Table of Contents

 
 
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 June 30, 2015
 
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 001-33393

 
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
incorporation or organization)	 	(I.R.S. Employer
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  o	
 	 	 	
Non-accelerated filer  x	 	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
 
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 10, 2015: Common stock, $0.01 per share — 72,897,616 shares.

 

Table of Contents
 
Genco Shipping & Trading  Limited

 	 	Page	
 	 	 	
PART I — FINANCIAL INFORMATION	
 	 	 	
Item 1.	Financial Statements (unaudited)	 	
 	 	 	
 	a)	Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	1	
 	 	 	 	
 	b)	Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2015 and 2014	2	
 	 	 	 	
 	c)	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months ended June 30, 2015 and 2014	3	
 	 	 	 	
 	d)	Condensed Consolidated Statements of Equity for the Six Months ended June 30, 2015 and 2014	4	
 	 	 	 	
 	e)	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2015 and 2014	5	
 	 	 	 	
 	f)	Notes to Condensed Consolidated Financial Statements	6	
 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59	
 	 	 	
Item 4.	Controls and Procedures	61	
 	 	 	
PART II —OTHER INFORMATION	
 	 	 	
Item 1.	Legal Proceedings	62	
 	 	 	
Item 1A.	Risk Factors	62	
 	 	 	
Item 5.	Other Information	62	
 	 	 	
Item 6.	Exhibits	63	

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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 June 30, 2015 and December 31, 2014 
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)

 	 	Successor	 	Successor	 	
 	 	June 30,
2015	 	December 31,
2014	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	61,648	 	$	83,414	 	
Restricted cash	 	9,750	 	9,750	 	
Due from charterers, net of a reserve of $1,292 and $1,588, respectively	 	14,456	 	14,739	 	
Prepaid expenses and other current assets	 	22,616	 	22,423	 	
Total current assets	 	108,470	 	130,326	 	
 	 	 	 	 	 	
Noncurrent assets:	 	 	 	 	 	
Vessels, net of accumulated depreciation of $70,977 and $36,258, respectively	 	1,490,043	 	1,532,843	 	
Deposits on vessels	 	19,926	 	25,593	 	
Deferred drydock, net of accumulated amortization of $1,325 and $330, respectively	 	12,539	 	6,234	 	
Deferred financing costs, net of accumulated amortization of $1,780 and $729, respectively	 	11,348	 	10,271	 	
Fixed assets, net of accumulated depreciation and amortization of $236 and $119, respectively	 	1,017	 	701	 	
Other noncurrent assets	 	514	 	514	 	
Restricted cash	 	300	 	19,945	 	
Investments	 	25,443	 	26,486	 	
Total noncurrent assets	 	1,561,130	 	1,622,587	 	
Total assets	 	$	1,669,600	 	$	1,752,913	 	
 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable and accrued expenses	 	$	33,132	 	$	28,217	 	
Current portion of long-term debt	 	44,792	 	34,324	 	
Deferred revenue	 	1,398	 	1,397	 	
Total current liabilities	 	79,322	 	63,938	 	
 	 	 	 	 	 	
Noncurrent liabilities:	 	 	 	 	 	
Long-term lease obligations	 	789	 	390	 	
Long-term debt	 	403,825	 	395,811	 	
Total noncurrent liabilities	 	404,614	 	396,201	 	
 	 	 	 	 	 	
Total liabilities	 	483,936	 	460,139	 	
 	 	 	 	 	 	
Commitments and contingencies	 	 	 	 	 	
Equity:	 	 	 	 	 	
Genco Shipping & Trading Limited shareholders’ equity:	 	 	 	 	 	
Successor Company common stock, par value $0.01; 250,000,000 shares authorized; issued and outstanding 61,610,503 and 61,541,389 shares at June 30, 2015 and December 31, 2014, respectively	 	615	 	615	 	
Successor Company additional paid-in capital	 	1,274,588	 	1,251,197	 	
Accumulated other comprehensive loss	 	(26,360	)	(25,317	)	
Retained deficit	 	(261,067	)	(182,294	)	
Total Genco Shipping & Trading Limited shareholders’ equity	 	987,776	 	1,044,201	 	
Noncontrolling interest	 	197,888	 	248,573	 	
Total equity	 	1,185,664	 	1,292,774	 	
Total liabilities and equity	 	$	1,669,600	 	$	1,752,913	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014 
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)

 	 	For the Three Months
Ended June 30,	 	For the Six Months
Ended June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
Revenues:	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	33,772	 	$	51,545	 	$	67,381	 	$	114,725	 	
Service revenues	 	819	 	819	 	1,629	 	1,629	 	
 	 	 	 	 	 	 	 	 	 	
Total revenues	 	34,591	 	52,364	 	69,010	 	116,354	 	
 	 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	3,757	 	1,983	 	8,137	 	3,940	 	
Vessel operating expenses	 	29,928	 	30,545	 	58,599	 	61,768	 	
General, administrative and management fees	 	26,491	 	9,850	 	46,815	 	25,226	 	
Depreciation and amortization	 	19,399	 	36,538	 	38,809	 	72,739	 	
Impairment of vessel assets	 	—	 	—	 	35,396	 	—	 	
Loss on sale of vessels	 	1,210	 	—	 	1,210	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	80,785	 	78,916	 	188,966	 	163,673	 	
 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(46,194	)	(26,552	)	(119,956	)	(47,319	)	
 	 	 	 	 	 	 	 	 	 	
Other (expense) income:	 	 	 	 	 	 	 	 	 	
Other expense	 	(65	)	(50	)	(54	)	(107	)	
Interest income	 	25	 	25	 	49	 	45	 	
Interest expense	 	(4,687	)	(18,510	)	(9,012	)	(39,532	)	
 	 	 	 	 	 	 	 	 	 	
Other expense	 	(4,727	)	(18,535	)	(9,017	)	(39,594	)	
 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(50,921	)	(45,087	)	(128,973	)	(86,913	)	
Reorganization items, net	 	(313	)	(20,106	)	(833	)	(20,106	)	
 	 	 	 	 	 	 	 	 	 	
Loss before income taxes	 	(51,234	)	(65,193	)	(129,806	)	(107,019	)	
Income tax expense	 	(718	)	(364	)	(1,260	)	(777	)	
 	 	 	 	 	 	 	 	 	 	
Net loss	 	(51,952	)	(65,557	)	(131,066	)	(107,796	)	
Less: Net loss attributable to noncontrolling interest	 	(11,620	)	(5,033	)	(52,293	)	(8,166	)	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(40,332	)	$	(60,524	)	$	(78,773	)	$	(99,630	)	
 	 	 	 	 	 	 	 	 	 	
Net loss per share-basic	 	$	(0.67	)	$	(1.39	)	$	(1.30	)	$	(2.29	)	
Net loss per share-diluted	 	$	(0.67	)	$	(1.39	)	$	(1.30	)	$	(2.29	)	
Weighted average common shares outstanding-basic	 	60,487,189	 	43,568,942	 	60,459,145	 	43,568,942	 	
Weighted average common shares outstanding-diluted	 	60,487,189	 	43,568,942	 	60,459,145	 	43,568,942	 	
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 
For the Three and Six Months Ended June 30, 2015 and 2014
(U.S. Dollars in Thousands)
(Unaudited)

 	 	For the Three Months Ended
June 30,	 	For the Six Months
Ended June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(51,952	)	$	(65,557	)	$	(131,066	)	$	(107,796	)	
 	 	 	 	 	 	 	 	 	 	
Change in unrealized gain (loss) on investments	 	(3,402	)	(13,737	)	(1,043	)	(27,952	)	
Unrealized gain on cash flow hedges, net	 	—	 	1,078	 	—	 	2,306	 	
Other comprehensive loss	 	(3,402	)	(12,659	)	(1,043	)	(25,646	)	
 	 	 	 	 	 	 	 	 	 	
Comprehensive loss	 	(55,354	)	(78,216	)	(132,109	)	(133,442	)	
Less: Comprehensive loss attributable to noncontrolling interest	 	(11,620	)	(5,033	)	(52,293	)	(8,166	)	
Comprehensive loss attributable to Genco Shipping & Trading Limited	 	$	(43,734	)	$	(73,183	)	$	(79,816	)	$	(125,276	)	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity 
For the Six Months Ended June 30, 2015 and 2014
(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, 2015 (Successor)	 	$	615	 	$	1,251,197	 	$	(25,317	)	$	(182,294	)	$	1,044,201	 	$	248,573	 	$	1,292,774	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	 	 	 	 	 	(78,773	)	(78,773	)	(52,293	)	(131,066	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in unrealized loss on investments	 	 	 	 	 	(1,043	)	 	 	(1,043	)	—	 	(1,043	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement of non-accredited Note holders	 	 	 	(414	)	 	 	 	 	(414	)	—	 	(414	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity effect of purchase of entities under common control	 	 	 	590	 	 	 	 	 	590	 	—	 	590	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	23,215	 	 	 	 	 	23,215	 	1,608	 	24,823	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — June 30, 2015 (Successor)	 	$	615	 	$	1,274,588	 	$	(26,360	)	$	(261,067	)	$	987,776	 	$	197,888	 	$	1,185,664	 	

 	 	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	 	 	 	 	 	 	 	(99,630	)	(99,630	)	(8,166	)	(107,796	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in unrealized gain on investments	 	 	 	 	 	(27,952	)	 	 	(27,952	)	—	 	(27,952	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on cash flow hedges, net	 	 	 	 	 	2,306	 	 	 	2,306	 	—	 	2,306	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	820	 	 	 	 	 	820	 	1,871	 	2,691	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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	)	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — June 30, 2014 (Predecessor)	 	$	445	 	$	847,547	 	$	28,076	 	$	(32,986	)	$	843,082	 	$	332,926	 	$	1,176,008	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 
(U.S. Dollars in Thousands)
(Unaudited)

 	 	Successor	 	Predecessor	 	
 	 	For the Six
Months Ended
June 30,
2015	 	For the Six
Months Ended
June 30,
2014	 	
Cash flows from operating activities:	 	 	 	 	 	
Net loss	 	$	(131,066	)	$	(107,796	)	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	
Depreciation and amortization	 	38,809	 	72,739	 	
Amortization of deferred financing costs	 	1,051	 	4,291	 	
Amortization of time charters acquired	 	—	 	(67	)	
Amortization of discount on Convertible Senior Notes	 	—	 	1,592	 	
Interest expense related to the de-designation of the interest rate swap	 	—	 	953	 	
Amortization of nonvested stock compensation expense	 	24,823	 	2,691	 	
Impairment of vessel assets	 	35,396	 	—	 	
Loss on disposal of vessels	 	900	 	—	 	
Change in assets and liabilities:	 	 	 	 	 	
Decrease in due from charterers	 	283	 	2,241	 	
Increase in prepaid expenses and other current assets	 	(200	)	(4,227	)	
Increase in accounts payable and accrued expenses	 	7,075	 	14,064	 	
Increase (decrease) in deferred revenue	 	1	 	(446	)	
Increase in lease obligations	 	399	 	197	 	
Deferred drydock costs incurred	 	(7,301	)	(9,288	)	
 	 	 	 	 	 	
Net cash used in operating activities	 	(29,830	)	(23,056	)	
 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	
Purchase of vessels, including deposits	 	(24,719	)	(29,790	)	
Purchase of other fixed assets	 	(353	)	(391	)	
Changes in deposits of restricted cash	 	19,645	 	(125	)	
 	 	 	 	 	 	
Net cash used in investing activities	 	(5,427	)	(30,306	)	
 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	
Repayments on the $100 Million Term Loan Facility	 	(3,846	)	(1,923	)	
Repayments on the $253 Million Term Loan Facility	 	(10,150	)	(5,075	)	
Proceeds from the 2015 Revolving Credit Facility	 	25,000	 	—	 	
Repayments on the $44 Million Term Loan Facility	 	(1,375	)	(1,375	)	
Proceeds from the Baltic Trading $148 Million Credit Facility	 	115,000	 	—	 	
Repayments on the Baltic Trading $148 Million Credit Facility	 	(2,447	)	—	 	
Repayments on the 2010 Baltic Trading Credit Facility	 	(102,250	)	—	 	
Repayments on the Baltic Trading $22 Million Term Loan Facility	 	(750	)	(750	)	
Repayments on the Baltic Trading 2014 Term Loan Facilities	 	(700	)	—	 	
Payment of dividend by subsidiary	 	—	 	(2,046	)	
Cash settlement of non-accredited Note holders	 	(720	)	—	 	
Payment of common stock issuance costs by subsidiary	 	—	 	(111	)	
Payment of deferred financing costs	 	(4,271	)	(360	)	
 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	13,491	 	(11,640	)	
 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	(21,766	)	(65,002	)	
 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	 	83,414	 	122,722	 	
Cash and cash equivalents at end of period	 	$	61,648	 	$	57,720	 	
 
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 June 30, 2015, 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 June 30, 2015, Genco Ship Management LLC is the sole owner of all of the outstanding shares of Genco Management (USA) Limited.  Additionally, as of June 30, 2015, GS&T is the sole owner of Poseidon Merger Sub Limited, a Marshall Islands corporation and an indirect wholly owned subsidiary of Genco.
 
Bankruptcy Filing
 
On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than Baltic Trading Limited (“Baltic Trading”) 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 “Effective Date”).  Refer to the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, as amended, for further detail regarding the bankruptcy filing.
 
Financial Statement Presentation
 
Upon the Company’s emergence from the Chapter 11 Cases on July 9, 2014, the Company adopted fresh-start reporting in accordance with provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“ASC 852”).  Upon adoption of fresh-start reporting, 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 reporting 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 reporting.  As a result of the adoption of fresh-start reporting, the Company’s consolidated balance sheets and consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to July 9, 2014.  References to “Successor Company” refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company prior to July 9, 2014.
 
Merger Agreement with Baltic Trading
 
On April 7, 2015, the Company entered into a definitive merger agreement with Baltic Trading under which the Company acquired Baltic Trading in a stock-for-stock transaction (the “Merger”).  Under the terms of the agreement, Baltic Trading became an indirect wholly-owned subsidiary of the Company, and Baltic Trading shareholders (other than the Company and its subsidiaries) received 0.216 shares of the Company’s common stock for each share of Baltic Trading’s common stock they owned at closing, with fractional shares settled in cash.  Upon consummation of the transaction on July 17, 2015, the Company’s shareholders owned approximately 84.5% of the combined company, and former Baltic Trading’s shareholders (other than the Company and its subsidiaries) owned approximately 15.5% of the combined company.  Shares of Baltic Trading’s Class B stock (all of which were owned by the Company) were canceled in the Merger.  The Company’s common stock began trading on the New York Stock Exchange after consummation of the transaction on July 20, 2015.
 
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The Boards of Directors of both the Company and Baltic Trading established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  The Boards of Directors of both companies approved the Merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  The Merger was approved on July 17, 2015 at the 2015 Annual Meeting of Shareholders (the “Annual Meeting”).
 
The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the Company currently consolidates the operations of Baltic Trading. The Baltic Trading common shares that the Company will acquire in the Merger are currently recognized as a noncontrolling interest in the condensed consolidated financial statements of the Company. Under U.S. GAAP, changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary are considered equity transactions (i.e. transactions with owners in their capacity as owners) with any difference between the amount by which the noncontrolling interest is adjusted and the fair value of the consideration paid attributed to the equity of the parent. Accordingly, any difference between the fair value of the Company’s common shares issued in exchange for Baltic Trading common shares will be reflected as an adjustment to the equity in the Company. No gain or loss will be recognized in the Company’s Condensed Consolidated Statement of Comprehensive Income (Loss) upon completion of the transaction.
 
Acquisition of Baltic Lion and Baltic Tiger
 
Additionally, on April 7, 2015, the Company entered into an agreement under which the Company acquired all of the shares of two single-purpose vessel owning entities that were wholly owned by Baltic Trading, each of which owns one Capesize drybulk vessel, specifically the Baltic Lion and Baltic Tiger, for an aggregate purchase price of $68,500, subject to reduction for $40,563 of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by the Company.  For further details, refer to the “Impairment of vessel assets” Section in Note 2 — Summary of Significant Accounting Policies.  These transactions, which closed on April 8, 2015, were accounted for pursuant to accounting guidance under ASC 805, “Business Combinations”, for transactions amongst entities under common control.  Accordingly, the difference between the cash paid to Baltic Trading and the Company’s carrying value of the Baltic Lion and Baltic Tiger as of the closing date of $590 is reflected as an adjustment to Additional paid-in capital in the Condensed Consolidated Statements of Equity during the six months ended June 30, 2015.  The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions.
 
Other General Information
 
Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of June 30, 2015:

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	
 
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Wholly Owned Subsidiaries	 	Vessel Acquired	 	Dwt	 	Delivery Date	 	Year Built	
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	
Baltic Lion Limited	 	Baltic Lion	 	179,185	 	4/8/2015 (1)	 	2012	
Baltic Tiger Limited	 	Genco Tiger	 	179,185	 	4/8/2015 (1)	 	2011	

(1)          The delivery date for these vessels represents the date that the vessel was delivered from Baltic Trading to the Company.
 
Baltic Trading Limited 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 June 30, 2015 and December 31, 2014, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented a 10.85% ownership interest in Baltic Trading and 64.60% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  As a result of the Merger, Baltic Trading once again became a wholly-owned indirect subsidiary of GS&T.
 
Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of June 30, 2015:

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 Hornet Limited	 	Baltic Hornet	 	63,574	 	10/29/2014	 	2014	
Baltic Wasp Limited	 	Baltic Wasp	 	63,389	 	1/2/2015	 	2015	
Baltic Scorpion Limited	 	Baltic Scorpion	 	63,462	 	8/6/2015	 	2015	
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.
 
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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.
 
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of consolidation
 
The accompanying condensed consolidated financial statements have been prepared in accordance with 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, 2014, as amended (the “2014 10-K”).  The results of operations for the three and six month periods ended June 30, 2015 and 2014 for the Successor Company and Predecessor Company, respectively, are not necessarily indicative of the operating results for the full year.
 
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 Successor Company and the Predecessor Company for the three months ended June 30, 2015 and 2014 was $18,730 and $34,557, respectively.  Depreciation expense for vessels for the Successor Company and the Predecessor Company for the six months ended June 30, 2015 and 2014 was $37,697 and $68,717, 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, 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.  During the three and six months ended June 30, 2015, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $796 and $1,583, respectively. The decrease in depreciation expense resulted in a $0.01 and $0.02 change to the basic and diluted net loss per share during the three and six months ended June 30, 2015, respectively.  The basic and diluted net loss per share would have been ($0.68) and ($1.32) per share during the three and six months ended June 30, 2015, respectively, if there were no change in the estimated scrap value.
 
Deferred revenue
 
Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of June 30, 2015 and December 31, 2014, the Company had an accrual of $829 and $662, respectively, related to these estimated customer claims.
 
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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 resulted in a net loss (gain) of $1,206 and ($184) during the three months ended June 30, 2015 and 2014 for the Successor Company and Predecessor Company, respectively, and $2,660 and ($249) during the six months ended June 30, 2015 and 2014 for the Successor Company and Predecessor Company, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement, as well as any adjustments to record fuel inventory at the lower of cost or market at the balance sheet date.
 
Impairment of vessel assets
 
During the three and six months ended June 30, 2015, the Successor Company recorded $0 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”).  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger was more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels.  Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its estimated fair value, which was determined primarily based on appraisals and third-party broker quotes.  On April 8, 2015, the Baltic Lion and Baltic Tiger entities were sold to GS&T.  Refer to Note 1 — General Information for details pertaining to the sale of these entities.
 
Loss on disposal of vessels
 
During the three and six months ended June 30, 2015, the Successor Company recorded $1,210 related to the loss on sale of vessels related to the sale of the Baltic Lion and Baltic Tiger entities to GS&T from Baltic Trading on April 8, 2015.
 
Noncontrolling interest
 
Net loss attributable to noncontrolling interest during the three and six months ended June 30, 2015 and 2014 reflects 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 June 30, 2015 and December 31, 2014, the noncontrolling interest held an 89.15% economic interest in Baltic Trading while only holding 35.40% 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 by the Successor Company for these services during the three months ended June 30, 2015 was $2,490 of which $1,671 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,532 associated with these activities for the three months ended June 30, 2015.  This resulted in estimated tax expense of $711 for the three months ended June 30, 2015.  Total revenue earned by the Predecessor Company for these services during the three months ended June 30, 2014 was $1,841 of which $1,022 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $764 associated with these activities for the three months ended June 30, 2014.  This resulted in estimated tax expense of $339 for the three months ended June 30, 2014.
 
Total revenue earned by the Successor Company for these services during the six months ended June 30, 2015 was $4,680 of which $3,051 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $2,730 associated with these activities for the six months ended June 30, 2015.  This resulted in estimated tax expense of $1,229 for the six months ended
 
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June 30, 2015.  Total revenue earned by the Predecessor Company for these services during the six months ended June 30, 2014 was $3,696 of which $2,067 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,650 associated with these activities for the six months ended June 30, 2014.  This resulted in estimated tax expense of $740 for the six months ended June 30, 2014.
 
Baltic Trading is subject to income tax on its United States source income.  During the three months ended June 30, 2015 and 2014, Baltic Trading had United States operations that resulted in United States source income of $178 and $623, respectively.  Baltic Trading’s estimated United States income tax expense for the three months ended June 30, 2015 and 2014 was $7 and $25, respectively.
 
Baltic Trading is subject to income tax on its United States source income.  During the six months ended June 30, 2015 and 2014, Baltic Trading had United States operations that resulted in United States source income of $765 and $907, respectively.  Baltic Trading’s estimated United States income tax expense for the six months ended June 30, 2015 and 2014 was $31 and $37, respectively.
 
Recent accounting pronouncements
 
In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability.  This guidance is not applicable to revolving debt arrangements. ASU 2015-03 will not change the amortization of debt issuance costs, which will continue to follow the existing accounting guidance. ASU 2015-03 will be effective for interim and annual reporting periods beginning after December 15, 2015. Early application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2015-03 on its condensed consolidated financial statements.
 
In May 2014, the FASB issued ASU 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.
 
On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date.  The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016.  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 and make decisions about allocating the Company’s resources.  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 and Baltic Trading seek to deploy their vessels on time charters, spot market-related time charters or in vessel pools trading in the spot market.  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 reporting 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 Company for the three and six months ended June 30, 2015 and 2014.

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
Voyage revenue from external customers	 	2015	 	2014	 	2015	 	2014	 	
GS&T	 	$	26,959	 	$	40,842	 	$	53,656	 	$	90,931	 	
Baltic Trading	 	6,813	 	10,703	 	13,725	 	23,794	 	
Total operating segments	 	33,772	 	51,545	 	67,381	 	114,725	 	
Eliminating revenue	 	—	 	—	 	—	 	—	 	
Total consolidated voyage revenue from external customers	 	$	33,772	 	$	51,545	 	$	67,381	 	$	114,725	 	
 
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The following table presents a reconciliation of total intersegment revenue, which eliminates upon consolidation, for the Company’s two operating segments for the three and six months ended June 30, 2015 and 2014. 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.

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
Intersegment revenue	 	2015	 	2014	 	2015	 	2014	 	
GS&T	 	$	1,671	 	$	1,022	 	$	3,051	 	$	2,067	 	
Baltic Trading	 	—	 	—	 	—	 	—	 	
Total operating segments	 	1,671	 	1,022	 	3,051	 	2,067	 	
Eliminating revenue	 	(1,671	)	(1,022	)	(3,051	)	(2,067	)	
Total consolidated intersegment revenue	 	$	—	 	$	—	 	$	—	 	$	—	 	
 
The following table presents a reconciliation of total net loss for the Company’s two operating segments to total consolidated net loss for the three and six months ended June 30, 2015 and 2014. The eliminating net (income) loss noted in the following table consists of the elimination of intercompany transactions between GS&T and Baltic Trading, as well as dividends received by GS&T from Baltic Trading for its Class B shares of Baltic Trading, if applicable.

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
Net loss	 	2015	 	2014	 	2015	 	2014	 	
GS&T	 	$	(38,870	)	$	(59,874	)	$	(71,898	)	$	(98,444	)	
Baltic Trading	 	(13,088	)	(5,674	)	(58,899	)	(9,207	)	
Total operating segments	 	(51,958	)	(65,548	)	(130,797	)	(107,651	)	
Eliminating net (income) loss	 	(6	)	9	 	269	 	145	 	
Total consolidated net loss	 	$	(51,952	)	$	(65,557	)	$	(131,066	)	$	(107,796	)	
 
The following table presents a reconciliation of total assets for the Company’s two operating segments to total consolidated assets as of June 30, 2015 and December 31, 2014. 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 June 30, 2015 and December 31, 2014.

 	 	Successor	 	Successor	 	
Total assets	 	June 30,
2015	 	December 31,
2014	 	
GS&T	 	$	1,277,313	 	$	1,270,923	 	
Baltic Trading	 	394,375	 	482,415	 	
Total operating segments	 	1,671,688	 	1,753,338	 	
Eliminating assets	 	(2,088	)	(425	)	
Total consolidated assets	 	$	1,669,600	 	$	1,752,913	 	
 
4 - CASH FLOW INFORMATION
 
For the six months ended June 30, 2015, 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 $673
 
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for the Purchase of vessels, including deposits and $102 for the Purchase of other fixed assets.  Additionally, for the six months ended June 30, 2015, the Successor 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 $47 associated with the Payment of deferred financing fees. Lastly, for the six months ended June 30, 2015, the Successor 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 $111 associated with the Cash settlement of non-accredited Note holders.  During the six months ended June 30, 2015, the Successor Company increased the estimated amount of non-accredited holders of the Convertible Senior Notes, which was discharged on the Effective Date, that are expected to be settled in cash versus settled with common shares.
 
Professional fees and trustee fees in the amount of $833 were recognized by the Successor Company in Reorganization items, net for the six months ended June 30, 2015 (refer to Note 19).  During this period, $947 of professional fees and trustee fees were paid through June 30, 2015 and $198 is included in Accounts payable and accrued expenses as of June 30, 2015.
 
For the six months ended June 30, 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 $250 for the Purchase of vessels, including deposits and $43 for the Purchase of other fixed assets.  For the six months ended June 30, 2014, the Predecessor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Prepaid expenses and other current assets consisting of $20 associated with the Purchase of other fixed assets.  Additionally, for the six months ended June 30, 2014, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Liabilities subject to compromise consisting of $13,199 associated with the Payment of deferred financing fees.
 
Of the $20,106 of Reorganization items, net for the six months ended June 30, 2014 (refer to Note 19), $1,204 was paid through June 30, 2014 and $18,902 is included in Accounts payable and accrued expenses as of June 30, 2014.
 
During the six months ended June 30, 2015, the Successor Company made a reclassification of $9,694 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of Baltic Wasp. No such reclassifications were made during the six months ended June 30, 2014.
 
During the six months ended June 30, 2014, the Predecessor Company made a reclassification of $984 from Fixed assets, net of accumulated depreciation, to Vessels, net of accumulated depreciation, for items that should be capitalized and depreciated over the remaining life of the respective vessels.
 
During the six months ended June 30, 2015 and 2014, cash paid for interest by the Successor Company and the Predecessor Company, net of amounts capitalized, and including bond coupon interest paid during the six months ended June 30, 2014, was $6,940 and $38,238, respectively.
 
During the six months ended June 30, 2015 and 2014, cash paid for estimated income taxes by the Successor Company and Predecessor Company was $1,369 and $1,495, respectively.
 
5 - VESSEL ACQUISITIONS
 
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, which have been 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 was delivered to Baltic Trading on January 2, 2015.  The Baltic Scorpion was delivered to the Company on August 6, 2015, and the Baltic Mantis is expected to be delivered during the third quarter of 2015. As of June 30, 2015 and December 31, 2014, deposits on vessels were $19,926 and $25,593, respectively.  The Company intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the Baltic Trading $148 Million Credit Facility as described in Note 9 — Debt, to fully finance the acquisition of the remaining two Ultramax newbuilding drybulk vessels.  On December 30, 2014, Baltic Trading paid $19,645 for the final payment due for the Baltic Wasp which was classified as noncurrent Restricted Cash in the Condensed Consolidated Balance Sheets as of December 31, 2014 as the payment was held in an escrow account and was released to the seller when the vessel was delivered to Baltic Trading on January 2, 2015.
 
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 in the amount of $18 and $67 by the Predecessor Company during the three and six months ended June 30, 2014, respectively.  The remaining unamortized fair market value of Time charters acquired at December 31, 2014 was $0.  As part of fresh-start reporting, the remaining liability for below market time charters was written-off during the re-valuation of our liabilities.
 
Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading recorded by the Successor Company and the Predecessor Company for the three months ended June 30, 2015 and 2014 was $139 and $177, respectively, and $263 and $276 for the six months ended June 30, 2015 and 2014, 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 that 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 June 30, 2015 and December 31, 2014, the Company held 16,335,100 shares of Jinhui capital stock which is recorded at its fair value of $25,377 and $26,414, respectively, based on the last closing price during each respective quarter on June 30, 2015 and December 30, 2014, respectively.  At June 30, 2015 and December 31, 2014, the Company held 3,355 shares of KLC stock which is recorded at its fair value of $66 and $72, respectively, based on the last closing price during each respective quarter on June 30, 2015 and December 30, 2014.
 
The Company reviews the investment in Jinhui and KLC for impairment on a quarterly basis.  There were no impairment charges recognized for the three and six months ended June 30, 2015 and 2014 .
 
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 PER COMMON SHARE
 
The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the year. The computation of diluted net loss per share assumes the vesting of nonvested stock awards (refer to Note 21 — 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 nonvested shares outstanding at June 30, 2015 (refer to Note 21 — Stock-Based Compensation), all are anti-dilutive.  The Successor Company’s diluted net loss per share will also reflect the assumed conversion of the equity warrants issued on the Effective Date and MIP Warrants issued by the Successor Company (refer to Note 21 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method.  The Predecessor Company’s diluted net loss per share will also reflect the assumed conversion under the Predecessor 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 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 per share and diluted net loss per share are as follows:

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Common shares outstanding, basic:	 	 	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,487,189	 	43,568,942	 	60,459,145	 	43,568,942	 	
 	 	 	 	 	 	 	 	 	 	
Common shares outstanding, diluted:	 	 	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	60,487,189	 	43,568,942	 	60,459,145	 	43,568,942	 	
 	 	 	 	 	 	 	 	 	 	
Dilutive effect of warrants	 	—	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Dilutive effect of convertible notes	 	—	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Dilutive effect of restricted stock awards	 	—	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Weighted-average common shares outstanding, diluted	 	60,487,189	 	43,568,942	 	60,459,145	 	43,568,942	 	
 
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The following table sets forth a reconciliation of the net loss attributable to GS&T and the net loss attributable to GS&T for diluted net loss per share under the “if-converted” method:

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Net loss attributable to GS&T	 	$	(40,332	)	$	(60,524	)	$	(78,773	)	$	(99,630	)	
 	 	 	 	 	 	 	 	 	 	
Interest expense related to convertible notes, if dilutive	 	—	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Net loss attributable to GS&T for the computation of diluted net loss per share	 	$	(40,332	)	$	(60,524	)	$	(78,773	)	$	(99,630	)	
 
8 - RELATED PARTY TRANSACTIONS
 
The following represent related party transactions reflected in these condensed consolidated financial statements:
 
Until December 31, 2014, the Company made available employees performing internal audit services to Gener8 Maritime, Inc., formerly General Maritime Corporation (“Gener8”), where the Company’s Chairman, Peter C. Georgiopoulos, also serves as Chairman of the Board.  For the six months ended June 30, 2014, the Predecessor Company invoiced $72 to Gener8, which includes time associated with such internal audit services and other expenditures.  Additionally, during the six months ended June 30, 2015 and 2014, the Successor Company and Predecessor Company incurred travel and other office related expenditures totaling $53 and $49, respectively, reimbursable to Gener8 or its service provider.  At June 30, 2015 and December 31, 2014, the amount due to Gener8 from the Company was $8 and $41, respectively.
 
During the six months ended June 30, 2015 and 2014, the Successor Company and Predecessor Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $8 and $3, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board.  At June 30, 2015 and December 31, 2014, the amount due to Constantine Georgiopoulos was $2 and $9, 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 six months ended June 30, 2015 and 2014, Aegean supplied lubricating oils to the Successor Company and Predecessor Company’s vessels aggregating $663 and $1,087, respectively.  At June 30, 2015 and December 31, 2014, $287 and $267 remained outstanding, respectively.
 
During the six months ended June 30, 2015 and 2014, the Successor Company and Predecessor Company invoiced MEP for technical services provided and expenses paid on MEP’s behalf aggregating $1,596 and $1,671, respectively.  Peter C. Georgiopoulos, Chairman of the Board, controls and has a minority interest in MEP.  At June 30, 2015 and December 31, 2014, $1,311 and $10, respectively, was due to the Company from MEP.  Total service revenue earned by the Successor Company and the Predecessor Company for technical service provided to MEP for the six months ended June 30, 2015 and 2014 was $1,629 and $1,629, respectively.
 
9 - DEBT
 
Long-term debt consists of the following:

 	 	Successor	 	Successor	 	
 	 	June 30, 2015	 	December 31, 2014	 	
 	 	 	 	 	 	
$100 Million Term Loan Facility	 	$	63,946	 	$	67,792	 	
$253 Million Term Loan Facility	 	155,418	 	165,568	 	
$44 Million Term Loan Facility	 	39,875	 	41,250	 	
2015 Revolving Credit Facility	 	25,000	 	—	 	
2010 Baltic Trading Credit Facility	 	—	 	102,250	 	
Baltic Trading $148 Million Credit Facility	 	112,553	 	—	 	
Baltic Trading $22 Million Term Loan Facility	 	19,375	 	20,125	 	
2014 Baltic Trading Term Loan Facilities	 	32,450	 	33,150	 	
Less: Current portion	 	(44,792	)	(34,324	)	
 	 	 	 	 	 	
Long-term debt	 	$	403,825	 	$	395,811	 	
 
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Amendment and Consent Agreements Related to the Merger
 
On July 14, 2015, Baltic Trading and certain of its wholly owned subsidiaries entered into agreements (the “Amendment and Consent Agreements”) to amend, provide consents under, or waive certain provisions of the Baltic Trading $22 Million Term Loan Facility (as defined below), 2014 Baltic Trading Term Loan Facilities (as defined below) and the Baltic Trading $148 Million Credit Facility (as defined below) (each a “Facility” and collectively the “Facilities”).  The Amendment and Consent Agreements implemented, among other things, the following:
 
·                   The existing covenants measuring collateral maintenance under the 2014 Baltic Trading Term Loan Facilities were amended as follows: the minimum fair market value of vessels pledged as security (together with the value of any additional collateral) is required to be (i) for the period from June 30, 2015 up to and including December 30, 2015, 125% of the amount outstanding under such Facilities; (ii) for the period from December 31, 2015 up to and including March 30, 2016, 130% of such amount; and (iii) for the period from March 31, 2016 and thereafter, 135% of such amount.
 
·                   The existing covenant measuring collateral maintenance under the Baltic Trading $22 Million Term Loan Facility was amended so that through and including the period ending June 30, 2016, the minimum fair market value of vessels mortgaged under such Facility is required to be 110% of the amount outstanding under such Facility.
 
·                   Under the Baltic Trading $148 Million Credit Facility, the existing covenant measuring collateral maintenance was amended so that through and including the period ending December 31, 2015, the minimum fair market value of vessels mortgaged under such Facility is required to be 130% of the amount outstanding under such Facility and thereafter, 140% of such amount, except that for the period through and including the period ending December 31, 2015, such percentage shall be increased to 140% at the time of funding of the term loan for the Baltic Scorpion on August 3, 2015.  Refer to Note 23 — Subsequent events.
 
·                   The calculation of the minimum consolidated net worth was reduced by $30,730 to $270,150 under each Facility to account for the reduction of equity due to the impairment associated with the sale of the Baltic Tiger and Baltic Lion vessels.
 
·                   The measurement of the maximum leverage ratio under each Facility was amended to exclude from the numerator thereof (which is the amount of indebtedness included in the calculation of such financial covenant) any committed but undrawn working capital lines.
 
·                   Under the Baltic Trading $148 Million Credit Facility, following consummation of the Merger on July 17, 2015, the amount of cash to be held by the administrative agent under such Facility (or otherwise remaining undrawn under certain working capital lines) for each collateral vessel mortgaged under such Facility, as required under the under the minimum liquidity covenant under such Facility, was amended to an amount of $750 per vessel.
 
·                   Following completion of the Merger on July 17, 2015, all corporate wide financial covenants of Baltic Trading are to be measured on a consolidated basis with Genco (the “Consolidated Covenant Amendments”).
 
·                   Waivers or consents under the Facilities to permit the delisting of Baltic Trading’s stock on the New York Stock Exchange (which constitutes a change of control under each such Facility) and the termination of the Management Agreement, dated as of March 15, 2010, by and between Genco and Baltic Trading.
 
·                   Waivers or consents under each of the Facilities to permit the Merger.
 
·                   Waivers or consents to certain covenants under each of the Facilities to the extent such covenants would otherwise be breached as a result of the Merger.
 
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On July 17, 2015, when the Merger was completed, the Company executed a guaranty of the obligations of the borrowers under each of the Facilities.  The execution of the guarantees, together with certain other items that were previously delivered, satisfied all conditions to the effectiveness of all provisions of the Amendment and Consent Agreements.
 
$100 Million Term Loan Facility
 
On August 12, 2010, the Company entered into the $100 Million Term Loan Facility. As of June 30, 2015, the Company has 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 June 30, 2015, there was no availability under the $100 Million Term Loan Facility.   At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $63,946 and $67,792, respectively.
 
Pursuant to the amendments to the $100 Million Term Loan Facility that were entered into on December 21, 2011 and certain agreements we entered into in August 2012 to further amend our credit facilities (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.
 
On the Effective Date, the Company 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 the Company (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.
 
On April 30, 2015, the Company entered into agreements to amend or waive certain provisions under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility (the “April 2015 Amendments”) which implemented the following, among other things:
 
·                   The existing covenant measuring the Company’s ratio of net debt to EBITDA was replaced with a covenant requiring its ratio of total debt outstanding to value adjusted total assets (total assets adjusted for the difference between book value and market value of fleet vessels) to be less than 70%.
 
·                   Measurement of the interest coverage ratio under each facility is waived through and including December 31, 2016.
 
·                   The fleetwide minimum liquidity covenant was amended to allow up to 50% of the required amount of $750 per vessel in cash to be satisfied with undrawn working capital lines with a remaining availability period of more than six months.
 
·                   The Company agreed to grant additional security for its obligation under the $253 Million Term Loan Facility consisting of four of the Company’s vessels, the Genco Thunder, the Genco Raptor, the Genco Muse and the Genco Challenger and related collateral.
 
Consenting lenders under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility received an upfront
 
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fee of $165 and $350, respectively, related to the April 2015 Amendments.
 
As of June 30, 2015, the Company believes it is in compliance with all of the financial covenants under the $100 Million Term Loan Facility, as amended.
 
Following the procurement of updated valuations in February 2015, the Company was not in compliance with the collateral maintenance test of a ratio of 130%. The collateral measurement was 122.4%, representing an approximate shortfall of $5,150.  Under the terms of the credit facility the Company would need to cover such shortfall within 30 days from the time it is notified by the agent.  The Company was not notified by the agent to take any remedial actions, However, on April 24, 2015, the Company added one of its unencumbered Handysize vessels, the Genco Sugar, as additional collateral to cover the shortfall and satisfy the collateral maintenance test.  The next date that valuations under this credit facility will be required is on or around August 17, 2015.
 
$253 Million Term Loan Facility
 
On August 20, 2010, the Company entered into the $253 Million Term Loan Facility.  As of June 30, 2015, the Company has 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 June 30, 2015, there was no availability under the $253 Million Term Loan Facility.   At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $155,418 and $165,568, respectively.
 
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 June 30, 2015 and December 31, 2014, 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.
 
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 as well as a description of the April 2015 Amendments that were entered into by the Company on April 30, 2015. 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.
 
As of June 30, 2015, the Company believes it is in compliance with all of the financial covenants under the Amended and Restated $253 Million Term Loan Facility, except for the 135% collateral maintenance test.  The actual percentage measured by the Company was 129.2% at June 30, 2015, including the additional collateral as described below, and 133.5% on July 9, 2015 following the Company’s scheduled amortization payment of $5,075.  Under the terms of the credit facility, the Company would need to remedy such shortfall within 30 days from the time it is requested by the agent.  During July 2015, the Company added five of its unencumbered vessels, the Genco Thunder, the Genco Raptor, the Genco Challenger, the Genco Reliance and the Genco Explorer, as additional collateral under this facility. In order to maintain compliance with the collateral maintenance test, the Company has also been in communication with the facility’s agent and prepaid $1,650 of the outstanding indebtedness on July 29, 2015, which the lenders have agreed will reduce the scheduled amortization payment of $5,075 that will be due in October 2015.
 
$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 “$44 Million Term Loan Facility”). Amounts borrowed and repaid under the $44 Million Term Loan Facility may not be reborrowed.  The $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 $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 $44 Million Term Loan Facility are to be secured by liens on the Company’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
 
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$44 Million Term Loan Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the $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 June 30, 2015, the Company has utilized its maximum borrowing capacity of $44,000 and there was no further availability.  At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $39,875 and $41,250, respectively.
 
As of June 30, 2015 , the Company believes it is in compliance with all of the financial covenants under the $44 Million Term Loan Facility.
 
On April 8, 2015, the Company acquired the entities owning the Baltic Lion and Baltic Tiger and succeeded Baltic Trading as the guarantor of the outstanding debt under the $44 Million Term Loan Facility.  Refer to Note 1 — General Information for further information regarding the sale of these entities to the Company.
 
2015 Revolving Credit Facility
 
On April 7, 2015, the Company’s wholly-owned subsidiaries, Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited (collectively, the “Subsidiaries”) entered into a loan agreement by and among the Subsidiaries, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent, security agent, and as lender, providing for a $59,500 revolving credit facility, with an uncommitted accordion feature that, if exercised, will upsize the facility up to $150,000 (the “2015 Revolving Credit Facility”).  On April 7, 2015, the Company entered into a guarantee of the obligations of the Subsidiaries under the 2015 Revolving Credit Facility, in favor of ABN AMRO Capital USA LLC.
 
Borrowings under the 2015 Revolving Credit Facility will be used for general corporate purposes including “working capital” (as defined in the 2015 Revolving Credit Facility) and to finance the purchase of drybulk vessels.  The 2015 Revolving Credit Facility has a maturity date of April 7, 2020.  Borrowings under the 2015 Revolving Credit Facility bear interest at LIBOR plus a margin based on a combination of utilization levels under the 2015 Revolving Credit Facility and a security maintenance cover ranging from 3.40% per annum to 4.25% per annum.  The commitment under the 2015 Revolving Credit Facility is subject to quarterly reductions of $1,641 to $4,137 depending on the total amount committed.  Borrowings under the 2015 Revolving Credit Facility are subject to 20 equal consecutive quarterly installment repayments commencing three months after the date of the loan agreement, or July 7, 2015.  A commitment fee of 1.5% per annum is payable on the undrawn amount of the maximum loan amount.
 
Borrowings under the 2015 Revolving Credit Facility are to be secured by liens on each of the Subsidiaries’ respective vessels; specifically, the Genco Commodus, Genco Maximus, Genco Claudius, Genco Hunter and Genco Warrior and other related assets.  Should the accordion feature be exercised, the 2015 Revolving Credit Facility will also be secured by up to six additional Capesize vessels and two additional Supramax vessels owned by other subsidiaries of the Company and other related assets.
 
The 2015 Revolving Credit Facility requires the Subsidiaries to comply with a number of customary covenants including financial covenants related to collateral maintenance, liquidity, leverage, debt service reserve and dividend restrictions.
 
On April 8, 2015, the Company drew down $25,000 on the 2015 Revolving Credit Facility for working capital purposes and to partially fund the purchase of the Baltic Lion and Baltic Tiger from Baltic Trading.   At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $25,000 and $0, respectively. Additionally, on July 10, 2015, the Company drew down $10,000 on the 2015 Revolving Credit Facility for working capital purposes.
 
As of June 30, 2015, the Company believes it is in compliance with all of the financial covenants under the 2015 Revolving Credit 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:
 
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·                   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.
 
On December 31, 2014, Baltic Trading entered into the Baltic Trading $148 Million Credit Facility, refer to “Baltic Trading $148 Million Credit Facility” section below.  Borrowings under the Baltic Trading $148 Million Credit Facility were used to refinance Baltic Trading’s indebtedness under the 2010 Baltic Trading Credit Facility.  On January 7, 2015, Baltic Trading repaid the $102,250 outstanding under the 2010 Baltic Trading Credit Facility with borrowings from the Baltic Trading $148 Million 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 June 30, 2015, Baltic Trading has utilized its maximum borrowing capacity of $22,000, and there was no further availability.  At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $19,375 and $20,125, respectively.
 
As of June 30, 2015 the Company believes Baltic Trading is in compliance with all of the financial covenants under the Baltic Trading $22 Million Term Loan Facility.
 
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the Baltic Trading $22 Million Term Loan Facility.  Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the Baltic Trading $22 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 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
 
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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.
 
On October 24, 2014, Baltic Trading drew down $16,800 for the purchase of the Baltic Hornet, which was delivered on October 29, 2014.  Additionally, on December 30, 2014, Baltic Trading drew down $16,350 for the purchase of the Baltic Wasp, which was delivered on January 2, 2015.  As of June 30, 2015, Baltic Trading has utilized its maximum borrowing capacity and there was no further availability.  At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $32,450 and $33,150, respectively.
 
As of June 30, 2015, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2014 Baltic Trading Term Loan Facilities.
 
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the 2014 Baltic Trading Term Loan Facilities.  Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the 2014 Baltic Trading Term Loan Facilities.
 
Baltic Trading $148 Million Credit Facility
 
On December 31, 2014, Baltic Trading entered into a $148,000 senior secured credit facility with Nordea Bank Finland plc, New York Branch (“Nordea”), as Administrative and Security Agent, Nordea and Skandinaviska Enskilda Banken AB (Publ) (“SEB”), as Mandated Lead Arrangers, Nordea, as Bookrunner, and the lenders (including Nordea and SEB) party thereto (the “Baltic Trading $148 Million Credit Facility”).  The Baltic Trading $148 Million Credit Facility is comprised of an $115,000 revolving credit facility and $33,000 term loan facility.  Borrowings under the revolving credit facility were used to refinance Baltic Trading’s outstanding indebtedness under the 2010 Baltic Trading Credit Facility.  Amounts borrowed under the revolving credit facility of the Baltic Trading $148 Million Credit Facility may be re-borrowed.  Borrowings under the term loan facility of the Baltic Trading $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that will be used to finance, in part, the purchase of two newbuilding Ultramax vessels that Baltic Trading has agreed to acquire, namely the Baltic Scorpion and Baltic Mantis.  Amounts borrowed under the term loan facility of the Baltic Trading $148 Million Credit Facility may not be re-borrowed.
 
The Baltic Trading $148 Million Credit Facility has a maturity date of December 31, 2019.  Borrowings under this facility bear interest at LIBOR plus an applicable margin of 3.00% per annum.  A commitment fee of 1.2% per annum is payable on the unused daily portion of the Baltic Trading $148 Million Credit Facility, which began accruing on December 31, 2014.  The commitment under the revolving credit facility of the Baltic Trading $148 Million Credit Facility is subject to equal consecutive quarterly reductions of $2,447 each beginning June 30, 2015 through September 30, 2019.  Borrowings under the term loan facility of the Baltic Trading $148 Million Credit Facility are subject to equal consecutive quarterly installment repayments commencing three months after delivery of the relevant newbuilding Ultramax vessel, each in the amount of 1/60 of the aggregate outstanding term loan.  All remaining amounts outstanding under the Baltic Trading $148 Million Credit Facility must be repaid in full on the maturity date, December 31, 2019.
 
Borrowings under the Baltic Trading $148 Million Credit Facility are secured by liens on nine of Baltic Trading’s existing vessels that have served as collateral under the 2010 Baltic Trading Credit Facility, the two newbuilding Ultramax vessels noted above, and other related assets, including existing or future time charter contracts in excess of 36 months related to the foregoing vessels.
 
The Baltic Trading $148 Million Credit Facility requires Baltic Trading to comply with a number of customary covenants substantially similar to those in the 2010 Baltic Trading Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance.
 
As of June 30, 2015, $33,000 remained available under the Baltic Trading $148 Million Credit Facility which represents the $33,000 term loan facility.  On August 3, 2015, the Company drew down $16,500 on the term loan facility for the purchase of the Baltic Scorpion. Refer to Note 23 — Subsequent Events.
 
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On January 7, 2015, Baltic Trading drew down $104,500 from the revolving credit facility of the Baltic Trading $148 Million Credit Facility.  Using these borrowings, Baltic Trading repaid the $102,250 outstanding under the 2010 Baltic Trading Facility.  Additionally, on February 27, 2015, Baltic Trading drew down $10,500 from the revolving credit facility of the Baltic Trading $148 Million Credit Facility.  Therefore, as of June 30, 2015, there was no remaining availability under the revolving credit facility of the Baltic Trading $148 Million Credit Facility.  At June 30, 2015 and December 31, 2014, the total outstanding debt balance was $112,553 and $0, respectively.
 
As of June 30, 2015, the Company believes Baltic Trading is in compliance with all of the financial covenants under the Baltic Trading $148 Million Credit Facility, except for the 140% collateral maintenance test.  The actual percentage measured by the Company was 132.0% at June 30, 2015.  Under the credit facility terms then in effect, we were required to remedy such a shortfall within 60 days; however, the collateral maintenance requirement was amended prior to the expiration of such period such that we were in compliance.  See “Amendment and Consent Agreements Related to the Merger” section.
 
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the Baltic Trading $148 Million Credit Facility.  Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the Baltic Trading $148 Million Credit Facility.
 
As per the Amendment and Consent Agreements, the collateral maintenance will increase to 140% from 130% upon the funding of the initial term loan draw down on the facility.  During August 2015, the Company added two of its unencumbered Handysize vessels, the Genco Pioneer and Genco Progress, as additional collateral to cover any potential shortfall of the collateral maintenance test.
 
Interest rates
 
The following tables sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees.  For the Predecessor Company for the six months ended June 30, 2014, 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 credit agreement entered into on July 20, 2017 with DnB Nor Bank ASA (the “2007 Credit Facility”) which was terminated on the Effective Date.  The following table also includes the range of interest rates on the debt, excluding the impact of swaps and unused commitment fees, if applicable:

 	 	For the Three Months Ended June 30,	 	For the Six Months Ended June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
Effective Interest Rate	 	3.54	%	4.31	%	3.54	%	4.33	%	
Range of Interest Rates (excluding impact of swaps and unused commitment fees)	 	2.76% to 3.77	%	3.15% to 5.15	%	2.73% to 3.77	%	3.15% to 5.15	%	
 
10 — CONVERTIBLE SENIOR NOTES
 
The Company issued $125,000 of the 5.0% Convertible Senior Notes on July 27, 2010 (the “2010 Notes”). The Indenture for the 2010 Notes included 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.  On the Effective Date, when the Company emerged from Chapter 11, the 2010 Notes and the Indenture were fully satisfied and discharged.
 
The following table provides additional information about the Predecessor Company’s 2010 Notes:

 	 	Predecessor	 	
 	 	For the Three
Months Ended
June 30,
2014	 	For the Six
Months Ended
June 30,
2014	 	
Effective interest rate on liability component	 	10.0	%	10.0	%	
Cash interest expense recognized	 	$	345	 	$	1,886	 	
Non-cash interest expense recognized	 	293	 	1,592	 	
Non-cash deferred financing amortization costs included in interest expense	 	39	 	216	 	

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11 - INTEREST RATE SWAP AGREEMENTS
 
As of March 31, 2014, the Company had one interest rate swap agreement outstanding with DNB Bank ASA to manage interest costs and risk associated with variable interest rates related to the Company’s 2007 Credit Facility.  The notional amount of the swap was $106,233.  As of March 31, 2014, the Company was in default under covenants of its 2007 Credit Facility due to the default on the schedule debt amortization payment due on March 31, 2014.  The default under the 2007 Credit Facility required 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.
 
As of June 30, 2015 and December 31, 2014 the Company did not have any interest rate swap agreements.
 
The differentials to be paid or received for these swap agreements were 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 income (expense).  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 were recorded in the Condensed Consolidated Statement of Operations in Interest expense and the remaining amounts included in AOCI were 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:
 
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Three-Month Period Ended June 30, 2014
Predecessor Company

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	 	$	(1,078	)	Other Income (Expense)	 	$	—	 	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Six-Month Period Ended June 30, 2014
Predecessor Company

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	 	$	(2,485	)	Other Income (Expense)	 	$	—	 	

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.
 
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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 consist 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 Three-Month Period Ended June 30, 2015
Successor Company

 	 	Net Unrealized
Gain (Loss)
on
Investments	 	
AOCI — April 1, 2015	 	$	(22,958	)	
 	 	 	 	
OCI before reclassifications	 	(3,402	)	
Amounts reclassified from AOCI	 	—	 	
Net current-period OCI	 	(3,402	)	
 	 	 	 	
AOCI — June 30, 2015	 	$	(26,360	)	
 
Changes in AOCI by Component
For the Three-Month Period Ended June 30, 2014
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain
on
Investments	 	Total	 	
AOCI — April 1, 2014	 	$	(5,748	)	$	46,483	 	$	40,735	 	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	—	 	(13,737	)	(13,737	)	
Amounts reclassified from AOCI	 	1,078	 	—	 	1,078	 	
Net current-period OCI	 	1,078	 	(13,737	)	(12,659	)	
 	 	 	 	 	 	 	 	
AOCI — June 30, 2014	 	$	(4,670	)	$	32,746	 	$	28,076	 	
 
Changes in AOCI by Component
For the Six-Month Period Ended June 30, 2015
Successor Company

 	 	Net Unrealized
Gain (Loss)
on
Investments	 	
AOCI — January 1, 2015	 	$	(25,317	)	
 	 	 	 	
OCI before reclassifications	 	(1,043	)	
Amounts reclassified from AOCI	 	—	 	
Net current-period OCI	 	(1,043	)	
 	 	 	 	
AOCI — June 30, 2015	 	$	(26,360	)	
 
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Changes in AOCI by Component
For the Six-Month Period Ended June 30, 2014
Predecessor Company

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain
on
Investments	 	Total	 	
AOCI — January 1, 2014	 	$	(6,976	)	$	60,698	 	$	53,722	 	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	(179	)	(27,952	)	(28,131	)	
Amounts reclassified from AOCI	 	2,485	 	—	 	2,485	 	
Net current-period OCI	 	2,306	 	(27,952	)	(25,646	)	
 	 	 	 	 	 	 	 	
AOCI — June 30, 2014	 	$	(4,670	)	$	32,746	 	$	28,076	 	
 
Reclassifications Out of AOCI
For the Three -Month Periods Ended June 30, 2015 and 2014

 	 	Amount Reclassified from AOCI	 	 	 	
 	 	Successor	 	Predecessor	 	 	 	
Details about AOCI Components	 	Three Months
Ended
June 30,
2015	 	Three Months
Ended
June 30,
2014	 	Net Loss is Presented	 	
Gains and losses on cash flow hedges	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—	 	$	1,078	 	Interest expense	 	
 	 	 	 	 	 	 	 	
Total reclassifications for the period	 	$	—	 	$	1,078	 	 	 	
 
Reclassifications Out of AOCI
For the Six -Month Periods Ended June 30, 2015 and 2014

 	 	Amount Reclassified from AOCI	 	 	 	
 	 	Successor	 	Predecessor	 	 	 	
Details about AOCI Components	 	Six Months
Ended
June 30,
2015	 	Six Months
Ended
June 30,
2014	 	Net Loss is Presented	 	
Gains and losses on cash flow hedges	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—	 	$	2,485	 	Interest expense	 	
 	 	 	 	 	 	 	 	
Total reclassifications for the period	 	$	—	 	$	2,485	 	 	 	
 
13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The fair values and carrying values of the Company’s financial instruments at June 30, 2015 and December 31, 2014 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

 	 	Successor	 	
 	 	June 30, 2015	 	December 31, 2014	 	
 	 	Carrying
Value	 	Fair Value	 	Carrying
Value	 	Fair Value	 	
Cash and cash equivalents	 	$	61,648	 	$	61,648	 	$	83,414	 	$	83,414	 	
Restricted cash	 	10,050	 	10,050	 	29,695	 	29,695	 	
Floating rate debt	 	448,617	 	448,617	 	430,135	 	430,135	 	

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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 and there were no changes to rates pursuant to the April 2015 Amendments.   The fair value of the floating rate debt under the $44 Million Term Loan Facility is based on rates that Baltic Trading initially obtained on the effective date of the facility, and there were no changes to rates pursuant to the Guarantee and Indemnity entered into by the Company during April 2015.  The fair value of the floating rate debt under the 2015 Revolving Credit Facility is based on rates the Company recently obtained upon the effective date of the facility on April 7, 2015.   The fair value of the Baltic Trading $148 Million Credit Facility, Baltic Trading $22 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities is based on rates that Baltic Trading initially obtained upon the effective dates of these facilities which did not change pursuant to the Amendment and Consent Agreements effective on July 14, 2015. 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.  The carrying amounts of the Company’s other financial instruments at June 30, 2015 and December 31, 2014 (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 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 June 30, 2015 and December 31, 2014, the fair values of the Company’s financial assets and liabilities are categorized as follows:

 	 	Successor	 	
 	 	June 30, 2015	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	
Investments	 	$	25,443	 	$	25,443	 	

 	 	Successor	 	
 	 	December 31, 2014	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	
Investments	 	$	26,486	 	$	26,486	 	

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.  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 Company did not have any Level 3 financial assets or liabilities as of June 30, 2015 and December 31, 2014.
 
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14 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
 
Prepaid expenses and other current assets consist of the following:

 	 	Successor	 	Successor	 	
 	 	June 30,
2015	 	December 31,
2014	 	
Lubricant inventory, fuel oil and diesel oil inventory and other stores	 	$	11,459	 	$	11,018	 	
Prepaid items	 	4,552	 	4,638	 	
Insurance receivable	 	2,474	 	1,951	 	
Other	 	4,131	 	4,816	 	
Total prepaid expenses and other current assets	 	$	22,616	 	$	22,423	 	
 
Other noncurrent assets in the amount of $514 at June 30, 2015 and December 31, 2014 represent the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 20 — 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. These costs are amortized over the life of the related debt and are included in interest expense.  Refer to Note 9 — Debt for further information regarding the existing loan facilities.
 
Total net deferred financing costs consist of the following as of June 30, 2015 and December 31, 2014:

 	 	Successor	 	Successor	 	
 	 	June 30,
2015	 	December
31, 2014	 	
 	 	 	 	 	 	
$	100 Million Term Loan Facility	 	$	1,656	 	$	1,492	 	
$	253 Million Term Loan Facility	 	3,485	 	3,135	 	
$	44 Million Term Loan Facility	 	862	 	758	 	
2015 Revolving Credit Facility	 	1,254	 	—	 	
Baltic Trading $148 Million Credit Facility	 	3,456	 	3,233	 	
Baltic Trading $22 Million Term Loan Facility	 	544	 	529	 	
2014 Baltic Trading Term Loan Facilities	 	1,871	 	1,853	 	
Total deferred financing costs	 	13,128	 	11,000	 	
Less: accumulated amortization	 	1,780	 	729	 	
Total	 	$	11,348	 	$	10,271	 	
 
Amortization expense for deferred financing costs for the Successor Company and the Predecessor Company for the three months ended June 30, 2015 and 2014 was $564 and $2,071, respectively.  Amortization expense for deferred financing costs for the Successor Company and the Predecessor Company for the six months ended June 30, 2015 and 2014 was $1,051 and $4,291, respectively.  This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.
 
Baltic Trading entered into the Baltic Trading $148 Million Credit Facility on December 31, 2014, which was used to refinance the outstanding indebtedness under the 2010 Baltic Trading Credit Facility.  As such, on December 31, 2014, the net unamortized deferred financing costs associated with the 2010 Baltic Trading Credit Facility are being amortized over the life of the Baltic Trading $148 Million Credit Facility.  (Refer to Note 9 — Debt)
 
16 - FIXED ASSETS
 
Fixed assets consist of the following:

 	 	Successor	 	Successor	 	
 	 	June 30,
2015	 	December 31,
2014	 	
Fixed assets, at cost:	 	 	 	 	 	
Vessel equipment	 	$	649	 	$	229	 	
Furniture and fixtures	 	462	 	462	 	
Computer equipment	 	142	 	129	 	
Total costs	 	1,253	 	820	 	
Less: accumulated depreciation and amortization	 	236	 	119	 	
Total	 	$	1,017	 	$	701	 	
 
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Depreciation and amortization expense for fixed assets for the Successor Company and the Predecessor Company for the three months ended June 30, 2015 and 2014 was $66 and $220, respectively.  Depreciation and amortization expense for fixed assets for the Successor Company and the Predecessor Company for the six months ended June 30, 2015 and 2014 was $117 and $439, respectively.  Refer to Note 4 — Cash Flow Information for information regarding the reclassification from fixed assets to vessels assets during the six months ended June 30, 2014.
 
17 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
Accounts payable and accrued expenses consist of the following:

 	 	Successor	 	Successor	 	
 	 	June 30,
2015	 	December 31,
2014	 	
Accounts payable	 	$	10,600	 	$	9,921	 	
Accrued general and administrative expenses	 	9,281	 	5,894	 	
Accrued vessel operating expenses	 	13,251	 	12,402	 	
Total	 	$	33,132	 	$	28,217	 	
 
18 — REVENUE FROM TIME CHARTERS
 
Total voyage 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 three months ended June 30, 2015 and 2014 for the Successor Company and the Predecessor Company was $33,772 and $51,545, respectively, and for the six months ended June 30, 2015 and 2014 was $67,381 and $114,725, respectively.  There was no profit sharing revenue earned during the three and six months ended June 30, 2015 and 2014.  Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of August 3, 2015, is expected to be $3,515 for the remainder of 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.
 
19 — 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:

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
Professional fees incurred	 	$	198	 	$	19,855	 	$	476	 	$	19,855	 	
Trustee fees incurred	 	115	 	251	 	357	 	251	 	
Total reorganization fees	 	$	313	 	$	20,106	 	$	833	 	$	20,106	 	
 	 	 	 	 	 	 	 	 	 	
Gain on settlement of liabilities subject to compromise	 	$	—	 	$	—	 	$	—	 	$	—	 	
Net gain on debt and equity discharge and issuance	 	—	 	—	 	—	 	—	 	
Fresh-start reporting adjustments	 	—	 	—	 	—	 	—	 	
Total fresh-start adjustment	 	$	—	 	$	—	 	$	—	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	
Total reorganization items, net	 	$	313	 	$	20,106	 	$	833	 	$	20,106	 	
 
20 — 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
 
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the three and six months ended June 30, 2014, the Predecessor Company recorded net rent expense of ($28) related to this lease agreement.  Pursuant to the Plan that was approved by the Bankruptcy Court, the Debtors rejected the 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 remaining term of the lease from the Effective Date to September 30, 2025 is $150.  The Company had a long-term lease obligation at June 30, 2015 and December 31, 2014 of $789 and $390, respectively.  Rent expense pertaining to this lease recorded by the Successor Company and the Predecessor Company for the three months ended June 30, 2015 and 2014 was $452 and $390, respectively, and $904 and $779 for the six months ended June 30, 2015 and 2014, respectively.
 
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $538 for the remainder of 2015, $1,076 annually for 2016 and 2017, $916 for 2018, $2,230 for 2019 and a total of $13,360 for the remaining term of the lease.
 
21 — STOCK-BASED COMPENSATION
 
Genco Shipping & Trading — Predecessor Company
 
Under the Plan that was approved by the Bankruptcy Court, on the Effective Date, the 880,465 unvested shares that were issued under the Genco Shipping & Trading Limited 2005 and 2012 Equity Incentive Plans (the “GS&T Plans”) were deemed vested automatically and equity warrants were issued.
 
There were no shares that vested under the GS&T Plans during the six months ended June 30, 2014 for the Predecessor Company.
 
For the three and six months ended June 30, 2014 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	 	
 	 	Three Months
Ended
June 30,
2014	 	Six Months
Ended
June 30,
2014	 	
General, administrative and management fees	 	$	393	 	$	820	 	

Genco Shipping & Trading — Successor Company
 
2014 Management Incentive Plan
 
On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). 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-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
 
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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 Black-Scholes-Merton option pricing formula 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 three and six months ended June 30, 2015, the Successor Company recognized amortization expense of the fair value of these warrants of $8,289 and $16,488, respectively, 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 $24,558 as of June 30, 2015 is expected to be expensed $9,453, $11,496, and $3,609 during the remainder of 2015 and during the years ending December 31, 2016 and 2017, respectively.  The following table summarizes all the warrant activity for the six months ended June 30, 2015:

 	 	Number of
Warrants	 	Weighted
Average Exercise
Price	 	Weighted
Average Fair
Value	 	
Outstanding at January 1, 2015 - Successor	 	8,557,461	 	$	30.31	 	$	6.36	 	
Granted	 	—	 	—	 	—	 	
Exercised	 	—	 	—	 	—	 	
Forfeited	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	
Outstanding at June 30, 2015 - Successor	 	8,557,461	 	$	30.31	 	$	6.36	 	
 
The following table summarizes certain information about the warrants outstanding as of June 30, 2015:

 	 	Warrants Outstanding,
June 30, 2015	 	Warrants Exercisable,
June 30, 2015	 	
 	 	 	 	 	 	Weighted	 	 	 	 	 	
 	 	 	 	Weighted	 	Average	 	 	 	Weighted	 	
Weighted
Average
Exercise Price	 	Number of
Warrants	 	Average
Exercise
Price	 	Remaining
Contractual
Life	 	Number of
Warrants	 	Average
Exercise
Price	 	
$	 30.31	 	8,557,461	 	$	30.31	 	5.11	 	—	 	—	 	

The nonvested stock awards granted under the MIP will vest ratably on each of the three anniversaries of the determined vesting date of August 7, 2014.  The table below summarizes the Successor Company’s nonvested stock awards for the six months ended June 30, 2015 which were issued under the MIP:

 	 	Number of
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2015 - Successor	 	1,110,600	 	$	20.00	 	
Granted	 	—	 	—	 	
Vested	 	—	 	—	 	
Forfeited	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at June 30, 2015 - Successor	 	1,110,600	 	$	20.00	 	
 
There were no shares that vested under the MIP during the six months ended June 30, 2015 for the Successor Company.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
 
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For the three and six months ended June 30, 2015, the Successor Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General, administrative and management fees, as follows:

 	 	Successor	 	
 	 	Three Months
Ended
June 30,
2015	 	Six Months
Ended
June 30,
2015	 	
General, administrative and management fees	 	$	3,382	 	$	6,727	 	

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of June 30, 2015, unrecognized compensation cost of $10,021 related to nonvested stock will be recognized over a weighted-average period of 2.11 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 six months ended June 30, 2015 under the Baltic Trading Plan:

 	 	Number of Baltic
Trading
Common
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2015	 	1,941,844	 	$	3.80	 	
Granted	 	—	 	—	 	
Vested	 	—	 	—	 	
Forfeited	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at June 30, 2015	 	1,941,844	 	$	3.80	 	
 
The total fair value of shares that vested under the Baltic Trading Plan during the six months ended June 30, 2015 and 2014 was $0 and $1,143, 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 three and six months ended June 30, 2015 and 2014, 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:

 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
General, administrative and management fees	 	$	791	 	$	908	 	$	1,608	 	$	1,871	 	

The Company is amortizing Baltic Trading’s grants over the applicable vesting periods, net of anticipated forfeitures.  As of June 30, 2015, unrecognized compensation cost of $3,666 related to nonvested stock will be recognized over a weighted-average period of 2.79 years.
 
When the Merger was completed on July 17, 2015, the 1,941,844 nonvested shares issued under the Baltic Trading Plan vested automatically and received the same consideration in the Merger as holders of Baltic Trading’s common stock.  Refer to Note 1 — General Information for further information regarding the Merger.
 
22 - LEGAL PROCEEDINGS
 
Refer to Note 1 — General Information for information concerning the Chapter 11 Cases.
 
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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 was released from escrow to the Company on June 22, 2015 after the arbitration related to this case was 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.
 
In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York, styled Erol Sarikaya v. Peter C. Georgiopoulos et al. , Index No. 651244/2015, filed on April 15, 2015, voluntarily dismissed, and refiled as Joshua Bourne v. Peter C. Georgiopoulos et al. , Index No. 651429/2015, filed on April 28, 2015, Justin Wilson v. Baltic Trading Ltd., et al. , Index No. 651241/2015, filed on April 15, 2015, Sangeetha Ganesan v. Baltic Trading Limited et al. , Index No. 651279/2015, filed on April 17, 2015, Edward Braunstein v. Peter C. Georgiopoulos et al. , Index No. 651368/2015, filed on April 23, 2015, Larry Williams v. Baltic Trading Ltd., et al. , Index No. 651371/2015, filed on April 23, 2015, and Larry Goldstein and Bernhard Stomporowski v. John C. Wobensmith et al.,  Index No. 651407/2015, filed on April 27, 2015. All six complaints purport to be brought by and on behalf of the Baltic Trading’s shareholders. The plaintiff in each action alleges the proposed merger does not fairly compensate Baltic Trading’s shareholders and undervalues Baltic Trading. Each lawsuit names as defendants some or all of the Company, Baltic Trading, the individual members of Baltic Trading’s board, the Company’s and Baltic Trading’s President, and the Company’s merger subsidiary. The claims generally allege (i) breaches of fiduciary duties of good faith, due care, disclosure to shareholders, and loyalty, including for failing to maximize shareholder value, and (ii) aiding and abetting those breaches. Among other relief, the complaints seek an injunction against the merger, declaratory judgments that the individual defendants breached fiduciary duties, rescission of the merger agreement, and unspecified damages.  On May 26, 2015, the six above described actions were consolidated under the caption In Re Baltic Trading Ltd. Stockholder Litigation , Index No. 651241/2015, and a consolidated class action complaint was filed on June 10, 2015 (the “Consolidated Complaint”).
 
On June 30, 2015, Defendants moved to dismiss the Consolidated Complaint in its entirety; that motion is pending.  On July 9, 2015, plaintiffs in that action moved to enjoin the merger vote, scheduled to take place on July 17, 2015.  The motion was thereafter fully briefed and argued on July 15, 2015.  The motion to enjoin the vote was denied.  Plaintiffs sought an emergency injunction and temporary restraining order from the New York State Appellate Division, First Department the following day, on July 16, 2015.  The Appellate Division denied the request, and the vote, and subsequent merger, proceeded as scheduled on July 17, 2015.  Plaintiffs thereafter withdrew the appeal.
 
Separately, on or around May 12, 2015, a complaint was filed in the United States District Court for the Southern District of New York, styled Todd J. Biederman v. Baltic Trading Limited et al. , 15-cv-3711 (RJS), seeking relief pursuant to Sections 14(a) and 20(a) of the Exchange Act and also alleging breaches of fiduciary duties and aiding and abetting those breaches. That complaint alleges facts and seeks relief similar to that in the actions in the New York State Supreme Court, in addition to claims regarding the adequacy of the preliminary joint proxy statement/prospectus and Form S-4 disclosures.
 
Based on currently available information, the Company cannot reasonably estimate the loss, if any, in the event of an unfavorable outcome in any of these matters.  However, the Company does not believe that it is probable that the resolution of these matters will have a material financial reporting consequence.
 
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.
 
23 - SUBSEQUENT EVENTS
 
On July 17, 2015, the Merger with Baltic Trading was approved at the Annual Meeting.  Refer to Note 1 — General information for further information.
 
Additionally, on July 14, 2015 Baltic Trading and certain of its wholly owned subsidiaries entered into the Amendment and Consent Agreements to amend, provided consents under, or waive certain provision of the Baltic Trading $22 Million Term Loan
 
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Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.  Refer to Note 9 — Debt for additional information.
 
On July 17, 2015, when the Merger was completed, the Company executed a guaranty of the obligations of the borrowers under the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.  The execution of the guarantees, together with certain other items that were previously delivered, satisfied all conditions to the effectiveness of all provisions of the Amendment and Consent Agreements.   Refer to Note 9 — Debt for additional information.
 
On August 6, 2015, the Company took delivery of the Baltic Scorpion, a 63,462 dwt Ultramax newbuilding from Yangfan Group Co., Ltd.  The Company utilized cash on hand and $16,500 of proceeds from the $33,000 term loan facility under the Baltic Trading $148 Million Credit Facility to pay the remaining balance of $19,600 for the Baltic Scorpion.
 
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, the Company’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 ability to realize the expected benefits of the merger to the degree, in the amounts or in the timeframe anticipated; (xviii) the ability to integrate Baltic Trading’s businesses with those of Genco in a timely and cost-efficient manner; (xix) the extent to which our operating results continue to be affected by weakness in market conditions and charter rates; (xx) 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; (xxi) 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; (xxii) 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 registration statement on Form S-4 filed with Securities and Exchange Commission on May 4, 2015 (as amended), our Annual Report on Form 10-K for the year ended December 31, 2014 (as amended), and our subsequent reports on Form 10-Q and Forms 8-K.  Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance.  The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary.  We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
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.  After the merger with Baltic Trading Limited (“Baltic Trading”), our fleet currently consists of 13 Capesize, eight Panamax, three Ultramax, 21 Supramax, six Handymax
 
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and 18 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 5,095,000 dwt, and the average age of our fleet is currently approximately 8.9 years.  After the expected delivery of one additional Ultramax newbuilding vessel that we have agreed to acquire, we will own a fleet of 13 Capesize, eight Panamax, four Ultramax, 21 Supramax, six Handymax and 18 Handysize drybulk carriers with a total carrying capacity of approximately 5,159,000 dwt.  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, spot market-related time charter and vessel pool contracts that expire (assuming the option periods in the time charters are not exercised) between August 2015 and February 2017.
 
See pages 41 - 44 for a table of all vessels that have been or are expected to be delivered to us.
 
On April 7, 2015, we entered into a definitive merger agreement with Baltic Trading under which we agreed to acquire Baltic Trading in a stock-for-stock transaction (the “Merger”).  Under the terms of the agreement, Baltic Trading became our indirect wholly-owned subsidiary, and Baltic Trading shareholders (other than GS&T and its subsidiaries) received 0.216 shares of our common stock for each share of Baltic Trading’s common stock they owned at closing, with fractional shares that were settled in cash.  Upon consummation of the transaction on July 17, 2015, our shareholders owned approximately 84.5% of the combined company, and Baltic Trading’s shareholders (other than the GS&T and its subsidiaries) owned approximately 15.5% of the combined company.  Shares of Baltic Trading’s Class B stock (all of which we owned) were canceled in the Merger.  Our stock commenced trading on the New York Stock Exchange after consummation of the transaction on July 20, 2015 under the symbol “GNK.”
 
Our Board of Directors and Baltic Trading’s Board of Directors established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  The Boards of Directors of both companies approved the merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  The Merger was approved on July 17, 2015 at the 2015 Annual Meeting of Shareholders (the “Annual Meeting”).
 
Prior to the Merger, as of June 30, 2015, our wholly-owned subsidiary Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented a 10.85% ownership interest in Baltic Trading and 64.60% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock at June 30, 2015.  Baltic Trading is consolidated as we also controlled a majority of the voting interest in Baltic Trading prior to the Merger. Management’s discussion and analysis of our results of operations and financial condition includes the results of Baltic Trading.
 
On April 21, 2014, we 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, we emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. Refer to the Annual Report on Form 10-K for the year ended December 31, 2014, as amended, for a detailed description of the Plan.
 
Additionally, on April 7, 2015, we entered into an agreement under which we acquired all of the shares of two single-purpose entities that were wholly owned by Baltic Trading, each of which owns one Capesize drybulk vessel, for an aggregate purchase price of $68.5 million, subject to reduction for $40.6 million of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by the Company and an adjustment for the difference between such single-purpose entities’ current assets and total liabilities as of the closing date.  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen its balance sheet.  Through the transactions, which closed on April 8, 2015, we acquired the vessels known as the Baltic Lion and the Baltic Tiger. The independent special committees of both companies’ Boards of Directors reviewed and approved this transaction.
 
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 will be eliminated for financial reporting purposes.  The Management Agreement was terminated as of July 18, 2015.
 
On April 7, 2015, five of our wholly-owned subsidiaries, Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited (collectively, the “Subsidiaries”) entered into a loan agreement by and among the Subsidiaries, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent, security agent, and as
 
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lender, providing for a $59.5 million revolving credit facility, with an uncommitted accordion feature that, if exercised, will upsize the facility up to $150.0 million (the “2015 Revolving Credit Facility”).  On April 7, 2015, we entered into a guarantee of the obligations of the Subsidiaries under the 2015 Revolving Credit Facility, in favor of ABN AMRO Capital USA LLC.  Borrowings under the 2015 Revolving Credit Facility are to be secured by liens on each of the Subsidiaries’ respective vessels; specifically, the Genco Commodus, Genco Maximus, Genco Claudius, Genco Hunter and Genco Warrior and other related assets.  Should the accordion feature be exercised, the 2015 Revolving Credit Facility will also be secured by up to six additional Capesize vessels and two additional Supramax vessels owned by other subsidiaries of the Company and other related assets.
 
Borrowings under the 2015 Revolving Credit Facility have been used for general corporate purposes including “working capital” (as defined in the 2015 Revolving Credit Facility) and to finance the purchase of drybulk vessels.  The 2015 Revolving Credit Facility has a maturity date of April 7, 2020.  Borrowings under the 2015 Revolving Credit Facility bear interest at LIBOR plus a margin based on a combination of utilization levels under the 2015 Revolving Credit Facility and a security maintenance cover ranging from 3.40% per annum to 4.25% per annum.  The commitment under the 2015 Revolving Credit Facility is subject to quarterly reductions of $1.6 million to $4.1 million depending on the total amount committed.  Borrowings under the 2015 Revolving Credit Facility are subject to 20 equal consecutive quarterly installment repayments commencing three months after the date of the loan agreement, or July 7, 2015.  On April 8, 2015, we drew down $25.0 million on the 2015 Revolving Credit Facility for working capital purposes and to partially fund the purchase of the Baltic Lion and Baltic Tiger from Baltic Trading.  Additionally, on July 10, 2015, we drew down $10.0 million for working capital purposes.
 
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 to Baltic Trading on October 29, 2014.  The Baltic Wasp was delivered to Baltic Trading on January 2, 2015. The Baltic Scorpion was delivered on August 6, 2015 and the Baltic Mantis is expected to be delivered to during the third quarter of 2015. We intend to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the Baltic Trading $148 Million Credit Facility as described in Note 9 — Debt in our Condensed Consolidated Financial Statements, to fully finance the acquisition of the remaining two Ultramax newbuilding drybulk vessels.
 
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.  Currently, MEP’s payments of management fees due to us under the agency agreement are in arrears in an amount of approximately $1.9 million. We have demanded payment of these fees from MEP, and we are assessing our rights. The matter has been referred to an independent committee of our board of directors, which is overseeing our handling of this matter.
 
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
 
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three and six months ended June 30, 2015 and 2014 for the Successor Company and the Predecessor Company, respectively, on a consolidated basis, which includes the operations of Baltic Trading.

 	 	For the Three Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	Increase	 	 	 	
 	 	2015	 	2014	 	(Decrease)	 	% Change	 	
Fleet Data:	 	 	 	 	 	 	 	 	 	
Ownership days (1) 	 	 	 	 	 	 	 	 	 	
Capesize	 	1,183.0	 	1,183.0	 	—	 	—	 	
Panamax	 	728.0	 	728.0	 	—	 	—	 	
Ultramax	 	182.0	 	—	 	182.0	 	100.0	%	
Supramax	 	1,911.0	 	1,911.0	 	—	 	—	 	
Handymax	 	546.0	 	546.0	 	—	 	—	 	
Handysize	 	1,638.0	 	1,638.0	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	6,188.0	 	6,006.0	 	182.0	 	3.0	%	
 	 	 	 	 	 	 	 	 	 	
Available days (2) 	 	 	 	 	 	 	 	 	 	
Capesize	 	1,159.3	 	1,183.0	 	(23.7	)	(2.0	)%	
Panamax	 	716.4	 	699.0	 	17.4	 	2.5	%	
Ultramax	 	182.0	 	—	 	182.0	 	100.0	%	
Supramax	 	1,810.8	 	1,816.1	 	(5.3	)	(0.3	)%	
Handymax	 	441.0	 	539.9	 	(98.9	)	(18.3	)%	
Handysize	 	1,616.7	 	1,625.7	 	(9.0	)	(0.6	)%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,926.2	 	5,863.7	 	62.5	 	1.1	%	
 	 	 	 	 	 	 	 	 	 	
Operating days (3) 	 	 	 	 	 	 	 	 	 	
Capesize	 	1,130.0	 	1,182.0	 	(52.0	)	(4.4	)%	
Panamax	 	715.8	 	697.1	 	18.7	 	2.7	%	
Ultramax	 	182.0	 	—	 	182.0	 	100.0	%	
Supramax	 	1,741.1	 	1,776.7	 	(35.6	)	(2.0	)%	
Handymax	 	437.1	 	523.2	 	(86.1	)	(16.5	)%	
Handysize	 	1,612.0	 	1,534.1	 	77.9	 	5.1	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,818.0	 	5,713.1	 	104.9	 	1.8	%	
 	 	 	 	 	 	 	 	 	 	
Fleet utilization (4) 	 	 	 	 	 	 	 	 	 	
Capesize	 	97.5	%	99.9	%	(2.4	)%	(2.4	)%	
Panamax	 	99.9	%	99.7	%	0.2	%	0.2	%	
Ultramax	 	100.0	%	—	 	100.0	%	100.0	%	
Supramax	 	96.2	%	97.8	%	(1.6	)%	(1.6	)%	
Handymax	 	99.1	%	96.9	%	2.2	%	2.3	%	
Handysize	 	99.7	%	94.4	%	5.3	%	5.6	%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	98.2	%	97.4	%	0.8	%	0.8	%	

 	 	For the Three Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	Increase	 	 	 	
 	 	2015	 	2014	 	(Decrease)	 	% Change	 	
 	 	(U.S. dollars)	 	 	 	 	 	
Average Daily Results:	 	 	 	 	 	 	 	 	 	
Time Charter Equivalent (5) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	3,228	 	$	11,414	 	$	(8,186	)	(71.7	)%	
Panamax	 	4,207	 	5,977	 	(1,770	)	(29.6	)%	
Ultramax	 	7,481	 	—	 	7,481	 	100.0	%	
Supramax	 	5,836	 	8,244	 	(2,408	)	(29.2	)%	
Handymax	 	5,782	 	8,629	 	(2,847	)	(33.0	)%	
Handysize	 	5,431	 	7,535	 	(2,104	)	(27.9	)%	

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Fleet average	 	5,065	 	8,452	 	(3,387	)	(40.1	)%	
 	 	 	 	 	 	 	 	 	 	
Daily vessel operating expenses (6) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,170	 	$	5,301	 	$	(131	)	(2.5	)%	
Panamax	 	4,430	 	5,528	 	(1,098	)	(19.9	)%	
Ultramax	 	4,769	 	—	 	4,769	 	100.0	%	
Supramax	 	4,860	 	5,208	 	(348	)	(6.7	)%	
Handymax	 	5,687	 	5,161	 	526	 	10.2	%	
Handysize	 	4,473	 	4,567	 	(94	)	(2.1	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	4,836	 	5,086	 	(250	)	(4.9	)%	

 	 	For the Six Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	Increase	 	 	 	
 	 	2015	 	2014	 	(Decrease)	 	% Change	 	
Fleet Data:	 	 	 	 	 	 	 	 	 	
Ownership days (1) 	 	 	 	 	 	 	 	 	 	
Capesize	 	2,353.0	 	2,353.0	 	—	 	—	 	
Panamax	 	1,448.0	 	1,448.0	 	—	 	—	 	
Ultramax	 	360.9	 	—	 	360.9	 	100.0	%	
Supramax	 	3,801.0	 	3,801.0	 	—	 	—	 	
Handymax	 	1,086.0	 	1,086.0	 	—	 	—	 	
Handysize	 	3,258.0	 	3,258.0	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	12,306.9	 	11,946.0	 	360.9	 	3.0	%	
 	 	 	 	 	 	 	 	 	 	
Available days (2) 	 	 	 	 	 	 	 	 	 	
Capesize	 	2,305.3	 	2,353.0	 	(47.7	)	(2.0	)%	
Panamax	 	1,424.6	 	1,378.4	 	46.2	 	3.4	%	
Ultramax	 	356.5	 	—	 	356.5	 	100.0	%	
Supramax	 	3,573.2	 	3,612.4	 	(39.2	)	(1.1	)%	
Handymax	 	947.5	 	1,039.2	 	(91.7	)	(8.8	)%	
Handysize	 	3,191.4	 	3,173.9	 	17.5	 	0.6	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	11,798.5	 	11,556.9	 	241.6	 	2.1	%	
 	 	 	 	 	 	 	 	 	 	
Operating days (3) 	 	 	 	 	 	 	 	 	 	
Capesize	 	2,275.6	 	2,351.4	 	(75.8	)	(3.2	)%	
Panamax	 	1,423.7	 	1,375.5	 	48.2	 	3.5	%	
Ultramax	 	356.5	 	—	 	356.5	 	100.0	%	
Supramax	 	3,485.1	 	3,560.5	 	(75.4	)	(2.1	)%	
Handymax	 	908.8	 	1,015.8	 	(107.0	)	(10.5	)%	
Handysize	 	3,181.8	 	3,066.8	 	115.0	 	3.7	%	
 	 	 	 	 	 	 	 	 	 	
Total	 	11,631.5	 	11,370.0	 	261.5	 	2.3	%	
 	 	 	 	 	 	 	 	 	 	
Fleet utilization (4) 	 	 	 	 	 	 	 	 	 	
Capesize	 	98.7	%	99.9	%	(1.2	)%	(1.2	)%	
Panamax	 	99.9	%	99.8	%	0.1	%	0.1	%	
Ultramax	 	100.0	%	—	 	100.0	%	100.0	%	
Supramax	 	97.5	%	98.6	%	(1.1	)%	(1.1	)%	
Handymax	 	95.9	%	97.8	%	(1.9	)%	(1.9	)%	
Handysize	 	99.7	%	96.6	%	3.1	%	3.2	%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	98.6	%	98.4	%	0.2	%	0.2	%	
 
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 	 	For the Six Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	Increase	 	 	 	
 	 	2015	 	2014	 	(Decrease)	 	% Change	 	
 	 	(U.S. dollars)	 	 	 	 	 	
Average Daily Results:	 	 	 	 	 	 	 	 	 	
Time Charter Equivalent (5) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	3,672	 	$	13,578	 	$	(9,906	)	(73.0	)%	
Panamax	 	4,193	 	7,822	 	(3,629	)	(46.4	)%	
Ultramax	 	6,937	 	—	 	6,937	 	100.0	%	
Supramax	 	5,265	 	8,891	 	(3,626	)	(40.8	)%	
Handymax	 	5,335	 	8,714	 	(3,379	)	(38.8	)%	
Handysize	 	5,786	 	8,470	 	(2,684	)	(31.7	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	5,021	 	9,586	 	(4,565	)	(47.6	)%	
 	 	 	 	 	 	 	 	 	 	
Daily vessel operating expenses (6) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,157	 	$	5,378	 	$	(221	)	(4.1	)%	
Panamax	 	4,475	 	5,469	 	(994	)	(18.2	)%	
Ultramax	 	4,616	 	—	 	4,616	 	100.0	%	
Supramax	 	4,856	 	5,286	 	(430	)	(8.1	)%	
Handymax	 	5,004	 	5,025	 	(21	)	(0.4	)%	
Handysize	 	4,428	 	4,803	 	(375	)	(7.8	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	4,762	 	5,171	 	(409	)	(7.9	)%	
 
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.
 
(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.
 
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 	 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Voyage revenues (in thousands)	 	$	33,772	 	$	51,545	 	$	67,381	 	$	114,725	 	
Voyage expenses (in thousands)	 	3,757	 	1,983	 	8,137	 	3,940	 	
 	 	$	30,015	 	$	49,562	 	$	59,244	 	$	110,785	 	
Total available days	 	5,926.2	 	5,863.7	 	11,798.5	 	11,556.9	 	
Total TCE rate	 	$	5,065	 	$	8,452	 	$	5,021	 	$	9,586	 	
 
(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 six months ended June 30, 2015 and 2014 on a consolidated basis for the Successor Company and Predecessor Company, respectively, which includes the operations of Baltic Trading. 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 the Predecessor Company.

 	 	For the Three Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	 	 	 	 	
 	 	2015	 	2014	 	Change	 	% Change	 	
 	 	(U.S. dollars in thousands, except for per share amounts)	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	33,772	 	$	51,545	 	$	(17,773	)	(34.5	)%	
Service revenues	 	819	 	819	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total revenues	 	34,591	 	52,364	 	(17,773	)	(33.9	)%	
 	 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	3,757	 	1,983	 	1,774	 	89.5	%	
Vessel operating expenses	 	29,928	 	30,545	 	(617	)	(2.0	)%	
General, administrative and management fees	 	26,491	 	9,850	 	16,641	 	168.9	%	
Depreciation and amortization	 	19,399	 	36,538	 	(17,139	)	(46.9	)%	
Loss on sale of vessels	 	1,210	 	—	 	1,210	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	80,785	 	78,916	 	1,869	 	2.4	%	
 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(46,194	)	(26,552	)	(19,642	)	74.0	%	
Other expense	 	(4,727	)	(18,535	)	13,808	 	(74.5	)%	
 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(50,921	)	(45,087	)	(5,834	)	12.9	%	
Reorganization items, net	 	(313	)	(20,106	)	19,793	 	(98.4	)%	
 	 	 	 	 	 	 	 	 	 	
Loss before income taxes	 	(51,234	)	(65,193	)	13,959	 	(21.4	)%	
Income tax expense	 	(718	)	(364	)	(354	)	97.3	%	
 	 	 	 	 	 	 	 	 	 	
Net loss	 	(51,952	)	(65,557	)	13,605	 	(20.8	)%	
Less: Net loss attributable to noncontrolling interest	 	(11,620	)	(5,033	)	(6,587	)	130.9	%	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(40,332	)	$	(60,524	)	$	20,192	 	(33.4	)%	
 	 	 	 	 	 	 	 	 	 	
Net loss per share - basic	 	$	(0.67	)	$	(1.39	)	N/A	 	N/A	 	
Net loss per share - diluted	 	$	(0.67	)	$	(1.39	)	N/A	 	N/A	 	
Dividends declared and paid per share	 	$	—	 	$	—	 	$	—	 	—	 	
Weighted average common shares outstanding - basic	 	60,487,189	 	43,568,942	 	N/A	 	N/A	 	
Weighted average common shares outstanding - diluted	 	60,487,189	 	43,568,942	 	N/A	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	
EBITDA (1)	 	$	(15,553	)	$	(5,137	)	$	(10,416	)	202.8	%	
 
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 	 	For the Six Months Ended
June 30,	 	 	 	 	 	
 	 	Successor	 	Predecessor	 	 	 	 	 	
 	 	2015	 	2014	 	Change	 	% Change	 	
 	 	(U.S. dollars in thousands, except for per share amounts)	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	67,381	 	$	114,725	 	$	(47,344	)	(41.3	)%	
Service revenues	 	1,629	 	1,629	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Total revenues	 	69,010	 	116,354	 	(47,344	)	(40.7	)%	
 	 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	8,137	 	3,940	 	4,197	 	106.5	%	
Vessel operating expenses	 	58,599	 	61,768	 	(3,169	)	(5.1	)%	
General, administrative and management fees	 	46,815	 	25,226	 	21,589	 	85.6	%	
Depreciation and amortization	 	38,809	 	72,739	 	(33,930	)	(46.6	)%	
Impairment of vessel assets	 	35,396	 	—	 	35,396	 	100.0	%	
Loss on sale of vessels	 	1,210	 	—	 	1,210	 	100.0	%	
 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	188,966	 	163,673	 	25,293	 	15.5	%	
 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(119,956	)	(47,319	)	(72,637	)	153.5	%	
Other expense	 	(9,017	)	(39,594	)	30,577	 	(77.2	)%	
 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, net	 	(128,973	)	(86,913	)	(42,060	)	48.4	%	
Reorganization items, net	 	(833	)	(20,106	)	19,273	 	(95.9	)%	
 	 	 	 	 	 	 	 	 	 	
Loss before income taxes	 	(129,806	)	(107,019	)	(22,787	)	21.3	%	
Income tax expense	 	(1,260	)	(777	)	(483	)	62.2	%	
 	 	 	 	 	 	 	 	 	 	
Net loss	 	(131,066	)	(107,796	)	(23,270	)	21.6	%	
Less: Net loss attributable to noncontrolling interest	 	(52,293	)	(8,166	)	(44,127	)	540.4	%	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(78,773	)	$	(99,630	)	$	20,857	 	(20.9	)%	
 	 	 	 	 	 	 	 	 	 	
Net loss per share - basic	 	$	(1.30	)	$	(2.29	)	N/A	 	N/A	 	
Net loss per share - diluted	 	$	(1.30	)	$	(2.29	)	N/A	 	N/A	 	
Dividends declared and paid per share	 	$	—	 	$	—	 	$	—	 	—	 	
Weighted average common shares outstanding - basic	 	60,459,145	 	43,568,942	 	N/A	 	N/A	 	
Weighted average common shares outstanding - diluted	 	60,459,145	 	43,568,942	 	N/A	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	
EBITDA (1)	 	$	(29,741	)	$	13,373	 	$	(43,114	)	(322.4	)%	

(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.  Pursuant to the amendments entered into on April 30, 2015 for our $100 Million Term Loan Facility and our $253 Million Term Loan Facility, the definition of Consolidated EBITDA used in the financial covenants has been eliminated.  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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 	 	For the Three Months Ended June 30,	 	For the Six Months Ended June 30,	 	
 	 	Successor	 	Predecessor	 	Successor	 	Predecessor	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(40,332	)	$	(60,524	)	$	(78,773	)	$	(99,630	)	
Net interest expense	 	4,662	 	18,485	 	8,963	 	39,487	 	
Income tax expense	 	718	 	364	 	1,260	 	777	 	
Depreciation and amortization	 	19,399	 	36,538	 	38,809	 	72,739	 	
EBITDA (1)	 	$	(15,553	)	$	(5,137	)	$	(29,741	)	$	13,373	 	
 
Results of Operations
 
The following tables set forth information about the vessels in our fleet, including Baltic Trading’s vessels, as of August 10, 2015:

Vessel	 	Year
Built	 	Charterer	 	Charter
Expiration(1)	 	Cash Daily
Rate(2)	 	Expected
Delivery(3)	
 	 	 	 	 	 	 	 	 	 	 	
Capesize Vessels	 	 	 	 	 	 	 	 	 	 	
Genco Augustus	 	2007	 	Swissmarine Asia Pte. Ltd.	 	March 2016	 	102% of BCI	 	 	
Genco Tiberius	 	2007	 	Cargill International S.A.	 	November 2015	 	102% of BCI	 	 	
Genco London	 	2007	 	Cargill International S.A.	 	November 2015	 	102.5% of BCI	 	 	
Genco Titus	 	2007	 	Swissmarine Services S.A.	 	June 2016	 	104.5% of BCI(4)	 	 	
Genco Constantine	 	2008	 	Cargill International S.A.	 	December 2015	 	102% of BCI	 	 	
Genco Hadrian	 	2008	 	Swissmarine Services S.A.	 	October 2015	 	98.5% of BCI	 	 	
Genco Commodus	 	2009	 	Swissmarine Asia Pte. Ltd.	 	March 2016	 	98.5% of BCI	 	 	
Genco Maximus	 	2009	 	Swissmarine Services S.A.	 	February 2016	 	98.5% of BCI	 	 	
Genco Claudius	 	2010	 	Swissmarine Services S.A.	 	September 2015	 	99% of BCI	 	 	
Genco Tiger	 	2011	 	Swissmarine Services S.A.	 	October 2015	 	103% of BCI	 	 	
Baltic Lion	 	2012	 	Swissmarine Services S.A.	 	November 2015	 	103% of BCI	 	 	
Baltic Bear	 	2010	 	Swissmarine Services S.A.	 	April 2016	 	102.5% of BCI	 	 	
Baltic Wolf	 	2010	 	Swissmarine Services S.A.	 	November 2015	 	101.5% of BCI	 	 	
 	 	 	 	 	 	 	 	 	 	 	
Panamax Vessels	 	 	 	 	 	 	 	 	 	 	
Genco Beauty	 	1999	 	Navig8 Inc.	 	September 2015	 	94.5% of BPI	 	 	
Genco Knight	 	1999	 	Swissmarine Services S.A.	 	September 2015	 	99% of BPI	 	 	
Genco Leader	 	1999	 	Navig8 Pan8 Pool Inc.	 	November 2015	 	Spot Pool(5)	 	 	
Genco Vigour	 	1999	 	Swissmarine Services S.A.	 	September 2015	 	98% of BPI	 	 	
Genco Acheron	 	1999	 	Swissmarine Services S.A.	 	September 2015	 	98% of BPI	 	 	
Genco Surprise	 	1998	 	Swissmarine Services S.A.	 	January 2016	 	96% of BPI(6)	 	 	
Genco Raptor	 	2007	 	GMI Panamax Pool Ltd.	 	June 2016	 	100% of BPI(7)	 	 	
Genco Thunder	 	2007	 	Swissmarine Services S.A.	 	August 2016	 	100% of BPI(8)	 	 	
 	 	 	 	 	 	 	 	 	 	 	
Ultramax Vessels	 	 	 	 	 	 	 	 	 	 	
Baltic Hornet	 	2014	 	Swissmarine Asia Pte. Ltd.	 	February 2017	 	115.5% of BSI(9)	 	 	
Baltic Wasp	 	2015	 	Pioneer Navigation Ltd.	 	December 2015	 	115% of BSI	 	 	
Baltic Scorpion	 	2015	 	Swissmarine Asia Pte. Ltd.	 	October 2016	 	115.5% of BSI(10)	 	 	
Baltic Mantis	 	2015	 	TBD	 	TBD	 	TBD	 	Q3 2015	
 	 	 	 	 	 	 	 	 	 	 	
Supramax Vessels	 	 	 	 	 	 	 	 	 	 	
Genco Predator	 	2005	 	AS Klaveness Chartering	 	August 2015	 	$6,500(11)	 	 	
Genco Warrior	 	2005	 	AS Klaveness Chartering	 	September 2015	 	$8,500(12)	 	 	
Genco Hunter	 	2007	 	Pioneer Navigation Ltd.	 	December 2015	 	106.5% of BSI	 	 	
Genco Cavalier	 	2007	 	Western Bulk Pte. Ltd.	 	September 2015	 	$5,500(13)	 	 	
 
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Genco Lorraine	 	2009	 	Pioneer Navigation Ltd.	 	September 2015	 	$7,750(14)	 	 	
Genco Loire	 	2009	 	Bulkhandling Handymax A/S	 	January 2016	 	Spot Pool(15)	 	 	
Genco Aquitaine	 	2009	 	Bulkhandling Handymax A/S	 	November 2015	 	Spot Pool(15)	 	 	
Genco Ardennes	 	2009	 	Bulkhandling Handymax A/S	 	August 2015	 	Spot Pool(15)	 	 	
Genco Auvergne	 	2009	 	Pioneer Navigation Ltd.	 	December 2015	 	100% of BSI	 	 	
Genco Bourgogne	 	2010	 	Clipper Sapphire Pool	 	February 2016	 	Spot Pool(16)	 	 	
Genco Brittany	 	2010	 	Clipper Sapphire Pool	 	February 2016	 	Spot Pool(16)	 	 	
Genco Languedoc	 	2010	 	Clipper Sapphire Pool	 	February 2016	 	Spot Pool(16)	 	 	
Genco Normandy	 	2007	 	Chun An Chartering Co., Ltd.	 	August 2015	 	$6,000(17)	 	 	
Genco Picardy	 	2005	 	Hyundai Glovis Co., Ltd.	 	August 2015	 	$7,500(18)	 	 	
Genco Provence	 	2004	 	Pioneer Navigation Ltd.	 	August 2016	 	100% of BSI(19)	 	 	
Genco Pyrenees	 	2010	 	Clipper Sapphire Pool	 	February 2016	 	Spot Pool(16)	 	 	
Genco Rhone	 	2011	 	Pioneer Navigation Ltd.	 	November 2015	 	100% of BSI	 	 	
Baltic Leopard	 	2009	 	Western Bulk Pte. Ltd.	 	September 2015	 	$7,000(20)	 	 	
Baltic Panther	 	2009	 	Bulkhandling Handymax A/S	 	November 2015	 	Spot Pool(15)	 	 	
Baltic Jaguar	 	2009	 	Maxwill Shipping	 	August 2015	 	$6,250(21)	 	 	
Baltic Cougar	 	2009	 	Bulkhandling Handymax A/S	 	November 2015	 	Spot Pool(15)	 	 	
 	 	 	 	 	 	 	 	 	 	 	
Handymax Vessels	 	 	 	 	 	 	 	 	 	 	
Genco Success	 	1997	 	Maxwill Shipping	 	August 2015	 	$6,000(22)	 	 	
Genco Carrier	 	1998	 	Chun An Chartering Co., Ltd.	 	August 2015	 	$6,000(23)	 	 	
Genco Prosperity	 	1997	 	Centurion Bulk Pte. Ltd., Singapore	 	September 2015	 	89% of BSI(24)	 	 	
Genco Wisdom	 	1997	 	ED & F MAN Shipping Ltd.	 	February 2016	 	89% of BSI	 	 	
Genco Marine	 	1996	 	TST NV, Nevis	 	February 2016	 	87% of BSI	 	 	
Genco Muse	 	2001	 	Westline Navigation Co., Ltd.	 	September 2015	 	$6,500(25)	 	 	
 	 	 	 	 	 	 	 	 	 	 	
Handysize Vessels	 	 	 	 	 	 	 	 	 	 	
Genco Sugar	 	1998	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Genco Pioneer	 	1999	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Genco Progress	 	1999	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Genco Explorer	 	1999	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Genco Reliance	 	1999	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Baltic Hare	 	2009	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Baltic Fox	 	2010	 	Clipper Logger Pool	 	February 2016	 	Spot Pool(26)	 	 	
Genco Charger	 	2005	 	Pacific Basin Chartering Ltd.	 	August 2015	 	98% of BHSI(27)	 	 	
Genco Challenger	 	2003	 	Pacific Basin Chartering Ltd.	 	August 2015	 	98% of BHSI	 	 	
Genco Champion	 	2006	 	Pacific Basin Chartering Ltd.	 	September 2015	 	100% of BHSI	 	 	
Baltic Wind	 	2009	 	Trammo Bulk Carriers	 	January 2016	 	107% of BHSI	 	 	
Baltic Cove	 	2010	 	Clipper Bulk Shipping Ltd.	 	May 2016	 	100.5% of BHSI	 	 	
Baltic Breeze	 	2010	 	Clipper Bulk Shipping Ltd.	 	August 2016	 	103.5% of BHSI	 	 	
Genco Ocean	 	2010	 	Falcon Navigation A/S	 	July 2016	 	103% of BHSI(28)	 	 	
Genco Bay	 	2010	 	Clipper Bulk Shipping Ltd.	 	June 2016	 	102% of BHSI(29)	 	 	
Genco Avra	 	2011	 	Pioneer Navigation Ltd.	 	September 2015	 	107% BHSI	 	 	
Genco Mare	 	2011	 	Pioneer Navigation Ltd.	 	April 2016	 	103.5% of BHSI	 	 	
Genco Spirit	 	2011	 	Clipper Bulk Shipping Ltd.	 	September 2015	 	$8,000	 	 	

(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)          The date for the vessel being delivered in the future is an estimate based on guidance received from the sellers.
 
(4)          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 104.5% of the Baltic Capesize Index (BCI), published by the Baltic Exchange, as reflected in daily reports. Hire is paid every 15
 
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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 extension began on July 25, 2015.
 
(5)          We have reached an agreement to enter this vessel into the Navig8 Pan8 Pool, a vessel pool trading in the spot market of which Navig8 Inc. acts as the pool manager.  Genco can withdraw the vessel with three months’ notice.
 
(6)          We have reached an agreement with Swissmarine Services S.A. on a spot market-related time charter for 6 to 10.5 months based on 96% of the Baltic Panamax Index (BPI), 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%. The vessel delivered to charterers on July 26, 2015 after completion of drydocking for scheduled maintenance. The vessel redelivered to Genco on June 19, 2015.
 
(7)          We have agreed to an extension with GMI Panamax Pool Ltd. on a spot market-related time charter for 10.5 to 13.5 months based on 100% of the BPI, 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 100%. The extension began on July 28, 2015.
 
(8)          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 100% of the BPI, 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 100%. The extension is expected to begin on or about September 18, 2015.
 
(9)          We have agreed to an extension with Swissmarine Asia Pte. Ltd. on a spot market-related time charter for 14 to 18.5 months based on 115.5% 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. The extension is expected to begin on or about December 15, 2015.
 
(10)   We have reached an agreement with Swissmarine Asia Pte. Ltd. on a spot market-related time charter for 14 to 18.5 months based on 115.5% of the BSI, as reflected in daily reports. Hire is paid every 15 days in arrears less a 5.00% third-party brokerage commission. The vessel delivered to charterers on August 8, 2015.
 
(11)   We have reached an agreement with AS Klaveness Chartering on a time charter for approximately 20 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 August 7, 2015 after repositioning. The vessel redelivered to Genco on August 3, 2015.
 
(12)   We have reached an agreement with AS Klaveness Chartering on a time charter for approximately 20 days at a rate of $8,500 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 August 13, 2015 after repositioning. The vessel redelivered to Genco on August 6, 2015.
 
(13)   We have reached an agreement with Western Bulk Pte. Ltd. on a time charter for approximately 20 days at a rate of $5,500 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 August 13, 2015 after repositioning. The vessel redelivered to Genco on August 4, 2015.
 
(14)   We have agreed to an extension with Pioneer Navigation Ltd. on a time charter for 3.5 to 7.5 months at a rate of $7,750 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The extension began on March 8, 2015.
 
(15)   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. Genco can withdraw a vessel with three months’ notice.
 
(16)   We have reached an agreement to enter these vessels into the Clipper Sapphire Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  Genco can withdraw a vessel with a minimum notice of six months.
 
(17)   We have reached an agreement with Chun An Chartering Co., Ltd. on a time charter for approximately 30 days at a rate of $6,000 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on July 22, 2015.
 
(18)   We have reached an agreement with Hyundai Glovis Co., Ltd. on a time charter for approximately 25 days at a rate of $7,500 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on July 9, 2015 after completion of repairs. The vessel redelivered to Genco on June 15, 2015.
 
(19)   We have agreed to an extension with Pioneer Navigation Ltd. on a spot market-related time charter for 10.5 to 13.5 months based on 100% of the BSI, 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 extension is expected to begin on or about October 12, 2015.
 
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(20)   We have reached an agreement with Western Bulk Pte. Ltd. on a time charter for 3.5 to 7.5 months 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 May 9, 2015.
 
(21)   We have reached an agreement with Maxwill Shipping on a time charter for approximately 25 days at a rate of $6,250 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on July 16, 2015.
 
(22)   We have reached an agreement with Maxwill Shipping on a time charter for approximately 25 days at a rate of $6,000 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on July 21, 2015 after completion of drydocking for scheduled maintenance. The vessel redelivered to Genco on June 9, 2015.
 
(23)   We have reached an agreement with Caravel Shipping Ltd.on a time charter for approximately 20 days at a rate of $5,750 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on July 11, 2015.
 
(24)   We have agreed to an extension Centurion Bulk Pte. Ltd., Singapore on a time charter for 3.5 to 7.5 months based on 89% of the 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 89%.  The extension began on June 16, 2015.
 
(25)   We have reached an agreement with Westline Navigation Co., Ltd. on a time charter for approximately 25 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 is expected to deliver to charterers on August 10, 2015 after repositioning. The vessel redelivered to Genco on August 2, 2015.
 
(26)   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.  Genco can withdraw the vessels with a minimum notice of six months.
 
(27)   The vessel redelivered to Genco on August 10, 2015 and is currently awaiting next employment.
 
(28)   We have reached an agreement with Falcon Navigation A/S on a spot market-related time charter based on 103% of the Baltic Handysize Index (BHSI), 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.  The vessel is expected to deliver to charterers after completion of drydocking for scheduled maintenance.
 
(29)   We have reached an agreement with Clipper Bulk Shipping Ltd. on a spot market-related time charter based on 102% of the Baltic Handysize 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. The vessel is expected to deliver to charterers after completion of drydocking for scheduled maintenance.
 
Three months ended June 30, 2015 compared to the three months ended June 30, 2014
 
VOYAGE REVENUES-
 
For the three months ended June 30, 2015, voyage revenues decreased 34.5% to $33.8 million as compared to $51.5 million for the three months ended June 30, 2014.  The decrease in voyage revenues was primarily due to lower rates achieved by our vessels.  Included in the decrease in voyage revenues was a decrease in revenues earned by Baltic Trading’s vessels of $3.9 million due to lower rates achieved by its vessels partially offset by the increase in the size of its fleet during the second quarter of 2015 as compared to the second quarter of 2014.
 
The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 40.1% to $5,065 a day for the three months ended June 30, 2015 from $8,452 a day for the three months ended June 30, 2014.  The decrease in TCE rates resulted from lower spot rates achieved during the second quarter of 2015 as compared to the same period last year.  During the second quarter of 2015, excess vessel supply continued to weigh on the drybulk market. Several other factors also contributed towards a weakened rate environment across all vessel classes. Destocking of iron ore inventories at Chinese ports and coal inventories at Chinese power plants, along with seasonally reduced iron ore exports out of Brazil, adversely affected the earnings of Capesize vessels through the majority of the second quarter. Beginning in the middle of June, however, an increase in iron ore fixtures combined with a reduction of available Capesize vessels in the Atlantic has led to substantial increases in the Baltic Dry Index, which reached as high as 1,131 by the end of July.
 
For the three months ended June 30, 2015 and 2014, we had 6,118.0 and 6,006.0 ownership days, respectively.  The increase in ownership days is a result of the delivery of the Baltic Hornet and Baltic Wasp during the fourth quarter of 2014 and the first quarter of 2015, respectively.  Fleet utilization increased to 98.2% from 97.4% during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 primarily due to additional offhire of 91 days during the three months ended June 30, 2014 for the Genco Reliance.  Total offhire for this claim was 107 days and began on March 18, 2014.  We received
 
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reimbursement from our insurance carrier net of the 14 day deductible during the second quarter of 2015 under our Loss of Hire Policy.
 
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 June 30, 2015 and 2014, 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, as well as any adjustments to record fuel inventory at the lower of cost or market at the balance sheet date.
 
Voyage expenses increased by $1.8 million from $2.0 million during the three months ended June 30, 2014 as compared to $3.8 million during the three months ended June 30, 2015.  The increase was primarily due to an increase in net bunker losses recorded during the first quarter of 2015 based on the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a result of the decrease in bunker prices.  Additionally, there was an increase in voyage expenses as our bunker inventory was written down to its market value as of June 30, 2015 as well as an increase the cost of bunkers consumed during short-term time charters during the second quarter of 2015 as compared to the same period last year.  These increases were partially offset by a decrease in third-party broker commissions as a result of the decrease in voyage revenue earned during the second quarter of 2015 as compared to the second quarter of 2014.
 
VESSEL OPERATING EXPENSES-
 
Vessel operating expenses decreased by $0.6 million from $30.5 million during the second quarter of 2014 to $29.9 million during the second quarter of 2015.  This decrease was primarily due to lower maintenance related expenses, as well as lower expenses related to spares and stores.
 
Daily vessel operating expenses decreased to $4,836 per vessel per day for the three months ended June 30, 2015 from $5,086 per day for the three months ended June 30, 2014.  The decrease in daily vessel operating expenses was primarily due to lower maintenance related expenses as well as lower expenses related to spares and 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 June 30, 2015 were $484 below the weighted-average budgeted rate of $5,320 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.
 
GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-
 
For the three months ended June 30, 2015 and 2014, general, administrative and management fees were $26.5 million and $9.9 million, respectively.  The increase was primarily a result of higher non-cash compensation expenses in the amount of $11.2 million, mainly arising from awards under the MIP, and expenses related to the merger with Baltic Trading in the amount of $6.5 million.  The increase was partially offset by a decrease in expenses related to our restructuring which were incurred during 2014.  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 two Baltic Trading vessels during the fourth quarter of 2014 and the first quarter of 2015.
 
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DEPRECIATION AND AMORTIZATION-
 
We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years. On the Effective Date, as part of fresh-start reporting, we revalued our vessels assets which resulted in a decrease in vessels assets, vessel equipment recorded as a component of other fixed assets and drydocking assets. On the Effective Date, we also increased the scrap value of our vessels from $245/lwt to $310/lwt which will result in an overall decrease in vessels depreciation expense over the remaining life of the vessels.
 
Depreciation and amortization expense decreased by $17.1 million to $19.4 million during the three months ended June 30, 2015 as compared to $36.5 million during the three months ended June 30, 2014.  This decrease was due to a revaluation of the vessel assets as well as the change in the scrap value as mentioned above.  These decreases were partially offset by the operation of a larger fleet during the second quarter of 2015 as compared to the second quarter of 2014 due to the delivery of the Baltic Hornet during the fourth quarter of 2014 and the Baltic Wasp during the first quarter of 2015.
 
LOSS ON SALE OF VESSELS -
 
During the three months ended June 30, 2015, we recorded a $1.2 million Loss on sale of vessels.  On April 8, 2015, Baltic Trading sold two of its vessels, the Baltic Lion and Baltic Tiger, to us at a loss of $1.2 million. There was no vessel sales during the three months ended June 30, 2014.
 
OTHER (EXPENSE) INCOME-
 
NET INTEREST EXPENSE-
 
Net interest expense decreased by $13.8 million from $18.5 million during the three months ended June 30, 2014 to $4.7 million during the three months ended June 30, 2015.  Net interest expenses during the three months ended June 30, 2015 consisted of interest expense under our $100 Million Term Loan Facility, $253 Million Term Loan Facility, the $44 Million Term Loan Facility, the 2015 Revolving Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.  Net interest expense during the three months ended June 30, 2014 consisted of interest expense under the 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the $44 Million Term Loan Facility, as well as interest expense related to our 5.0% Convertible Senior Notes (the “2010 Notes”).  The 2007 Credit Facility and 2010 Notes were terminated upon our emergence from bankruptcy on the Effective Date.  The outstanding indebtedness under the 2010 Baltic Trading Credit Facility was refinanced with the Baltic Trading $148 Million Credit Facility on January 7, 2015.  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 June 30, 2015 and 2014.
 
The decrease in net interest expense for the second quarter of 2015 as compared to the second quarter of 2014 was primarily due to a decrease in interest expense and amortization of deferred financing fees 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 an increase in interest expense related to the Baltic Trading 2014 Term Loan Facilities, which were entered into by Baltic Trading on October 8, 2014, and an increase in interest expense related to the 2015 Revolving Credit Facility which we entered into on April 7, 2015.
 
REORGANIZATION ITEMS, NET
 
For the three months ended June 30, 2015 and 2014, reorganization items, net were $0.3 million and $20.1 million, respectively. These reorganization items include trustee fees and professional fees incurred after the Petition Date in relation to the Chapter 11 Cases.  Refer to Note 19 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail.
 
INCOME TAX EXPENSE-
 
For the three months ended June 30, 2015, income tax expense was $0.7 million as compared to $0.4 million during the three months ended June 30, 2014.  This income tax expense consists primarily of federal, state and local income taxes on net income
 
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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.  The increase in income tax expense during the three months ended June 30, 2015 as compared to the same period during the prior year is primarily due to additional income earned by Genco (USA) during the three months ended June 30, 2015.  This was primarily due to the 1% sales fee earned by Genco (USA) from Baltic Trading pursuant to the Management Agreement related to the sale of the Baltic Lion and Baltic Tiger during the second quarter of 2015.  The sales and purchase fees eliminate upon consolidation; however, the fees are included in the net income earned by Genco (USA) and are taxable.  This increase was partially offset by a decrease in commercial service revenue due to Genco (USA) from Baltic Trading pursuant to the Management Agreement as a result of lower charter rates achieved by Baltic Trading’s fleet.
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-
 
For the three months ended June 30, 2015 and 2014, net loss attributable to noncontrolling interest was $11.6 million and $5.0 million, respectively.  These amounts represent the net loss attributable to the noncontrolling interest of Baltic Trading.
 
Six months ended June 30, 2015 compared to the six months ended June 30, 2014
 
VOYAGE REVENUES-
 
For the six months ended June 30, 2015, voyage revenues decreased 41.3% to $67.4 million as compared to $114.7 million for the six months ended June 30, 2014.  The decrease in voyage revenues was primarily due to lower rates achieved by our vessels.  Included in the decrease in voyage revenues was a decrease in revenues earned by Baltic Trading’s vessels of $10.1 million due to lower rates achieved by its vessels partially offset by the increase in the size of its fleet during the first half of 2015 as compared to the first half of 2014.
 
The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 47.6% to $5,021 a day for the six months ended June 30, 2015 from $9,586 a day for the six months ended June 30, 2014.  The decrease in TCE rates resulted from lower spot rates achieved during the first half of 2015 as compared to the same period last year.
 
For the six months ended June 30, 2015 and 2014, we had 12,306.9 and 11,946.0 ownership days, respectively.  The increase in ownership days is a result of the delivery of the Baltic Hornet and Baltic Wasp during the fourth quarter of 2014 and the first quarter of 2015, respectively.  Fleet utilization increased marginally to 98.6% during the six months ended June 30, 2015 from 98.4% during the six months ended June 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 six months ended June 30, 2015 and 2014, total service revenue was $1.6 million during both periods.
 
VOYAGE EXPENSES-
 
Voyage expenses increased by $4.2 million from $3.9 million during the six months ended June 30, 2014 as compared to $8.1 million during the six months ended June 30, 2015.  The increase was primarily due to an increase in net bunker losses recorded during the first half of 2015 based on the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a result of the decrease in bunker prices.  Additionally, there was an increase in voyage expenses as our bunker inventory was written down to its market value as of March 31, 2015 and June 30, 2015, as well as an increase the cost of bunkers consumed during short-term time charters during the first half of 2015 as compared to the same period last year.  These increases were partially offset by a decrease in third-party broker commissions as a result of the decrease in voyage revenue earned during the six months ended June 30, 2015 as compared to the six months ended June 30, 2014.
 
VESSEL OPERATING EXPENSES-
 
Vessel operating expenses decreased by $3.2 million from $61.8 million during the six months ended June 30, 2014 to $58.6 million during the six months ended June 30, 2015.  This decrease was primarily due to lower maintenance related expenses , as well
 
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as lower expenses related to spares and stores.  These decreases were partially offset by an increase in the size of Baltic Trading’s fleet due to the delivery of the Baltic Hornet and Baltic Wasp during the fourth quarter of 2014 and first quarter of 2015, respectively.
 
Daily vessel operating expenses decreased to $4,762 per vessel per day for the six months ended June 30, 2015 from $5,171 per day for the six months ended June 30 2014.  The decrease in daily vessel operating expenses was primarily due to lower maintenance related expenses, as well as lower expenses related to spares and 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 six months ended June 30, 2015 were $558 below the weighted-average budgeted rate of $5,320 per vessel per day.
 
GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-
 
For the six months ended June 30, 2015 and 2014, general, administrative and management fees were $46.8 million and $25.2 million, respectively.  The increase was primarily a result of higher non-cash compensation expense in the amount of $22.1 million, mainly arising from awards under the MIP, and expenses related to the merger with Baltic Trading in the amount of $6.5 million.  The increase was partially offset by a decrease in expenses related to our restructuring which were incurred in 2014.  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 two Baltic Trading vessels during the fourth quarter of 2014 and the first quarter of 2015.
 
DEPRECIATION AND AMORTIZATION-
 
We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years. On the Effective Date, as part of fresh-start reporting, we revalued our vessels assets which resulted in a decrease in vessels assets, vessel equipment recorded as a component of other fixed assets and drydocking assets. On the Effective Date, we also increased the scrap value of our vessels from $245/lwt to $310/lwt which will result in an overall decrease in vessels depreciation expense over the remaining life of the vessels.
 
Depreciation and amortization expense decreased by $33.9 million to $38.8 million during the six months ended June 30, 2015 as compared to $72.7 million during the six months ended June 30, 2014.  This decrease was due to a revaluation of the vessel assets as well as the change in the scrap value as mentioned above.  These decreases were partially offset by the operation of a larger fleet during the first half of 2015 as compared to the first half of 2014 due to the delivery of the Baltic Hornet during the fourth quarter of 2014 and the Baltic Wasp during the first quarter of 2015.
 
IMPAIRMENT OF VESSEL ASSETS -
 
During the six months ended June 30, 2015, we recorded $35.4 million of Impairment of vessel assets.  As of March 31, 2015, t he Company determined that the sale of two of Baltic Trading’s vessels, the Baltic Lion and Baltic Tiger, was more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels.  Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its fair market value.  For this reason, the Company recorded an impairment charge for these vessels during the first quarter of 2015.  Refer to Note 1 — General information in our condensed consolidated financial statements for further information. There was no Impairment of vessel assets during the six months ended June 30, 2014.
 
LOSS ON SALE OF VESSELS -
 
During the six months ended June 30, 2015, we recorded a $1.2 million loss on sale of vessels.  On April 8, 2015, Baltic Trading sold two of its vessels, the Baltic Lion and Baltic Tiger, to us at a loss of $1.2 million. There were no vessel sales during the six months ended June 30, 2014.
 
OTHER (EXPENSE) INCOME-
 
NET INTEREST EXPENSE-
 
Net interest expense decreased by $30.5 million from $39.5 million during the six months ended June 30, 2014 to $9.0 million during the six months ended June 30, 2015.  Net interest expenses during the six months ended June 30, 2015 consisted of interest expense under our $100 Million Term Loan Facility, $253 Million Term Loan Facility, the $44 Million Term Loan Facility,
 
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the 2015 Revolving Credit Facility, the Baltic Trading $22 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities.  Additionally, during the six months ended June 30, 2015, we recorded interest expense for the 2010 Baltic Trading Credit Facility until January 7, 2015 when Baltic Trading refinanced the outstanding indebtedness under this facility with the Baltic Trading $148 Million Credit Facility for which we recorded interest expense for the remainder of the six months ended June 30, 2015.  Net interest expense during the six months ended June 30, 2014 consisted of interest expense under the 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the $44 Million Term Loan Facility, as well as interest expense related to our 5.0% Convertible Senior Notes (the “2010 Notes”).  The 2007 Credit Facility and 2010 Notes were terminated upon our emergence from bankruptcy on the Effective Date.  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 six months ended June 30, 2015 and 2014.
 
The decrease in net interest expense for the first half of 2015 as compared to the first half of 2014 was primarily due to a decrease in interest expense and amortization of deferred financing fees 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 an increase in interest expense related to the Baltic Trading 2014 Term Loan Facilities, which were entered into by Baltic Trading on October 8, 2014, and an increase in interest expense related to the 2015 Revolving Credit Facility which we entered into on April 7, 2015.  Additionally, there was an increase in unused commitment fees related to the Baltic Trading $148 Million Credit Facility.
 
REORGANIZATION ITEMS, NET
 
For the six months ended June 30, 2015 and 2014, reorganization items, net were $0.8 million and $20.1 million, respectively. These reorganization items include trustee fees and professional fees incurred after the Petition Date in relation to the Chapter 11 Cases.  Refer to Note 19 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail.
 
INCOME TAX EXPENSE-
 
For the six months ended June 30, 2015, income tax expense was $1.3 million as compared to $0.8 million during the six months ended June 30, 2014.  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.  The increase in income tax expense during the six months ended June 30, 2015 as compared to the same period during the prior year is primarily due to additional income earned by Genco (USA) during the six months ended June 30, 2015.  This was primarily due to the 1% sales fee earned by Genco (USA) from Baltic Trading pursuant to the Management Agreement related to the sale of the Baltic Lion and Baltic Tiger during the second quarter of 2015 as well as the 1% purchase fee earned by Genco (USA) from Baltic Trading pursuant to the Management Agreement related to the purchase of the Baltic Wasp during the first quarter of 2015.  The sales and purchase fees eliminate upon consolidation; however, the fees are included in the net income earned by Genco (USA) and are taxable.  This increase was partially offset by a decrease in commercial service revenue due to Genco (USA) from Baltic Trading pursuant to the Management Agreement as a result of lower charter rates achieved by Baltic Trading’s fleet.
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-
 
For the six months ended June 30, 2015 and 2014, net loss attributable to noncontrolling interest was $52.3 million and $8.2 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 currently operating cash flows and long-term bank borrowings.  We have also historically used issuances of equity and long-term debt securities as sources of financing and may do so in the future.  Our principal use of funds is capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping
 
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standards and environmental laws and regulations, and fund working capital requirements and repayments on outstanding loan facilities.
 
Our current liquidity needs arise primarily from drydocking for our vessels, the purchase of newbuilding 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 operations, cash on hand (including the proceeds of the $100 million rights offering that was consummated in connection with the Chapter 11 Cases), and credit facility borrowings. Subject to the resolution of the below issues related to our credit facilities, we believe that internally generated cash flow and cash on hand 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. 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.
 
Historically, we have 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 credit facilities, we are currently 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.
 
Given the negative impact of the current weak drybulk rate environment on our earnings, we face potential liquidity and covenant compliance issues. Our credit facilities subsequent to the Merger require us to maintain a minimum cash balance of $51.8 million certain portions of which can be satisfied by undrawn working capital lines. In light of our requirements to fund our ongoing operations and make payments under our credit facilities, our current cash reserves, and current drybulk shipping rates, we believe that without taking measures that are available to us, we may not remain in compliance with our minimum cash covenants under our credit facilities during 2015. To address our compliance, Genco may seek waivers or modifications to our credit agreements, seek to refinance our indebtedness or raise additional capital through debt or equity offerings, sell assets (including vessels), reduce or delay capital expenditures, or pursue other options available to us.
 
In addition, under the collateral maintenance covenants, as amended, of our 2015 Revolving Credit Facility, $253 Million Term Loan Facility, our $100 Million Term Loan Facility, the Baltic Trading $148 Million Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the $44 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities, the aggregate valuations of our vessels pledged under each facility must at least be a certain percentage of loans outstanding , which percentages are currently 140%, 135%, 130%, 140%, 110%, 125% and 125%, respectively.  If this test is not met, we may be required to take certain actions to remedy the shortfall, including pledging of other unencumbered vessels.  See “Critical Accounting Policies — Vessels and Depreciation” below for further details of our vessel valuations.
 
Following the procurement of vessel valuations in February 2015, we did not meet the 130% collateral maintenance test under the $100 Million Term Loan Facility. The actual percentage measured by us was 122.4%, representing an approximate shortfall of approximately $5.2 million.  Under the terms of the credit facility, we must remedy such shortfall within 30 days from the time we are notified by the agent.  We were not notified by the agent to take any actions to remedy this shortfall.  On April 24, 2015, we added one of our unencumbered Handysize vessels, the Genco Sugar, as additional collateral to cover the shortfall and satisfy the collateral maintenance test.  The next date that valuations under this credit facility will be required is on or around August 17, 2015.
 
At June 30, 2015, we did not meet the 135% collateral maintenance test under the $253 Million Term Loan Facility.  The actual percentage measured by us was 129.2% at June 30, 2015, including the additional collateral as described below, and 133.5% on July 9, 2015 following our schedule amortization payment of $5.1 million.  Under the terms of the credit facility, we must remedy such shortfall within 30 days from the time we are requested by the agent.  During July 2015, we added five of our unencumbered vessels, the Genco Thunder, Genco Raptor, Genco Challenger, Genco Reliance and Genco Explorer, as additional collateral under this facility.  We have been in communication with the facility’s agent and prepaid $1.7 million of the outstanding indebtedness on July 29, 2015, which the lenders have agreed will reduce the scheduled amortization payment of $5.1 million that will be due in October 2015.
 
At June 30, 2015, we did not meet the 140% collateral maintenance test under the Baltic Trading $148 Million Credit Facility.  The actual percentage measured by us was 132.0% at June 30, 2015.  Under the credit facility terms then in effect, we were required to remedy such a shortfall within 60 days; however, the collateral maintenance requirement was amended prior to the
 
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expiration of such period such that were in compliance.  See “Amendment and Consent Agreements Related to the Merger” section in Note 9 — Debt in our Condensed Consolidated Financial Statements.  Additionally, during August 2015, we added two of our unencumbered Handysize vessels, the Genco Pioneer and Genco Progress, as additional collateral under this facility.
 
Given the recent downward trend in vessel values, we believe we may not meet the minimum threshold under the collateral maintenance covenant in one or more of our credit facilities when new vessel valuations are required.  To remedy this, we may pledge additional collateral (including vessels), prepay a portion of our indebtedness, seek waivers or modifications to our credit agreements (which may be unavailable or subject to conditions), or take other actions available to us.  If we fail to remedy any shortfall under our collateral maintenance covenants and are found to be in default, it could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
 
As of June 30, 2015, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented an 10.85% ownership interest in Baltic Trading and 64.60% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  On April 7, 2015, we entered into a definitive merger agreement with Baltic Trading (the “Merger”) under which we acquired Baltic Trading in a stock-for-stock transaction.  The Merger was approved on July 17, 2015. Under the terms of the agreement, Baltic Trading became our indirect wholly-owned subsidiary, and Baltic Trading shareholders (other than GS&T and its subsidiaries) received 0.216 shares of our common stock for each share of Baltic Trading’s common stock they own at closing, with fractional shares to be settled in cash.  Upon consummation of the transaction on July 17, 2015, our shareholders owned approximately 84.5% of the combined company, and Baltic Trading’s shareholders (other than the GS&T and its subsidiaries) own approximately 15.5% of the combined company.  Shares of Baltic Trading’s Class B stock (all of which are owned by us) were canceled in the Merger.  Our stock began trading on the New York Stock Exchange after consummation of the transaction on July 20, 2015 under the symbol “GNK.”
 
Our Board of Directors and Baltic Trading’s Board of Directors established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  The Boards of Directors of both companies approved the merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  The Merger was approved on July 17, 2015 at the Annual Meeting.
 
Additionally, on April 7, 2015, we entered into an agreement under which we acquired all of the shares of two single-purpose entities that were wholly owned by Baltic Trading, each of which owns one Capesize drybulk vessel, for an aggregate purchase price of $68.5 million, subject to reduction for $40.6 million of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by us and an adjustment for the difference between such single-purpose entities’ current assets and total liabilities as of the closing date. At March 31, 2015, we determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen its balance sheet.  Through the transactions, which closed on April 8, 2015, we acquired the vessels known as the Baltic Lion and the Baltic Tiger. The independent special committees of both companies’ Boards of Directors reviewed and approved this transaction.
 
On April 7, 2015, five of our wholly-owned subsidiaries, Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited (collectively, the “Subsidiaries”) entered into a loan agreement by and among the Subsidiaries, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent, security agent, and as lender, providing for a $59.5 million revolving credit facility, with an uncommitted accordion feature that, if exercised, will upsize the facility up to $150.0 million (the “2015 Revolving Credit Facility”).  On April 7, 2015, we entered into a guarantee of the obligations of the Subsidiaries under the 2015 Revolving Credit Facility, in favor of ABN AMRO Capital USA LLC.  Borrowings under the 2015 Revolving Credit Facility are to be secured by liens on each of the Subsidiaries’ respective vessels; specifically, the Genco Commodus, Genco Maximus, Genco Claudius, Genco Hunter and Genco Warrior and other related assets.  Should the accordion feature be exercised, the 2015 Revolving Credit Facility will also be secured by up to six additional Capesize vessels and two additional Supramax vessels owned by other subsidiaries of the Company and other related assets.
 
Borrowings under the 2015 Revolving Credit Facility have been used for general corporate purposes including “working capital” (as defined in the 2015 Revolving Credit Facility) and to finance the purchase of drybulk vessels.  The 2015 Revolving Credit Facility has a maturity date of March 31, 2020.  Borrowings under the 2015 Revolving Credit Facility bear interest at LIBOR plus a margin based on a combination of utilization levels under the 2015 Revolving Credit Facility and a security maintenance cover ranging from 3.40% per annum to 4.25% per annum.  The commitment under the 2015 Revolving Credit Facility is subject to quarterly reductions of $1.6 million to $4.1 million depending on the total amount committed.  Borrowings under the 2015 Revolving Credit Facility are subject to 20 equal consecutive quarterly installment repayments commencing three months after the date of the loan agreement, or July 7, 2015.  On April 8, 2015, we drew down $25.0 million on the 2015 Revolving Credit Facility for working capital purposes and to partially fund the purchase of the Baltic Lion and Baltic Tiger from Baltic Trading.  Additionally, on July 10,
 
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2015, we drew down $10.0 million for working capital purposes.  A commitment fee of 1.5% per annum is payable on the undrawn amount of the maximum loan amount.
 
On April 30, 2015, we entered into agreements to amend or waive certain provisions of the $100 Million Term Loan Agreement and the $253 Million Term Loan Facility.  Refer to Note 9 — Debt in our Condensed Consolidated Financial Statements for further information.
 
On July 14, 2015, Baltic Trading and certain of its wholly owned subsidiaries entered into agreements to amend, provide consents under, or waive certain provisions of the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.
 
On December 31, 2014, Baltic Trading entered into a $148.0 million senior secured credit facility with Nordea Bank Finland plc, New York Branch (“Nordea”), as Administrative and Security Agent, Nordea and Skandinaviska Enskilda Banken AB (Publ) (“SEB”), as Mandated Lead Arrangers, Nordea, as Bookrunner, and the lenders (including Nordea and SEB) party thereto (the “Baltic Trading $148 Million Credit Facility”).  The Baltic Trading $148 Million Credit Facility is comprised of a $115.0 million revolving credit facility and $33.0 million term loan facility.  Borrowings under the revolving credit facility will be used to refinance Baltic Trading’s outstanding indebtedness under the 2010 Baltic Trading Credit Facility.  Amounts borrowed under the revolving credit facility of the Baltic Trading $148 Million Credit Facility may be re-borrowed.  Borrowings under the term loan facility of the Baltic Trading $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16.5 million each that will be used to finance, in part, the purchase of two newbuilding Ultramax vessels that Baltic Trading has agreed to acquire, namely the Baltic Scorpion and Baltic Mantis.  Amounts borrowed under the term loan facility of the Baltic Trading $148 Million Term Loan Facility may not be re-borrowed.
 
The Baltic Trading $148 Million Credit Facility has a maturity date of December 31, 2019.  Borrowings under this facility bear interest at LIBOR plus an applicable margin of 3.00% per annum.  A commitment fee of 1.2% per annum is payable on the unused daily portion of the Baltic Trading $148 Million Credit Facility, which began accruing on December 31, 2014.  The commitment under the revolving credit facility of the Baltic Trading $148 Million Term Loan Facility is subject to equal consecutive quarterly reductions of approximately $2.5 million each beginning June 30, 2015 through September 30, 2019.  Borrowings under the term loan facility of the Baltic Trading $148 Million Term Loan Facility are subject to equal consecutive quarterly installment repayments commencing three months after delivery of the relevant newbuilding Ultramax vessel, each in the amount of 1/60 th  of the aggregate outstanding term loan.  All remaining amounts outstanding under the Baltic Trading $148 Million Term Loan Facility must be repaid in full on the maturity date, December 31, 2019.  Refer to Note 9 — Debt in our Condensed Consolidated Financial Statements for additional information regarding the Baltic Trading $148 Million Credit Facility.
 
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 $16.8 million with ABN AMRO 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 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 commence 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 regarding the 2014 Baltic Trading Term Loan Facilities. On October 24, 2014, Baltic Trading drew down $16.8 million for the purchase of the Baltic Hornet, which was delivered on October 29, 2014.  On December 30, 2014, Baltic Trading drew down $16.4 million for the purchase of the Baltic Wasp, which was delivered on January 2, 2015.
 
Dividends
 
We are currently prohibited from paying dividends under certain of our facilities, the longest restriction of which is in effect until March 31, 2017.  Following March 31, 2017, the amount of dividends we may pay is limited based on the amount of the loan outstanding under the 2015 Revolving Credit Facility. Moreover, we would make dividend payments to our shareholders only if our Board of Directors, acting in its sole discretion, determines that such payments would be in our best interest and in compliance with relevant legal and contractual requirements. The principal business factors that our Board of Directors would consider when determining the timing and amount of dividend payments would be our earnings, financial condition and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends while a company is insolvent or would be rendered insolvent by the payment of such a dividend.
 
Cash Flow
 
Net cash used in operating activities for the six months ended June 30, 2015 and 2014 was $29.8 million and $23.1 million, respectively. Excluding the non-cash impairment of vessel assets of $35.4 million and non-cash loss on the disposal of vessels of $0.9 million, we recorded a net loss in the amount of $94.8 million for the six months ended June 30, 2015 compared to a net loss of $107.8
 
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million for the six months ended June 30, 2014.  The increase in cash used by operating activities was primarily due to a decrease in depreciation and amortization expense of $33.9 million as a result of the adoption of fresh-start reporting 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 two Baltic Trading vessels during the fourth quarter of 2014 and the first quarter of 2015. Additionally, the fluctuation in accounts payable and accrued expenses decreased by $7.0 million due to restructuring related expenses incurred during the first half of 2014.  There was also a decrease in the amortization of deferred financing costs of $3.2 million and a decrease in the amortization of the discount on the Convertible Senior Notes of $1.6 million due to the termination of the 2007 Credit Facility and the 2010 Notes on the Effective Date. These decreases in net cash used in operating activities were partially offset by a $22.1 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.
 
Net cash used in investing activities for the six months ended June 30, 2015 and 2014 was $5.4 million and $30.3 million, respectively. Net cash used in investing activities for the six months ended June 30, 2015 consisted primarily of $24.7 million of vessel asset purchases, including deposits. This consisted primarily of deposits made by Baltic Trading for its three remaining newbuilding vessels that it has agreed to acquire, one of which was delivered during the first quarter of 2015.  Additionally, there was a $19.8 million fluctuation of the change in deposits of restricted cash primarily related to the $19.6 million of restricted cash that was held in an escrow account as of December 31, 2014 for the purchase of the Baltic Wasp which was released to the shipyard upon the vessel delivery on January 2, 2015.  For the six months ended June 30, 2014, cash used in investing activities consisted primarily of $29.8 million of vessel asset purchases, including deposits which consisted primarily of deposits made by Baltic Trading for the four newbuilding vessels that it has agreed to acquire which were not yet delivered as of June 30, 2014.
 
Net cash provided by financing activities was $13.5 million during the six months ended June 30, 2015 as compared to net cash used in financing activities of $11.6 million during the six months ended June 30, 2014.  Net cash provided by financing activities for the six months ended June 30, 2015 consisted primarily of $115.0 million of proceeds from the Baltic Trading $148 Million Credit Facility and $25.0 million of proceeds from the 2015 Revolving Credit Facility partially offset by the following: $102.3 million repayment of debt under the 2010 Baltic Trading Credit Facility, $10.2 million repayment of debt under the $253 Million Term Loan Facility, $3.8 million repayment of debt under the $100 Million Term Loan Facility, $1.4 million repayment of debt under the $44 Million Term Loan Facility, $2.4 million repayment of debt under the Baltic Trading $148 Million Credit Facility, $0.8 million repayment of debt under the Baltic Trading $22 Million Term Loan Facility, $0.7 million repayment of debt under the Baltic Trading 2014 Term Loan Facilities, $4.3 million payment of deferred financing costs and $0.7 million cash settlement paid to non-accredited 2010 Note holders. Net cash used in financing activities for the six months ended June 30, 2014 consisted primarily of the following: $5.1 million repayment of debt under the $253 Million Term Loan Facility, $1.9 million repayment of debt under the $100 Million Term Loan Facility, $1.4 million repayment of debt under the $44 Million Term Loan Facility, $0.8 million repayment of debt under the Baltic Trading $22 Million Term Loan Facility and $2.0 million of dividends paid by Baltic Trading to its outside shareholders. There were no dividends paid by Baltic Trading during the six months ended June 30, 2015.
 
Credit Facilities
 
Refer to the 2014 10-K, as amended, for a summary and description of our outstanding credit facilities, including the underlying financial and non-financial covenants.  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. Additionally, on December 31, 2014, Baltic Trading entered into the Baltic Trading $148 Million Credit Facility which is comprised of a $115.0 million revolving credit facility and $33.0 million term loan facility to fund or refund a portion of the purchase of the Baltic Scorpion and Baltic Mantis. Borrowings under the Baltic Trading $148 Million Credit Facility were used to refinance Baltic Trading’s indebtedness under the 2010 Baltic Trading Credit Facility.  On April 7, 2015, five of our wholly-owned subsidiaries entered into 2015 Revolving Credit Facility which provides for a $59.5 million revolving credit facility with an uncommitted accordion feature that, if exercised, will upsize the facility up to $150.0 million. On April 30, 2015, we entered into agreements to amend or waive certain provisions of the $100 Million Term Loan Agreement and the $253 Million Term Loan Facility. Lastly, on July 14, 2015, Baltic Trading and certain of its wholly owned subsidiaries entered into agreements to amend, provide consents under, or waive certain provisions of the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.  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 the 2010 Notes included:
 
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·                   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 June 30, 2015, we believe we were in compliance with all of the financial covenants under the $253 Million Term Loan Facility; the $100 Million Term Loan Facility; the $44 Million Term Loan Facility; the2015 Revolving Credit Facility; the Baltic Trading $148 Million Credit Facility; the Baltic Trading $22 Million Term Loan Facility and the 2014 Baltic Trading Term Loan Facilities.
 
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 June 30, 2015 and December 31, 2014, we did not have any interest rate swap agreements.  As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.  In determining the fair value of interest rate derivatives, we would consider the creditworthiness of both the counterparty and ourselves immaterial. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations.  Amounts would not and should not be identical due to the different modeling assumptions.  Any material differences would be investigated.
 
Refer to Note 11 — Interest Rate Swap Agreements of our Condensed Consolidated Financial Statements, which discusses the interest rate swap agreement that were in place prior to the Effective Date.
 
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 June 30, 2015 and December 31, 2014.
 
Contractual Obligations
 
The following table sets forth our contractual obligations and their maturity dates as of June 30, 2015.  The table incorporates the employment agreement entered into in September 2007 with our President, John Wobensmith.  The table reflects the agreements to acquire the remaining newbuilding Ultramax drybulk vessel from Yangfan Group Co., Ltd. for an aggregate purchase price of $28.0 million.  We plan to finance the remaining vessel acquisition with a combination of cash on hand, future cash flow from operations, as well as debt or equity financing, including the Baltic Trading $148 Million Credit Facility 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, the $44 Million Term Loan Facility, the 2015 Revolving Credit Facility, the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility, as well as other fees associated with the facilities.  The interest and borrowing fees below also include the $0.2 million of
 
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upfront fees related to the amendments entered into on July 14, 2015 for the Baltic Trading $22 Million Term Loan Facility, the 2014 Baltic Trading Term Loan Facilities and the Baltic Trading $148 Million Credit Facility.  Refer to Note 9 — Debt in our Condensed Consolidated Financial Statements for further information regarding the terms of the aforementioned credit 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 20 — 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)  	 	$	475,117	 	$	22,396	 	$	92,335	 	$	299,408	 	$	60,978	 	
Interest and borrowing fees	 	63,451	 	8,861	 	30,047	 	21,340	 	3,203	 	
Remainder of purchase price of vessels (3)	 	22,700	 	22,700	 	—	 	—	 	—	 	
Executive employment agreement	 	758	 	312	 	446	 	—	 	—	 	
Office leases	 	19,196	 	538	 	2,152	 	3,146	 	13,360	 	
Totals	 	$	581,222	 	$	54,807	 	$	124,980	 	$	323,894	 	$	77,541	 	

(1)          Represents the six-month period ending December 31, 2015.
(2)          On August 3, 2015, $16.5 million was drawn down on the Baltic Trading $148 Million Credit Facility in order to fund the purchase of the Baltic Scorpion, which was delivered on August 6, 2015.  As such, it is included in the total contractual obligation for credit agreement payments.
(3)          The timing of this obligation is based on the estimated delivery dates for the Baltic Mantis.  Upon the delivery of the Baltic Scorpion on August 6, 2015, the remaining purchase price of $19.6 million was paid to Yangfan Group Co., Ltd., of which $3.1 million has been included in the table above as the $16.5 million draw down is included in the total contractual obligation for credit agreement payments.
 
Interest expense has been estimated using 0.30% plus the applicable margin of 3.50% for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility and 3.40% for the 2015 Revolving Credit Facility.  For the Baltic Trading $22 Million Term Loan Facility and the $44 Million Term Loan Facility, interest expense has been estimated using 0.30% plus the applicable margin of 3.35%.  Interest expense has been estimated using 0.30% plus the applicable margin for the Baltic Trading $148 Million Credit Facility and for the 2014 Baltic Trading Term Loan Facilities of 3.00% and 2.50%, respectively.
 
Capital Expenditures
 
We make capital expenditures from time to time in connection with our vessel acquisitions.  Including Baltic Trading’s vessels after the Merger, our fleet currently consists of 13 Capesize drybulk carriers, eight Panamax drybulk carriers, three Ultramax drybulk carriers, 21 Supramax drybulk carriers, six Handymax drybulk carriers and 18 Handysize drybulk carriers.  After the expected delivery of the remaining one Ultramax vessels that we have agreed to acquire, our fleet will consists of 13 Capesize drybulk carriers, eight Panamax drybulk carriers, four Ultramax drybulk carriers, 21 Supramax drybulk carriers, six Handymax drybulk carriers and 18 Handysize drybulk carriers. We intend to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the Baltic Trading $148 Million Credit Facility, to fully finance the acquisition of the remaining Ultramax newbuilding drybulk vessel.
 
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 our estimated drydocking costs below. Additionally, during the remainder of 2015, we expect these upgrades to be installed on two of our Supramax vessels and one of our Capesize vessels. During the six months ended June 30, 2015, the upgrades have been successfully installed on four of our vessels, the Genco Bourgogne, Genco Brittany, Genco Languedoc and Baltic Bear.  Additionally, the upgrades have been successfully installed on four of our vessels, the Genco Aquitaine, Genco Ardennes, Genco Auvergne and Genco Titus, which completed their planned drydockings during the third and fourth quarter of 2014. Lastly, the upgrades have been successfully installed on five of our 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.
 
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.  For example, in
 
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February 2015, the USCG added Bawat to the list of ballast water treatment systems that received AMS acceptance.  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 of the vessel, and the Company estimates the cost of the systems to be $1.0 million for Capesize, $0.8 million for Panamax, $0.8 million for Supramax, $0.7 million for Handymax and $0.7 million 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. These amounts would be in addition to the amounts budgeted for drydocking below.
 
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 through 2016 to be:

Year	 	Estimated Drydocking Cost	 	Estimated Off-hire Days	 	
 	 	(U.S. dollars in millions)	 	 	 	
 	 	 	 	 	 	
2015 (July 1- December 31, 2015)	 	$	10.3	 	270	 	
2016	 	$	9.4	 	290	 	
 
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, including the write-off of any steel that is replaced during drydocking.  Additionally, these costs do not include the cost of ballast water treatment systems as noted above.
 
Actual length of drydocking will vary based on the condition of the vessel, yard schedules and other factors.  Higher repairs and maintenance expense during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel.
 
During the six months ended June 30, 2015 and 2014, we incurred a total of $7.3 million and $9.3 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.
 
Eleven of our vessels completed their drydockings during the six months ended June 30, 2015, including the Genco Bourgogne, which entered the drydocking yard during the fourth quarter of 2014.  Additionally, the Genco Success, Genco Surprise and Genco Pyrenees entered the drydocking yard during the second quarter of 2015, but did not complete its drydocking until the third quarter of 2015. We estimate that 12 of our vessels will be drydocked during the remainder of 2015 (including the Genco Success, Genco Surprise and Genco Pyrenees) and an additional 10 of our vessels will be drydocked during 2016.
 
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 2014 10-K, as amended.
 
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 $310/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 depreciation charge over the remaining useful life of the vessels.  During the three and six months ended June 30, 2015, the increase in the estimated scrap value resulted in a decrease in depreciation
 
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expense of approximately $0.8 million and $1.6 million, respectively, 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.  Under 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 2014 10-K, as amended.  Excluding the three Bourbon vessels we resold immediately upon delivery to MEP 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.  At March 31, 2015, we determined that the sale of the Baltic Lion and Baltic Tiger was probable based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen our balance sheet.  Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its fair market value.  On April 7, 2015, we entered into an agreement with Baltic Trading to purchase the Baltic Lion and Baltic Tiger for an aggregate purchase price of $68.5 million, not including commission, which closed on April 8, 2015.  During the three and six months ended June 30, 2015, we have recorded an impairment loss related to these vessel assets of $35.4 million as it was determined that the estimated undiscounted future cash flows attributable to these vessels would not exceed the carrying value and during the three and six months ended June 30, 2015, we have recorded a loss on disposal of vessels of $1.2 million.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.
 
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 our $100 Million Term Loan Facility, as amended; the $253 Million Term Loan Facility, as amended; the 2015 Revolving Credit Facility; the $44 Million Term Loan Facility; the Baltic Trading $148 Million Credit Facility; the Baltic Trading $22 Million Term Loan Facility; and the 2014 Baltic Trading Term Loan Facilities at June 30, 2015.  Refer to Note 9 — Debt in our Condensed Consolidated Financial Statements for discussion of any remedies that were taken to resolve any collateral maintenance requirements that were originally not met as of June 30, 2015.  We obtained valuations for all of the vessels in our fleet, including Baltic Trading, on or around June 30, 2015 pursuant to the terms of the credit facilities, with the exception of the $100 Million Term Loan Facility which we utilized the February 4, 2015 valuations pursuant to the terms of the credit facility.  In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value at June 30, 2015 and December 31, 2014.
 
At June 30, 2015, 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 Lion and Genco Tiger, were lower than their carrying values at June 30, 2015.  At December 31, 2014, 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 Genco Avra, Genco Mare and Genco Spirit, were lower than their carrying values at December 31, 2014.  For the Genco Ocean, Genco Bay, Genco Avra, Genco Mare, Genco Spirit and Genco Sugar (which was added as additional collateral under this facility effective April 24, 2015), the last compliance testing date prior to June 30, 2015 and December 31, 2014 was February 4, 2015 and August 18, 2014, respectively, in accordance with the terms of the $100 Million Term Loan Facility; for all other vessels, the compliance testing date was June 30, 2015 and December 31, 2014, respectively, in accordance with the terms of the applicable credit facility.
 
The amount by which the carrying value at June 30, 2015 of all of the vessels in our fleet, with the exception of the Baltic Lion and Genco Tiger, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $2.1 million to $17.6 million per vessel, and $532.2 million on an aggregate fleet basis.  The amount by which the carrying value at December 31, 2014 of all of the vessels in our fleet, with the exception of the Genco Avra, Genco Mare and Genco Spirit, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.1 million to $8.2 million per vessel, and $246.6 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 $8.1 million at June 30, 2015 and $3.9 million as of December 31, 2014.  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.
 
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 	 	 	 	 	 	Carrying Value (U.S.
dollars in
thousands) as of	 	
Vessels	 	Year Built	 	Year
Acquired	 	June 30,
2015	 	December
31, 2014	 	
Unencumbered	 	 	 	 	 	 	 	 	 	
Genco Reliance	 	1999	 	2004	 	$	8,997	 	$	9,379	 	
Genco Vigour	 	1999	 	2004	 	11,616	 	12,064	 	
Genco Explorer	 	1999	 	2004	 	8,974	 	9,367	 	
Genco Carrier	 	1998	 	2004	 	10,694	 	11,209	 	
Genco Pioneer	 	1999	 	2005	 	8,943	 	9,352	 	
Genco Progress	 	1999	 	2005	 	8,967	 	9,364	 	
Genco Wisdom	 	1997	 	2005	 	9,882	 	10,354	 	
Genco Success	 	1997	 	2005	 	9,786	 	10,338	 	
Genco Beauty	 	1999	 	2005	 	11,609	 	12,061	 	
Genco Knight	 	1999	 	2005	 	11,573	 	12,043	 	
Genco Leader	 	1999	 	2005	 	11,566	 	12,039	 	
Genco Marine	 	1996	 	2005	 	8,801	 	9,346	 	
Genco Prosperity	 	1997	 	2005	 	9,812	 	10,356	 	
Genco Muse	 	2001	 	2005	 	14,095	 	14,617	 	
Genco Acheron	 	1999	 	2006	 	11,543	 	12,028	 	
Genco Surprise	 	1998	 	2006	 	10,602	 	11,058	 	
Genco Augustus	 	2007	 	2007	 	40,743	 	41,761	 	
Genco Tiberius	 	2007	 	2007	 	40,748	 	41,763	 	
Genco London	 	2007	 	2007	 	39,333	 	40,242	 	
Genco Titus	 	2007	 	2007	 	39,690	 	40,603	 	
Genco Challenger	 	2003	 	2007	 	12,440	 	12,851	 	
Genco Charger	 	2005	 	2007	 	14,369	 	14,726	 	
Genco Predator	 	2005	 	2007	 	19,773	 	20,349	 	
Genco Champion	 	2006	 	2008	 	15,283	 	15,710	 	
Genco Constantine	 	2008	 	2008	 	43,113	 	44,133	 	
Genco Raptor	 	2007	 	2008	 	19,341	 	19,802	 	
Genco Cavalier	 	2007	 	2008	 	18,251	 	18,694	 	
Genco Thunder	 	2007	 	2008	 	19,358	 	19,810	 	
Genco Hadrian	 	2008	 	2008	 	42,648	 	43,587	 	
TOTAL	 	 	 	 	 	$	532,550	 	$	549,006	 	
 	 	 	 	 	 	 	 	 	 	
2015 Revolving Credit Facility	 	 	 	 	 	 	 	 	 	
Genco Commodus	 	2009	 	2009	 	45,088	 	46,057	 	
Genco Maximus	 	2009	 	2009	 	45,103	 	46,065	 	
Genco Claudius	 	2010	 	2009	 	47,280	 	48,275	 	
Genco Hunter	 	2007	 	2007	 	22,154	 	22,710	 	
Genco Warrior	 	2005	 	2007	 	19,770	 	20,348	 	
TOTAL	 	 	 	 	 	$	179,395	 	$	183,455	 	
 	 	 	 	 	 	 	 	 	 	
$100 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Bay	 	2010	 	2010	 	20,382	 	20,822	 	
Genco Ocean	 	2010	 	2010	 	20,397	 	20,829	 	
Genco Avra	 	2011	 	2011	 	21,502	 	21,945	 	
Genco Mare	 	2011	 	2011	 	21,509	 	21,948	 	
Genco Spirit	 	2011	 	2011	 	21,521	 	21,954	 	
Genco Sugar	 	1998	 	2004	 	8,119	 	8,502	 	
TOTAL	 	 	 	 	 	$	113,430	 	$	116,000	 	
 	 	 	 	 	 	 	 	 	 	
$253 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Aquitaine	 	2009	 	2010	 	20,518	 	20,963	 	
Genco Ardennes	 	2009	 	2010	 	20,525	 	20,967	 	
Genco Auvergne	 	2009	 	2010	 	20,714	 	21,157	 	
Genco Bourgogne	 	2010	 	2010	 	21,686	 	22,110	 	
Genco Brittany	 	2010	 	2010	 	21,700	 	21,966	 	
Genco Languedoc	 	2010	 	2010	 	21,700	 	21,967	 	
Genco Loire	 	2009	 	2010	 	19,879	 	20,321	 	
Genco Lorraine	 	2009	 	2010	 	19,873	 	20,320	 	
Genco Normandy	 	2007	 	2010	 	18,267	 	18,702	 	
 
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Genco Picardy	 	2005	 	2010	 	19,769	 	20,321	 	
Genco Provence	 	2004	 	2010	 	18,657	 	19,211	 	
Genco Pyrenees	 	2010	 	2010	 	21,655	 	21,971	 	
Genco Rhone	 	2011	 	2011	 	22,595	 	23,054	 	
TOTAL	 	 	 	 	 	$	267,538	 	$	273,030	 	
 	 	 	 	 	 	 	 	 	 	
$44 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Baltic Lion	 	2009	 	2013	 	35,214	 	53,659	 	
Genco Tiger	 	2010	 	2013	 	32,738	 	51,541	 	
TOTAL	 	 	 	 	 	$	67,952	 	$	105,200	 	
 	 	 	 	 	 	 	 	 	 	
Baltic Trading $148 Million Credit Facility	 	 	 	 	 	 	 	 	 	
Baltic Leopard	 	2009	 	2009	 	19,888	 	20,325	 	
Baltic Panther	 	2009	 	2010	 	19,891	 	20,327	 	
Baltic Cougar	 	2009	 	2010	 	19,895	 	20,329	 	
Baltic Jaguar	 	2009	 	2010	 	19,898	 	20,330	 	
Baltic Bear	 	2010	 	2010	 	46,535	 	47,251	 	
Baltic Wolf	 	2010	 	2010	 	46,269	 	47,210	 	
Baltic Wind	 	2009	 	2010	 	19,401	 	19,831	 	
Baltic Cove	 	2010	 	2010	 	20,391	 	20,824	 	
Baltic Breeze	 	2010	 	2010	 	20,405	 	20,833	 	
TOTAL	 	 	 	 	 	$	232,573	 	$	237,260	 	
 	 	 	 	 	 	 	 	 	 	
Baltic Trading $22 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Baltic Fox	 	2010	 	2013	 	20,010	 	20,444	 	
Baltic Hare	 	2009	 	2013	 	18,900	 	19,331	 	
TOTAL	 	 	 	 	 	$	38,910	 	$	39,775	 	
 	 	 	 	 	 	 	 	 	 	
2014 Baltic Trading Term Loan Facilities	 	 	 	 	 	 	 	 	 	
Baltic Hornet	 	2014	 	2014	 	28,718	 	29,117	 	
Baltic Wasp	 	2015	 	2015	 	28,977	 	—	 	
TOTAL	 	 	 	 	 	$	57,695	 	$	29,117	 	
 	 	 	 	 	 	 	 	 	 	
Consolidated Total	 	 	 	 	 	$	1,490,043	 	$	1,532,843	 	
 
If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, we would record a loss in the amount of the difference.  Refer above for information regarding the sale of the Baltic Lion and Baltic Tiger.
 
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.  Prior to the filing of our Chapter 11 cases on the Petition Date, on March 31, 2014, we held one interest rate swap agreement with DnB Bank ASA to manage future interest costs and the risk associated with changing interest rates.  The swap agreement 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 notional principal amount of the remaining swap was $106.2 million and the swap had a specified rate and duration.  As of June 30, 2015 and December 31, 2014, we had no interest rate swap agreements in place.  Refer to the table in Note 11 — Interest Rate Swap Agreements in our Condensed Consolidated Financial Statements.
 
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 $5.6 million. 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 December 31, 2014.
 
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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, 2014 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 were amortized to interest expense over the original term of the hedging relationship. There was no hedge ineffectiveness associated with the interest rate swaps during the three months ended March 31, 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 1.00% per annum on the average daily outstanding principal amount of the outstanding loan under the 2007 Credit Facility and we paid LIBOR plus 3.00% on the outstanding debt under this facility prior to its termination.  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% effective July 9, 2014.  We paid LIBOR plus 3.40% on the outstanding debt under the 2015 Revolving Credit Facility.  We also paid LIBOR plus 3.00% on the outstanding debt under the 2010 Baltic Trading Credit Facility until January 7, 2015 when the facility was refinanced with the Baltic Trading $148 Million Credit Facility.  Beginning on July 7, 2015, we paid LIBOR plus 3.00% on the outstanding debt under the Baltic Trading $148 Million Credit Facility as well.  Additionally, we paid the three-month LIBOR plus 3.35% on the outstanding debt under the Baltic Trading $22 Million Term Loan Facility and the $44 Million Term Loan Facility. Lastly, we paid three-month LIBOR plus 2.50% on the outstanding debt under the 2014 Baltic Trading Term Loan Facilities. A 1% increase in LIBOR would result in an increase of $2.1 million in interest expense for the six months ended June 30, 2015. For any unpaid loan payments due under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility during the bankruptcy period in 2014, we incurred an additional 2.00% default interest only on the unpaid loan amounts due during the bankruptcy period.
 
Derivative financial instruments
 
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 $5.6 million. 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 December 31, 2014. Refer to Note 11 — Interest Rate Swap Agreements in our Condensed Consolidated Financial Statements for additional information.
 
As of June 30, 2015 and December 31, 2014, we did not have any interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.
 
The differential to be paid or received for the swap agreements that we previously had were recognized as an adjustment to interest expense as incurred.  The interest rate differential pertaining to the interest rate swaps for the three and six months ended June 30, 2014 was $0.4 million and $1.8 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.  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.
 
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 “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.
 
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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
 
We hold investments in equity securities of Jinhui, which are classified as available for sale (“AFS”) under Accounting Standards Codification 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”).  Pursuant to guidance in ASC 320-10, changes between our cost basis in these securities and their market value are recognized as an adjustment to their carrying values with an offsetting adjustment to AOCI at each reporting date.  As of June 30, 2015, our cost basis in these equity securities of Jinhui was $51.7 million and their carrying value was $25.4 million, which we believe did not constitute an other-than-temporary impairment as of this date.  Accordingly, the difference between our cost basis in these securities and their carrying value is classified within AOCI in the Condensed Consolidated Balance Sheet as of June 30, 2015.  In the event we determine that the Jinhui investment is subject to an other-than-temporary impairment or upon any sale of Jinhui shares, a loss corresponding to the amount of the impairment or the amount of any gain or loss from a sale would be reclassified from AOCI and recorded in the Condensed Consolidated Statement of Operations.
 
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.
 
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PART II:                     OTHER INFORMATION 
 
ITEM 1 .                           LEGAL PROCEEDINGS 
 
The information set forth in Note 22 — Legal Proceedings in our Condensed Consolidated Financial Statements above is incorporated herein by reference.
 
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.
 
ITEM 1A .                  RISK FACTORS 
 
The information set forth under the section entitled “Risk Factors” in Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the SEC on June 10, 2015 is incorporated herein by reference.
 
ITEM 5 .                           OTHER INFORMATION 
 
Termination Agreement
 
GS&T, Genco Investments LLC (“Genco Investments”), and Baltic Trading executed a Termination Agreement pursuant to which the Management Agreement between GS&T and Baltic Trading dated as of March 15, 2010, as amended to date, the Omnibus Agreement between GS&T and Baltic Trading dated as of March 15, 2010, and the Subscription Agreement between Genco Investments and Baltic Trading were terminated effective as of July 18, 2015, except that any right of GS&T to payment for services rendered under the Management Agreement prior to such date survived such termination.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit 10.20 hereto, and is incorporated into this item by reference.
 
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ITEM 6 .  EXHIBITS 

Exhibit	 	Document	
 	 	 	
2.1	 	Agreement and Plan of Merger, dated as of April 7, 2015, by and among Genco Shipping & Trading Limited, Poseidon Merger Sub Limited and Baltic Trading Limited.(1)	
 	 	 	
2.2	 	Stock Purchase Agreement, dated as of April 7, 2015, by and between Genco Shipping & Trading Limited and Baltic Trading Limited.(1)	
 	 	 	
2.3	 	Amendment No. 1 to Agreement and Plan of Merger, dated as of June 10, 2015, by and among Genco Shipping & Trading Limited, Poseidon Merger Sub Limited and Baltic Trading Limited.(2)	
 	 	 	
3.1	 	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(3)	
 	 	 	
3.2	 	Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(4)	
 	 	 	
3.4	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(3)	
 	 	 	
4.1	 	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(5)	
 	 	 	
4.2	 	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(5)	
 	 	 	
10.1	 	Voting and Support Agreement, dated as of April 7, 2015, by and among Baltic Trading Limited, Genco Shipping & Trading Limited, and the entities listed on Schedule A thereto.(1)	
 	 	 	
10.2	 	Loan Agreement, dated as of April 7, 2015, by and among Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent and security agent and the banks and financial institutions party thereto, as lenders.(6)	
 	 	 	
10.3	 	Guarantee, dated as of April 7, 2015, made by Genco Shipping & Trading Limited to ABN AMRO Capital USA LLC.(6)	
 	 	 	
10.4	 	Amendment and Waiver Agreement dated as of April 30, 2015 by and among Genco as borrower, Genco Bay Limited and other subsidiaries of Genco named therein as guarantors, and Credit Agricole Corporate and Investment Bank.(6)	
 	 	 	
10.5	 	Waiver Agreement dated as of April 30, 2015 by and among Genco as borrower, Genco Lorraine Limited and other subsidiaries of Genco named therein as guarantors and, Deutsche Bank Luxembourg S.A.(6)	
 	 	 	
10.6	 	Loan Agreement by and among Baltic Tiger Limited and Baltic Lion limited as borrowers, the banks listed therein as lenders, and DVB Bank SE, as agent, arranger, and security agent, dated as of December 3, 2013.(7)	
 	 	 	
10.7	 	First Supplemental Agreement to Secured Loan Facility Agreement, dated as of April 7, 2015, by and among Baltic Tiger Limited, Baltic Lion Limited, Baltic Trading Limited, DVB Bank SE, and the lenders listed on Schedule 1 thereto.(8)	
 	 	 	
10.8	 	Guarantee and Indemnity dated April 8, 2015 by Genco Shipping & Trading Limited in favor of DVB Bank SE.(1)	
 	 	 	
10.9	 	Letter Agreement dated April 30, 2015 between Genco Shipping & Trading Limited and John C. Wobensmith.(9)	
 	 	 	
10.10	 	Letter Agreement dated April 30, 2015 between Baltic Trading Limited and John C. Wobensmith.(9)	
 	 	 	
10.11	 	Genco Shipping & Trading Limited 2015 Equity Incentive Plan.(10)	
 	 	 	
10.12	 	First Supplemental Agreement dated as of July 13, 2015, to Loan Facility Agreement dated August 30, 2013, by and among Baltic Hare Limited and Baltic Fox Limited as borrowers, Baltic Trading Limited as guarantor and pledgor, DVB Bank SE and others as Lenders, and DVB Bank SE as Agent and Security Agent.*	
 	 	 	
10.13	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of DVB Bank SE.*	
 
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Exhibit	 	Document	
10.14	 	Amendment No. 1 dated as of July 14, 2015, to Up to $148,000,000 Senior Secured Credit Agreement dated December 31, 2014, by and among Baltic Trading Limited as Borrower, various lenders listed on Schedule I as Lenders, Nordea Bank Finland PLC, New York Branch as Administrative Agent and Security Agent, Nordea Bank Finland PLC, New York Branch and Skandinaviska Enskilda Banken AB (PUBL) as Mandated Lead Arrangers, and Nordea Bank Finland plc, New York Branch as Bookrunner.*	
 	 	 	
10.15	 	Guaranty dated as of July 17, 2015 by Genco Shipping & Trading Limited in favor of Nordea Bank Finland plc, New York Branch.*	
 	 	 	
10.16	 	Supplemental Agreement dated as of July 14, 2015 to $16,800,000 Secured Loan Facility Agreement dated October 8, 2014, by and among Baltic Hornet Limited as Borrower, ABN AMRO Capital USA LLC and others as Lenders, ABN AMRO Capital USA LLC as Mandated Lead Arranger, Agent and Security Agent, ABN AMRO Bank N.V. Singapore Branch as Sinosure Agent, ABN AMRO Bank N.V. as Swap Provider, Baltic Trading Limited as Guarantor, Genco Shipping & Trading Limited as New Guarantor, Baltic Trading Limited as Pledgor and Baltic Wasp Limited as Other Borrower.*	
 	 	 	
10.17	 	Supplemental Agreement dated as of July 14, 2015 to $16,800,000 Secured Loan Facility Agreement, dated October 8, 2014, by and among Baltic Wasp Limited as Borrower, ABN AMRO Capital USA LLC and others as Lenders, ABN AMRO Capital USA LLC as Mandated Lead Arranger, Agent and Security Agent, ABN AMRO Bank N.V. Singapore Branch as Sinosure Agent, ABN AMRO Bank N.V. as Swap Provider, Baltic Trading Limited as Guarantor, Genco Shipping & Trading Limited as New Guarantor, Baltic Trading Limited as Pledgor and Baltic Hornet Limited as Other Borrower.*	
 	 	 	
10.18	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of ABN AMRO Capital USA LLC pertaining to Baltic Hornet Limited.*	
 	 	 	
10.19	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of ABN AMRO Capital USA LLC pertaining to Baltic Wasp Limited.*	
 	 	 	
10.20	 	Termination Agreement by and among Genco Shipping & Trading Limited, Genco Investments LLC, and Baltic Trading Limited.*	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as	
 	 	amended.*	
 	 	 	
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 June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the six months ended June 30, 2015 and 2014 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).	

(*)	 	Filed with this report.	
 
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(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2015.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2015.	
 	 	 	
(3)	 	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.	
 	 	 	
(4)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.	
 	 	 	
(5)	 	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.	
 	 	 	
(6)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the Securities and Exchange Commission on May 8, 2015.	
 	 	 	
(7)	 	Incorporated by reference to Baltic Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2013.	
 	 	 	
(8)	 	Incorporated by reference to Baltic Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2015.	
 	 	 	
(9)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2015.	
 	 	 	
(10)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2015.	
 
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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: August 10, 2015	By:	/s/ John C. Wobensmith	
 	 	John C. Wobensmith	
 	 	President	
 	 	(Principal Executive Officer)	

 	DATE: August 10, 2015	By:	/s/ Apostolos Zafolias	
 	 	Apostolos Zafolias	
 	 	Chief Financial Officer	
 	 	(Principal Financial Officer)	
 
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Exhibit Index

Exhibit	 	Document	
 	 	 	
2.1	 	Agreement and Plan of Merger, dated as of April 7, 2015, by and among Genco Shipping & Trading Limited, Poseidon Merger Sub Limited and Baltic Trading Limited.(1)	
 	 	 	
2.2	 	Stock Purchase Agreement, dated as of April 7, 2015, by and between Genco Shipping & Trading Limited and Baltic Trading Limited.(1)	
 	 	 	
2.3	 	Amendment No. 1 to Agreement and Plan of Merger, dated as of June 10, 2015, by and among Genco Shipping & Trading Limited, Poseidon Merger Sub Limited and Baltic Trading Limited.(2)	
 	 	 	
3.1	 	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(3)	
 	 	 	
3.2	 	Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(4)	
 	 	 	
3.4	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(3)	
 	 	 	
4.1	 	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(5)	
 	 	 	
4.2	 	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(5)	
 	 	 	
10.1	 	Voting and Support Agreement, dated as of April 7, 2015, by and among Baltic Trading Limited, Genco Shipping & Trading Limited, and the entities listed on Schedule A thereto.(1)	
 	 	 	
10.2	 	Loan Agreement, dated as of April 7, 2015, by and among Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent and security agent and the banks and financial institutions party thereto, as lenders.(6)	
 	 	 	
10.3	 	Guarantee, dated as of April 7, 2015, made by Genco Shipping & Trading Limited to ABN AMRO Capital USA LLC.(6)	
 	 	 	
10.4	 	Amendment and Waiver Agreement dated as of April 30, 2015 by and among Genco as borrower, Genco Bay Limited and other subsidiaries of Genco named therein as guarantors, and Credit Agricole Corporate and Investment Bank.(6)	
 	 	 	
10.5	 	Waiver Agreement dated as of April 30, 2015 by and among Genco as borrower, Genco Lorraine Limited and other subsidiaries of Genco named therein as guarantors and, Deutsche Bank Luxembourg S.A.(6)	
 	 	 	
10.6	 	Loan Agreement by and among Baltic Tiger Limited and Baltic Lion limited as borrowers, the banks listed therein as lenders, and DVB Bank SE, as agent, arranger, and security agent, dated as of December 3, 2013.(7)	
 	 	 	
10.7	 	First Supplemental Agreement to Secured Loan Facility Agreement, dated as of April 7, 2015, by and among Baltic Tiger Limited, Baltic Lion Limited, Baltic Trading Limited, DVB Bank SE, and the lenders listed on Schedule 1 thereto.(8)	
 	 	 	
10.8	 	Guarantee and Indemnity dated April 8, 2015 by Genco Shipping & Trading Limited in favor of DVB Bank SE.(1)	
 	 	 	
10.9	 	Letter Agreement dated April 30, 2015 between Genco Shipping & Trading Limited and John C. Wobensmith.(9)	
 	 	 	
10.10	 	Letter Agreement dated April 30, 2015 between Baltic Trading Limited and John C. Wobensmith.(9)	
 	 	 	
10.11	 	Genco Shipping & Trading Limited 2015 Equity Incentive Plan.(10)	
 	 	 	
10.12	 	First Supplemental Agreement dated as of July 13, 2015, to Loan Facility Agreement dated August 30, 2013, by and among Baltic Hare Limited and Baltic Fox Limited as borrowers, Baltic Trading Limited as guarantor and pledgor, DVB Bank SE and others as Lenders, and DVB Bank SE as Agent and Security Agent.*	
 	 	 	
10.13	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of DVB Bank SE.*	
 	 	 	
10.14	 	Amendment No. 1 dated as of July 14, 2015, to Up to $148,000,000 Senior Secured Credit Agreement dated December 31,	
 
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Exhibit	 	Document	
 	 	2014, by and among Baltic Trading Limited as Borrower, various lenders listed on Schedule I as Lenders, Nordea Bank Finland PLC, New York Branch as Administrative Agent and Security Agent, Nordea Bank Finland PLC, New York Branch and Skandinaviska Enskilda Banken AB (PUBL) as Mandated Lead Arrangers, and Nordea Bank Finland plc, New York Branch as Bookrunner.*	
 	 	 	
10.15	 	Guaranty dated as of July 17, 2015 by Genco Shipping & Trading Limited in favor of Nordea Bank Finland plc, New York Branch.*	
 	 	 	
10.16	 	Supplemental Agreement dated as of July 14, 2015 to $16,800,000 Secured Loan Facility Agreement dated October 8, 2014, by and among Baltic Hornet Limited as Borrower, ABN AMRO Capital USA LLC and others as Lenders, ABN AMRO Capital USA LLC as Mandated Lead Arranger, Agent and Security Agent, ABN AMRO Bank N.V. Singapore Branch as Sinosure Agent, ABN AMRO Bank N.V. as Swap Provider, Baltic Trading Limited as Guarantor, Genco Shipping & Trading Limited as New Guarantor, Baltic Trading Limited as Pledgor and Baltic Wasp Limited as Other Borrower.*	
 	 	 	
10.17	 	Supplemental Agreement dated as of July 14, 2015 to $16,800,000 Secured Loan Facility Agreement, dated October 8, 2014, by and among Baltic Wasp Limited as Borrower, ABN AMRO Capital USA LLC and others as Lenders, ABN AMRO Capital USA LLC as Mandated Lead Arranger, Agent and Security Agent, ABN AMRO Bank N.V. Singapore Branch as Sinosure Agent, ABN AMRO Bank N.V. as Swap Provider, Baltic Trading Limited as Guarantor, Genco Shipping & Trading Limited as New Guarantor, Baltic Trading Limited as Pledgor and Baltic Hornet Limited as Other Borrower.*	
 	 	 	
10.18	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of ABN AMRO Capital USA LLC pertaining to Baltic Hornet Limited.*	
 	 	 	
10.19	 	Guarantee and Indemnity dated July 17, 2015 by Genco Shipping & Trading Limited in favor of ABN AMRO Capital USA LLC pertaining to Baltic Wasp Limited.*	
 	 	 	
10.20	 	Termination Agreement by and among Genco Shipping & Trading Limited, Genco Investments LLC, and Baltic Trading Limited.*	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as	
 	 	amended.*	
 	 	 	
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 June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and 2014 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the six months ended June 30, 2015 and 2014 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).	

(*)	 	Filed with this report.	
 	 	 	
(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and	
 
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 	 	Exchange Commission on April 8, 2015.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2015.	
 	 	 	
(3)	 	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.	
 	 	 	
(4)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.	
 	 	 	
(5)	 	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.	
 	 	 	
(6)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the Securities and Exchange Commission on May 8, 2015.	
 	 	 	
(7)	 	Incorporated by reference to Baltic Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2013.	
 	 	 	
(8)	 	Incorporated by reference to Baltic Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2015.	
 	 	 	
(9)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2015.	
 	 	 	
(10)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2015.	
 
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69 

Exhibit 10.12
 
F21.228
 
First Supplemental Agreement to Secured Loan Facility Agreement dated 30 August 2013
 
Dated:                     13 July 2015
 
(1)                                           BALTIC HARE LIMITED
BALTIC FOX LIMITED
(as Borrowers)
 
(2)                                           BALTIC TRADING LIMITED
(as Guarantor and Pledgor)
 
(3)                                           DVB BANK SE and others
(as Lenders)
 
(4)                                           DVB BANK SE
(as Agent)
 
(5)                                           DVB BANK SE
(as Security Agent)

 

 
Contents

 	 	 	 	Page	
 	 	 	 	 	
1	 	Interpretation	 	3	
 	 	 	 	 	
2	 	Conditions	 	4	
 	 	 	 	 	
3	 	Representations and Warranties	 	7	
 	 	 	 	 	
4	 	Amendments to Loan Agreement and Release of the Guarantor	 	7	
 	 	 	 	 	
5	 	Confirmation and Undertaking	 	11	
 	 	 	 	 	
6	 	Counterparts	 	12	
 	 	 	 	 	
7	 	Notices, Law and Jurisdiction	 	12	
 	 	 	 	 	
Schedule 1	 	The Lenders The Commitments	 	13	
 	 	 	 	 	
Schedule 2	 	[First] [Second] Effective Date Confirmation	 	14	

 
Supplemental Agreement
 
Dated:  13 July 2015
 
Between:
 
(1)                                           BALTIC HARE LIMITED (“ Baltic Hare ”) and BALTIC FOX LIMITED (“ Baltic FOX ”), each a company incorporated according to the law of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (together the “ Borrowers ” and each a “ Borrower ”) jointly and severally; and
 
(2)                                           BALTIC TRADING LIMITED , a company incorporated according to the law of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the “ Guarantor ”); and
 
(3)                                           the banks listed in Schedule 1, each acting through its office at the address indicated against its name in Schedule 1 (together the “ Lenders ” and each a “ Lender ”); and
 
(4)                                           DVB BANK SE , acting as agent and arranger through its office at Platz der Republik 6, D-60325 Frankfurt am Main, Federal Republic of Germany (in that capacity the “ Agent ”); and
 
(5)                                           DVB BANK SE , acting as security agent through its office at Platz der Republik 6, D-60325 Frankfurt am Main, Federal Republic of Germany (in that capacity the “ Security Agent ”).
 
Supplemental to a secured loan agreement dated 30 August 2013 (the “ Loan Agreement ”) made between the Borrowers, the Lenders, the Agent and the Security Agent on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers its respective Commitment of an aggregate amount not exceeding twenty two million Dollars ($22,000,000).
 
Whereas :
 
(A)                                The Guarantor and the Borrowers request the Finance parties to consent to an amendment to clauses 10.13 ( Additional Security ) and 12.2.2 (b) and (c)  (Financial Covenants) of the Loan Agreement.
 
(B)                                Pursuant to a letter addressed to DVB Bank SE by the Guarantor and dated 23 June 2015 and in light of the proposed merger (the “ Merger ”) between the New Guarantor and the Guarantor (as a consequence of which the Guarantor will no longer be listed on the New York Stock Exchange (or any other exchange)), the Guarantor and the Borrowers further request the Finance parties to consent to:
 
(1)                                 the Merger pursuant to clause 12.3.6 of the Loan Agreement;
 
(2)                                   the replacement of the Guarantor by the New Guarantor;
 
(3)                                    the release and discharge of the Guarantor from its obligations under the Guarantee; and
 
2 

 
(4)                                    the Change of Control of the Guarantor (as required pursuant to clause 12.3.21 (a) and (b)  (No change in ownership) and clause 13.1.8 (Event of Default) of the Loan Agreement).
 
(C)                              The Finance Parties are willing to agree to such requests contained in Recital (A) and (B) and the Finance Parties and the Borrowers have agreed to amend the Loan Agreement and the Security Documents (as applicable) on the terms and subject to the conditions contained in this Supplemental Agreement pursuant to which the Borrowers would agree to procure the execution of and delivery to the Security Agent of the Additional Security Documents.
 
(D)                                At the date of this Supplemental Agreement, the outstanding amount of the Loan is nineteen million three hundred and seventy five thousand Dollars ($19,375,000).
 
It is agreed that :
 
1                                                   Interpretation
 
1.1                                         In this Supplemental Agreement:
 
“ Additional Security Documents ” means this Supplemental Agreement, the New Guarantee and any other agreement or document which may at any time be executed by any person as additional security for the payment of all or any part of the Indebtedness.
 
“ Finance Parties ” means the Agent, the Security Agent and the Lenders.
 
“ First Effective Date ” means the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 2 that all of the conditions referred to in Clause 2.1 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred.
 
“ New Guarantee ” means the guarantee and indemnity to be granted by the New Guarantor in favour of the Security Agent, in such form and containing such terms and conditions as the Security Agent shall require.
 
“ New Guarantor ” means Genco Shipping & Trading Limited a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and whose principal place of business is at 299 Park Avenue, 12th Floor, New York NY 10171 and/or (where the context permits) any other person who shall at any time during the Facility Period give to the Lenders or to the Security Agent on their behalf a guarantee and/or indemnity for the repayment of all or part of the Indebtedness.
 
“ Second Effective Date ” means the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 2 that all of the conditions referred to in Clause 2.2 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred.
 
“ Security Parties ” means all parties to this Supplemental Agreement other than the Finance Parties and “ Security Party ” means any one of them.
 
3 

 
“ Supplemental Agreement ” means the agreement herein contained.
 
1.2                                         All words and expressions defined in the Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clause 1.2 of the Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it were set out in full.
 
1.3                                         The Agent and the Borrowers hereby designate this Supplemental Agreement as a Finance Document.
 
1.4                                         All obligations, representations, warranties, covenants and undertakings of the Borrowers under or pursuant to this Supplemental Agreement shall, unless otherwise expressly provided, be entered into, made or given by them jointly and severally.
 
2                                                   Conditions
 
2.1                                         The Agent, on behalf of the Finance Parties, confirms its consent to the requests specified in Recital A above provided that as conditions for the agreement of the Finance Parties to such requests and for the effectiveness of Clauses 4.1 and 4.2, the Borrowers shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence:
 
2.1.1                               a certificate from a duly authorised officer of each Borrower (a) (i) confirming that none of the documents delivered to the Agent pursuant to (as applicable) schedule 2, part I, paragraphs 1(a), 1(c), 1 (e)(f) and 1(h) of the Loan Agreement have been amended or modified in any way since the date of their delivery to the Agent, or (ii) attaching copies, certified by a duly authorised officer of the relevant Borrower as true, complete, accurate and neither amended nor revoked, of any documents delivered to the Agent pursuant to schedule 1, paragraph 1(a) of the Loan Agreement which have been amended or modified and (b) setting out the names of the directors, officers and, in relation to each Borrower, shareholders (after giving effect to the Transfer) and the proportion of shares held by each shareholder;
 
2.1.2                               a certificate from a duly authorised officer of the Guarantor (a) (i) confirming that none of its constitutional documents delivered to the Agent pursuant to the Guarantor’s officer’s certificate dated 26 February 2014 duly executed by the Guarantor’s President, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer have been amended or modified in any way since the date of their delivery to the Agent, or (ii) attaching copies, certified by a duly authorised officer of the Guarantor as true, complete, accurate and neither amended nor revoked, of any documents delivered to the Agent as per above, which have been amended or modified (b) certifying that each copy document relating to it specified in Clauses 2.1.3 and 2.1.4 (if applicable) is correct and (c) setting out the names of the directors and officers;
 
2.1.3                               a copy, certified by the secretary of the Guarantor as true, complete and accurate and neither amended nor revoked, of a resolution of its directors (together, where appropriate, with signed waivers of notice of any directors’ meetings) approving, and authorising or ratifying the execution of, this
 
4 

 
Supplemental Agreement and any document to be executed by the Guarantor pursuant to this Supplemental Agreement;
 
2.1.4                               if necessary a notarially attested and legalised power of attorney of the Guarantor under which this Supplemental Agreement and any documents required pursuant to this Supplemental Agreement are to be executed by the Guarantor;
 
2.1.5                               a certificate of good standing in respect of each Borrower and the Guarantor;
 
2.1.6                               a specimen of the signature and a copy of the passport of each person who executes this Supplemental Agreement and any other documents required by it;
 
2.1.7                               this Supplemental Agreement, together with all other documents required by it;
 
2.1.8                               a legal opinion of the legal advisers to the Agent in each relevant jurisdiction, substantially in the form or forms provided to the Agent prior to signing of this Supplemental Agreement or confirmation satisfactory to the Agent that such an opinion will be given;
 
2.1.9                               evidence that WFW Legal Services Limited present of 15 Appold Street, London EC2A 2HB, England have accepted their appointment as agent for service of process in relation to any proceedings before the English courts in connection with this Supplemental Agreement and any other documents required by it; and
 
2.1.10                        a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Supplemental Agreement or for the validity and enforceability of this Supplemental Agreement.
 
2.2                                         The Agent, on behalf of the Finance Parties, confirms its consent to the requests specified in Recital B above provided that as conditions for the agreement of the Finance Parties to such requests and for the effectiveness of Clause 4.3, the Borrowers shall deliver or cause to be delivered to or to the order of the Agent, in addition to all documents required pursuant to clause 2.1, the following documents and evidence:
 
2.2.1                               a certificate from a duly authorised officer of the New Guarantor (a) attaching copies of the constitutional documents of the New Guarantor together with such other evidence as the Agent may reasonably require that the New Guarantor is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Additional Security Documents to which it is to become a party, (b) certifying that each copy document relating to it specified in Clauses 2.2.2 and 2.2.3 (if applicable) is correct, complete and in full force and (c) setting out the names of the directors and officers of the New Guarantor;
 
5 

 
2.2.2                               a copy, certified by the secretary or a director of the New Guarantor as true, complete and accurate and neither amended nor revoked, of a resolution of its directors (together, where appropriate, with signed waivers of notice of any directors’ meetings) approving, and authorising or ratifying the execution of, the Additional Security Documents and any document to be executed by the New Guarantor pursuant to the Additional Security Documents;
 
2.2.3                               if necessary a notarially attested and legalised power of attorney of the New Guarantor under which the Additional Security Documents and any documents required pursuant to the Additional Security Documents are to be executed by the New Guarantor;
 
2.2.4                               a certificate of good standing in respect of the New Guarantor;
 
2.2.5                               a specimen of the signature and a copy of the passport of each person who executes the remaining Additional Security Documents;
 
2.2.6                               the remaining Additional Security Documents, together with all other documents required by any of them;
 
2.2.7                               a legal opinion of the legal advisers to the Agent in each relevant jurisdiction, substantially in the form or forms provided to the Agent prior to signing of this Supplemental Agreement or confirmation satisfactory to the Agent that such an opinion will be given;
 
2.2.8                               evidence that WFW Legal Services Limited present of 15 Appold Street, London EC2A 2HB, England have accepted their appointment as agent for service of process in relation to any proceedings before the English courts in connection with the remaining Additional Security Documents;
 
2.2.9                               such documentation and other evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary “know your customer” or similar identification procedures in relation to the transactions contemplated in the Finance Documents;
 
2.2.10                        a certified true copy of the Registration Rights Agreement (as defined in the New Guarantee); and
 
2.2.11                        a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any of the remaining Additional Security Documents or for the validity and enforceability of the remaining Additional Security Documents.
 
2.3                                         The Borrowers undertake to deliver or to cause to be delivered to the Agent on, or as soon as practicable after, the First Effective Date or the Second Effective date (as applicable), the following additional documents and evidence:-
 
2.2.1                              the legal opinions referred to in Clauses 2.1.8 and 2.2.7, duly executed; and
 
6 

 
2.2.2                              the process agent acceptance letter referred to in Clauses 2.1.9 and 2.2.8 duly executed.
 
2.4                                         If any of the documents and evidence required by Clauses 2.1 and 2.2 have not been delivered to or to the order of the Agent in accordance therewith, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Agent no later than the date specified by the Agent, and delivery on such later date shall not be taken as a waiver of the Agent’s right to require production of all the documents and evidence required by Clauses 2.1 and 2.2.
 
2.5                                         All documents and evidence delivered to the Agent pursuant to this Clause shall:
 
2.5.1                               be in form and substance acceptable to the Agent;
 
2.5.2                               be accompanied, if required by the Agent, by translations into the English language, certified in a manner acceptable to the Agent; and
 
2.5.3                               if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.
 
3                                                   Representations and Warranties
 
Each of the representations and warranties contained in clause 11 of the Loan Agreement shall be deemed repeated by each Borrower at the date of this Supplemental Agreement and at the Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Finance Documents included this Supplemental Agreement.
 
4                                                   Amendments to Loan Agreement and Release of the Guarantor
 
4.1                                         With effect from the First Effective Date:
 
4.1.1                               the definition of “ Supplemental Agreement ” contained in Clause 1.1 of this Supplemental Agreement shall be added to clause 1.1 of the Loan Agreement in alphabetical order;
 
4.1.2                               the definition of “ Leverage ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows :
 
““ Leverage ” means the aggregate Financial Indebtedness (excluding committed but undrawn working capital lines) of the Group divided by the Value Adjusted Total Assets.”;
 
4.1.3                               the definition of “ Minimum Consolidated Net Worth ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows :
 
““ Minimum Consolidated Net Worth ” means an amount of not less than (a) $270,150,000 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the Guarantor after the Supplemental Agreement.”
 
4.1.4                               the definition of “ Security Documents ” set forth in clause 1.1 and clause 10.1 of the Loan Agreement shall be construed to include this Supplemental Agreement; and
 
7 

 
4.1.5                               clause 10.13.2 of the Loan Agreement shall be amended by adding at the end “it being agreed that security over Fleet Vessels shall, in the Security Agent’s discretion acting reasonably, be acceptable additional security”.
 
4.2                                         With effect from the First Effective Date and until and including 30 June 2016:
 
reference to “one hundred and thirty per cent (130%)” in Clause 10.13 (Additional Security ) of the Loan Agreement shall be construed to refer to “one hundred and ten per cent (110%)”.
 
4.3                                         With effect from the Second Effective Date:
 
4.3.1                               The remaining definitions contained in Clause 1.1 (other than the definition of “ Finance Parties ”, “ First Effective Date ”, “ Second Effective Date ”  and “ Security Parties ”) of this Supplemental Agreement shall be added to clause 1.1 of the Loan Agreement in alphabetical order;
 
4.3.2                               the definition of “ Change of Control ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows:
 
““ Change of Control ” means:
 
(A)                                         in respect of the New Guarantor, any time during which and for any reason:
 
(a)                                           there is a sale, lease or transfer of all or substantially all of the New Guarantor’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); or
 
(b)                                            there is a liquidation or dissolution of the New Guarantor; or
 
(c)                                            there is a replacement of a majority of the directors on the board of directors of the New Guarantor over a two-year period from the directors who constituted the board of directors of the New Guarantor at the beginning of such period and such replacement has not been approved by a vote of at least a majority of the board of directors of the New Guarantor then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(d)                                           there is a “change of control” or similar event (however described) in any documentation related to any Financial Indebtedness of the New Guarantor or the Group or any member of the Group; or
 
(e)                                            any person or group other than one or more of the Permitted Holders that at any time becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent of the outstanding
 
8 

 
voting or economic equity interests of the New Guarantor; and
 
(B)                                         in respect of a Borrower, any time during which and for any reason, the New Guarantor fails to own, directly or indirectly, one hundred per cent of the capital stock or other equity interests of that Borrower.”;
 
4.3.3                               the definition of “Guarantor” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced by the definition of “New Guarantor” contained in Clause 1.1 of this Supplemental Agreement in alphabetical order and any references to the Guarantor in the Loan Agreement shall no longer be a reference to Baltic Trading Limited, of the Republic of the Marshall Islands,  but shall be construed to refer to the New Guarantor;
 
4.3.4                               the definition of “ Minimum Consolidated Net Worth ” set forth in clause 1.1 of the Loan Agreement (as amended pursuant to Clause 4.1.3 of this Supplemental Agreement) shall be deleted and be replaced as follows :
 
““ Minimum Consolidated Net Worth ” means an amount of not less than (a) $786,360,204 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the Guarantor including the offering completed on 31 March 2015.”
 
4.3.5                               the definition of “ Nordea Loan Agreement ” set forth in clause 1.1 of the Loan Agreement shall be deleted;
 
4.3.6                               the definition of “ Permitted Holders ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows:
 
““ Permitted Holders ” means (a) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest, (b) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (c) any person or group (as defined in Section 13(a)(3) of the Exchange Act) who may at the time of the signing of the Supplemental Agreement own, directly or indirectly, beneficially or of record, shares representing more than thirty per cent of the voting or economic equity interests of the New Guarantor, any affiliate of any such person, and any member of such group or affiliate of such member.”;
 
4.3.7                               the definition of “ Security Documents ” set forth in clause 1.1 and clause 10.1 of the Loan Agreement shall be construed to include the remaining Additional Security Documents and exclude the Guarantee and the Guarantor’s Assignments, in each case executed by Baltic Trading Limited, of the Republic of the Marshall Islands;
 
4.3.8                               the definition of “ Security Parties ” set forth in clause 1.1 of the Loan Agreement shall be construed to include the New Guarantor and exclude the Guarantor;
 
9 

 
4.3.9                               all references in the Loan Agreement (but not in this Supplemental Agreement) to the Guarantee shall be construed to refer to the New Guarantee;
 
4.3.10                        the definition of “ Shareholder Rights Agreement ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows:
 
““ Shareholder Rights Agreement ” means a shareholder rights agreement substantially similar to the shareholder rights agreement entered into as of 11 April 2007 and made between the New Guarantor and Mellon Investor Services LLC, a New Jersey Limited Liability Company as rights agent.”;
 
4.3.11                        the definition of “ Subsidiary ” set forth in clause 1.1 of the Loan Agreement shall be deleted and be replaced as follows:
 
““ Subsidiary ” means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.”;
 
4.3.12                        clause 10.14 (b) set forth in the Loan Agreement shall be deleted and be replaced as follows:
 
“(b)                                     “ Fleet Vessels”.  The fair market value of a Fleet Vessel (other than a Vessel) shall be determined pursuant to any required methodology pursuant to any contractual obligation addressing the manner in which such Fleet Vessel is to be appraised or valued (or if there is no such other required methodology, in a manner mutually acceptable to the Borrowers and the Agent).”; and
 
4.3.13                        without prejudice to the obligations of the Borrowers under the Loan Agreement or to the obligations of the other Security Parties (as defined in the Loan Agreement) under, or to the validity of, any documents (other than the Guarantee and the Guarantor’s Assignments) which the Security Parties (as defined in the Loan Agreement) may have executed in favour of the Security Agent pursuant to the Loan Agreement all of which shall remain in full force and effect, the Finance Parties hereby:
 
i)                                                   release and discharge the Guarantor from all its obligations under the Guarantee and the Guarantor’s Assignments with the exception of any indemnities contained in the Guarantee or the Guarantor’s Assignments which are intended to survive; and
 
ii)                                                release to the Guarantor all its rights, title and interest in and to all the property charged in favour of the Security Agent under the Guarantee and the Guarantor’s Assignments.
 
10 

 
The Finance Parties make and give no representation, warranty or covenant in relation to the property released under and pursuant to this Clause 4.1.14 except that it has not itself charged that property.
 
All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect.
 
5                                                   Confirmation and Undertaking
 
5.1                                         Each of the Borrowers confirms that all of its respective obligations under or pursuant to each of the Security Documents (as defined giving effect to this Supplemental Agreement) to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement made in this Supplemental Agreement, as if all references in any of the Security Documents (as defined giving effect to this Supplemental Agreement) to the Loan Agreement were references to the Loan Agreement as amended and supplemented by this Supplemental Agreement.
 
5.2                                         The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Supplemental Agreement.
 
5.3                                         Provided the Second Effective Date has occurred and there is no Default, the Finance Parties hereby confirm their consent to the cancellation of the global management agreement dated 15 March 2010 and made between the Guarantor and the New Guarantor (as amended from time to time) provided such cancellation does not in any way affect the security granted in favour of the Security Agent under the Loan Agreement (as amended and supplemented from time to time).
 
5.4                                         The Security Agent shall release each Existing Share Charge upon request by each Borrower provided that:
 
(a)                                          the Guarantor transfers all the Shares to the New Shareholder on terms approved by the Security Agent;
 
(b)                                          the New Shareholder creates security over the Shares in favour of the Security Agent in form and substance satisfactory to the Security Agent;
 
(c)                                           the Security Agent receives such legal advice, opinions and other documents as it may require in relation to the creation of the security by the New Shareholder in form and substance satisfactory to it;
 
(d)                                           there is no Default;
 
(f)                                            such release of the Existing Share Charges and creation of security over the Shares is documented pursuant to a supplemental agreement to the Loan Agreement and subject to other terms and conditions acceptable to the Finance Parties; and
 
(f)                                            the New Guarantor reimburses the Security Agent in respect of all fees, costs and expenses incurred by the Security Agent and the Agent in relation to the matters referred to in the preceding paragraphs.
 
For the purposes of this Clause 5.4:
 
11 

 
“ New Shareholder ” means the New Guarantor and any wholly-owned subsidiary of the New Guarantor incorporated in the Republic of the Marshall Islands or other jurisdiction approved by the Security Agent;
 
“ Existing Share Charges ” means the deeds of charge over shares in Baltic Hare and Baltic Fox respectively and each dated 5 September 2013 and executed by the Guarantor in favour of the Security Agent and “ Existing Share Charge ” means either one of them; and
 
“ Shares ” means all the issued share capital in each of the Borrowers.
 
6                                                   Counterparts
 
This Supplemental Agreement may be executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.
 
7                                                   Notices, Law and Jurisdiction
 
The provisions of clauses 18 and 23 of the Loan Agreement shall apply to this Supplemental Agreement as if they were set out in full and as if references to the Loan Agreement were references to this Supplemental Agreement and references to the Borrower were references to the Security Parties.
 
12 

 

Schedule 1	 	
 	 	
The Lenders	The Commitments	
 	 	
DVB BANK SE	$22,000,000	
 
Platz der Republik 6
 
D-60325 Frankfurt am Main
 
Federal Republic of Germany
 
fax no: +44 207 256 4352 marked for the attention of Transaction and Loan Services
 
for the purposes of Clause 18 ( Notices ) of the Loan Agreement with a copy to
 
DVB BANK SE
 
3 Moraitini Street & 1 Palea Leof. Posidonos
 
Delta Paleo Faliro
 
175 61  Athens, Greece
 
Fax: +30 210 455 7420
 
Email: dbg@dvbbank.com
 
13 

 
Schedule 2
 
[First] [Second] Effective Date Confirmation
 
To:                                       BALTIC HARE LIMITED  & BALTIC FOX LIMITED , each of
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Marshall Islands
MH 96960
 
We, DVB BANK SE, refer to the supplemental agreement dated [     ] 2015 (the “ Supplemental Agreement ”) relating to a secured loan agreement dated 30 August 2013 (the “ Loan Agreement ”) made between you as the Borrowers, the banks listed in it as the Lenders, ourselves as the Agent and ourselves as the Security Agent in respect of a loan to you from the Lenders of up to $22,000,000.
 
We hereby confirm that all conditions precedent referred to in Clause [2.1] [2.2] of the Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 and 4 of the Supplemental Agreement the [First] [Second] Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.
 
Dated: [              ] 2015

Signed:	 	 	
 	 	
 	for and on behalf of	
 	DVB BANK SE	
 
14 

 
In witness of which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.

Signed and delivered as	 	)	
a Deed by	 	)	
BALTIC HARE LIMITED	 	)	/s/ John C. Wobensmith	
acting by John C. Wobensmith	 	)	 	
its duly authorised attorney-in-fact	 	)	 	
in the presence of:	 	)	 	
 	 	 	 	
Witness signature:	/s/ Nathan C. Gaudio	 	 	 	
Name: Nathan C. Gaudio	 	 	 	
Address: 46 Trinity Place	 	 	 	
New York, NY 10006	 	 	 	
 	 	 	 	
Signed and delivered as	 	)	 	
a Deed by	 	)	 	
BALTIC FOX LIMITED	 	)	/s/ John C. Wobensmith	
acting by John C. Wobensmith	 	)	 	
its duly authorised attorney-in-fact	 	)	 	
in the presence of:	 	)	 	
 	 	 	 	
Witness signature:	/s/ Nathan C. Gaudio	 	 	 	
Name: Nathan C. Gaudio	 	 	 	
Address: 46 Trinity Place	 	 	 	
New York, NY 10006	 	 	 	
 	 	 	 	
Signed and delivered as	 	)	 	
a Deed by	 	)	 	
BALTIC TRADING LIMITED	 	)	/s/ John C. Wobensmith	
acting by John C. Wobensmith	 	)	 	
its duly authorised attorney-in-fact	 	)	 	
in the presence of:	 	)	 	
 	 	 	 	
Witness signature:	/s/ Nathan C. Gaudio	 	 	 	
Name: Nathan C. Gaudio	 	 	 	
Address: 46 Trinity Place	 	 	 	
New York, NY 10006	 	 	 	
 
15 

 

Signed and delivered as	 	)	 	
a Deed by	 	)	 	
DVB BANK SE (as a Lender)	 	)	/s/ Pinelopi Karamadouki	
acting by Pinelopi Karamadouki	 	)	 	
its duly authorised attorney-in-fact	 	)	 	
in the presence of: Georgia Patinioti	 	)	 	
 	 	 	 	
Witness signature:	/s/ Georgia Patinioti	 	 	 	
Name: Georgia Patinioti	 	 	 	
Address: 1 st  and 2 nd  Floor	 	 	 	
Filellinon 2 & Akti Miaouli	 	 	 	
185 36 Piraeus	 	 	 	
Greece	 	 	 	
 	 	 	 	
Signed and delivered as	 	)	 	
a Deed by	 	)	 	
DVB BANK SE (as Agent)	 	)	/s/ Pinelopi Karamadouki	
acting by Pinelopi Karamadouki	 	)	 	
its duly authorised attorney-in-fact	 	)	 	
in the presence of: Georgia Patinioti	 	)	 	
 	 	 	 	
Witness signature:	/s/ Georgia Patinioti	 	 	 	
Name: Georgia Patinioti	 	 	 	
Address: 1 st  and 2 nd  Floor	 	 	 	
Filellinon 2 & Akti Miaouli	 	 	 	
185 36 Piraeus	 	 	 	
Greece	 	 	 	
 	 	 	 	
Signed and delivered as	 	)	 	
a Deed by	 	)	 	
DVB BANK SE (as Security Agent)	 	)	 	
acting by Pinelopi Karamadouki	 	)	/s/ Pinelopi Karamadouki	
its duly authorised attorney-in-fact	 	)	 	
in the presence of: Georgia Patinioti	 	)	 	
 	 	 	 	
Witness signature:	/s/ Georgia Patinioti	 	 	 	
Name: Georgia Patinioti	 	 	 	
Address: 1 st  and 2 nd  Floor	 	 	 	
Filellinon 2 & Akti Miaouli	 	 	 	
185 36 Piraeus	 	 	 	
Greece	 	 	 	
 
16 

Exhibit 10.13
 
F21.228
 
DATED 17 July 2015
 
GENCO SHIPPING & TRADING LIMITED
 
- to -
 
DVB BANK SE

 
GUARANTEE AND INDEMNITY

 

 
 
CONTENTS

 	 	 	 	Page	
 	 	 	 	 	
1	 	Definitions and Interpretation	 	2	
 	 	 	 	 	
2	 	Representations and Warranties	 	4	
 	 	 	 	 	
3	 	Guarantee and Indemnity	 	6	
 	 	 	 	 	
4	 	Preservation of Guarantor’s Liability	 	6	
 	 	 	 	 	
5	 	Preservation of Finance Parties’ Rights	 	8	
 	 	 	 	 	
6	 	Undertakings	 	10	
 	 	 	 	 	
7	 	Payments	 	15	
 	 	 	 	 	
8	 	Currency	 	16	
 	 	 	 	 	
9	 	Set-Off	 	17	
 	 	 	 	 	
10	 	Application of Moneys	 	17	
 	 	 	 	 	
11	 	Partial Invalidity	 	18	
 	 	 	 	 	
12	 	Further Assurance	 	18	
 	 	 	 	 	
13	 	Miscellaneous	 	19	
 	 	 	 	 	
14	 	Notices	 	19	
 	 	 	 	 	
15	 	Law and Jurisdiction	 	19	

 
GUARANTEE AND INDEMNITY
 
Dated:    17 July 2015
 
BY:
 
(1)                                  GENCO SHIPPING & TRADING LIMITED, a company incorporated according to the law of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 and whose principal place of business is at 299 Park Avenue, 12th Floor, New York NY 10171 (the “Guarantor”)
 
IN FAVOUR OF:
 
(2)                                  DVB BANK SE acting through its office at Platz der Republik 6, D-60325 Frankfurt am Main, Federal Republic of Germany (the “ Security Agent ”).
 
WHEREAS:
 
(A)                                Each of the banks listed in schedule 1 to the Loan Agreement (as defined below) (collectively the “ Lenders ”) has agreed to lend to Baltic Hare Limited and Baltic Fox Limited, each of the Republic of the Marshall Islands, on a joint and several basis (the “ Borrowers ”) its participation in a loan not exceeding twenty two million Dollars ($22,000,000) (the “ Loan ”) on the terms and subject to the conditions set out in a loan agreement dated 30 August 2013 as amended and supplemented by a first supplemental agreement dated                 July 2015, each made between (amongst others) the Borrowers (as joint and several borrowers), the Lenders (as lenders), DVB BANK SE (as agent and arranger) (the “ Agent ”) and the Security Agent (as security agent) (together, the “ Loan Agreement ”).
 
(B)                                Pursuant to the Loan Agreement, and as a condition precedent to the several obligations of the Lenders to continue to make the Loan available to the Borrowers, the Borrowers have, amongst other things, agreed to procure that the Guarantor execute and deliver this Guarantee and Indemnity in favour of the Security Agent as security agent for the Finance Parties.

 
THIS DEED WITNESSES as follows:
 
1                                          Definitions and Interpretation
 
1.1                                In this Guarantee and Indemnity:
 
“ Collateral ” shall mean all property (whether real or personal) with respect to which any Encumbrance has been granted (or purported to be granted) pursuant to any Security Document.
 
“ Default Rate ” means interest at the rate calculated in accordance with clause 7.8 of the Loan Agreement.
 
“ Dividend ” with respect to any Person shall mean that such Person has declared or paid a dividend or returned any equity capital to its stockholders, partners or members or authorised or made any other distribution, payment or delivery of property (other than common stock or the right to purchase any of such stock of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or partnership or membership interests outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of, or equity interests in, such Person outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to is capital stock or other equity interests).  Without limiting the foregoing, “ Dividends ” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting side of any funds for the foregoing purposes.
 
“ Equity Interests ” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
 
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“ GAAP ” means generally accepted accounting principles in the United States of America.
 
“ Guarantor’s Liabilities ” means all of the liabilities and obligations of the Guarantor to any of the Finance Parties under or pursuant to this Guarantee and Indemnity, from time to time, whether in respect of principal, interest, costs or otherwise and whether present, future, actual or contingent.
 
“ Indebtedness ” means the aggregate from time to time of: the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable by the Borrowers or any of them to any of the Finance Parties under all or any of the Finance Documents.
 
“ Original Financial Statements ” means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2014.
 
“ Quarter Date ” means each of 31 March, 30 June, 30 September and 31 December of each calendar year.
 
“ Registration Rights Agreement ” shall mean the Registration Rights Agreement as of 9 July 2014 by and between the Guarantor and the holders named therein.
 
1.2                                Unless otherwise specified in this Guarantee and Indemnity, or unless the context otherwise requires, all words and expressions defined in the Loan Agreement shall have the same meaning when used in this Guarantee and Indemnity.
 
1.3                                In this Guarantee and Indemnity:
 
1.3.1                      words denoting the plural number include the singular and vice versa;
 
1.3.2                      words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;
 
1.3.3                      references to Clauses are references to clauses of this Guarantee and Indemnity;
 
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1.3.4                      references to this Guarantee and Indemnity include the recitals to this Guarantee and Indemnity;
 
1.3.5                      the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Guarantee and Indemnity;
 
1.3.6                      references to any document (including, without limitation, to any of the Finance Documents) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;
 
1.3.7                      references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted; and
 
1.3.8                      references to any Finance Party include its successors, transferees and assignees.
 
2                                          Representations and Warranties
 
The Guarantor represents and warrants to the Security Agent at the date of this Guarantee and Indemnity and (by reference to the facts and circumstances then pertaining) on the date of the first day of each Interest Period that:
 
2.1                                all representations and warranties given by the Borrowers in the Loan Agreement in respect of the Guarantor and/or this Guarantee and Indemnity are and will remain correct and none of them is or will become misleading; and
 
2.2                                the Guarantor is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has the power to own its assets and to carry on its business as it is being conducted; and
 
2.3                                the Guarantor has the power to enter into and perform this Guarantee and Indemnity and has taken all necessary action to authorise its entry into and performance of this Guarantee and Indemnity; and
 
2.4                                the Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative
 
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receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or any part of its assets; and
 
2.5                                this Guarantee and Indemnity constitutes legal, valid, binding and enforceable obligations of the Guarantor; and
 
2.6                                all consents, licences, approvals and authorisations of, or registrations with or declarations to, any governmental authority, bureau or agency which may be required in connection with the entry into, performance, validity or enforceability of this Guarantee and Indemnity have been obtained or made and remain in full force and effect and the Guarantor is not aware of any event or circumstance which could reasonably be expected adversely to affect the right of the Guarantor to hold and/or obtain renewal of any such consents, licences, approvals or authorisations; and
 
2.7                                no litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency which if adversely determined, might reasonably be expected to have a material adverse effect on the business or financial condition of the Guarantor have (to the best of the Guarantor’s knowledge and belief) been started or threatened against the Guarantor; and
 
2.8                                the entry into and performance of this Guarantee and Indemnity will not conflict with the constitutional documents of the Guarantor or any law or regulation or document applicable to, or binding on, the Guarantor or any of its assets; and
 
2.9                                the Guarantor is not required to make any deduction or withholding from any payment which it may be obliged to make to any Finance Party under or pursuant to this Guarantee and Indemnity; and
 
2.10                         under the laws of the jurisdiction of incorporation of the Guarantor, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee and Indemnity that it be filed, recorded or enrolled with any court or other authority in any country or that any stamp, registration or similar tax be paid on or in relation to this Guarantee and Indemnity; and
 
2.11                         the Guarantor is not in breach of, or default under, any agreement of any sort binding on it or on all or any part of its assets which has or is reasonably likely to have a Material Adverse Effect; and
 
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2.12                         the Guarantor is not aware of any material facts or circumstances which have not been disclosed to the Security Agent and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by the Loan Agreement available to the Borrowers; and
 
2.13                         the Guarantor has received a copy of the Loan Agreement and approves of, and agrees to, the terms and conditions of the Loan Agreement.
 
3                                          Guarantee and Indemnity
 
The Guarantor:
 
3.1                                irrevocably and unconditionally guarantees the due and punctual observance and performance by the Borrowers of all their obligations under the Finance Documents including, without limitation, the due and punctual payment of each and every part of the Indebtedness in accordance with the terms of the Finance Documents so that, if any of the Indebtedness is not paid when it is due and payable, whether on maturity or otherwise, the Guarantor will, immediately on demand, make such payment to the Security Agent in the manner specified by the Security Agent, together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment; and
 
3.2                                agrees, as a separate and independent obligation, that, if any of the Indebtedness is not recoverable from the Guarantor under Clause 3.1 for any reason, the Guarantor will be liable as a principal debtor by way of indemnity for the same amount as that for which the Guarantor would have been liable had that Indebtedness been recoverable, and agrees to discharge its liability under this Clause 3.2 by making payment to the Security Agent immediately on demand together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment.
 
4                                          Preservation of Guarantor’s Liability
 
4.1                                This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period.
 
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4.2                                Any Finance Party may without the Guarantor’s consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:
 
4.2.1                      amend, vary, novate, or replace any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.2                      agree with the Borrowers to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or
 
4.2.3                      allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or
 
4.2.4                      renew, vary, release or refrain from enforcing any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.5                      compound with any of the other Security Parties; and/or
 
4.2.6                      enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or
 
4.2.7                      do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity.
 
4.3                                The Guarantor’s Liabilities shall not be affected by:
 
4.3.1                      the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor
 
4.3.2                      any security given or payment made to any Finance Party by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor
 
4.3.3                      any change in the constitution of the Guarantor or of any of the other Security Parties or of any Finance Party or the absorption of or amalgamation by any Finance Party in or with any other entity or the
 
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acquisition of all or any part of the assets or undertaking of any Finance Party by any other entity; nor
 
4.3.4                      the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor
 
4.3.5                      any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide any Finance Party with any security, guarantee or indemnity envisaged by the Loan Agreement; nor
 
4.3.6                      any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor
 
4.3.7                      anything which would, but for this provision, have released or reduced the liability of the Guarantor to any Finance Party.
 
4.4                                Any Finance Party may continue the account(s) of the Borrowers or open one or more new accounts for the Borrowers notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrowers’ accounts with any Finance Party.
 
5                                          Preservation of Finance Parties’ Rights
 
5.1                                This Guarantee and Indemnity is in addition to any other security, guarantee or indemnity now or in the future held by any of the Finance Parties in respect of the Indebtedness, whether from the Borrowers or any of them, the Guarantor or any other person, and shall not merge with, prejudice or be prejudiced by, any such security, guarantee or indemnity or any contractual or legal right of any of the Finance Parties.
 
5.2                                Any release, settlement, discharge or arrangement relating to the Guarantor’s Liabilities shall be conditional on no payment, assurance or security received by any Finance Party in respect of the Indebtedness being avoided or reduced under any law (whether English or foreign) in force from time to time relating to bankruptcy, insolvency or any (in the opinion of the Security Agent) analogous circumstance, and, after any such avoidance or reduction, each Finance Party shall
 
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be entitled to exercise all of its rights, powers, discretions and remedies under or pursuant to this Guarantee and Indemnity and/or any other rights, powers, discretions or remedies which it would otherwise have been entitled to exercise, as if no release, settlement, discharge or arrangement had taken place.
 
5.3                                Following the full payment of the Indebtedness, the Security Agent shall be entitled to retain this Guarantee and Indemnity and any security which it may hold for the Guarantor’s Liabilities until the Security Agent is satisfied in its discretion that no Finance Party will have to make any payment under any law referred to in Clause 5.2.
 
5.4                                Until the expiry of the Facility Period the Guarantor shall not:
 
5.4.1                      be entitled to participate in any sums received by any Finance Party in respect of any of the Indebtedness; nor
 
5.4.2                      be entitled to participate in any security held by any Finance Party in respect of any of the Indebtedness nor stand in the place of, or be subrogated for, any Finance Party in respect of any such security; nor
 
5.4.3                      take any step to enforce any claim against any of the other Security Parties (or their respective estates or effects), nor claim or exercise any right of set-off or counterclaim against any of the other Security Parties, nor make any claim in the bankruptcy or liquidation of any of the other Security Parties, in respect of any sums paid by the Guarantor to any Finance Party or in respect of any sum which includes the proceeds of realisation of any security at any time held by any Finance Party in respect of any of the Guarantor’s Liabilities; nor
 
5.4.4                      take any steps to enforce any other claim which it may have against any of the other Security Parties without the prior written consent of the Security Agent, and then only on such terms and subject to such conditions as the Security Agent may impose.
 
5.5                                Any Finance Party may, subject to the terms and provisions of the Finance Documents, but shall not be obliged to, resort for its own benefit to any other means of payment at any time and in any order it thinks fit without releasing or reducing the Guarantor’s Liabilities.
 
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5.6                                Any Finance Party may enforce this Guarantee and Indemnity either before or after resorting to any other means of payment without entitling the Guarantor to any benefit from or share in any such other means of payment until the expiry of the Facility Period.
 
5.7                                The Guarantor agrees that it is, and will throughout the Facility Period remain, a principal debtor in respect of the Guarantor’s Liabilities.
 
5.8                                No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Guarantee and Indemnity shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Guarantee and Indemnity are cumulative and not exclusive of any rights or remedies provided by law.
 
6                                          Undertakings
 
6.1                                The Guarantor shall pay to the Security Agent on demand on a full indemnity basis all costs and expenses incurred by any Finance Party in or about or incidental to the exercise by it of its rights under this Guarantee and Indemnity, together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment, which interest shall be compounded with the amount demanded at the end of such periods as the Security Agent may reasonably select.
 
6.2                                The Guarantor has not taken, and will not take without the prior written consent of the Security Agent (and then only on such terms and subject to such conditions as the Security Agent may impose), any security from any of the other Security Parties in connection with this Guarantee and Indemnity, and any security taken by the Guarantor notwithstanding this Clause shall be held by the Guarantor in trust for the Finance Parties absolutely as a continuing security for the Guarantor’s Liabilities.
 
6.3                                The Guarantor will observe and perform any and all covenants and undertakings in the Loan Agreement whose observance and performance by the Guarantor the Borrowers have undertaken to procure.
 
6.4                                The Guarantor shall without the consent of the Security Agent be permitted to:
 
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6.4.1                      create or permit to arise any Encumbrance or other third party rights over any of its present or future assets or undertaking;
 
6.4.2                      transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions and whether related or not;
 
6.4.3                      declare or pay any Dividends or make any distribution;
 
6.4.4                      create, incur, assume or suffer to exist any indebtedness; and
 
6.4.5                      directly or indirectly lend money or make available credit or advance funds to any person or purchase or acquire any Equity Interests or make any capital contributions,
 
PROVIDED THAT no Event of Default has occurred and is continuing and the Guarantor is in compliance with its financial covenants contained in Clause 6.8 and the Borrowers are in compliance with all the covenants contained in Clause 12 of the Loan Agreement.
 
The foregoing proviso shall not restrict the Guarantor from allowing any Permitted Encumbrance to arise and such Permitted Encumbrance shall not require the prior written consent of the Security Agent.
 
6.5                                The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, its audited consolidated financial statements for that financial year (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessels), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor (as the case may be), setting out (in reasonable detail) computations as to compliance with Clause 6.8.  Each set of financial statements:
 
6.5.1                      shall be certified by a director of the Guarantor as fairly representing its financial condition as at the date at which those financial statements were drawn up; and
 
6.5.2                       shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original
 
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Financial Statements unless, in relation to any set of financial statements, the Guarantor notifies the Security Agent that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor’s auditors deliver to the Security Agent:
 
(a)                                  a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and
 
(b)                                  sufficient information, in form and substance as may be reasonably required by the Security Agent, to enable the Security Agent to make an accurate comparison between the financial position indicated in those financial statements and that indicated in the Original Financial Statements.
 
6.6                                The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within forty five (45) days after the end of each quarter during each of its financial years, its unaudited quarterly consolidated financial statements for that quarter (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessels), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor (as the case may be), setting out (in reasonable detail) computations as to compliance with Clause 6.8 as at the date as at which those financial statements were drawn up.
 
6.7                                The Guarantor shall supply to the Security Agent:
 
6.7.1                      all documents which could reasonably be expected to have a material effect on the business, assets, financial creditworthiness of the Guarantor or the ability of the Guarantor to perform its obligations under any Finance Document to which it is a party, which are dispatched by the Guarantor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched.  For the avoidance of doubt, this obligation does not include circulars to shareholders of a routine and non-material nature; and
 
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6.7.2                      promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Security Party, and which (a) might, if adversely determined, have a materially adverse effect on the business, assets, financial condition or credit worthiness of that Security Party and (b) exceed the amount of two million Dollars ($2,000,000) in respect of the Guarantor and five hundred thousand Dollars ($500,000) in respect of a Borrower; and
 
6.7.3                      promptly, such further information regarding the financial condition, business and operations of any of the Security Parties as the Security Agent may reasonably request including, without limitation, cash flow analyses, quarterly reports on the financial and operating performance of each Vessel, in form and substance satisfactory to the Security Agent.
 
6.8                                  The Guarantor shall at all times during the Facility Period:-
 
(a)                                  maintain cash and Cash Equivalents (including available but undrawn working capital lines) in an amount of not less than seven hundred and fifty thousand Dollars ($750,000) per Fleet Vessel; and
 
(b)                                  not permit its maximum Leverage to exceed seventy per cent (70%); and
 
(c)                                   not permit its Consolidated Net Worth to be less than the Minimum Consolidated Net Worth,
 
which covenants shall be tested upon receipt of the interim financial statements delivered to the Agent pursuant to Clause 6.6 for a period ending on each Quarter Date.
 
6.9                                       In the event that any member of the Group enters into a loan facility with other lenders or financial institutions on terms and conditions such that any financial covenants analogous to those covenants in Clause 6.8 are, to the Agent’s opinion, on more favourable terms to those lenders or financial institutions, the Guarantor shall provide the same terms and conditions to the Finance Parties on the terms and conditions to be agreed between the Agent (acting on the instructions of the Lenders) and the Guarantor.
 
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6.10                                (a)  The Guarantor will not, and will not permit a Borrower to, amend, modify or change its certificate of incorporation, certificate of formation (including, without limitation, by the filing or modification of any certificate of designation), By-Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents) or any agreement entered into by it with respect to its capital stock or membership interests (or equivalent equity interests), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than the Shareholder Rights Agreement or the Registration Rights Agreement or any amendments, modifications or changes or any such new agreements which are not in any way materially adverse to the interests of the Lenders.
 
(b)  Notwithstanding the foregoing provisions of this Clause 6.10, upon not less than 30 days prior written notice to the Agent and so long as no Default or Event of Default exists and is continuing, a Borrower may, subject to the Agent’s consent (x) change its jurisdiction of organization to another jurisdiction and (y) change its form of organisation to another form, in each case to the extent satisfactory to the Agent, provided that, such Borrower shall promptly take all actions reasonably deemed necessary by the Security Agent to preserve, protect and maintain, without interruption, the security interest and Encumbrance of the Security Agent in any Collateral owned by such Borrower to the satisfaction of the Security Agent, and such Borrower shall have provided to the Agent and the Lenders such opinions of counsel as may be reasonably requested by the Agent to assure itself that the conditions of this proviso have been satisfied.
 
6.11                                (a)  The Guarantor and its Subsidiaries will not engage in any business other than the businesses in which they are engaged in as of the date of the Loan Agreement and activities directly related thereto, and similar or related businesses; (b) the Guarantor will not, and will not permit any of its Subsidiaries to, (i) be engaged in (A) the retailing, wholesaling, trading or importing of goods or services for or with residents of the Republic of the Marshall Islands; (B) any extractive industry in the Republic of Marshall Islands; (C) any regulated professional service activity in the Republic of the Marshall Islands; (D) the export of any commodity or goods manufactured, processed, mined or made in the Republic of the Marshall Islands; or (E) the ownership of real property in the Republic of the Marshall Islands; and (ii) do business in the Republic of the Marshall Islands except that the Guarantor and
 
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their Subsidiaries may (A) have its registered office in the Republic of the Marshall Islands and maintain their respective registered agent in the Republic of the Marshall Islands as required by the provisions of the Associations Law of 1990 of the Republic of the Marshall Islands, as amended; and (B) secure and maintain registry in the Republic of the Marshall Islands solely related to the operation or disposition of any vessel outside of the Republic of the Marshall Islands.
 
7                                          Payments
 
7.1                                All amounts payable by the Guarantor under or pursuant to this Guarantee and Indemnity shall be paid to such accounts at such banks as the Security Agent may from time to time direct to the Guarantor in the relevant currency in same day funds for immediate value.  Payment shall be deemed to have been received on the date on which the Security Agent receives authenticated advice of receipt, unless that advice is received by the Security Agent on a day other than a Business Day or at a time of day (whether on a Business Day or not) when the Security Agent in its discretion considers that it is impossible or impracticable to utilise the amount received for value that same day, in which event the payment in question shall be deemed to have been received on the Business Day next following the date of receipt of advice by the Security Agent.
 
7.2                                All payments to be made by the Guarantor pursuant to this Guarantee and Indemnity shall, subject only to Clause 7.3, be made free and clear of and without deduction for or on account of any taxes or other deductions, withholdings, restrictions, conditions, set-offs or counterclaims of any nature.
 
7.3                                If at any time any law requires (or is interpreted to require) the Guarantor to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Guarantor will promptly notify the Security Agent and, simultaneously with making that payment, will pay whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, each relevant Finance Party receives a net sum equal to the sum which it would have received had no deduction or withholding been made.
 
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7.4                                If at any time the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to this Guarantee and Indemnity, the Guarantor will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Security Agent an original receipt issued by the relevant authority, or other evidence acceptable to the Security Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld.
 
7.5                                If the Guarantor pays any additional amount under Clause 7.3, and a Finance Party subsequently receives a refund or allowance from any tax authority which that Finance Party identifies as being referable to that increased amount so paid by the Guarantor, that Finance Party shall, as soon as reasonably practicable, pay to the Guarantor an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the relevant deduction or withholding not been required to have been made.  Nothing in this Clause 7.5 shall be interpreted as imposing any obligation on any Finance Party to apply for any refund or allowance nor as restricting in any way the manner in which any Finance Party organises its tax affairs, nor as imposing on any Finance Party any obligation to disclose to the Guarantor any information regarding its tax affairs or tax computations.
 
7.6                                Any certificate or statement signed by an authorised signatory of the Security Agent purporting to show the amount of the Indebtedness or of the Guarantor’s Liabilities (or any part of any of them) or any other amount referred to in any of the Finance Documents shall, save for manifest error or on any question of law, be conclusive evidence as against the Guarantor of that amount.
 
8                                          Currency
 
8.1                                The Guarantor’s liability under this Guarantee and Indemnity is to discharge the Indebtedness in the currency in which it is expressed to be payable (the “ Agreed Currency ”).
 
8.2                                If at any time any Finance Party receives (including by way of set-off) any payment by or on behalf of the Guarantor in a currency other than the Agreed Currency, that
 
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payment shall take effect as a payment to that Finance Party of the amount in the Agreed Currency which that Finance Party is able to purchase (after deduction of any relevant costs) with the amount of the payment so received in accordance with its usual practice.
 
8.3                                To the extent that any payment to any Finance Party (whether by the Guarantor or any other person and whether under any judgment or court order or otherwise) in a currency other than the Agreed Currency shall on actual conversion into the Agreed Currency fall short of the relevant amount of the Indebtedness expressed in the Agreed Currency, then the Guarantor as a separate and independent obligation will indemnify that Finance Party against the shortfall.
 
9                                          Set-Off
 
9.1                                The Guarantor irrevocably authorises each Finance Party at any time to set off without notice any sums then due and payable by the Guarantor to that Finance Party under this Guarantee and Indemnity (irrespective of the branch or office, currency or place of payment) against any credit balance from time to time standing on any account of the Guarantor (whether current or otherwise, whether or not subject to notice and whether or not that credit balance is then due to the Guarantor) with any branch of that Finance Party in or towards satisfaction of the Guarantor’s Liabilities and, in the name of that Finance Party or the Guarantor, to do all acts (including, without limitation, purchasing or converting or exchanging any currency) which may be required to effect such set-off.
 
9.2                                Despite any term to the contrary in relation to any deposit or credit balance at any time on any account of the Guarantor with any Finance Party, no such deposit or credit balance shall be repayable or capable of being assigned, mortgaged, charged or otherwise disposed of or dealt with by the Guarantor until the Guarantor’s Liabilities have been discharged in full, but each Finance Party may from time to time permit the withdrawal of all or any part of any such deposit or balance without affecting the continued application of this Clause.
 
10                                   Application of Moneys
 
10.1                         All sums which any Finance Party (other than the Security Agent) receives (including by way of set-off) under or in connection with this Guarantee and
 
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Indemnity, otherwise than by payment from the Security Agent, shall be paid to the Security Agent immediately on receipt, and that payment to the Security Agent shall be deemed to have been made by the Guarantor rather than by the receiving Finance Party.
 
10.2                         All sums which the Security Agent receives under or in connection with this Guarantee and Indemnity shall, unless otherwise agreed by the Security Agent or otherwise provided in the Loan Agreement, be applied by the Security Agent in or towards satisfaction of, or retention on account for, the Guarantor’s Liabilities in such manner as the Security Agent may in its discretion determine.
 
10.3                         The Security Agent may place any money received by it under or in connection with this Guarantee and Indemnity to the credit of a suspense account on such terms and subject to such conditions as the Security Agent may in its discretion determine for so long as the Security Agent thinks fit without any obligation in the meantime to apply that money in or towards discharge of the Indebtedness, and, despite such payment, the Security Agent may claim against any of the other Security Parties or prove in the bankruptcy, liquidation or insolvency of any of the other Security Parties for the whole of the Indebtedness at the date of the Security Agent’s demand for payment pursuant to this Guarantee and Indemnity, together with all interest, commission, charges and expenses accruing subsequently.
 
11                                   Partial Invalidity
 
If, at any time, any provision of this Guarantee and Indemnity is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
12                                   Further Assurance
 
The Guarantor agrees that from time to time on the written request of the Security Agent it will immediately execute and deliver to the Security Agent all further documents which the Security Agent may require for the purpose of perfecting or protecting the security intended to be created by this Guarantee and Indemnity.
 
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13                                   Miscellaneous
 
13.1                         All the covenants and agreements of the Guarantor in this Guarantee and Indemnity shall bind the Guarantor and its successors and permitted assignees and shall inure to the benefit of the Finance Parties and their respective successors, transferees and assignees.
 
13.2                         The representations and warranties on the part of the Guarantor contained in this Guarantee and Indemnity shall survive the execution of this Guarantee and Indemnity.
 
13.3                         No variation or amendment of this Guarantee and Indemnity shall be valid unless in writing and signed on behalf of the Guarantor and the Security Agent.
 
13.4                         Other than the Finance Parties, a person who is not a party to this Guarantee and Indemnity has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee and Indemnity.
 
14                                   Notices
 
The provisions of clause 18 of the Loan Agreement shall apply (mutatis mutandis) to this Guarantee and Indemnity as if it were set out in full with references to this Guarantee and Indemnity substituted for references to the Loan Agreement and with references to the Guarantor substituted for references to the Borrowers.
 
15                                   Law and Jurisdiction
 
15.1                         This Guarantee and Indemnity and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.
 
15.2                         For the exclusive benefit of the Security Agent, the Guarantor irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute (a) arising from or in connection with this Guarantee and Indemnity or (b) relating to any non-contractual obligations arising from or in connection with this Guarantee and Indemnity and that any proceedings may be brought in those courts.
 
15.3                         Nothing contained in this Clause shall limit the right of the Security Agent to commence any proceedings against the Guarantor in any other court of competent
 
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jurisdiction nor shall the commencement of any proceedings against the Guarantor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
 
15.4                         The Guarantor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
 
15.5                         Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:
 
15.5.1               irrevocably appoints WFW Legal Services Limited present of 15 Appold Street, London EC2A 2HB, England as its agent for service of process in relation to any proceedings before the English courts; and
 
15.5.2               agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concerned.
 
IN WITNESS  of which this Guarantee and Indemnity has been duly executed and delivered as a deed the day and year first before written.

SIGNED and DELIVERED	)	
as a DEED	)	
by GENCO SHIPPING & TRADING LIMITED	)	
acting by Apostolos Zafolias	)	/s/ Apostolos Zafolias	
its duly authorised President /	)	
Chief Financial Officer / Secretary / Treasurer	)	
in the presence of:	)	

Witness signature:	/s/ Nathan C. Gaudio	 	
Name: Nathan C. Gaudio	 	
Address: 46 Trinity Place	 	
New York, NY 10006	 	

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Exhibit 10.14

AMENDMENT NO. 1
 
TO
 
UP TO $148,000,000 SENIOR SECURED CREDIT AGREEMENT
 
Dated as of December 31, 2014,
 
among
 
BALTIC TRADING LIMITED
as Borrower,
 
AND
 
THE VARIOUS LENDERS LISTED ON SCHEDULE I THERETO,
as Lenders,
 
AND
 
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Administrative Agent and as Security Agent
 
AND
 
NORDEA BANK FINLAND PLC, NEW YORK BRANCH and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as Mandated Lead Arrangers
 
AND
 
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Bookrunner

Dated as of July 14, 2015

 
AMENDMENT NO. 1 TO SENIOR SECURED CREDIT AGREEMENT
 
THIS AMENDMENT NO. 1 TO SENIOR SECURED CREDIT AGREEMENT (this “ Amendment ”) is dated as of July 14, 2015, by and among (1) BALTIC TRADING LIMITED, a company incorporated under the laws of the Republic of the Marshall Islands (the “ Borrower ”), (2) the Lenders party hereto from time to time (the “ Lenders ”), (3) NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“ Nordea ”) and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Mandated Lead Arrangers (the “ Lead Arrangers ”),(4) NORDEA, as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Security Agent under the Security Documents (in such capacity, the “ Security Agent ”), and (5) NORDEA, as bookrunner (the “ Bookrunner ”), and amends and is supplemental to the Senior Secured Credit Agreement, dated as of December 31, 2014, entered into by and among the Borrower, the Lenders, the Lead Arrangers, the Administrative Agent, the Security Agent and the Bookrunner (the “ Original Agreement ” and as further amended hereby, the “ Credit Agreement ”).
 
W I T N E S S E T H  T H A T:
 
WHEREAS, the Borrower has entered into an Agreement and Plan of Merger (the “ Genco Merger Agreement ”) with Genco Shipping & Trading Limited (“ Genco ”) and Poseidon Merger Sub Limited (“ Merger Sub ”), dated as of April 7, 2015 pursuant to which Merger Sub will be merged with and into the Borrower, with the Borrower being the surviving entity and Genco will be the sole shareholder of the Borrower as so merged (the “ Genco Merger ”);
 
WHEREAS, the Borrower is seeking the Lenders’ consent to waive application of certain of the covenants in the Original Agreement and to agree to certain other modifications under the Original Agreement;
 
WHEREAS, upon the consummation of the Genco Merger, Genco shall guarantee the obligations under the Credit Documents as a parent guarantor via the Parent Guaranty (as defined herein);
 
WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to consent to the waiver request and to the amendments to the Original Agreement as provided for herein;
 
NOW, THEREFORE, in consideration of the premises and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, it is hereby agreed as follows:
 
1.     Definitions .  Unless otherwise defined herein, words and expressions defined in the Original Agreement have the same meanings when used herein.
 
2.     Representations and Warranties .  The Borrower hereby represents and warrants that as of the date hereof, each and every representation and warranty made in the Original Agreement and the Note (updated mutatis mutandis) are true and correct in all material respects (it being understood and agreed that any such representation or warranty which by its terms is made as of a specified date, or is only applicable as of the Initial Borrowing Date, shall; be required to be true and correct in all material respects only as of such specified date).
 
3.     No Defaults .  The Borrower hereby represents and warrants that as of the date hereof, after giving effect to this Amendment, there exists no Event of Default or any condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

 
4.     Performance of Covenants .  Each of the Borrower and the other Obligors hereby reaffirms that it has duly performed and observed the covenants and undertakings set forth in the Original Agreement, the Note and the Security Documents on its part to be performed, and covenants and undertakes to continue duly to perform and observe such covenants and undertakings, other than, in each case, as waived hereby, so long as the Credit Agreement, as may be amended or supplemented from time to time, shall remain in effect.
 
5.     Waiver/Consent .  Subject to the satisfaction by the Borrower and/or Genco of all of the requirements set forth in this Amendment (including the conditions precedent set forth in Section 8) and each Obligor’s continued compliance with the provisions contained in the Credit Agreement and the other Credit Documents, the Lenders hereby consent to the Genco Merger and waive any breach of Sections 7.20, 8.08(b), 8.12 (to the extent resulting solely from the termination of the Management Agreement) and 9.19 of the Original Agreement as may be necessary to give full effect to the waiver and consent set forth in this Section 5.
 
6.     Amendments to the Original Agreement .  Subject to the terms and conditions of this Amendment, the Original Agreement is hereby amended and supplemented as follows:
 
(a)                                  All references to “this Agreement” shall be deemed to refer to the Original Agreement, as amended hereby;
 
(b)                                  Section 1 of the Original Agreement is hereby amended by amending and restating the following definitions:
 
“ Change of Control ” shall mean:
 
(a)           if the Borrower ceases to own directly or indirectly, 100% of the capital stock or other equity interest in any Subsidiary Guarantor other than subsequent to the sale of the Collateral Vessel owned by such Subsidiary Guarantor and the prepayment of the Loan or reduction of the Revolving Loan Facility required hereby; and/or
 
(b)           Prior to the consummation of the Genco Merger, (i) if any person, or group of persons, acting in concert, other than one or more of the Permitted Holders, shall at any time become the owner, directly or indirectly, beneficially or of record, of shares representing more than 30% of the outstanding voting or economic equity interest of the Borrower or control the appointment of members of the board of directors of the Borrower, unless the new shareholder(s) is/are acceptable to the Lenders, or (ii) if the Permitted Holders, collectively, cease to be the owner, directly or indirectly, beneficially or of record, of shares representing more than 30% of the outstanding voting interests of the Borrower;
 
(c)           following the consummation of the Genco Merger, Genco ceases to own, directly or indirectly, 100% of the capital stock or other equity interest in the Borrower; and/or
 
(d)           following the consummation of the Genco Merger, in respect of Genco:
 
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(i) the sale, lease or transfer of all or substantially all of Genco’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act),
 
(ii) the liquidation or dissolution of Genco,
 
(iii) any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than one or more of the Permitted Holders, shall at any time become the owner, directly or indirectly, beneficially or of record, of shares representing more than 30% of the outstanding voting or economic equity interests of Genco or control the appointment of members of the board of directors of Genco, unless the new shareholder(s) is/are acceptable to the Lenders, or
 
(iv) the replacement of a majority of the directors on the board of directors of Genco over a two-year period from the directors who constituted the board of directors of Genco at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the board of directors of Genco then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(v) a “change of control” or similar event shall occur as provided in any outstanding Financial Indebtedness of Genco (or the documentation governing the same).
 
“ Consolidated Tangible Net Worth ” shall mean (i) the Net Worth of the Borrower and each of its Subsidiaries or (ii) following the consummation of the Genco Merger, the Net Worth of Genco and each of its Subsidiaries, in each case, determined on a consolidated basis in accordance with GAAP after appropriate deduction for any minority interest in Subsidiaries.
 
“ Guaranty ” shall mean, collectively, the guaranty substantially in the form of Exhibit C hereto to be executed by each Subsidiary Guarantor and following the consummation of the Genco Merger, the Parent Guaranty.
 
“ Material Adverse Effect ” shall mean any event, change or condition that, individually or taken as a whole has had or could reasonably be expected to have a material adverse effect (v) on the rights or remedies of the Lender Creditors, (w) on the ability of the Borrower or any Subsidiary Guarantor, or the Borrower and its Subsidiaries taken as a whole (or, following the consummation of the Genco Merger, on the ability of Genco, the Borrower or any Subsidiary Guarantor, or Genco and its Subsidiaries taken as a whole, to perform its or their obligations to the Lender Creditors), (x) with respect to the Transaction or (y) on the property, assets, operations, liabilities, condition (financial or otherwise), or prospects of the Borrower or any Subsidiary Guarantor, or the Borrower and its Subsidiaries taken as a whole (or, following the consummation of the Genco Merger, of Genco, the Borrower or any Subsidiary Guarantor, or Genco and its Subsidiaries taken as a whole).
 
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“ Obligors ” shall mean the Borrower, each Subsidiary Guarantor and following the consummation of the Genco Merger, Genco and “Obligor” shall mean any one of them.
 
“ Permitted Holders ” shall mean (a) prior to the consummation of the Genco Merger, Genco or (b) following the consummation of the Genco Merger, (i) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest), (ii) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (iii) any person or group (as such term is used in Section 13(d) of the Exchange Act) who at the time of the consummation of the Genco Merger owns, directly or indirectly, beneficially or of record, shares representing more than thirty percent of the voting or economic equity interests of Genco, any affiliate of any person, and any member of such group or affiliate of such member.
 
(c)                                   Section 1 of the Original Agreement is hereby amended by adding the following definitions in the correct alphabetical order:
 
“ Amendment No. 1 ” shall mean the Amendment No. 1 to Senior Secured Credit Agreement, dated as of July 14, 2015.
 
“ Amendment No. 1 Effective Date ” shall mean the date upon which the conditions precedent under the Amendment No. 1 shall have been satisfied or duly waived.
 
“ Genco Existing ABN Amro Credit Agreement ” shall mean that certain secured loan agreement, dated April 7, 2015, among Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited, Genco Warrior Limited, each as original borrower, Genco as guarantor, certain banks and financial institutions party thereto as lenders from time to time, ABN Amro Capital USA LLC as agent and security trustee (as such document is amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date).
 
“ Genco Existing Credit Agreements ” shall mean the Genco Existing DB Credit Agreement, the Genco Existing Credit Agricole Credit Agreement, the Genco Existing ABN Amro Credit Agreement and the Genco Existing DVB Credit Agreement.
 
“ Genco Existing DB Credit Agreement ” shall mean that certain $253,000,000 secured loan agreement, dated August 20, 2010, among Genco, as borrower, certain guarantors party thereto, certain banks and financial institutions party thereto as lenders from time to time, Deutsche Bank Luxembourg S.A. as agent and Deutsche Bank AG Filiale Deutschlandgeschaft as security trustee (as such document is amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date).
 
“ Genco Existing DVB Credit Agreement ” shall mean that certain $44,000,000 secured loan agreement, dated December 3, 2013, among Baltic Tiger Limited, Baltic Lion Limited, each as borrower, Genco as guarantor and DVB Bank SE, as
 
4 

 
lender, agent and security agent (as such document is amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date).
 
“ Genco Existing Credit Agricole Credit Agreement ” shall mean shall mean that certain amended and restated loan agreement in a total amount of up to $100,000,000, dated July 9, 2014, among Genco, as borrower, certain guarantors party thereto, certain banks and financial institutions party thereto as lenders from time to time, Credit Agricole Corporate and Investment Bank as agent and security trustee (as such document is amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date).
 
“ Genco Merger ” shall have the meaning provided in the Amendment No. 1.
 
“ Parent Guaranty ” shall have the meaning provided in the Amendment No. 1.
 
(d)                                  Section 4.02(f) of the Original Agreement is hereby amended by replacing the phrase “60 days” with the phrase “30 days”.
 
(e)                                   Section 6.14 of the Original Agreement is hereby amended by adding the phrase “and following the consummation of the Genco Merger, Genco” after the word “Subsidiaries”.
 
(f)                                    Sections 7.01(a) of the Original Agreement is hereby amended by amending and restating such Section as follows:
 
Quarterly Financial Statements .  (i) Commencing with the quarter ending December 31, 2014, within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of income and cash flows, in each case for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and in each case, setting forth comparative figures for the related periods in the prior fiscal year, all of which shall be certified by an Authorized Officer of the Borrower, subject to normal year-end audit adjustments, or (ii) following the consummation of the Genco Merger, within 45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q if Genco is required to file such a Quarterly Report) after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations and cash flows showing the financial position of Genco and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a senior financial officer of Genco on behalf of Genco as fairly presenting, in all material respects, the financial position and results of operations of Genco and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes).
 
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(g)                                   Section 7.01(b) of the Original Agreement is hereby amended by amending and restating such Section as follows:
 
Annual Financial Statements .  (i) Within 90 days after the close of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by Deloitte and Touche LLP or other independent certified public accountants of recognized national standing (including shipping sector specialists) reasonably acceptable to the Administrative Agent, together with a report of such accounting firm stating that in the ordinary course of its regular audit of the financial statements of the Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default pursuant to Section 8.07, which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, or (ii) following the consummation of the Genco Merger, within 90 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K if the Borrower is required to file such an Annual Report) after the end of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of Genco and its Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such fiscal year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of Genco and its Subsidiaries on a consolidated basis in accordance with GAAP.
 
(h)                                  Section 7.01(e) of the Original Agreement is hereby amended by inserting the phrase “(or, following the consummation of the Genco Merger, Genco)” after the phrase “the Borrower” in each occurrence thereof.
 
(i)                                      Section 7.20 of the Original Agreement is hereby amended by amending and restating such Section as follows:
 
The Borrower (or following the date that Genco effects its listing as required by the Amendment No. 1, Genco) shall maintain its listing on the New York Stock Exchange or such other reputable international stock exchange approved by the Administrative Agent (acting on the instructions of the Required Lenders) in writing, such approval not to be unreasonably withheld or delayed.
 
(j)                                     Section 8.02 of the Original Agreement is hereby amended by deleting the word “and” at the end of clause (f) therein, replacing the period at the end of clause (g) with the phrase “; and”, and adding a new clause (h) thereto to read as follows:
 
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following the consummation of the Genco Merger, the Borrower may transfer its ownership interests in any of the Subsidiary Guarantors to Genco, so long as (i) no Default or Event of Default has occurred and is continuing and (ii) all actions and documentation necessary or desirable to protect, preserve and maintain the guaranty obligations of the relevant Subsidiary Guarantor and the security interest and Lien of the Security Agent (and the priority thereof) in the Collateral so transferred to Genco are taken to the satisfaction of the Administrative Agent in its sole discretion (acting at the instruction of the Required Lenders).
 
(k)                                  Section 8.03 of the Original Agreement is hereby amended by amending and restating such Section as follows:
 
The Borrower (or following the consummation of the Genco Merger, Genco and the Borrower) will not, and will not permit any of the Subsidiary Guarantors to, authorize, declare or, pay any Dividends, except that:
 
(a)           any Subsidiary Guarantor may pay Dividends to the Borrower and following the consummation of the Genco Merger, the Borrower may pay Dividends to Genco;
 
(b)           the Borrower (or following the consummation of the Genco Merger, Genco) may make, pay or declare cash Dividends; provided that, for all Dividends paid pursuant to this clause (b), (A) Dividends shall be paid within 90 days of the declaration thereof; (B) Dividends paid in respect of a fiscal quarter shall only be paid after the date of delivery of quarterly or annual financial statements for such fiscal quarter pursuant to Sections 7.01(a) and (b), as the case may be, and on or prior to 45 days after the last day of the immediately succeeding fiscal quarter, (C) no Default or Event of Default shall have occurred and be continuing at the time of declaration, (D) no Default or Event of Default shall have occurred and be continuing (or would arise after giving effect thereto) at the time of payment, and (E) on or prior to the declaration and payment of a Dividend, the Borrower (or following the consummation of the Genco Merger, Genco) shall deliver to the Administrative Agent an officer’s certificate signed by the senior financial officer of the Borrower (or following the consummation of the Genco Merger, Genco), certifying that the requirements set forth in preceding clauses (A) through (D) are satisfied;
 
(c)           the Borrower (or following the consummation of the Genco Merger, Genco) may purchase or redeem shares of common stock of the Borrower (or following the consummation of the Genco Merger, Genco) in market purchases under Rule 10b-18 or other purchases approved by the Borrower’s board of directors (or following the consummation of the Genco Merger, Genco’s), any committee thereof or any authorized officer; provided that (A) no Default or Event of Default shall have occurred and be continuing at the time of any such purchases, (B) no Default or Event of Default shall arise after giving effect to any such purchases and (C) the Borrower (or following the consummation of the Genco Merger, Genco) in the exercise of its rights under this Section 8.03(c) shall not be permitted to purchase or redeem shares beneficially owned directly or indirectly by Peter Georgiopoulos; and
 
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(d)           the Borrower (or following the consummation of the Genco Merger, Genco) may authorize, declare and distribute a dividend of Rights (as such term is defined and which are convertible into other securities as set forth in the Shareholder Rights Agreement or, with respect to Genco, a shareholder rights agreement substantially similar to that shareholder rights agreement entered into as of April 11, 2007 and made between Genco and Mellon Investor Services LLC, as rights agent (the “ Genco Shareholder Rights Agreement ”)) as contemplated by the Shareholder Rights Agreement or the Genco Shareholder Rights Agreement, as applicable.
 
(l)                                      Section 8.07(a) of the Original Agreement is hereby amended and restated in its entirety as follows:
 
Minimum Liquidity .  The Borrower will not permit (A) prior to the consummation of the Genco Merger, the aggregate of all cash and Cash Equivalents held by the Borrower and its Subsidiaries and undrawn amounts available to the Borrower under the Revolving Loan Facility to be less than the product of US$750,000 multiplied by the number of vessels owned by the Borrower or any of its Subsidiaries at such time; provided that , an amount equal to US$500,000 multiplied by the number of Collateral Vessels shall at all times be (i) held with the Administrative Agent, (ii) undrawn under the Revolving Loan Facility or (iii) a combination of (i) and (ii) (the “ Minimum Liquidity ”) and (B) following the consummation of the Genco Merger, the aggregate of all cash and Cash Equivalents held by Genco and its Subsidiaries and undrawn amounts available to Genco and its Subsidiaries under undrawn working capital lines with an availability period of more than 6 months to be less than the product of US$750,000 multiplied by the number of vessels owned by Genco or any of its Subsidiaries at such time; provided , that an amount equal to US$750,000 multiplied by the number of Collateral Vessels shall at all times be (i) held with the Administrative Agent, (ii) undrawn under such working capital lines or (iii) a combination of (i) and (ii).
 
(m)                              Section 8.07(b) of the Original Agreement is hereby amended and restated in its entirety as follows:
 
Minimum Consolidated Net Worth .  (A) Prior to the consummation of the Genco Merger, the Borrower will not permit Consolidated Tangible Net Worth on the last day of any Test Period (beginning with the Test Period ending June 30, 2015) to be less than (a) US$270,150,000, plus (b) fifty per cent (50%) of the value of any primary offering of the Borrower occurring on or after March 31, 2015 and (B) following the consummation of the Genco Merger, Genco shall not, and the Borrower will procure that Genco shall not, permit Consolidated Tangible Net Worth on the last day of any Test Period to be less than (a) US$786,360,204 plus (b) fifty per cent (50%) of the value of any primary equity offerings of Genco completed after March 31, 2015.
 
(n)                                  Section 8.07(c) of the Original Agreement is hereby amended and restated in its entirety as follows:
 
Maximum Leverage Ratio .  As of the last day of each fiscal quarter, the Borrower (or following the consummation of the Genco Merger, Genco) will
 
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maintain a ratio of Financial Indebtedness (excluding available but undrawn working capital lines) to Value Adjusted Total Assets of not greater than 0.70 to 1:00 from and including June 30, 2015 and at all times thereafter measured as of the last day of each fiscal quarter.
 
(o)                                  Section 8.07(d) of the Original Agreement is hereby amended and restated in its entirety as follows:
 
Collateral Maintenance .  The Borrower will not permit the sum of (i) the Aggregate Appraised Value of the Collateral Vessels which have not been sold, transferred, lost or otherwise disposed of (it being understood that permitted chartering arrangements do not constitute disposals for this purpose) and (ii) any Additional Collateral (subparagraphs (i) and (ii) hereof, hereinafter referred to as, the “ Collateral Maintenance Ratio ”) (A) for the period, through and including the period ending December 31, 2015, to fall below an amount that is equal to 130% of the aggregate outstanding principal amount of the Loans ( provided that upon the making of any advance under a Term Loan, the Collateral Maintenance Ratio shall not be permitted to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans); and (B) thereafter to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans; provided , further , that any non-compliance with this Section 8.07(d) shall not constitute an Event of Default, so long as within 60 days of the occurrence of such non-compliance, the Borrower shall either (x) post Additional Collateral (and shall during such period, and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being agreed that (A) the “GENCO PIONEER” and the “GENCO PROGRESS” are hereby deemed satisfactory to the Required Lenders) and (B) in respect of any Fleet Vessel owned by Genco as of the Amendment No.1 Effective Date, if such Fleet Vessel is, at the time of its posting as Additional Collateral, (i) younger than 16 years in age, it shall be deemed satisfactory to the Required Lenders and (ii) 16 years or older in age, it shall be Additional Collateral only with the consent of the Administrative Agent acting at the instruction of the Required Lenders, such consent and instruction not to be unreasonably withheld), (y) prepay Loans in an amount sufficient to cure such non-compliance or (z) permanently reduce the Total Commitment;
 
(p)                                  A new Section 8.07(f) is hereby inserted into the Original Agreement as follows:
 
Following the consummation of the Genco Merger, for the avoidance of doubt, each of the financial covenants set forth in Sections 8.07(a) through (c) (and related financial definitions) shall be measured on a consolidated basis with respect to Genco and its Subsidiaries.
 
(q)                                  A new Section 8.11(c) is hereby inserted into the Original Agreement as follows:
 
Genco shall not without the prior written consent of the Administrative Agent make any substantial change to the general nature of its business from that carried on as of the date of the consummation of the Genco Merger.
 
(r)                                     A new Section 8.18 is hereby inserted into the Original Agreement as follows:
 
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Application of Covenants and Events of Default after the Genco Merger .  Following the consummation of the Genco Merger, each of the covenants and events of default in the following Sections of this Agreement (and related definitions), in each case, giving effect to the baskets, carve-outs and other exceptions thereto, shall apply to Genco mutatis mutandis as if the phrase “the Borrower” or the word “Obligor” were replaced with the word “Genco” in such Sections and definitions, as the context may reasonably require; provided , that the same shall not apply to any Subsidiary of Genco (with the exception of Sections 9.05, 9.09 and 9.17), except to the extent (i) such Subsidiary is the Borrower or a Subsidiary of the Borrower and (ii) the baskets, carve-outs and other exceptions otherwise apply to “Subsidiaries”, as the context may reasonably require:
 
(i)  Affirmative Covenants :  Sections 7.01(c), (f), (g), (h), (i) and (j), 7.02 through 7.11, 7.19 and 7.21;
 
(ii)  Negative Covenants :  Sections 8.01, 8.02, 8.05, 8.06, 8.08(a), 8.16 and 8.17; and
 
(iii)  Events of Default :  Sections 9.02, 9.03, 9.05, 9.06, 9.08, 9.09, 9.13, 9.14, 9.16 through 9.19.
 
(s)                                    Section 9.04 of the Original Agreement is hereby amended by amending and restating such Section as follows:
 
Default Under Other Agreements .  (i)  The Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the original period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by (x) a regularly scheduled required prepayment or (y) in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $5,000,000; or (iv) following the consummation of the Genco Merger, Genco shall default in the observance or performance of any agreement or condition contained in any of the Genco Existing Credit Agreements (as such document exists as of the Amendment No. 1
 
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Effective Date subject to any modifications made in accordance with the terms of this Agreement), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of Financial Indebtedness under any such Genco Existing Credit Agreements (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity;
 
7.     No Other Amendment .  All other terms and conditions of the Original Agreement shall remain in full force and effect and the Original Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.
 
8.     Conditions Precedent to the Effectiveness of this Amendment .  The effectiveness of this Amendment shall be expressly subject to the following conditions precedent, unless otherwise waived by the Administrative Agent (acting at the instruction of the Required Lenders):
 
(a)                                  This Amendment .  The Borrower shall have duly executed and delivered this Amendment to the Administrative Agent.
 
(b)                                  Corporate Authority .  The Administrative Agent shall have received the following documents in form and substance satisfactory to the Administrative Agent and its legal advisers:

 	i.	copies, certified as true and complete by an officer of the Borrower, of the resolutions of its board of directors evidencing approval the transactions contemplated hereby and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf;	
 	 	 	
 	ii.	certificate of the jurisdiction of incorporation of each Obligor as to the good standing thereof; and	
 	 	 	
 	iii.	confirmation that the Organizational Documents of each Obligor have not changed since the Closing Date.	
 
(c)           Collateral Maintenance Covenant .  The Borrower shall provide copies of the current drafts of the amendments effecting changes to the collateral maintenance covenant relating to the other credit facilities of the Borrower or any of its Subsidiaries.
 
(d)           Genco Existing Credit Agreements .  The Borrower shall provide copies, certified as true and complete by an officer of the Borrower, of the Genco Existing Credit Agreements.
 
(e)           Officer’s Certificate .  The Borrower shall provide to the Administrative Agent an officer’s certificate certifying as to the matters set forth in Sections 2 and 3 of this Amendment.
 
(f)            Legal Opinions .  The Administrative Agent shall have received such legal opinions as it shall reasonably require.
 
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(g)           Interest, Fees and Expenses Paid .  The Administrative Agent shall have received payment in full of all interest, fees and expenses (including reasonable legal fees) due under or in connection to the Original Agreement and this Amendment, including pursuant to that certain letter agreement, dated as of the date hereof, between the Borrower and the Administrative Agent.
 
9.     Covenants Relating to the Genco Merger .  (a) Upon the consummation of the Genco Merger, Genco shall:
 
(i) within three (3) Business Days thereof, deliver to the Administrative Agent an officer’s certificate certifying that the Genco Merger has been consummated in accordance with the terms of the Genco Merger Agreement, together with copies, certified as true and complete by an authorized officer of the Borrower, of the final documentation in respect of the Genco Merger and any other evidence that the Administrative Agent may require in its sole discretion in connection therewith,
 
(ii) within three (3) Business Days thereof, confirm, by way of a legal opinion, that the consummation of the Genco Merger does not conflict with the terms of any of the Genco Existing Credit Agreement (together with copies, certified as true and complete by an officer of the Borrower, of any amendments or waivers obtained in respect of any Genco Existing Credit Agreement to effect the Genco Merger, if any),
 
(iii) within 15 Business Days thereof (such time period to be extended in the sole discretion of the Administrative Agent (acting on the instructions of the Required Lenders)), Genco shall effect and maintain a listing on the New York Stock Exchange or such other reputable international stock exchange approved by the Administrative Agent (acting on the instructions of the Required Lenders) in writing, such approval not to be unreasonably withheld or delayed,
 
(iv) enter into a guaranty (the “ Parent Guaranty ”) in substantially the form attached hereto as Exhibit A , and
 
(v) within three (3) Business Days thereof, provide such other documents to be reasonably required by the Administrative Agent in connection with such Parent Guaranty (including those documents set forth in Sections 5.01(b), (c), (e), (g) and (h) of the Original Agreement and a customary legal opinion in form and substance reasonably satisfactory to the Administrative Agent).
 
(b)  The failure by Genco or the Borrower to comply with the requirements set forth in this Section 9 shall constitute an Event of Default.
 
10.  Collateral Maintenance Covenant .  The Borrower shall (i) within 3 Business Days after the Amendment No. 1 Effective Date (such time period to be extended in the reasonable discretion of the Administrative Agent (acting on the instructions of the Required Lenders)), consummate the amendments to its other credit facilities substantially upon the terms reflected in the drafts of such amendments provided to the Administrative Agent pursuant to Section 8(c) of this Amendment (and without any changes that are materially adverse to the interests of the Lenders) and (ii) promptly provide signed copies of such amendments, certified as true and complete by an authorized officer of the Borrower.
 
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11.  Other Documents .  By the execution and delivery of this Amendment, the Borrower on behalf of itself and each other Obligor and the Lenders hereby consent and agree that all references in the Note and the Security Documents to the Original Agreement shall be deemed to refer to the Original Agreement as amended by this Amendment.  By the execution and delivery of this Amendment, each of the parties hereby consents and agrees that each of the Note and any other documents that has been executed in connection with the Original Agreement and each of the parties obligations under the Original Agreement shall remain in full force and effect notwithstanding the amendments contemplated hereby.
 
12.  Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.
 
13.  Counterparts .  This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original but all such counterparts shall constitute but one and the same agreement.
 
14.  Headings; Amendment .  In this Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Amendment.  This Amendment cannot be amended other than by written agreement signed by the parties hereto.
 
[Signature Page Follows]
 
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IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment by its duly authorized representative on the day and year first above written.

 	BALTIC TRADING LIMITED, as the Borrower	

 	By:	/s/John Wobensmith	
 	Name:	John Wobensmith	
 	Title:	
 	 	
 	BALTIC BEAR LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC BREEZE LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC COUGAR LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC COVE LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC JAGUAR LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC LEOPARD LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	

 

 	BALTIC PANTHER LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC WIND LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	
 	 	
 	BALTIC WOLF LIMITED, as Subsidiary Guarantor	
 	 	
 	By:	/s/Apostolos Zafolias	
 	Name:	Apostolos Zafolias	
 	Title:	

 

 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH	
 	as Administrative, Security Agent and Lender	
 	 	
 	By:	/s/ Erik Havnik	
 	 	Name:	Erik Havnik	
 	 	Title:	Vice President	

 	 	By:	/s/ Gustaf Stael von Holstein	
 	 	Name:	Gustaf Stael von Holstein	
 	 	Title:	Head of Risk Management	

 	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),	
 	as Mandated Lead Arranger and as Lender	

 	 	By:	/s/ Ame Juell-Skielse	/s/ Henrik Herodes	
 	 	Name:	Ame Juell-Skielse	Henrik Herodes	
 	 	Title:	

Exhibit 10.15
 
GUARANTY
 
THIS GUARANTY, dated as of July 17, 2015 (as amended, modified, restated and/or supplemented from time to time, this “ Guaranty ”), is made by Genco Shipping & Trading Limited (the “ Guarantor ” or “ Genco ”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
 
W   I   T   N   E   S   S   E   T   H  :
 
WHEREAS, Baltic Trading Limited (the “ Borrower ”), the lenders from time to time party thereto (the “ Lenders ”), Nordea Bank Finland plc, New York Branch, as Administrative Agent (in such capacity, together with any successor Administrative Agent, the “ Administrative Agent ”), and as Security Agent (in such capacity, together with any successor Security Agent, the “ Security Agent ”) have entered into a Senior Secured Credit Agreement, dated as of December 31, 2014 (as amended, modified, restated and/or supplemented from time to time, including by the Amendment No. 1 dated July 14, 2015, the “ Credit Agreement ”), providing for the making of Loans to the Borrower as contemplated therein (the Lenders, the Security Agent and the Administrative Agent are herein called the “ Lender Creditors ”);
 
WHEREAS, the Borrower may at any time and from time to time enter into, or guaranty the obligations of one or more Subsidiary Guarantors or any of their respective Subsidiaries under, one or more Hedging Agreements with respect to the Borrower’s obligations under the Credit Agreement with respect to the outstanding Loans and/or Commitment from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “ Other Creditors ” and, together with the Lender Creditors, the “ Secured Creditors ”);
 
WHEREAS, as of the date hereof, the Guarantor has consummated the Genco Merger (as such term is defined in the Amendment No. 1), whereby the Borrower has become a direct wholly-owned Subsidiary of the Guarantor;
 
WHEREAS, it is a condition under the Amendment No. 1 that the Guarantor shall have executed and delivered this Guaranty to induce the Lenders to consent to the Genco Merger and to effect certain changes to the Credit Agreement; and
 
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby makes the following representations and warranties to the Secured Creditors and hereby covenants and agrees with each Secured Creditor as follows:
 
1.               In this Guaranty,
 
(a)                                  “ ERISA Affiliate ” means any trade or business (whether or not incorporated) which together with the Guarantor or a Subsidiary of the Guarantor would be

 
deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.
 
(b)                                  “ Foreign Pension Plan ” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Guarantor or any one or more of its Subsidiaries primarily for the benefit of employees of the Guarantor or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, and which plan would be covered by Title IV of ERISA but which is not subject to ERISA by reason of Section 4(b)(4) of ERISA.
 
(c)                                   “ Multiemployer Plan ” means an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) which is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and which is currently contributed to by (or to which there is a current obligation to contribute of) the Guarantor or a Subsidiary of the Guarantor or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code), and any such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to which the Guarantor or a Subsidiary of the Guarantor or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code) contributed to or had an obligation to contribute to such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) during the preceding five-year period.
 
(d)                                  “ Plan ” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA, which is currently maintained or contributed to by (or to which there is a current obligation to contribute of) the Guarantor or a Subsidiary of the Guarantor or any ERISA Affiliate and which is subject to ERISA.
 
2.               The Guarantor irrevocably, absolutely and unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium, if any, and interest on any Note issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “ Credit Document Obligations ”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which,
 
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but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under any Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Hedging Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “ Other Obligations ” and, together with the Credit Document Obligations, the “ Guaranteed Obligations ”).  As used herein, the term “ Guaranteed Party ” shall mean the Borrower, the Guarantor, any Subsidiary Guarantor or any of their respective Subsidiaries party to any Hedging Agreement with an Other Creditor.  The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against the Guarantor without proceeding against any Subsidiary Guarantor, the Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.
 
3.               Additionally, the Guarantor unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower or any other Guaranteed Party upon the occurrence in respect of the Borrower or any such other Guaranteed Party of any of the events specified in Section 9.05 of the Credit Agreement, and unconditionally and irrevocably promises to pay such Guaranteed Obligations to the Secured Creditors, or order, on demand.  This Guaranty shall constitute a guaranty of payment, and not of collection.
 
4.               The liability of the Guarantor hereunder is primary, absolute, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by the Guarantor, any Subsidiary Guarantor, any other guarantor or by any other party, and the liability of the Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, change in corporate structure, termination or increase, decrease or change in personnel, by the Borrower or any other Guaranteed Party, (e) to the extent permitted by applicable law, any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Secured Creditors as contemplated in Section 7 hereof or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, including, without limitation, any such invalidity, irregularity or unenforceability caused by a change in law.
 
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5.               The obligations of the Guarantor hereunder are independent of the obligations of any Subsidiary Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against the Guarantor whether or not action is brought against any Subsidiary Guarantor, any other guarantor, the Borrower or any other Guaranteed Party and whether or not any Subsidiary Guarantor, any other guarantor, the Borrower or any other Guaranteed Party is joined in any such action or actions.  The Guarantor waives, to the fullest extent permitted by law, the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof.  Any payment by the Borrower or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower or any other Guaranteed Party shall operate to toll the statute of limitations as to the Guarantor.
 
6.               Any Secured Creditor may at any time and from time to time without the consent of, or notice to, the Guarantor, without incurring responsibility to the Guarantor, and without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
 
(a)  change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;
 
(b)  take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;
 
(c)  exercise or refrain from exercising any rights against the Borrower, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;
 
(d)  release or substitute any one or more endorsers, the Guarantor, other guarantors, the Borrower, any other Guaranteed Party, or other obligors;
 
(e)  settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or such other Guaranteed Party other than the Secured Creditors;
 
(f)  apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower or any other Guaranteed Party to the Secured Creditors regardless of what liabilities of the Borrower or such other Guaranteed Party remain unpaid;
 
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(g)  consent to or waive any breach of, or any act, omission or default under, any of the Hedging Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement (in accordance with their terms) any of the Hedging Agreements, the Credit Documents or any of such other instruments or agreements;
 
(h)  act or fail to act in any manner which may deprive the Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or
 
(i)  take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Guarantor from its liabilities under this Guaranty.
 
7.               This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.  No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have hereunder.  No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand.  It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
 
8.               Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by the Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Secured Creditors, and such indebtedness of the Borrower or such other Guaranteed Party to the Guarantor, if the Administrative Agent or the Security Agent, after the occurrence and during the continuance of an Event of Default, so requests, shall be collected, enforced and received by the Guarantor as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower or the other Guaranteed Parties to the Secured Creditors, but without affecting or impairing in any manner the liability of the Guarantor under the other provisions of this Guaranty.  Without limiting the generality of the foregoing, the Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.
 
9.               (j)  The Guarantor waives any right (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the
 
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Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever.  The Guarantor waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guaranteed Party other than payment in full of the Guaranteed Obligations.  The Secured Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Security Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash.  The Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower, any other Guaranteed Party or any other party or any security.
 
(k)  The Guarantor waives all presentments, promptness, diligence, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness.  The Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which the Guarantor assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise the Guarantor of information known to them regarding such circumstances or risks.
 
The Guarantor warrants and agrees that each of the waivers set forth above in this Section 9 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.
 
10.        (a)  The Secured Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent or the Security Agent, in each case acting upon the instructions of the Lenders in accordance with the Credit Agreement (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations), and that no other Secured Creditors shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Security Agent or, after all the Credit Document Obligations have been paid in full, by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured
 
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Creditors upon the terms of this Guaranty.  The Secured Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of the Guarantor.
 
(b)                                  The Administrative Agent and Security Agent will hold in accordance with this Guaranty all collateral at any time received under this Guaranty.  It is expressly understood and agreed by each Secured Creditor that by accepting the benefits of this Guaranty each such Secured Creditor acknowledges and agrees that the obligations of the Administrative Agent and Security Agent as enforcer of this Guaranty and interests herein are only those expressly set forth in this Guaranty and in Section 10 of the Credit Agreement.  The Administrative Agent and the Security Agent shall act hereunder on the terms and conditions set forth herein and in Section 10 of the Credit Agreement.
 
11.        In order to induce the Lenders to make Loans to the Borrower pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Hedging Agreements, the Guarantor represents, warrants and covenants that:
 
(l)  The Guarantor (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is currently engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualification, except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
(m)  The Guarantor has the corporate power and authority to execute, deliver and perform the terms and provisions of this Guaranty and each other Credit Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Guaranty and each such other Credit Document.  The Guarantor has duly executed and delivered this Guaranty and each other Credit Document to which it is a party, and this Guaranty and each such other Credit Document constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
 
(n)  Neither the execution, delivery or performance by the Guarantor of this Guaranty or any other Credit Document to which it is a party, nor compliance by it with the terms and provisions hereof and thereof, will (i) contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the material properties or assets of the Guarantor or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or
 
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credit agreement, or any other material agreement, contract or instrument, to which the Guarantor or any of its Subsidiaries is a party or by which it or any of its material property or assets is bound or to which it may be subject or (iii) violate any provision of the Organizational Documents of the Guarantor or any of its Subsidiaries.
 
(o)  No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by the Guarantor or any other Credit Document to which the Guarantor is a party or (ii) the legality, validity, binding effect or enforceability of this Guaranty or any other Credit Document to which the Guarantor is a party.
 
(p)   No fees or taxes, including, without limitation, stamp, transaction, registration or similar taxes, are required to be paid to ensure the legality, validity, or enforceability of this Guaranty other than recording and filing fees and/or taxes which have been, or will be, paid as and to the extent due. Under the laws of the Republic of the Marshall Islands, the choice of the laws of the State of New York to govern this Guaranty is a valid choice of law, and the irrevocable submission by the Guarantor to jurisdiction and consent to service of process, as set forth in this Guaranty, is legal, valid, binding and effective.
 
(q)                                  (1) All financial statements provided pursuant to Section 7.01(a)(ii) and Section 7.01(b)(ii) of the Credit Agreement have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes and present fairly in all material respects the consolidated financial condition of the Guarantor and its Subsidiaries at the date of said financial statements and the results for the period covered thereby, subject to normal year-end adjustments.
 
(2) Except as fully disclosed in the first balance sheets delivered pursuant to Section 11(f)(1) of this Guaranty, there were as of the date of delivery no liabilities or obligations with respect to the Guarantor or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, would be materially adverse to the Guarantor and its Subsidiaries taken as a whole. As of the date of delivery of the first balance sheets delivered pursuant to Section 11(f)(1) of this Guaranty, the Guarantor does not know of any basis for the assertion against it of any liability or obligation of any nature that is not fairly disclosed (including, without limitation, as to the amount thereof) in the balance sheets delivered pursuant to Section 11(f)(1) of this Guaranty which, either individually or in the aggregate, could be materially adverse to the Guarantor and its Subsidiaries taken as a whole.
 
(3) Since the effective date of this Guaranty, except as permitted in Section 8.03 of the Credit Agreement, the Guarantor has not paid any Dividends.
 
(r)  There are no actions, suits, investigations or proceedings pending or, to the Guarantor’s knowledge, threatened (i) with respect to this Guaranty or any other Credit Document to which the Guarantor is a party or (ii) with respect to the Guarantor or any of its
 
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Subsidiaries that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
(s)  All factual information (taken as a whole) furnished by or on behalf of the Guarantor in writing to the Administrative Agent or any Lender for purposes of or in connection with this Guaranty, the other Credit Documents or any transaction contemplated herein or therein was, as of the date such information was furnished (or, if such information expressly relates to a specific date, as of such specific date), taken as a whole, true and accurate in all material respects and did not fail to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time as such information was provided (or, if such information expressly relates to a specific date, as of such specific date).
 
(t)                                     (1) All payments which the Guarantor is liable to make under this Guaranty or the other Credit Documents can properly be made without deduction or withholding for or on account of any tax payable under any law of any relevant jurisdiction applicable as of the effective date of this Guaranty.
 
(2) The Guarantor and each of its Subsidiaries has timely filed with the appropriate taxing authorities (or obtained extensions with respect thereto) all U.S. federal income tax returns, statements, forms and reports for taxes and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the Guarantor and/or any of its Subsidiaries (the “ Returns ”).  All such Returns accurately reflect in all material respects all liability for taxes of the Guarantor and its Subsidiaries as a whole for the periods covered thereby.  The Guarantor and each of its Subsidiaries has at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes payable by them.
 
(3) There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Guarantor, threatened by any authority regarding any taxes relating to the Guarantor or any of its Subsidiaries.
 
(4) As of the effective date of this Guaranty, neither the Guarantor nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of the Guarantor or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Guarantor or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.
 
(u)                                  (1) Except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate,
 
(A) each Plan (and each related trust, insurance contract or fund), other than any Multiemployer Plan and each trust related to the Multiemployer Plan, is in compliance with its terms and with all applicable laws, including without limitation ERISA and the Code;
 
(B) each Plan (and each related trust, if any), other than any Multiemployer Plan and any trust related to the Multiemployer Plan, which is intended to
 
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be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, or still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination;
 
(C) no Reportable Event has occurred;
 
(D) to the knowledge of the Guarantor, no Multiemployer Plan is insolvent or in reorganization;
 
(E) no Plan (other than a Multiemployer Plan) has an Unfunded Current Liability;
 
(F) each Plan (other than a Multiemployer Plan) which is subject to Section 412 of the Code or Section 302 of ERISA satisfies the minimum funding standard of such sections of the Code or ERISA, and no such Plan has applied for or received a waiver of the minimum funding standard or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 of ERISA;
 
(G) all contributions required to be made by the Guarantor or any of its Subsidiaries or ERISA Affiliates with respect to a Plan subject to Title IV of ERISA have been or will be timely made (except as disclosed on Schedule I hereto);
 
(H) neither the Guarantor nor any of its Subsidiaries nor any ERISA Affiliate has any liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4975 of the Code or reasonably expects to incur any such liability under any of the foregoing sections with respect to any Plan;
 
(I) neither the Guarantor nor any of its Subsidiaries nor any ERISA Affiliate has received written notice from the PBGC or a plan administrator (in the case of a Multiemployer Plan) indicating that proceedings have been instituted by the PBGC to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA;
 
(J) no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan, other than a Multiemployer Plan, (other than routine claims for benefits) is pending, or, to the best knowledge of the Guarantor, expected or threatened;
 
(K) using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the Guarantor and its Subsidiaries and ERISA Affiliates have not incurred any liabilities to any Plans which are Multiemployer Plans as a result of a complete withdrawal therefrom;
 
(L) no lien imposed under the Code or ERISA on the assets of the Guarantor or any of its Subsidiaries or any ERISA Affiliate with respect to a Plan exists
 
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and no event has occurred which could reasonably be expected to give rise to any such lien on account of any Plan (other than a Multiemployer Plan); and
 
(M) the Guarantor and its Subsidiaries do not maintain or contribute to any employee welfare plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides post-employment health benefits to retired employees or other former employees (other than as required by Section 601 of ERISA or other similar and applicable law).
 
(2) Except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been or will be timely made; (iii) neither the Guarantor nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan; and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Guarantor’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.
 
(v) On and as of the effective date of this Guaranty, the Guarantor has no Subsidiaries other than those Subsidiaries listed on Schedule II.  Schedule II sets forth, as of the effective date of this Guaranty, the percentage ownership (direct and indirect) of the Guarantor in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof.  All outstanding shares of Equity Interests of each Subsidiary of the Guarantor have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights.  No Subsidiary of the Guarantor has outstanding any securities convertible into or exchangeable for its Equity Interests or outstanding any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its Equity Interests or any stock appreciation or similar rights.
 
(w) The Guarantor is in compliance in all material respects with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliance as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(x) The Guarantor is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
 
(y)                                  (1) The Guarantor is in compliance with all applicable Environmental Laws governing its business, except for such failures to comply as could not reasonably be expected to have a Material Adverse Effect, and the Guarantor is not liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing.
 
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(2)  All licenses, permits, registrations or approvals to the Guarantor’s knowledge required for the business of the Guarantor, as conducted as of the effective date hereof, under any Environmental Law have been secured and the Guarantor is in substantial compliance therewith, except for such failures to secure or comply as could not reasonably be expected to have a Material Adverse Effect.
 
(3) The Guarantor is not, to its knowledge, in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Guarantor is a party or which would affect the ability of the Borrower or any Subsidiary Guarantor to operate any Collateral Vessel, Real Property or other facility and no event has occurred and is continuing which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
 
(4) There are no Environmental Claims pending or, to the knowledge of the Guarantor, threatened against the Guarantor which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
(5) There are no facts, circumstances, conditions or occurrences on or relating to any Real Property or other facility owned or operated by the Guarantor or any of its Subsidiaries that is reasonably likely (i) to form the basis of an Environmental Claim against the Guarantor, any of its Subsidiaries, Real Property or other facility owned by the Guarantor or any of its Subsidiaries, or (ii) to cause such Real Property or other facility to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.
 
(z)  The Guarantor is not engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect and there is (i) no unfair labor practice complaint pending against the Guarantor or any of its Subsidiaries or, to the Guarantor’s knowledge, threatened against any of them before the National Labor Relations Board, and no material grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Guarantor or any of its Subsidiaries or, to the Guarantor’s knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Guarantor or any of its Subsidiaries or, to the Guarantor’s knowledge, threatened against the Guarantor or any of its Subsidiaries and (iii) no union representation proceeding pending with respect to the employees of the Guarantor or any of its Subsidiaries, except (with respect to the matters specified in clauses (i), (ii) and (iii) above) as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(aa)  The Guarantor owns, or has the right to use, all material patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others, except for such failures and conflicts which could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
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(bb)                           (1) To the extent applicable, the Guarantor is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) all United States laws relating to terrorism or money laundering including the Executive Order, (iii) the PATRIOT Act and (iv) under any European Union or other applicable law, rule or regulation. No part of the proceeds of the Loans will be used by the Guarantor, directly or, to the knowledge of the Guarantor after making due inquiry, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
 
(2)  The Guarantor is not nor will be after the application of the proceeds of the Loans, a Restricted Party.
 
(3) The Guarantor does not deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States anti-terrorism laws.
 
(4) The Guarantor and its respective directors, officers, employees, agents or representatives has been and is in compliance with Sanctions Laws.
 
(5) None of the Guarantor, its directors, officers or, to its knowledge after making due inquiry, employees, agents or representatives (i) is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or (ii) is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.
 
(cc) The Guarantor does not, nor does any of its properties, have any right of immunity on the grounds of sovereignty or otherwise from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of any jurisdiction.
 
(dd) Since December 31, 2014, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.
 
(ee)  The claims of the Administrative Agent, the Security Agent and the Lenders against the Guarantor under this Guaranty will rank at least pari passu with the claims of all unsecured creditors of the Guarantor, as the case may be (other than claims of such creditors to the extent that they are statutorily preferred), and senior in priority to the claims of any creditor of the Guarantor who is also an Obligor.
 
(ff)                               (1) On and as of the effective date of this Guaranty, and each subsequent Borrowing Date and after giving effect to the Transaction and to all Financial Indebtedness
 
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(including the Loans) being incurred or assumed and Liens created by the Obligors in connection therewith (i) the sum of the assets (including its right of contribution and subrogation it may have with respect to any other Person), at a fair valuation, of the Guarantor on a stand-alone basis and of the Guarantor and its Subsidiaries taken as a whole will exceed their respective debts, (ii) the Guarantor on a stand-alone basis and the Guarantor and its Subsidiaries taken as a whole have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iii) the Guarantor on a stand-alone basis and the Guarantor and its Subsidiaries taken as a whole do not have unreasonably small working capital with which to continue their respective businesses.  For purposes of this Section 11(u), “debt” means any liability on a claim, and “claim” means (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
(2) Subject to Section 8.02 of the Credit Agreement, neither the Guarantor nor any of its Subsidiaries has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to its knowledge and belief) threatened against any of them for the winding-up, dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have any of them sought any other relief under any applicable insolvency or bankruptcy law.
 
12.        The Guarantor covenants and agrees that on and after the Closing Date and until the termination of the Commitments and all Hedging Agreements entered into with respect to the Loans and until such time as no Notes remain outstanding and all Guaranteed Obligations have been paid in full, the Guarantor will comply, and will cause each of its Subsidiaries to comply, with all of the provisions, covenants and agreements contained in the Credit Agreement, and will take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that it and each of its Subsidiaries is not in violation of any provision, covenant or agreement contained in the Credit Agreement, and so that no Default or Event of Default is caused by the actions of the Guarantor or any of its Subsidiaries.
 
13.        The Guarantor hereby agrees to pay all reasonable out-of-pocket costs and expenses of (i) each Secured Creditor in connection with the enforcement of this Guaranty (including, without limitation, the reasonable fees and disbursements of counsel employed by each Secured Creditor) and (ii) the Administrative Agent in connection with any amendment, waiver or consent relating hereto (including, without limitation, the reasonable fees and disbursements of counsel employed by the Administrative Agent).
 
14.        This Guaranty shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the Secured Creditors and their successors and assigns.
 
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15.        Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of the Guarantor and with the written consent of (x) the Administrative Agent (or, to the extent required by Section 11.13 of the Credit Agreement, with the written consent of the Required Lenders) at all times prior to the time on which all Credit Document Obligations have been paid in full or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full; provided , that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors (it being understood that the addition or release of the Guarantor hereunder shall not constitute a change, waiver, discharge or termination affecting the Guarantor other than the Guarantor so added or released).  For the purpose of this Guaranty, the term “ Class ” shall mean each class of Secured Creditors, i.e. , whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders of the Other Obligations.  For the purpose of this Guaranty, the term “ Requisite Creditors ” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 11.13 of the Credit Agreement, each Lender) and (y) with respect to the Other Obligations, the holders of at least a majority of the Other Obligations).
 
16.        The Guarantor acknowledges that an executed (or conformed) copy of each of the Credit Documents and each existing Hedging Agreement has been made available to a senior officer of the Guarantor and such officer is familiar with the contents thereof.
 
17.        In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “ Event of Default ” as defined in the Credit Agreement and any payment default under any Hedging Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to the Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of the Guarantor, against and on account of the obligations and liabilities of the Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured.
 
18.        Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including email or facsimile communication) and mailed, faxed or delivered: if to the Guarantor, at the Borrower’s address specified in Section 11.03 of the Credit Agreement; if to any Secured Creditor, at its address specified opposite its name on Schedule II to the Credit Agreement; and if to the Administrative Agent, at its Notice Office; or, as to any other Credit Party, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Secured Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative Agent.  All such notices and communications
 
15 

 
shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by email or facsimile, be effective when sent by email or facsimile, except that notices and communications to the Administrative Agent or the Guarantor shall not be effective until received by the Administrative Agent or the Guarantor, as the case may be.
 
19.        If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Guaranteed Party) then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of the Borrower or any other Guaranteed Party, and the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.
 
20.        (gg)  THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).  Any legal action or proceeding with respect to this Guaranty or any other Credit Document to which the Guarantor is a party may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York in each case which are located in the City of New York, and, by execution and delivery of this Guaranty, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The Guarantor hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that any such court lacks personal jurisdiction over the Guarantor, and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty or any other Credit Document to which the Guarantor is a party brought in any of the aforesaid courts that any such court lacks personal jurisdiction over the Guarantor.  The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Guarantor at its address set forth in Section 18 hereof, such service to become effective 30 days after such mailing.  The Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Document to which the Guarantor is a party that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction.
 
16 

 
(hh)  The Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other Credit Document to which the Guarantor is a party brought in the courts referred to in clause (a) above and hereby further irrevocably waives (to the fullest extent permitted by applicable law) and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.
 
(ii)  THE GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH THE GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
 
21.        The Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or other law.  To effectuate the foregoing intention, the Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by the Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of the Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among the Guarantor and the Subsidiary Guarantors, result in the Guaranteed Obligations of the Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
 
22.        This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original (including if delivered by facsimile transmission), but all of which shall together constitute one and the same instrument.  A set of counterparts executed by all the parties hereto shall be lodged with the Guarantor and the Administrative Agent.
 
23.        (a) 1.All payments made by the Guarantor hereunder will be made without setoff, counterclaim or other defense, will be made in the currency or currencies in which the respective Guaranteed Obligations are then due and payable and will be made on the same basis as payments are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.
 
(b) The Guarantor’s obligations hereunder to make payments in the respective currency or currencies in which the respective Guaranteed Obligations are required to be paid (such currency being herein called the “ Obligation Currency ”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Security Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Security Agent or such other Secured Creditor under this Guaranty
 
17 

 
or the other Credit Documents or any Hedging Agreement, as applicable.  If for the purpose of obtaining or enforcing judgment against the Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (quoted by the Administrative Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”)).
 
(c)  If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.
 
(d)  For purposes of determining the Relevant Currency Equivalent or any other rate of exchange for this Section 23, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.
 
[ Signature Page Follows ]
 
18 

 
IN WITNESS WHEREOF, the Guarantor and the Administrative Agent has caused this Guaranty to be executed and delivered as of the date first above written.

 	GENCO SHIPPING & TRADING LIMITED,	
 	as Guarantor	

 	By:	/s/ Apostolos Zafolias	
 	 	Name:	Apostolos Zafolias	
 	 	Title:	Chief Financial Officer	

Accepted and Agreed to:

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

By:	/s/ Martin Lunder	 	
Name: Martin Lunder	 	
Title: Senior Vice President	 	
 	 	
By:	/s/ Lynn Sauro	 	
Name: Lynn Sauro	 	
Title: Vice President	 	
 
19 

 
SCHEDULE I
 
Contributions under ERISA
 
None.

 
SCHEDULE II
 
Subsidiaries

Name of Subsidiary	 	Direct Owner & Ownership Percentage	 	Ownership Percent
(Direct or Indirect)
of Guarantor	 	
Genco Ship Management LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Management (USA) LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco RE Investments LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Investments LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Acheron Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Aquitaine Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Ardennes Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Augustus Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Auvergne Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Avra Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Bay Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Beauty Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Bourgogne Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Brittany Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Carrier Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Cavalier LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Challenger Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Champion Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Charger Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Claudius Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	

 

Genco Commodus Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Constantine Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Explorer Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Hadrian Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Hunter Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Knight Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Languedoc Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Leader Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Loire Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco London Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Lorraine Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Mare Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Marine Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Maximus Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Muse Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Normandy Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Ocean Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Picardy Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Pioneer Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Predator Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Progress Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Prosperity Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Provence Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
 
22 

 

Genco Pyrenees Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Raptor LLC	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Reliance Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Rhone Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Spirit Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Success Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Sugar Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Surprise Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Thunder Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Tiberius Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Titus Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Vigour Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Warrior Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Genco Wisdom Ltd.	 	Genco Shipping & Trading Limited 100%	 	100%	 	
Baltic Trading Limited	 	Genco Investments LLC 100%	 	100%	 	
Baltic Bear Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Wolf Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Cougar Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Jaguar Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Leopard Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Panther Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Wind Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Cove Limited	 	Baltic Trading Limited 100%	 	100%	 	
 
23 

 

Baltic Breeze Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Scorpion Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Mantis Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Hare Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Fox Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Tiger Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Lion Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Wasp Limited	 	Baltic Trading Limited 100%	 	100%	 	
Baltic Hornet Limited	 	Baltic Trading Limited 100%	 	100%	 	
 
24 

Exhibit 10.16
 
Supplemental Agreement to $16,800,000 Secured Loan Facility Agreement dated 8 October 2014
 
Dated 14 July 2015
 
Baltic Hornet Limited
(as Borrower)
 
- and -
 
ABN AMRO Capital USA LLC
and others
(as Lenders)
 
- and -
 
ABN AMRO Capital USA LLC
(as MLA)
 
- and -
 
ABN AMRO Capital USA LLC
(as Agent)
 
- and -
 
ABN AMRO Capital USA LLC
(as Security Agent)
 
- and -
 
ABN AMRO Bank N.V. Singapore Branch
(as Sinosure Agent)
 
- and -
 
ABN AMRO Bank N.V.
(as Swap Provider)
 
- and -
 
Baltic Trading Limited
(as Guarantor)
 
- and -
 
Genco Shipping & Trading Limited
(as New Guarantor)
 
- and -
 
Baltic Trading Limited
(as Pledgor)
 
- and -
 
Baltic Wasp Limited
(as Other Borrower)

 

 
Contents

 	 	Page	
 	 	 	
1	Interpretation	3	
 	 	 	
2	Conditions	4	
 	 	 	
3	Representations and Warranties	6	
 	 	 	
4	Amendments to Original Loan Agreement	6	
 	 	 	
5	Amendments, Waivers and Consents relating to Merger	8	
 	 	 	
6	Confirmation and Undertaking	14	
 	 	 	
7	Notices, Counterparts, Law and Jurisdiction	14	
 	 	 	
Schedule 1	The Lenders	15	
 	 	 	
Schedule 2	First Effective Date Confirmation	16	
 	 	 	
Schedule 3	Second Effective Date Confirmation	17	

 
Supplemental Agreement
 
Dated: 14 July 2015
 
Between:
 
(1)                                  Baltic Hornet Limited a company incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the   “ Borrower ”); and
 
(2)                                  the banks listed in Schedule 1 ( The Lenders ), each acting through its office at the address indicated against its name in Schedule 1 (together the “ Lenders ” and each a “ Lender ”); and
 
(3)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as mandated lead arranger (in that capacity, the “ MLA ”); and
 
(4)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as facility agent (in that capacity, the “ Agent ”); and
 
(5)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as security agent (in that capacity, the “ Security Agent ”); and
 
(6)                                  ABN AMRO Bank N.V. Singapore Branch , acting through its office at 10 Collyer Quay, #07-01 Ocean Financial Centre, Singapore 049315 as agent for Sinosure (in that capacity, the “ Sinosure Agent ”); and
 
(7)                                  ABN AMRO Bank N.V. acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as swap provider (in that capacity, the “ Swap Provider ”); and
 
(8)                                  Baltic Trading Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as guarantor (in that capacity, the “ Guarantor ”); and
 
(9)                                  Genco Shipping & Trading Limited , a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171 (the “ New Guarantor ”);
 
(10)                           Baltic Trading Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as pledgor (in that capacity, the “ Pledgor ”); and
 
(11)                           Baltic Wasp Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as the other borrower (in that capacity, the “ Other Borrower ”).
 
Supplemental to a secured loan agreement dated 8 October 2014 made between the Borrower, the Lenders, the MLA, the Agent, the Security Agent, the Sinosure Agent and the Swap Provider (the “ Original Loan Agreement ”), on the terms and subject to the conditions
 
1 

 
of which each of the Lenders agreed to advance to the Borrower its respective Commitment of an aggregate amount not exceeding sixteen million eight hundred thousand Dollars ($16,800,000).
 
Whereas :
 
(A)                                         By a letter dated 23 June 2015, the Borrower has requested, amongst other things, the consent of the Finance Parties to (i) a proposed merger and acquisition between the Guarantor and the New Guarantor’s respective group including the acquisition of shares in the Guarantor by the New Guarantor (the “ Merger ”), (ii) certain consequential amendments to the Original Loan Agreement and (iii) a permanent waiver of certain provisions contained in Clause 12.3 ( General Undertakings ) of the Original Loan Agreement in connection with the Merger (the “ Request ”).
 
(B)                                         The Finance Parties have agreed to the Request subject to the terms and conditions of this Supplemental Agreement.
 
It is agreed that :
 
1                                                   Interpretation
 
1.1                                         In this Supplemental Agreement:
 
“ Amendment Fee Letter ” means the letter dated on or about the date of this Supplemental Agreement between the Agent, the Lenders and the Borrower setting out the fees referred to in Clause 2.1.5 ( Conditions ).
 
“ Finance Parties ” means the Agent, the Security Agent, the MLA, the Swap Provider, the Sinosure Agent and the Lenders and “ Finance Party ” means any of them;
 
“ First Effective Date ” means the date on which the Agent (acting on the instructions of the Lenders) confirms to the Borrower in writing substantially in the form set out in Schedule 2 ( First Effective Date Confirmation ) that all of the conditions referred to in Clause 2.1 ( Conditions ) have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred and be continuing;
 
“ Loan Agreement ” means the Original Loan Agreement as amended pursuant to this Supplemental Agreement;
 
“ New Guarantee ” means a guarantee and indemnity to be given by the New Guarantor in favour of the Security Agent in accordance with the terms of this Supplemental Agreement;
 
“ Second Effective Date ” means the date on which the Agent (acting on the instructions of the Lenders) confirms to the Borrower in writing substantially in the form set out in Schedule 3 ( Second Effective Date Confirmation ) that all of the conditions referred to in Clause 2.2 ( Conditions ) have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred and be continuing; and
 
2 

 
“ Security Parties ” means all parties to this Supplemental Agreement other than the Finance Parties and “ Security Party ” means any one of them.
 
1.2                                         All words and expressions defined in the Original Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clause 1.2 ( Definitions and Interpretation ) of the Original Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it were set out in full.
 
1.3                                         This Supplemental Agreement shall be a Finance Document.
 
2                                                   Conditions
 
2.1                                         As conditions precedent for the agreement of the Finance Parties to the Request and for the effectiveness of Clause 4 ( Amendments to Original Loan Agreement ), the Borrower shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence on or before the First Effective Date:
 
2.1.1                               in respect of each Security Party (other than the New Guarantor):
 
(a)                                           a certificate of good standing;
 
(b)                                           a certificate of a duly authorised officer of that Security Party dated the day of this Supplemental Agreement (i) certifying that that Security Party is existing in good standing in the jurisdiction of its incorporation, (ii) confirming that none of the documents delivered to the Agent pursuant to Part 1 of Schedule 2 of the Original Loan Agreement have been amended or modified in any way (or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any such documents which have been amended or modified), (iii)  setting out the names and titles of the directors and officers of that Security Party, and (iv) attaching an incumbency certificate reflecting the name and signature of each officer authorised to execute this Supplemental Agreement and that no proceedings are pending or contemplated for the dissolution of that Security Party;
 
(c)                                            a copy, certified by a director or the secretary of each Security Party as true, complete and accurate and neither amended nor revoked and in full force and effect, of a resolution of the directors of that Security Party (together, where appropriate, with signed waivers of notice of any directors’ meetings) approving, and authorising or ratifying the execution of, this Supplemental Agreement and any document to be executed by that Security Party pursuant to this Supplemental Agreement;
 
2.1.2                               this Supplemental Agreement duly executed by the Security Parties and the Finance Parties;
 
2.1.3                               evidence satisfactory to the Agent (acting on the instructions of the Lenders) that the Borrower and the Guarantor have agreed, or will agree to
 
3 

 
enter into, with its other lenders or financiers the same terms and conditions as agreed between the Agent (acting on the instructions of the Lenders), the Borrower and the Guarantor pursuant to the terms of this Supplemental Agreement;
 
2.1.4                               if a Security Party is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lenders in each relevant jurisdiction, substantially in the form or forms provided to the Agent prior to signing this Supplemental Agreement or confirmation satisfactory to the Agent that such an opinion will be given;
 
2.1.5                               payment to the Agent (for the account of the Lenders in proportion to their respective Commitments) a non-refundable amendment fee in the amount agreed in the Amendment Fee Letter; and
 
2.1.6                               evidence that the fees, costs and expenses due from the Borrower under clause 8.1 ( Transaction expenses ) of the Original Loan Agreement have been paid or will be paid by the First Effective Date.
 
2.2                                         As conditions precedent for the agreement of the Finance Parties to the Request and for the effectiveness of Clause 5 ( Consents, Waivers and Amendments relating to Merger ), the Borrower shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence on or before the Second Effective Date:
 
2.2.1                               in respect of the New Guarantor:
 
(a)                                           copies of the constitutional documents of the New Guarantor together with such other evidence as the Agent may reasonably require that the New Guarantor is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the New Guarantee.
 
(b)                                           a certificate of a duly authorised officer of the New Guarantor certifying that each copy document relating to it is correct, complete and in full force and effect as at the date of the New Guarantee.
 
(c)                                            a copy, certified by a director or the secretary of the New Guarantor as true, complete and accurate and neither amended nor revoked, of a resolution of the directors (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of the New Guarantee and any document to be executed by the New Guarantor pursuant to the New Guarantee;
 
(d)                                           a notarially attested and legalised power of attorney of the New Guarantor under which the New Guarantee and any documents required pursuant to the New Guarantee are to be executed by the Guarantor;
 
2.2.2                               the New Guarantee duly executed by the New Guarantor;
 
4 

 
2.2.3                               evidence that the merger between the New Guarantor and the Guarantor has been consummated and the Guarantor has become an indirect wholly-owned subsidiary of the New Guarantor;
 
2.2.4                               such documentation and other evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary “know your customer” or similar identification procedures in relation to the transactions contemplated by the Merger; and
 
2.2.5                               such of the legal opinions specified in Clause 2.1.4 as have not already been provided to the Agent;
 
2.2.6                               evidence that any process agent appointed under the New Guarantee has accepted its appointment; and
 
2.2.7                               satisfaction of the condition subsequent referred to in Clause 2.3.
 
2.3                                         As a condition subsequent for the agreement of the Finance Parties to the Request, there shall be delivered to or to the order of the Agent on or before 17 July 2015 (or such later date as the Agent may agree in writing) evidence that the Sinosure Policy has been endorsed with details of the amendments and/or transactions contemplated by this Supplemental Agreement.  The failure to satisfy the condition subsequent referred to in this Clause 2.3 by the agreed date shall constitute an Event of Default.
 
2.4                                         All documents and evidence delivered to the Agent pursuant to Clauses 2.1, 2.2 and 2.3 shall:
 
2.4.1                               be in form and substance reasonably acceptable to the Agent (acting on the instructions of the Lenders);
 
2.4.2                               if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.
 
3                                                   Representations and Warranties
 
3.1                                         Each of the representations and warranties contained in Clause 11 ( Representations ) of the Original Loan Agreement shall be deemed repeated by the Borrower at the date of this Supplemental Agreement, at the First Effective Date and at the Second Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Finance Documents included this Supplemental Agreement and (as at the Second Effective Date) as if references to the Finance Documents included the New Guarantee, provided that to the extent any such representation or warranty relates to an earlier date, such representation or warranty shall be true and correct in all material respects on such date.
 
4                                                   Amendments to Original Loan Agreement
 
4.1                                         With effect from the First Effective Date the following amendments will be made to the Original Loan Agreement:
 
4.1.1                               The following definition shall be inserted in clause 1.1 ( Definitions and Interpretation ) in alphabetical order:
 
““ Supplemental Agreement ” means the supplemental agreement dated
 
5 

 
2015 supplementing and amending this Agreement.”.
 
4.1.2                               The definition of “Finance Documents” shall be read and construed to include this Supplemental Agreement.
 
4.1.3                               The definition of “Leverage” shall be deleted in its entirety and shall be replaced as follows:
 
““ Leverage ” means the aggregate Financial Indebtedness (excluding committed but undrawn working capital lines) of the Group divided by the Value Adjusted Total Assets.”.
 
4.1.4                               The definition of “Minimum Consolidated Net Worth” shall be amended to read as follows:
 
“ “ Minimum Consolidated Net Worth ” means an amount not less than (a) $270,150,000 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the Guarantor completed after the Supplemental Agreement.”.
 
4.1.5                               Clause 10.14 shall be deleted in its entirety and shall be replaced as follows:
 
“ Additional security If at any time the aggregate of the Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with Clause 10.15 (Fair Market Value determination) ) and the value of any additional security (such value to be the face amount of the deposit (in the case of cash), determined conclusively by appropriate advisers appointed by the Agent (in the case of other charged assets), and determined by the Agent in its discretion (in all other cases)) for the time being provided to the Security Agent under this Clause 10.14 is:
 
(a)                                           in the case of the period from 30 June 2015 up to and including 29 September 2015, less than one hundred and twenty five per cent (125%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(b)                                           in the case of the period from 30 September 2015 up to and including 30 December 2015, less than one hundred and twenty five per cent (125%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(c)                                            in the case of the period from 31 December 2015 up to and including 30 March 2016, less than one hundred and thirty per cent (130%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(d)                                           in the case of the period from 31 March 2016 for the duration of the Facility Period, less than one hundred and thirty five per cent (135%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then
 
6 

 
outstanding,
 
the Borrower shall and will procure that the Guarantor shall, within fifteen (15) days of the Agent’s request, at the Borrower’s option:
 
10.14.1                 pay to the Security Agent or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or
 
10.14.2                 give to the Security Agent other additional security in amount and form acceptable to the Security Agent in its discretion, it being agreed that security over Fleet Vessels with an Approved Flag shall, in the Security Agent’s discretion acting reasonably, be acceptable security; or
 
10.14.3                 prepay the Loan in the amount of the shortfall and any such prepayment under this Clause 10.14.3 shall be applied in prepayment of the remaining Repayment Instalments in inverse order of maturity,
 
The value of any additional security provided shall in the case of a Vessel be determined in the same manner as set out in Clause 10.15.1 ( Fair Market Value determination ) of the Vessels and in the case of other security shall be determined by the Agent in its absolute discretion.
 
For the period up to and including 31 March 2016, if the Guarantor provides additional security in respect of a breach of a fair market value covenant under a loan facility with other lenders or financial institutions, the Guarantor shall provide the Security Agent with written notice of that breach as soon as practicable and in any event within fifteen (15) days of remedying such breach.  Any public filing made by the Guarantor with the SEC in relation to such additional security shall constitute notice thereof for the purposes of this Clause.
 
Clauses 5.3 ( Reborrowing ), 6.2 ( Voluntary prepayment of Loan ) and 6.5 ( Restrictions ) shall apply, mutatis mutandis , to any prepayment made under this Clause 10.14 and the value of any additional security provided shall be determined as stated above. ”.
 
4.2                                         All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect.
 
5                                                   Amendments, Waivers and Consents relating to Merger
 
5.1                                         With effect from the Second Effective Date:
 
5.1.1                               the following amendments will be made to the Loan Agreement:
 
(a)                                           The following definitions shall be inserted in clause 1.1 ( Definitions and Interpretation ) in alphabetical order:
 
““ New Guarantee ” means a guarantee and indemnity given by the Guarantor in favour of the Security Agent.”.
 
7 

 
““ New Guarantor ” means Genco Shipping & Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171.”.
 
““ Genco Shareholder Rights Agreement ” means a shareholder rights agreement substantially similar to that shareholder rights agreement entered into as of 11 April 2007 and made between the Guarantor and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent.”.
 
(b)                                           The definition of “Change of Control” shall be amended to read as follows:
 
“Change of Control” means:
 
(a)                                           in respect of the Guarantor (or in its capacity as Pledgor), any time during which and for any reason:-
 
(i)                                               the Guarantor fails to own, directly or indirectly, one hundred per cent (100%) of the capital stock or other equity interests of the Borrower; or
 
(ii)                                            the Guarantor is no longer, directly or indirectly, one hundred per cent (100%) wholly-owned by the New Guarantor;
 
(b)                                           in respect of the New Guarantor, any time during which and for any reason:-
 
(i)                                               there is a sale, lease or transfer of all or substantially all of the New Guarantor’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); or
 
(ii)                                            there is a liquidation or dissolution of the New Guarantor; or
 
(iii)                                         there is a replacement of a majority of the directors on the board of directors of the New Guarantor over a two-year period from the directors who constituted the board of directors of the New Guarantor at the beginning of such period and such replacement has not been approved by a vote of at least a majority of the board of directors of the New Guarantor then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(iv)                                        there is a “change of control” or similar event (however described) in any documentation
 
8 

 
related to any Financial Indebtedness of the New Guarantor or the Group or any member of the Group; or
 
(v)                                           any Person or group (as such term is used in Section 13 (d)(3) of the Exchange Act) other than one or more of the Permitted Holders that at any time becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent of the outstanding voting or economic equity interests of the New Guarantor;
 
(c)                                            in respect of the Borrower, any time during which and for any reason the Guarantor fails to own, directly or indirectly, one hundred per cent (100%) of the capital stock or other equity interests of the Borrower,
 
provided that any amalgamation, demerger, merger or corporate reconstruction of the New Guarantor or any subsidiary thereof or any transactions contemplated thereby that are consummated with the consent of the Agent and Sinosure in accordance with Clause 12.3.6 ( Merger ) shall not constitute a “Change of Control”.
 
(c)                                            The definition of “Consolidated Net Worth” shall be amended to read as follows:
 
““ Consolidated Net Worth ” means the Net Worth of the New Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP (and including for this purpose the New Guarantor’s investment in the Guarantor) after appropriate deduction for any minority interest in Subsidiaries.”.
 
(d)                                           In the definitions of “Fleet Vessels”, “Group” and “Value Adjusted Total Assets”, the word “Guarantor” shall be replaced by the words “New Guarantor”.
 
(e)                                            The definition of “Permitted Holders” shall be amended to read as follows:
 
“ “ Permitted Holders ” means (a) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest), (b) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (c) any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) who may at the time of the signing of the Supplemental Agreement own, directly or indirectly, beneficially or of record, shares representing more than thirty per cent of the voting or economic equity interests of New Guarantor, any affiliate of any such person, and any member of such group or affiliate of such member.”.
 
9 

 
(f)                                             The definition of “Minimum Consolidated Net Worth” shall be amended to read as follows:
 
“ “ Minimum Consolidated Net Worth ” means an amount of not less than (a) $786,360,204 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the New Guarantor completed after 31 March 2015.”.
 
(g)                                            The definition of “Security Documents” shall be read and construed to include the New Guarantee.
 
(h)                                           In Clause 10.6 sub-paragraph (c) the reference to “Guarantor” shall be deleted and replaced by “New Guarantor” and the references to “Guarantee” shall be deleted and replaced by “New Guarantee”.
 
(i)                                               A new clause 10.1.13 shall be inserted to read as follows
 
“10.1.13    the New Guarantee.”.
 
(j)                                              In Clause 10.1.14 the references to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(k)                                           Clause 12.1.1 shall be amended to read as follows:
 
“ Financial statements The Borrower shall procure that:
 
(a)                                           the New Guarantor shall supply to the Agent as soon as the same become available, but in any event within ninety (90) days after the end of each of its financial years, the New Guarantor’s audited consolidated (so as to include inter alia the Borrower and the Guarantor and its Subsidiaries) financial statements for that financial year (all such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the New Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 12.2 ( Financial covenants ) as at the date as at which those financial statements were drawn up; and
 
(b)                                           the Guarantor shall supply to the Agent as soon as the same become available, but in any event within 90 (90) days after the end of each of its financial years the Guarantor’s annual management accounts (balance sheet and profit and loss accounts).”.
 
(l)                                               Clause 12.1.3 shall be amended to read as follows:
 
“ Interim financial statements The Borrower shall supply and shall procure that the New Guarantor shall supply to the Agent as soon as the same become available, but in any event within forty five (45) days after the end of each quarter during each of its
 
10 

 
financial years:
 
(a)                                           for the first three (3) financial quarter’s for each of its financial years, the Borrower’s and the New Guarantor’s unaudited quarterly financial statements for that quarter (so as to include inter alia the Borrower and the Guarantor and its Subsidiaries) (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Borrower or the New Guarantor (as the case may be), setting out (in reasonable detail) computations as to compliance with Clause 12.2 ( Financial covenants ) as at the date as at which those financial statements were drawn up; and
 
(b)                                           the Guarantor’s quarterly management accounts (balance sheet and profit and loss accounts).”.
 
(m)                                       In Clause 12.2.2 the reference to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(n)                                           In Clause 12.2.3 the reference to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(o)                                           Clause 12.3.12 shall be amended to read as follows:
 
No dividends or non-arm’s length transactions The  Borrower may pay dividends or make any other distributions or advances of a revenue or capital nature to shareholders, or make any payments of principal or interest on amounts owned to related entities or persons (including payment under any shareholder loans), unless there is an Event of Default or such dividend, distribution or payment would result in an Event of Default and provided that (a) the Security Parties are in compliance with the terms and conditions of the Finance Documents, including, without limitation (i) the provisions of Clause 12.2 (Financial Covenants) and (ii) Clause 10.14 ( Additional Security ), (b)  the Guarantor is in compliance with clause 6.4 of the Guarantee, (c) the New Guarantor is in compliance with clause 6.4 of the New Guarantee and (d) the Other Borrower is in compliance with clause 6.4 of the Collateral Guarantee.  The Borrower shall procure that the Guarantor and the New Guarantor shall without the consent of the Agent be permitted to declare or pay Dividends or make any distribution provided that (a) no Event of Default has occurred and is continuing and (b) the Guarantor is in compliance with its financial covenants contained in clause 6.8 of the Guarantee, (c) the New Guarantor is in compliance with its financial covenants contained in clause 6.8 of the New Guarantee, (d) the Other Borrower is in compliance with clause 6.8 of the Collateral Guarantee and (e) the Borrower is in compliance with all the covenants contained in this
 
11 

 
Supplemental Agreement.  The Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Shareholder Rights Agreement and which are convertible into other securities as set out in the Shareholder Rights Agreement) as contemplated by the Shareholder Rights Agreement and the New Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Genco Shareholder Rights Agreement and which are convertible into other securities as set out in the Genco Shareholder Rights Agreement) as contemplated by the Genco Shareholder Rights Agreement.  The Borrower shall not without the prior written consent of the Agent, enter into a transaction with an affiliate other than on arm’s length terms unless otherwise provided in relation to the Borrower pursuant to Clause 12.3.18 (No transaction with associated companies) . For the avoidance of doubt, nothing in this Clause 12.3.12 shall prohibit the Guarantor or the New Guarantor from buying back already issued share capital.”.
 
(p)                                           Clause 13.1.9 shall be amended to read:
 
“ Notice of termination The Guarantor or the New Guarantor (as the case may be) give notice to the Security Agent to determine its respective obligations under the Guarantee or the New Guarantee.”.
 
5.1.2                               Notwithstanding Clauses 12.3.6 ( Merger ), 12.3.15 ( No Change in Relevant Documents ) and 12.3.20 ( No change of Ownership or Change of Control ) of the Original Loan Agreement, the Agent (acting on the instructions of the Lenders) hereby waives the restrictions set out in Clauses 12.3.6 and 12.3.20 of the Loan Agreement insofar as they relate to the Merger and hereby consents to the Merger;
 
5.1.3                               The Agent (acting on the instructions of the Lenders) acknowledges that the Merger will not constitute a breach of the provisions of Clauses 12.3.6 ( Merger ) of the Loan Agreement;
 
5.1.4                               The Agent (acting on the instructions of the Lenders) hereby waives the provisions of Clause 6.10.2 ( Undertakings ) of the Guarantee and the New Guarantee in so far as they relate to the Merger;
 
5.1.5                               The Agent (acting on the instructions of the Lenders) hereby waives any other provision of any Finance Document not referred to above which would cause the Merger to breach the provisions of any Finance Document; and
 
5.1.6                               The Agent (acting on the instructions of the Lenders) hereby acknowledges that it is aware of, and consents to, the proposed cancellation of management agreement dated 15 March 2010 made between Baltic Trading Limited and Genco Shipping & Trading Limited.
 
12 

 
5.2                                         With effect from the Second Effective Date the first line of Clause 6.8 of the Guarantee shall be amended to read “The Guarantor shall at all times during the Facility Period procure that the New Guarantor shall:-”
 
5.3                                         All other terms and conditions of the Loan Agreement and Guarantee shall remain unaltered and in full force and effect.
 
6                                                   Confirmation and Undertaking
 
6.1                                         Each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Original Loan Agreement made in this Supplemental Agreement, as if all references in any of the Security Documents to the Original Loan Agreement were references to the Original Loan Agreement as amended and supplemented by this Supplemental Agreement.
 
6.2                                         The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Original Loan Agreement made in or pursuant to this Supplemental Agreement.
 
7                                                   Notices, Counterparts, Law and Jurisdiction
 
The provisions of clauses 18 ( Notices ), 21.5 ( Counterparts ) and 22 ( Law and jurisdiction ) of the Loan Agreement shall apply to this Supplemental Agreement as if  they were set out in full herein and as if references to the Original Loan Agreement were references to this Supplemental Agreement and references to the Borrower were references to the Security Parties.
 
13 

 
Schedule 1

The Lenders
 
ABN AMRO Capital USA LLC
100 Park Avenue
24 th  Floor
NY 10017
USA

Attn:	Maria Pina (Fax No: +1 917 284 6917)	
Email:	maria.pina@abnamro.com	
 	 	
Attn:	Rajbir Talwar (Fax No.: +1 917 284 6850)	
Email:	rajbir.talwar@abnamro.com	
 
14 

 
Schedule 2

First Effective Date Confirmation

To:	Baltic Hornet Limited	
 	Trust Company Complex	
 	Ajeltake Road	
 	Ajeltake Island	
 	Majuro	
 	Marshall Islands	
 	MH 96960	
 
We, ABN AMRO Capital USA LLC, refer to the supplemental agreement dated [         ]  2015 (the “ Supplemental Agreement ”) relating to a secured loan agreement dated 8 October 2014 (the “ Loan Agreement ”) made between you as the Borrower, the banks listed therein as Lenders and ourselves acting in our capacities as Mandated Lead Arranger, Agent, Security Agent, Sinosure Agent and Swap Provider in respect of a loan to you from the Lenders of up to sixteen million eight hundred thousand Dollars ($16,800,000).
 
We hereby confirm that all conditions precedent referred to in Clause 2.1 ( Conditions ) of the Fourth Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 ( Interpretation ) and 4 ( Amendments to Original Loan Agreement ) of the Supplemental Agreement the First Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.

Dated:	             2015	 	 	
 	 	 	 	
Signed:	 	 	 	
 	 	 	 	
 	For and on behalf of	 	 	
 	 	 	 	
 	ABN AMRO Capital USA LLC	 	 	
 
15 

 
Schedule 3
 
Second Effective Date Confirmation

To:	Baltic Hornet Limited	
 	Trust Company Complex	
 	Ajeltake Road	
 	Ajeltake Island	
 	Majuro	
 	Marshall Islands	
 	MH 96960	
 
We, ABN AMRO Capital USA LLC, refer to the supplemental agreement dated [         ]  2015 (the “ Supplemental Agreement ”) relating to a secured loan agreement dated 8 October 2014 (the “ Loan Agreement ”) made between you as the Borrower, the banks listed therein as Lenders and ourselves acting in our capacities as Mandated Lead Arranger, Agent, Security Agent, Sinosure Agent and Swap Provider in respect of a loan to you from the Lenders of up to sixteen million eight hundred thousand Dollars ($16,800,000).
 
We hereby confirm that all conditions precedent referred to in Clause 2.2 ( Conditions ) of the Fourth Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 ( Interpretation ) and 5 ( Amendments Following Merger ) of the Supplemental Agreement the Second Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.

Dated:	             2015	 	 	
 	 	 	 	
Signed:	 	 	 	
 	 	 	 	
 	For and on behalf of	 	 	
 	 	 	 	
 	ABN AMRO Capital USA LLC	 	 	
 
16 

 
In Witness of which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.
 
The Borrower

Signed and delivered	/s/ Apostolos Zafolias	
as a deed	signature	
by Baltic Hornet Limited	 	
(as the Borrower)	Apostolos Zafolias	
acting by	print name	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	
 
The Lenders

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Lender)	Rajbir Talwar	Urvashi Zutshi	
 	 	Managing Director	
acting by	print name	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Julie Lee	 	 	
 	 	 	 	
name	Julie Lee	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	100 Park Avenue, NY, NY	 	 	
address	USA 10017	 	 	
 
17 

 
The MLA

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as MLA)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Julie Lee	 	 	
 	 	 	 	
name	Julie Lee	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	100 Park Avenue, NY, NY	 	 	
address	USA 10017	 	 	
 
The Agent

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Agent)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Julie Lee	 	 	
 	 	 	 	
name	Julie Lee	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	100 Park Avenue, NY, NY	 	 	
address	USA 10017	 	 	
 
18 

 
The Security Agent

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Security Agent)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Julie Lee	 	 	
 	 	 	 	
name	Julie Lee	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	100 Park Avenue, NY, NY	 	 	
address	USA 10017	 	 	
 
19 

 
The Sinosure Agent

Signed and delivered	/s/ Arnoud Sprangers	 	
as a deed	/s/ Brian McGirr	 	
by ABN AMRO Bank N.V.	signature	
Singapore Branch	 	
(as Sinosure Agent)	Arnoud Sprangers	 	
acting by	Head of Debt Solutions, Asia	 	
 	Brian McGirr	 	
its duly authorised	Head of Distribution — Asia	 	
 	print name	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Jacqueline Kingcott	 	 	
 	 	 	 	
name	Jacqueline Kingcott	 	 	
 	print name of witness	 	 	
 	 	 	 	
address	 	 	 	
 
20 

 
The Swap Provider

Signed and delivered	 	 	
as a deed	/s/ Nienke Blans	/s/ K.H. Tieleman	
by ABN AMRO Bank N.V.	signature	
(as Swap Provider)	 	 	
acting by	Nienke Blans	K.H. Tieleman	
 	print name	 	
its duly authorised	 	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ J.T.F. van Vonderen	 	 	
 	 	 	 	
name	J.T.F. van Vonderen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	ABN AMRO Bank N.V.	 	 	
 	Coolsingel 93	 	 	
 	3012 AE Rotterdam	 	 	
address	The Netherlands	 	 	
 
21 

 
The Guarantors

Signed and delivered	/s/ John C. Wobensmith	 	
as a deed	signature	 	
by Baltic Trading Limited	 	
(as Guarantor)	John C. Wobensmith	 	
acting by	print name	 	
 	 	 	
its duly authorised	 	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	

Signed and delivered	/s/ Apostolos Zafolias	 	
as a deed	signature	 	
by Genco Shipping & Trading
Limited	 	
(as New Guarantor)	Apostolos Zafolias	 	
acting by	print name	 	
 	 	 	
its duly authorised	 	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	
 
22 

 
The Pledgor

Signed and delivered	/s/ John C. Wobensmith	 	
as a deed	signature	 	
by Baltic Trading Limited	 	
(as Pledgor)	John C. Wobensmith	 	
acting by	print name	 	
 	 	 	
its duly authorised	 	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	
 
The Other Borrower

Signed and delivered	/s/ Apostolos Zafolias	 	
as a deed	signature	 	
by Baltic Wasp Limited	 	
(as Other Borrower)	Apostolos Zafolias	 	
acting by	print name	 	
 	 	 	
its duly authorised	 	 	
 	 	
in the presence of:	 	
 	 	 	
signature	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	
 
23 

Exhibit 10.17
 
Supplemental Agreement to $16,800,000 Secured Loan Facility Agreement dated 8 October 2014
 
Dated 14 July 2015
 
Baltic Wasp Limited
(as Borrower)
 
- and -
 
ABN AMRO Capital USA LLC
and others
(as Lenders)
 
- and -
 
ABN AMRO Capital USA LLC
(as MLA)
 
- and -
 
ABN AMRO Capital USA LLC
(as Agent)
 
- and -
 
ABN AMRO Capital USA LLC
(as Security Agent)
 
- and -
 
ABN AMRO Bank N.V. Singapore Branch
(as Sinosure Agent)
 
- and -
 
ABN AMRO Bank N.V.
(as Swap Provider)
 
- and -
 
Baltic Trading Limited
(as Guarantor)
 
- and -
 
Genco Shipping & Trading Limited
(as New Guarantor)
 
- and -
 
Baltic Trading Limited
(as Pledgor)
 
- and -
 
Baltic Hornet Limited
(as Other Borrower)

 

 
Contents

 	 	 	 	Page	
 	 	 	 	 	
1	 	Interpretation	 	3	
 	 	 	 	 	
2	 	Conditions	 	4	
 	 	 	 	 	
3	 	Representations and Warranties	 	6	
 	 	 	 	 	
4	 	Amendments to Original Loan Agreement	 	6	
 	 	 	 	 	
5	 	Amendments, Waivers and Consents relating to Merger	 	8	
 	 	 	 	 	
6	 	Confirmation and Undertaking	 	13	
 	 	 	 	 	
7	 	Notices, Counterparts, Law and Jurisdiction	 	13	
 	 	 	 	 	
Schedule 1	 	The Lenders	 	14	
 	 	 	 	 	
Schedule 2	 	First Effective Date Confirmation	 	15	
 	 	 	 	 	
Schedule 3	 	Second Effective Date Confirmation	 	16	

 
Supplemental Agreement
 
Dated: 14 July 2015
 
Between:
 
(1)                                  Baltic Wasp Limited a company incorporated under the laws of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the   “ Borrower ”); and
 
(2)                                  the banks listed in Schedule 1 ( The Lenders ), each acting through its office at the address indicated against its name in Schedule 1 (together the “ Lenders ” and each a “ Lender ”); and
 
(3)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as mandated lead arranger (in that capacity, the “ MLA ”); and
 
(4)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as facility agent (in that capacity, the “ Agent ”); and
 
(5)                                  ABN AMRO Capital USA LLC , acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as security agent (in that capacity, the “ Security Agent ”); and
 
(6)                                  ABN AMRO Bank N.V. Singapore Branch , acting through its office at 10 Collyer Quay, #07-01 Ocean Financial Centre, Singapore 049315 as agent for Sinosure (in that capacity, the “ Sinosure Agent ”); and
 
(7)                                  ABN AMRO Bank N.V. acting through its office at 100 Park Avenue, 24th Floor, NY 10017, USA as swap provider (in that capacity, the “ Swap Provider ”); and
 
(8)                                  Baltic Trading Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as guarantor (in that capacity, the “ Guarantor ”); and
 
(9)                                  Genco Shipping & Trading Limited , a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171 (the “ New Guarantor ”);
 
(10)                           Baltic Trading Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as pledgor (in that capacity, the “ Pledgor ”); and
 
(11)                           Baltic Hornet Limited , a company incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 as the other borrower (in that capacity, the “ Other Borrower ”).
 
Supplemental to a secured loan agreement dated 8 October 2014 made between the Borrower, the Lenders, the MLA, the Agent, the Security Agent, the Sinosure Agent and the Swap Provider (the “ Original Loan Agreement ”), on the terms and subject to the conditions
 
1 

 
of which each of the Lenders agreed to advance to the Borrower its respective Commitment of an aggregate amount not exceeding sixteen million eight hundred thousand Dollars ($16,800,000).
 
Whereas :
 
(A)                                         By a letter dated 23 June 2015, the Borrower has requested, amongst other things, the consent of the Finance Parties to (i) a proposed merger and acquisition between the Guarantor and the New Guarantor’s respective group including the acquisition of shares in the Guarantor by the New Guarantor (the “ Merger ”), (ii) certain consequential amendments to the Original Loan Agreement and (iii) a permanent waiver of certain provisions contained in Clause 12.3 ( General Undertakings ) of the Original Loan Agreement in connection with the Merger (the “ Request ”).
 
(B)                                         The Finance Parties have agreed to the Request subject to the terms and conditions of this Supplemental Agreement.
 
It is agreed that :
 
1                                                   Interpretation
 
1.1                                         In this Supplemental Agreement:
 
“ Amendment Fee Letter ” means the letter dated on or about the date of this Supplemental Agreement between the Agent, the Lenders and the Borrower setting out the fees referred to in Clause 2.1.5 ( Conditions ).
 
“ Finance Parties ” means the Agent, the Security Agent, the MLA, the Swap Provider, the Sinosure Agent and the Lenders and “ Finance Party ” means any of them;
 
“ First Effective Date ” means the date on which the Agent (acting on the instructions of the Lenders) confirms to the Borrower in writing substantially in the form set out in Schedule 2 ( First Effective Date Confirmation ) that all of the conditions referred to in Clause 2.1 ( Conditions ) have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred and be continuing;
 
“ Loan Agreement ” means the Original Loan Agreement as amended pursuant to this Supplemental Agreement;
 
“ New Guarantee ” means a guarantee and indemnity to be given by the New Guarantor in favour of the Security Agent in accordance with the terms of this Supplemental Agreement;
 
“ Second Effective Date ” means the date on which the Agent (acting on the instructions of the Lenders) confirms to the Borrower in writing substantially in the form set out in Schedule 3 ( Second Effective Date Confirmation ) that all of the conditions referred to in Clause 2.2 ( Conditions ) have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred and be continuing; and
 
2 

 
“ Security Parties ” means all parties to this Supplemental Agreement other than the Finance Parties and “ Security Party ” means any one of them.
 
1.2                                         All words and expressions defined in the Original Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clause 1.2 ( Definitions and Interpretation ) of the Original Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it were set out in full.
 
1.3                                         This Supplemental Agreement shall be a Finance Document.
 
2                                                   Conditions
 
2.1                                         As conditions precedent for the agreement of the Finance Parties to the Request and for the effectiveness of Clause 4 ( Amendments to Original Loan Agreement ), the Borrower shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence on or before the First Effective Date:
 
2.1.1                               in respect of each Security Party (other than the New Guarantor):
 
(a)                                           a certificate of good standing;
 
(b)                                           a certificate of a duly authorised officer of that Security Party dated the day of this Supplemental Agreement (i) certifying that that Security Party is existing in good standing in the jurisdiction of its incorporation, (ii) confirming that none of the documents delivered to the Agent pursuant to Part 1 of Schedule 2 of the Original Loan Agreement have been amended or modified in any way (or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any such documents which have been amended or modified), (iii)  setting out the names and titles of the directors and officers of that Security Party, and (iv) attaching an incumbency certificate reflecting the name and signature of each officer authorised to execute this Supplemental Agreement and that no proceedings are pending or contemplated for the dissolution of that Security Party;
 
(c)                                            a copy, certified by a director or the secretary of each Security Party as true, complete and accurate and neither amended nor revoked and in full force and effect, of a resolution of the directors of that Security Party (together, where appropriate, with signed waivers of notice of any directors’ meetings) approving, and authorising or ratifying the execution of, this Supplemental Agreement and any document to be executed by that Security Party pursuant to this Supplemental Agreement;
 
2.1.2                               this Supplemental Agreement duly executed by the Security Parties and the Finance Parties;
 
2.1.3                               evidence satisfactory to the Agent (acting on the instructions of the Lenders) that the Borrower and the Guarantor have agreed, or will agree to
 
3 

 
enter into, with its other lenders or financiers the same terms and conditions as agreed between the Agent (acting on the instructions of the Lenders), the Borrower and the Guarantor pursuant to the terms of this Supplemental Agreement;
 
2.1.4                               if a Security Party is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lenders in each relevant jurisdiction, substantially in the form or forms provided to the Agent prior to signing this Supplemental Agreement or confirmation satisfactory to the Agent that such an opinion will be given;
 
2.1.5                               payment to the Agent (for the account of the Lenders in proportion to their respective Commitments) a non-refundable amendment fee in the amount agreed in the Amendment Fee Letter; and
 
2.1.6                               evidence that the fees, costs and expenses due from the Borrower under clause 8.1 ( Transaction expenses ) of the Original Loan Agreement have been paid or will be paid by the First Effective Date.
 
2.2                                         As conditions precedent for the agreement of the Finance Parties to the Request and for the effectiveness of Clause 5 ( Consents, Waivers and Amendments relating to Merger ), the Borrower shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence on or before the Second Effective Date:
 
2.2.1                               in respect of the New Guarantor:
 
(a)                                           copies of the constitutional documents of the New Guarantor together with such other evidence as the Agent may reasonably require that the New Guarantor is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the New Guarantee.
 
(b)                                           a certificate of a duly authorised officer of the New Guarantor certifying that each copy document relating to it is correct, complete and in full force and effect as at the date of the New Guarantee.
 
(c)                                            a copy, certified by a director or the secretary of the New Guarantor as true, complete and accurate and neither amended nor revoked, of a resolution of the directors (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of the New Guarantee and any document to be executed by the New Guarantor pursuant to the New Guarantee;
 
(d)                                           a notarially attested and legalised power of attorney of the New Guarantor under which the New Guarantee and any documents required pursuant to the New Guarantee are to be executed by the Guarantor;
 
2.2.2                               the New Guarantee duly executed by the New Guarantor;
 
4 

 
2.2.3                               evidence that the merger between the New Guarantor and the Guarantor has been consummated and the Guarantor has become an indirect wholly-owned subsidiary of the New Guarantor;
 
2.2.4                               such documentation and other evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary “know your customer” or similar identification procedures in relation to the transactions contemplated by the Merger; and
 
2.2.5                               such of the legal opinions specified in Clause 2.1.4 as have not already been provided to the Agent; and
 
2.2.6                               evidence that any process agent appointed under the New Guarantee has accepted its appointment; and
 
2.2.7                               satisfaction of the condition subsequent referred to in Clause 2.3.
 
2.3                                         As a condition subsequent for the agreement of the Finance Parties to the Request, there shall be delivered to or to the order of the Agent on or before 17 July 2015 (or such later date as the Agent may agree in writing) evidence that the Sinosure Policy has been endorsed with details of the amendments and/or transactions contemplated by this Supplemental Agreement. The failure to satisfy the condition subsequent referred to in this Clause 2.3 by the agreed date shall constitute an Event of Default.
 
2.4                                         All documents and evidence delivered to the Agent pursuant to Clauses 2.1, 2.2 and 2.3 shall:
 
2.4.1                               be in form and substance reasonably acceptable to the Agent (acting on the instructions of the Lenders);
 
2.4.2                               if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.
 
3                                                   Representations and Warranties
 
3.1                                         Each of the representations and warranties contained in Clause 11 ( Representations ) of the Original Loan Agreement shall be deemed repeated by the Borrower at the date of this Supplemental Agreement, at the First Effective Date and at the Second Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Finance Documents included this Supplemental Agreement and (as at the Second Effective Date) as if references to the Finance Documents included the New Guarantee, provided that to the extent any such representation or warranty relates to an earlier date, such representation or warranty shall be true and correct in all material respects on such date.
 
4                                                   Amendments to Original Loan Agreement
 
4.1                                         With effect from the First Effective Date the following amendments will be made to the Original Loan Agreement:
 
4.1.1                               The following definition shall be inserted in clause 1.1 ( Definitions and Interpretation ) in alphabetical order:
 
““ Supplemental Agreement ” means the supplemental agreement dated
 
5 

 
2015 supplementing and amending this Agreement.”.
 
4.1.2                               The definition of “Finance Documents” shall be read and construed to include this Supplemental Agreement.
 
4.1.3                               The definition of “Leverage” shall be deleted in its entirety and shall be replaced as follows:
 
““ Leverage ” means the aggregate Financial Indebtedness (excluding committed but undrawn working capital lines) of the Group divided by the Value Adjusted Total Assets.”.
 
4.1.4                               The definition of “Minimum Consolidated Net Worth” shall be amended to read as follows:
 
“ “ Minimum Consolidated Net Worth ” means an amount not less than (a) $270,150,000 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the Guarantor completed after the Supplemental Agreement.”.
 
4.1.5                               Clause 10.14 shall be deleted in its entirety and shall be replaced as follows:
 
“ Additional security If at any time the aggregate of the Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with Clause 10.15 (Fair Market Value determination) ) and the value of any additional security (such value to be the face amount of the deposit (in the case of cash), determined conclusively by appropriate advisers appointed by the Agent (in the case of other charged assets), and determined by the Agent in its discretion (in all other cases)) for the time being provided to the Security Agent under this Clause 10.14 is:
 
(a)                                           in the case of the period from 30 June 2015 up to and including 29 September 2015, less than one hundred and twenty five per cent (125%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(b)                                           in the case of the period from 30 September 2015 up to and including 30 December 2015, less than one hundred and twenty five per cent (125%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(c)                                            in the case of the period from 31 December 2015 up to and including 30 March 2016, less than one hundred and thirty per cent (130%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then outstanding;
 
(d)                                           in the case of the period from 31 March 2016 for the duration of the Facility Period, less than one hundred and thirty five per cent (135%) of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan then
 
6 

 
outstanding,
 
the Borrower shall and will procure that the Guarantor shall, within fifteen (15) days of the Agent’s request, at the Borrower’s option:
 
10.14.1                 pay to the Security Agent or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or
 
10.14.2                 give to the Security Agent other additional security in amount and form acceptable to the Security Agent in its discretion, it being agreed that security over Fleet Vessels with an Approved Flag shall, in the Security Agent’s discretion acting reasonably, be acceptable security; or
 
10.14.3                 prepay the Loan in the amount of the shortfall and any such prepayment under this Clause 10.14.3 shall be applied in prepayment of the remaining Repayment Instalments in inverse order of maturity,
 
The value of any additional security provided shall in the case of a Vessel be determined in the same manner as set out in Clause 10.15.1 ( Fair Market Value determination ) of the Vessels and in the case of other security shall be determined by the Agent in its absolute discretion.
 
For the period up to and including 31 March 2016, if the Guarantor provides additional security in respect of a breach of a fair market value covenant under a loan facility with other lenders or financial institutions, the Guarantor shall provide the Security Agent with written notice of that breach as soon as practicable and in any event within fifteen (15) days of remedying such breach.  Any public filing made by the Guarantor with the SEC in relation to such additional security shall constitute notice thereof for the purposes of this Clause.
 
Clauses 5.3 ( Reborrowing ), 6.2 ( Voluntary prepayment of Loan ) and 6.5 ( Restrictions ) shall apply, mutatis mutandis , to any prepayment made under this Clause 10.14 and the value of any additional security provided shall be determined as stated above. ”.
 
4.2                                         All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect.
 
5                                                   Amendments, Waivers and Consents relating to Merger
 
5.1                                         With effect from the Second Effective Date:
 
5.1.1                               the following amendments will be made to the Loan Agreement:
 
(a)                                           The following definitions shall be inserted in clause 1.1 ( Definitions and Interpretation ) in alphabetical order:
 
““ New Guarantee ” means a guarantee and indemnity given by the Guarantor in favour of the Security Agent.”.
 
7 

 
““ New Guarantor ” means Genco Shipping & Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171.”.
 
““ Genco Shareholder Rights Agreement ” means a shareholder rights agreement substantially similar to that shareholder rights agreement entered into as of 11 April 2007 and made between the Guarantor and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent.”.
 
(b)                                           The definition of “Change of Control” shall be amended to read as follows:
 
“ Change of Control ” means:
 
(a)                                           in respect of the Guarantor (or in its capacity as Pledgor), any time during which and for any reason:-
 
(i)                                               the Guarantor fails to own, directly or indirectly, one hundred per cent (100%) of the capital stock or other equity interests of the Borrower; or
 
(ii)                                            the Guarantor is no longer, directly or indirectly, one hundred per cent (100%) wholly-owned by the New Guarantor;
 
(b)                                           in respect of the New Guarantor, any time during which and for any reason:-
 
(i)                                               there is a sale, lease or transfer of all or substantially all of the New Guarantor’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); or
 
(ii)                                            there is a liquidation or dissolution of the New Guarantor; or
 
(iii)                                         there is a replacement of a majority of the directors on the board of directors of the New Guarantor over a two-year period from the directors who constituted the board of directors of the New Guarantor at the beginning of such period and such replacement has not been approved by a vote of at least a majority of the board of directors of the New Guarantor then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(iv)                                        there is a “change of control” or similar event (however described) in any documentation
 
8 

 
related to any Financial Indebtedness of the New Guarantor or the Group or any member of the Group; or
 
(v)                                           any Person or group (as such term is used in Section 13 (d)(3) of the Exchange Act) other than one or more of the Permitted Holders that at any time becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent of the outstanding voting or economic equity interests of the New Guarantor;
 
(c)                                            in respect of the Borrower, any time during which and for any reason the Guarantor fails to own, directly or indirectly, one hundred per cent (100%) of the capital stock or other equity interests of the Borrower,
 
provided that any amalgamation, demerger, merger or corporate reconstruction of the New Guarantor or any subsidiary thereof or any transactions contemplated thereby that are consummated with the consent of the Agent and Sinosure in accordance with Clause 12.3.6 ( Merger ) shall not constitute a “Change of Control”.
 
(c)                                            The definition of “Consolidated Net Worth” shall be amended to read as follows:
 
““ Consolidated Net Worth ” means the Net Worth of the New Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP (and including for this purpose the New Guarantor’s investment in the Guarantor) after appropriate deduction for any minority interest in Subsidiaries.”.
 
(d)                                           In the definitions of “Fleet Vessels”, “Group” and “Value Adjusted Total Assets”, the word “Guarantor” shall be replaced by the words “New Guarantor”.
 
(e)                                            The definition of “Permitted Holders” shall be amended to read as follows:
 
“ “ Permitted Holders ” means (a) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest), (b) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (c) any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) who may at the time of the signing of the Supplemental Agreement own, directly or indirectly, beneficially or of record, shares representing more than thirty per cent of the voting or economic equity interests of New Guarantor, any affiliate of any such person, and any member of such group or affiliate of such member.”.
 
9 

 
(f)                                             The definition of “Minimum Consolidated Net Worth” shall be amended to read as follows:
 
“ “ Minimum Consolidated Net Worth ” means an amount of not less than (a) $786,360,204 plus (b) fifty per cent (50%) of the value of any subsequent primary equity offerings of the New Guarantor completed after 31 March 2015.”.
 
(g)                                            The definition of “Security Documents” shall be read and construed to include the New Guarantee.
 
(h)                                           In Clause 10.6 sub-paragraph (c) the reference to “Guarantor” shall be deleted and replaced by “New Guarantor” and the references to “Guarantee” shall be deleted and replaced by “New Guarantee”.
 
(i)                                               A new clause 10.1.13 shall be inserted to read as follows
 
“10.1.13 the New Guarantee.”.
 
(j)                                              In Clause 10.1.14 the references to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(k)                                           Clause 12.1.1 shall be amended to read as follows:
 
“ Financial statements The Borrower shall procure that:
 
(a)                                           the New Guarantor shall supply to the Agent as soon as the same become available, but in any event within ninety (90) days after the end of each of its financial years, the New Guarantor’s audited consolidated (so as to include inter alia the Borrower and the Guarantor and its Subsidiaries) financial statements for that financial year (all such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the New Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 12.2 ( Financial covenants ) as at the date as at which those financial statements were drawn up; and
 
(b)                                           the Guarantor shall supply to the Agent as soon as the same become available, but in any event within 90 (90) days after the end of each of its financial years the Guarantor’s annual management accounts (balance sheet and profit and loss accounts).”.
 
(l)                                               Clause 12.1.3 shall be amended to read as follows:
 
“ Interim financial statements  The Borrower shall supply and shall procure that the New Guarantor shall supply to the Agent as soon as the same become available, but in any event within forty five (45) days after the end of each quarter during each of its
 
10 

 
financial years:
 
(a)                                           for the first three (3) financial quarter’s for each of its financial years, the Borrower’s and the New Guarantor’s unaudited quarterly financial statements for that quarter (so as to include inter alia the Borrower and the Guarantor and its Subsidiaries) (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Borrower or the New Guarantor (as the case may be), setting out (in reasonable detail) computations as to compliance with Clause 12.2 ( Financial covenants ) as at the date as at which those financial statements were drawn up; and
 
(b)                                           the Guarantor’s quarterly management accounts (balance sheet and profit and loss accounts).”.
 
(m)                                       In Clause 12.2.2 the reference to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(n)                                           In Clause 12.2.3 the reference to “Guarantor” shall be deleted and replaced by “New Guarantor”.
 
(o)                                            Clause 12.3.12 shall be amended to read as follows:
 
No dividends or non-arm’s length transactions   The Borrower may pay dividends or make any other distributions or advances of a revenue or capital nature to shareholders, or make any payments of principal or interest on amounts owned to related entities or persons (including payment under any shareholder loans), unless there is an Event of Default or such dividend, distribution or payment would result in an Event of Default and provided that (a) the Security Parties are in compliance with the terms and conditions of the Finance Documents, including, without limitation (i) the provisions of Clause 12.2 (Financial Covenants) and (ii) Clause 10.14 ( Additional Security ), (b)  the Guarantor is in compliance with clause 6.4 of the Guarantee, (c) the New Guarantor is in compliance with clause 6.4 of the New Guarantee and (d) the Other Borrower is in compliance with clause 6.4 of the Collateral Guarantee.  The Borrower shall procure that the Guarantor and the New Guarantor shall without the consent of the Agent be permitted to declare or pay Dividends or make any distribution provided that (a) no Event of Default has occurred and is continuing and (b) the Guarantor is in compliance with its financial covenants contained in clause 6.8 of the Guarantee, (c) the New Guarantor is in compliance with its financial covenants contained in clause 6.8 of the New Guarantee, (d) the Other Borrower is in compliance with clause 6.8 of the Collateral Guarantee and (e) the Borrower is in compliance with all the covenants contained in this
 
11 

 
Supplemental Agreement.  The Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Shareholder Rights Agreement and which are convertible into other securities as set out in the Shareholder Rights Agreement) as contemplated by the Shareholder Rights Agreement and the New Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Genco Shareholder Rights Agreement and which are convertible into other securities as set out in the Genco Shareholder Rights Agreement) as contemplated by the Genco Shareholder Rights Agreement.    The Borrower shall not without the prior written consent of the Agent, enter into a transaction with an affiliate other than on arm’s length terms unless otherwise provided in relation to the Borrower pursuant to Clause 12.3.18 (No transaction with associated companies) . For the avoidance of doubt, nothing in this Clause 12.3.12 shall prohibit the Guarantor or the New Guarantor from buying back already issued share capital.”.
 
(p)                                           Clause 13.1.9 shall be amended to read:
 
“ Notice of termination  The Guarantor or the New Guarantor (as the case may be) give notice to the Security Agent to determine its respective obligations under the Guarantee or the New Guarantee.”.
 
5.1.2                                       Notwithstanding Clauses 12.3.6 ( Merger ), 12.3.15 ( No Change in Relevant Documents ) and 12.3.20 ( No change of Ownership or Change of Control ) of the Original Loan Agreement, the Agent (acting on the instructions of the Lenders) hereby waives the restrictions set out in Clauses 12.3.6 and 12.3.20 of the Loan Agreement insofar as they relate to the Merger and hereby consents to the Merger;
 
5.1.3                                      The Agent (acting on the instructions of the Lenders) acknowledges that the Merger will not constitute a breach of the provisions of Clauses 12.3.6 ( Merger ) of the Loan Agreement;
 
5.1.4                                      The Agent (acting on the instructions of the Lenders) hereby waives the provisions of Clause 6.10.2 ( Undertakings ) of the Guarantee and the New Guarantee in so far as they relate to the Merger;
 
5.1.5                                      The Agent (acting on the instructions of the Lenders) hereby waives any other provision of any Finance Document not referred to above which would cause the Merger to breach the provisions of any Finance Document; and
 
5.1.6                                      The Agent (acting on the instructions of the Lenders) hereby acknowledges that it is aware of, and consents to, the proposed cancellation of management agreement dated 15 March 2010 made between Baltic Trading Limited and Genco Shipping & Trading Limited.
 
12 

 
5.2                                         With effect from the Second Effective Date the first line of Clause 6.8 of the Guarantee shall be amended to read “The Guarantor shall at all times during the Facility Period procure that the New Guarantor shall:-”
 
5.3                                         All other terms and conditions of the Loan Agreement and Guarantee shall remain unaltered and in full force and effect.
 
6                                                   Confirmation and Undertaking
 
6.1                                         Each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Original Loan Agreement made in this Supplemental Agreement, as if all references in any of the Security Documents to the Original Loan Agreement were references to the Original Loan Agreement as amended and supplemented by this Supplemental Agreement.
 
6.2                                         The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Original Loan Agreement made in or pursuant to this Supplemental Agreement.
 
7                                                   Notices, Counterparts, Law and Jurisdiction
 
The provisions of clauses 18 ( Notices ), 21.5 ( Counterparts ) and 22 ( Law and jurisdiction ) of the Loan Agreement shall apply to this Supplemental Agreement as if they were set out in full herein and as if references to the Original Loan Agreement were references to this Supplemental Agreement and references to the Borrower were references to the Security Parties.
 
13 

 
Schedule 1                                                       

The Lenders
 
ABN AMRO Capital USA LLC
100 Park Avenue
24 th  Floor
NY 10017
USA
 
Attn:                              Maria Pina (Fax No: +1 917 284 6917)
Email:                      maria.pina@abnamro.com
 
Attn:                              Rajbir Talwar (Fax No.: +1 917 284 6850)
Email:                      rajbir.talwar@abnamro.com
 
14 

 
Schedule 2                                                      
 
First Effective Date Confirmation
 
To:                                       Baltic Wasp Limited
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Marshall Islands
MH 96960
 
We, ABN AMRO Capital USA LLC, refer to the supplemental agreement dated [         ]  2015 (the “ Supplemental Agreement ”) relating to a secured loan agreement dated 8 October 2014 (the “ Loan Agreement ”) made between you as the Borrower, the banks listed therein as Lenders and ourselves acting in our capacities as Mandated Lead Arranger, Agent, Security Agent, Sinosure Agent and Swap Provider in respect of a loan to you from the Lenders of up to sixteen million eight hundred thousand Dollars ($16,800,000).
 
We hereby confirm that all conditions precedent referred to in Clause 2.1 ( Conditions ) of the Fourth Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 ( Interpretation ) and 4 ( Amendments to Original Loan Agreement ) of the Supplemental Agreement the First Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.
 
Dated:                                                            2015

Signed:	 	 	
 	
For and on behalf of	
 	
ABN AMRO Capital USA LLC	
 
15 

 
Schedule 3                                                      
 
Second Effective Date Confirmation
 
To:                                       Baltic Wasp Limited
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Marshall Islands
MH 96960
 
We, ABN AMRO Capital USA LLC, refer to the supplemental agreement dated [         ]  2015 (the “ Supplemental Agreement ”) relating to a secured loan agreement dated 8 October 2014 (the “ Loan Agreement ”) made between you as the Borrower, the banks listed therein as Lenders and ourselves acting in our capacities as Mandated Lead Arranger, Agent, Security Agent, Sinosure Agent and Swap Provider in respect of a loan to you from the Lenders of up to sixteen million eight hundred thousand Dollars ($16,800,000).
 
We hereby confirm that all conditions precedent referred to in Clause 2.2 ( Conditions ) of the Fourth Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 ( Interpretation ) and 5 ( Amendments Following Merger ) of the Supplemental Agreement the Second Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.
 
Dated:                                                            2015

Signed:	 	 	
 	
For and on behalf of	
 	
ABN AMRO Capital USA LLC	
 
16 

 
In Witness of which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.
 
The Borrower

Signed and delivered	 	
as a deed	/s/ Apostolos Zafolias	
by Baltic Wasp Limited	signature	
(as the Borrower)	 	
acting by	Apostolos Zafolias	
 	print name	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	
name	Peter Allen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
 	299 Park Avenue	 	 	 	
address	New York, NY 12171	 	 	 	

The Lenders

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Lender)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
its duly authorised	print name	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Nicholas Hoagland	 	 	 	
 	 	 	 	 	
name	Nicholas Hoagland	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	100 Park Ave New York,
NY USA 10017	 	 	 	

17 

 
The MLA

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as MLA)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Nicholas Hoagland	 	 	 	
 	 	 	 	 	
name	Nicholas Hoagland	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	100 Park Ave New York,
NY USA 10017	 	 	 	

The Agent

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Agent)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Nicholas Hoagland	 	 	 	
 	 	 	 	 	
name	Nicholas Hoagland	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	100 Park Ave New York,
NY USA 10017	 	 	 	

18 

 
The Security Agent

Signed and delivered	/s/ Rajbir Talwar	/s/ Urvashi Zutshi	
as a deed	signature	
by ABN AMRO Capital USA LLC	 	
(as Security Agent)	Rajbir Talwar	Urvashi Zutshi	
acting by	 	Managing Director	
 	print name	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Nicholas Hoagland	 	 	 	
 	 	 	 	 	
name	Nicholas Hoagland	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	100 Park Ave New York,
NY USA 10017	 	 	 	

19 

 
The Sinosure Agent

Signed and delivered	/s/ Arnoud Sprangers	 	
as a deed	/s/ Brian McGirr	
by ABN AMRO Bank N.V.	signature	
Singapore Branch	 	 	
(as Sinosure Agent)	Arnoud Sprangers	 	
acting by	Head of Debt Solutions, Asia	
 	 	
its duly authorised	Brian McGirr	
 	Head of Distribution — Asia	
in the presence of:	print name	
 	 	 	 	 	
signature	 	 	 	 	
of witness	/s/ Jacqueline Kingcott	 	 	 	
 	 	 	 	 	
name	Jacqueline Kingcott	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	 	 	 	 	

20 

 
The Swap Provider

Signed and delivered	/s/ Nienke Blans	/s/ K.H. Tieleman	
as a deed	signature	
by ABN AMRO Bank N.V.	 	
(as Swap Provider)	Nienke Blans	K.H. Tieleman	
acting by	print name	 	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ J.T.F. van Vondersen	 	 	 	
 	 	 	 	 	
name	J.T.F. van Vondersen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
 	ABN AMRO Bank N.V.	 	 	 	
 	Coolsingel 93	 	 	 	
 	3012 AE Rotterdam	 	 	 	
address	The Netherlands	 	 	 	

21 

 
The Guarantors

Signed and delivered	/s/ John C. Wobensmith	 	
as a deed	signature	
by Baltic Trading Limited	 	
(as Guarantor)	John C. Wobensmith	 	
acting by	print name	 	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Peter Allen	 	 	 	
 	 	 	 	 	
name	Peter Allen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
 	299 Park Avenue	 	 	 	
address	New York, NY 10171	 	 	 	

 	/s/ Apostolos Zafolias	 	
Signed and delivered	signature	 	
as a deed	 	
by Genco Shipping & Trading
Limited	Apostolos Zafolias	
(as New Guarantor)	print name	 	
acting by	 	 	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Peter Allen	 	 	 	
 	 	 	 	 	
name	Peter Allen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	299 Park Avenue	 	 	 	
 	New York, NY 10171	 	 	 	

22 

 
The Pledgor

Signed and delivered	/s/ John C. Wobensmith	 	
as a deed	signature	
by Baltic Trading Limited	 	
(as Pledgor)	John C. Wobensmith	 	
acting by	print name	 	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Peter Allen	 	 	 	
 	 	 	 	 	
name	Peter Allen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	299 Park Avenue	 	 	 	
 	New York, NY 10171	 	 	 	

The Other Borrower

Signed and delivered	/s/ Apostolos Zafolias	 	
as a deed	signature	
by Baltic Hornet Limited	 	
(as Other Borrower)	Apostolos Zafolias	 	
acting by	print name	 	
 	 	
its duly authorised	 	
 	 	
in the presence of:	 	
 	 	
signature	 	 	 	 	
of witness	/s/ Peter Allen	 	 	 	
 	 	 	 	 	
name	Peter Allen	 	 	 	
 	print name of witness	 	 	 	
 	 	 	 	 	
address	299 Park Avenue	 	 	 	
 	New York, NY 10171	 	 	 	

23 

Exhibit 10.18
 
Guarantee and Indemnity
 
Dated 17 July 2015
 
(1)                                  Genco Shipping & Trading Limited
(2)                                  ABN AMRO Capital USA LLC

 

 
Contents

 	 	Page	
 	 	 	
1	Definitions and interpretation	1	
 	 	 	
2	Representations and warranties	4	
 	 	 	
3	Guarantee and indemnity	5	
 	 	 	
4	Preservation of Guarantor’s Liability	6	
 	 	 	
5	Preservation of Finance Parties’ rights	7	
 	 	 	
6	Undertakings	8	
 	 	 	
7	Payments	12	
 	 	 	
8	Currency	13	
 	 	 	
9	Set-Off	14	
 	 	 	
10	Application of Moneys	14	
 	 	 	
11	Partial Invalidity	14	
 	 	 	
12	Further Assurance	15	
 	 	 	
13	Miscellaneous	15	
 	 	 	
14	Notices	15	
 	 	 	
15	Law and Jurisdiction	15	

 
Guarantee and Indemnity
 
Dated: 17 July 2015
 
Between:
 
(1)                                  Genco Shipping & Trading Limited , a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171 (the “ Guarantor ”)
 
In favour of:
 
(2)                                  ABN AMRO Capital USA LLC acting through its office at 100 Park Avenue, 24th Floor, NY 10017, United States of America (the “ Security Agent ”).
 
Whereas:
 
(A)                                Each of the banks listed in schedule 1 to the Loan Agreement (as defined below) (collectively the “ Lenders ”) has agreed to lend to Baltic Hornet Limited (the “ Borrower ”) its participation in a loan not exceeding sixteen million eight hundred thousand Dollars ($16,800,000) (the “ Loan ”) on the terms and subject to the conditions set out in a loan agreement dated 8 October 2014 made between the Borrower (as borrower), the Lenders (as lenders) (the “ Lenders ”), ABN AMRO Capital USA LLC (as mandated lead arranger), ABN AMRO Capital USA L.L.C (as agent)  (the “ Agent ”), the Security Agent (as security agent), ABN AMRO Bank N.V. Singapore Branch as agent for China Export & Credit Insurance Corporation and ABN AMRO Bank N.V. as swap provider (as amended by a supplemental agreement dated [  ] 2015 (the “ Supplemental Agreement ”) and as may be further amended, restated and/or supplemented from time to time, the “ Loan Agreement ”).
 
(B)                                As a conditions precedent to the consent of the Lenders to the request of the Borrower under and pursuant the Supplemental Agreement, the Borrower has, amongst other things, agreed to procure that the Guarantor execute and deliver this Guarantee and Indemnity in favour of the Security Agent as security agent for the Finance Parties.
 
This deed witnesses as follows:
 
1                                          Definitions and interpretation
 
1.1                                In this Guarantee and Indemnity:
 
“ Change of Control ” means:
 
(A)                                in respect of the Guarantor, any time during which and for any reason:
 
(a)                                  there is a sale, lease or transfer of all or substantially all of the Guarantor’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); or
 
(b)                                  there is a liquidation or dissolution of the Guarantor; or
 
1 

 
(c)                                   there is a replacement of a majority of the directors on the board of directors of the Guarantor over a two-year period from the directors who constituted the board of directors of the Guarantor at the beginning of such period and such replacement has not been approved by a vote of at least a majority of the board of directors of the Guarantor then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(d)                                  there is a “change of control” or similar event (however described) in any documentation related to any Financial Indebtedness of the Guarantor or the Group or any member of the Group; or
 
(e)                                   any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than one or more of the Permitted Holders that at any time becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent of the outstanding voting or economic equity interests of the Guarantor; and
 
(B)                                in respect of a Borrower, any time during which and for any reason, the Guarantor fails to own, directly or indirectly, one hundred per cent of the capital stock or other equity interests of that Borrower.
 
“ Collateral ” shall mean all property (whether real or personal) with respect to which any Encumbrance have been granted (or purported to be granted) pursuant to any Security Document.
 
“ Default Rate ” means interest at the rate calculated in accordance with clause 7.8 of the Loan Agreement.
 
“ Dividend ” with respect to any Person shall mean that such Person has declared or paid a dividend or returned any equity capital to its stockholders, partners or members or authorised or made any other distribution, payment or delivery of property (other than common stock or the right to purchase any of such stock of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or partnership or membership interests outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of, or equity interests in, such Person outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to is capital stock or other equity interests).  Without limiting the foregoing, “ Dividends ” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting side of any funds for the foregoing purposes.
 
“ Equity Interests ” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
 
2 

 
designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
 
“ GAAP ” means generally accepted accounting principles in the United States of America.
 
“ Guarantor’s Liabilities ” means all of the liabilities and obligations of the Guarantor to any of the Finance Parties under or pursuant to this Guarantee and Indemnity, from time to time, whether in respect of principal, interest, costs or otherwise and whether present, future, actual or contingent.
 
“ Indebtedness ” means the aggregate from time to time of the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable by the Borrower to any of the Finance Parties under all or any of the Finance Documents.
 
“ Original Financial Statements ” means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2014.
 
“ Permitted Holders ” means (a) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest, (b) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (c) any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) who may at the time of the signing of this Guarantee own, directly or indirectly, beneficially or of record, shares representing more than thirty per cent of the voting or economic equity interests of Guarantor, any affiliate of any such person, and any member of such group or affiliate of such member.
 
“ Quarter Date ” means each of 31 March, 30 June, 30 September and 31 December of each calendar year.
 
“ Registration Rights Agreement ” means the registration rights agreement as of 9 July 2014 by and between the Guarantor and the Holders named therein.
 
“ Shareholder Rights Agreement ” means a shareholder rights agreement substantially similar to that shareholder rights agreement entered into as of 11 April 2007 and made between the Guarantor and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent.
 
1.2                                Unless otherwise specified in this Guarantee and Indemnity, or unless the context otherwise requires, all words and expressions defined in the Loan Agreement shall have the same meaning when used in this Guarantee and Indemnity.
 
1.3                                In this Guarantee and Indemnity:
 
1.3.1                      words denoting the plural number include the singular and vice versa;
 
1.3.2                      words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;
 
3 

 
1.3.3                      references to Clauses are references to clauses of this Guarantee and Indemnity;
 
1.3.4                      references to this Guarantee and Indemnity include the recitals to this Guarantee and Indemnity;
 
1.3.5                      the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Guarantee and Indemnity;
 
1.3.6                      references to any document (including, without limitation, to any of the Finance Documents) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;
 
1.3.7                      references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted; and
 
1.3.8                      references to any Finance Party include its successors, transferees and assignees.
 
2                                          Representations and warranties
 
The Guarantor represents and warrants to the Security Agent at the date of this Guarantee and Indemnity and (by reference to the facts and circumstances then pertaining) on the date of the first day of each Interest Period that:
 
2.1                                all representations and warranties given by the Borrower in the Loan Agreement in respect of the Guarantor and/or this Guarantee and Indemnity are and will remain correct and none of them is or will become misleading; and
 
2.2                                the Guarantor is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has the power to own its assets and to carry on its business as it is being conducted; and
 
2.3                                the Guarantor has the power to enter into and perform this Guarantee and Indemnity and has taken all necessary action to authorise its entry into and performance of this Guarantee and Indemnity; and
 
2.4                                the Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or any part of its assets; and
 
2.5                                this Guarantee and Indemnity constitutes legal, valid, binding and enforceable obligations of the Guarantor; and
 
2.6                                all consents, licences, approvals and authorisations of, or registrations with or declarations to, any governmental authority, bureau or agency which may be required in connection with the entry into, performance, validity or enforceability of this Guarantee and Indemnity have been obtained or made and remain in full force and effect and the Guarantor is not aware of any event or circumstance which could
 
4 

 
reasonably be expected adversely to affect the right of the Guarantor to hold and/or obtain renewal of any such consents, licences, approvals or authorisations; and
 
2.7                                save as disclosed to the Security Agent in writing on or prior to the date of this Guarantee, no litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency which if adversely determined, might reasonably be expected to have a material adverse effect on the business or financial condition of the Guarantor have (to the best of the Guarantor’s knowledge and belief) been started or threatened against the Guarantor; and
 
2.8                                the entry into and performance of this Guarantee and Indemnity will not conflict with the constitutional documents of the Guarantor or any law or regulation or document applicable to, or binding on, the Guarantor or any of its assets; and
 
2.9                                the Guarantor is not required to make any deduction or withholding from any payment which it may be obliged to make to any Finance Party under or pursuant to this Guarantee and Indemnity; and
 
2.10                         under the laws of the jurisdiction of incorporation of the Guarantor, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee and Indemnity that it be filed, recorded or enrolled with any court or other authority in any country or that any stamp, registration or similar tax be paid on or in relation to this Guarantee and Indemnity; and
 
2.11                         the Guarantor is not in breach of, or default under, any agreement of any sort binding on it or on all or any part of its assets which has or is reasonably likely to have a Material Adverse Effect; and
 
2.12                         the Guarantor is not aware of any material facts or circumstances which have not been disclosed to the Security Agent and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by the Loan Agreement available to the Borrower; and
 
2.13                         the Guarantor has received a copy of the Loan Agreement and approves of, and agrees to, the terms and conditions of the Loan Agreement.
 
3                                          Guarantee and indemnity
 
The Guarantor:
 
3.1                                irrevocably and unconditionally guarantees the due and punctual observance and performance by the Borrower of all their obligations under the Finance Documents including, without limitation, the due and punctual payment of each and every part of the Indebtedness in accordance with the terms of the Finance Documents so that, if any of the Indebtedness is not paid when it is due and payable, whether on maturity or otherwise, the Guarantor will, immediately on demand, make such payment to the Security Agent in the manner specified by the Security Agent, together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment; and
 
3.2                                agrees, as a separate and independent obligation, that, if any of the Indebtedness is not recoverable from the Guarantor under Clause 3.1 for any reason, the Guarantor
 
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will be liable as a principal debtor by way of indemnity for the same amount as that for which the Guarantor would have been liable had that Indebtedness been recoverable, and agrees to discharge its liability under this Clause 3.2 by making payment to the Security Agent immediately on demand together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment.
 
4                                          Preservation of Guarantor’s Liability
 
4.1                                This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period.
 
4.2                                Any Finance Party may without the Guarantor’s consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:
 
4.2.1                      amend, vary, novate, or replace any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.2                      agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or
 
4.2.3                      allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or
 
4.2.4                      renew, vary, release or refrain from enforcing any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.5                      compound with any of the other Security Parties; and/or
 
4.2.6                      enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or
 
4.2.7                      do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity.
 
4.3                                The Guarantor’s Liabilities shall not be affected by:
 
4.3.1                      the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor
 
4.3.2                      any security given or payment made to any Finance Party by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor
 
4.3.3                      any change in the constitution of the Guarantor or of any of the other Security Parties or of any Finance Party or the absorption of or amalgamation by any Finance Party in or with any other entity or the acquisition of all or any part of the assets or undertaking of any Finance Party by any other entity; nor
 
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4.3.4                      the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor
 
4.3.5                      any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide any Finance Party with any security, guarantee or indemnity envisaged by the Loan Agreement; nor
 
4.3.6                      any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor
 
4.3.7                      anything which would, but for this provision, have released or reduced the liability of the Guarantor to any Finance Party.
 
4.4                                Any Finance Party may continue the account(s) of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with any Finance Party.
 
5                                          Preservation of Finance Parties’ rights
 
5.1                                This Guarantee and Indemnity is in addition to any other security, guarantee or indemnity now or in the future held by any of the Finance Parties in respect of the Indebtedness, whether from the Borrower, the Guarantor or any other person, and shall not merge with, prejudice or be prejudiced by, any such security, guarantee or indemnity or any contractual or legal right of any of the Finance Parties.
 
5.2                                Any release, settlement, discharge or arrangement relating to the Guarantor’s Liabilities shall be conditional on no payment, assurance or security received by any Finance Party in respect of the Indebtedness being avoided or reduced under any law (whether English or foreign) in force from time to time relating to bankruptcy, insolvency or any (in the opinion of the Security Agent) analogous circumstance, and, after any such avoidance or reduction, each Finance Party shall be entitled to exercise all of its rights, powers, discretions and remedies under or pursuant to this Guarantee and Indemnity and/or any other rights, powers, discretions or remedies which it would otherwise have been entitled to exercise, as if no release, settlement, discharge or arrangement had taken place.
 
5.3                                Following the full payment of the Indebtedness, the Security Agent shall be entitled to retain this Guarantee and Indemnity and any security which it may hold for the Guarantor’s Liabilities until the Security Agent is satisfied in its discretion that no Finance Party will have to make any payment under any law referred to in Clause 5.2.
 
5.4                                Until the expiry of the Facility Period the Guarantor shall not:
 
5.4.1                      be entitled to participate in any sums received by any Finance Party in respect of any of the Indebtedness; nor
 
5.4.2                      be entitled to participate in any security held by any Finance Party in respect of any of the Indebtedness nor stand in the place of, or be subrogated for, any Finance Party in respect of any such security; nor
 
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5.4.3                      take any step to enforce any claim against any of the other Security Parties (or their respective estates or effects), nor claim or exercise any right of set-off or counterclaim against any of the other Security Parties, nor make any claim in the bankruptcy or liquidation of any of the other Security Parties, in respect of any sums paid by the Guarantor to any Finance Party or in respect of any sum which includes the proceeds of realisation of any security at any time held by any Finance Party in respect of any of the Guarantor’s Liabilities; nor
 
5.4.4                      take any steps to enforce any other claim which it may have against any of the other Security Parties without the prior written consent of the Security Agent, and then only on such terms and subject to such conditions as the Security Agent may impose.
 
5.5                                Any Finance Party may, subject to the terms and provisions of the Finance Documents, but shall not be obliged to, resort for its own benefit to any other means of payment at any time and in any order it thinks fit without releasing or reducing the Guarantor’s Liabilities.
 
5.6                                Any Finance Party may enforce this Guarantee and Indemnity either before or after resorting to any other means of payment without entitling the Guarantor to any benefit from or share in any such other means of payment until the expiry of the Facility Period.
 
5.7                                The Guarantor agrees that it is, and will throughout the Facility Period remain, a principal debtor in respect of the Guarantor’s Liabilities.
 
5.8                                No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Guarantee and Indemnity shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Guarantee and Indemnity are cumulative and not exclusive of any rights or remedies provided by law.
 
6                                          Undertakings
 
6.1                                The Guarantor shall pay to the Security Agent on demand on a full indemnity basis all costs and expenses incurred by any Finance Party in or about or incidental to the exercise by it of its rights under this Guarantee and Indemnity, together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment, which interest shall be compounded with the amount demanded at the end of such periods as the Security Agent may reasonably select.
 
6.2                                The Guarantor has not taken, and will not take without the prior written consent of the Security Agent (and then only on such terms and subject to such conditions as the Security Agent may impose), any security from any of the other Security Parties in connection with this Guarantee and Indemnity, and any security taken by the Guarantor notwithstanding this Clause shall be held by the Guarantor in trust for the Finance Parties absolutely as a continuing security for the Guarantor’s Liabilities.
 
8 

 
6.3                                The Guarantor will observe and perform any and all covenants and undertakings in the Loan Agreement whose observance and performance by the Guarantor the Borrower has undertaken to procure.
 
6.4                                The Guarantor shall without the consent of the Security Agent be permitted to:
 
6.4.1                      create or permit to arise any Encumbrance or other third party rights over any of its present or future assets or undertaking;
 
6.4.2                      transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions and whether related or not;
 
6.4.3                      declare or pay any Dividends or make any distribution;
 
6.4.4                      create, incur, assume or suffer to exist any indebtedness; and
 
6.4.5                      directly or indirectly lend money or make available credit or advance funds to any person or purchase or acquire any Equity Interests or make any capital contributions,
 
Provided that (a) no Event of Default has occurred and is continuing and the Guarantor is in compliance with its financial covenants contained in Clause 6.8 and the Borrower is in compliance with all the covenants contained in Clause 12 of the Loan Agreement and (b) the Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Shareholder Rights Agreement and which are convertible into other securities set out in the Shareholder Rights Agreement) as contemplated by the Shareholder Rights Agreement.
 
The foregoing proviso shall not restrict the Guarantor from allowing any Permitted Encumbrance to arise and such Permitted Encumbrance shall not require the prior written consent of the Security Agent.
 
6.5                                The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, its audited consolidated (so as to include inter alia the Borrower and Baltic Trading Limited and its Subsidiaries) financial statements for that financial year (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 6.8.  Each set of financial statements:
 
6.5.1                      shall be certified by a director or officer of the Guarantor as fairly representing its financial condition as at the date at which those financial statements were drawn up; and
 
6.5.2                      shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, the Guarantor notifies the Security Agent that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor’s auditors deliver to the Security Agent:
 
9 

 
(a)                                  a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and
 
(b)                                  sufficient information, in form and substance as may be reasonably required by the Security Agent, to enable the Security Agent to make an accurate comparison between the financial position indicated in those financial statements and that indicated in the Original Financial Statements.
 
6.6                                The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within forty five (45) days after the end of each quarter during each of its financial years, its unaudited quarterly consolidated (so as to include inter alia the Borrower and Baltic Trading Limited and its Subsidiaries) financial statements for that quarter (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 6.8 as at the date as at which those financial statements were drawn up.
 
6.7                                The Guarantor shall supply to the Security Agent:
 
6.7.1                      all documents which could reasonably be expected to have a material effect on the business, assets, financial creditworthiness of the Guarantor or the ability of the Guarantor to perform its obligations under any Finance Document to which it is a party, which are dispatched by the Guarantor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched.  For the avoidance of doubt, this obligation does not include circulars to shareholders of a routine and non-material nature; and
 
6.7.2                      promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Security Party, and which (a) might, if adversely determined, have a materially adverse effect on the business, assets, financial condition or credit worthiness of that Security Party and (b) exceed the amount of two million Dollars ($2,000,000) in respect of the Guarantor and five hundred thousand Dollars ($500,000) in respect of the Borrower; and
 
6.7.3                      promptly, such further information regarding the financial condition, business and operations of any of the Security Parties as the Security Agent may reasonably request including, without limitation, cash flow analyses, quarterly reports on the financial and operating performance of the Vessel and the Other Vessel, in form and substance satisfactory to the Security Agent.
 
6.8                                The Guarantor shall at all times during the Facility Period:-
 
(a)                                  maintain cash and Cash Equivalents (including available but undrawn working capital lines) in an amount of not less than seven
 
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hundred and fifty thousand Dollars ($750,000) per Fleet Vessel; and
 
(b)                                  not permit its maximum Leverage to exceed seventy per cent (70%); and
 
(c)                                   not permit its Consolidated Net Worth to be less than the Minimum Consolidated Net Worth,
 
which covenants shall be tested upon receipt of the interim financial statements delivered to the Agent pursuant to Clause 6.6 for a period ending on each Quarter Date.
 
6.9                                In the event that any member of the Group enters into a loan facility with other lenders or financial institutions on terms and conditions such that any financial covenants analogous to those covenants in Clause 6.8 are, to the Agent’s opinion, on more favourable terms to those lenders or financial institutions, the Guarantor shall provide the same terms and conditions to the Finance Parties on the terms and conditions to be agreed between the Agent (acting on the instructions of the Lenders) and the Guarantor.
 
6.10
 
6.10.1               Other than in compliance with Clause 6.10.2, the Guarantor will not, and will not permit the Borrower to, amend, modify or change its certificate of incorporation, certificate of formation (including, without limitation, by the filing or modification of any certificate of designation), By-Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents) or any agreement entered into by it with respect to its capital stock or membership interests (or equivalent equity interests), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than the Shareholder Rights Agreement or the Registration Rights Agreement or any amendments, modifications or changes or any such new agreements which are not in any way materially adverse to the interests of the Lenders.
 
6.10.2               Other than the Merger (as defined in the Supplemental Agreement), the Guarantor shall not, without the prior written consent of the Agent and Sinosure, enter into any amalgamation, demerger, merger or corporate reconstruction that may (in the sole determination of the Agent acting reasonably) adversely impact the Guarantor’s ability to perform its obligations under the Finance Documents.
 
6.10.3               Notwithstanding the foregoing provisions of this Clause 6.10, upon not less than 30 days prior written notice to the Agent and so long as no Default or Event of Default exists and is continuing, the Borrower may, subject to the Agent’s consent (x) change its jurisdiction of organization to another jurisdiction and (y) change its form of organisation to another form, in each case to the extent satisfactory to the Agent, provided that, the Borrower shall promptly take all actions reasonably deemed necessary by the Security Agent to preserve, protect and maintain, without interruption, the security interest and Encumbrance of the Security Agent in any Collateral owned by
 
11 

 
the Borrower to the satisfaction of the Security Agent, and the Borrower shall have provided to the Agent and the Lenders such opinions of counsel as may be reasonably requested by the Agent to assure itself that the conditions of this proviso have been satisfied.
 
6.11                         The Guarantor will not engage in any business other than the businesses in which it is engaged in as of the date of the Loan Agreement and activities directly related thereto, and similar or related businesses; the Guarantor will not (i) be engaged in (A) the retailing, wholesaling, trading or importing of goods or services for or with residents of the Republic of the Marshall Islands; (B) any extractive industry in the Republic of Marshall Islands; (C) any regulated professional service activity in the Republic of the Marshall Islands; (D) the export of any commodity or goods manufactured, processed, mined or made in the Republic of the Marshall Islands; or (E) the ownership of real property in the Republic of the Marshall Islands; and (ii) do business in the Republic of the Marshall Islands except that the Guarantor and their Subsidiaries may (A) have its registered office in the Republic of the Marshall Islands and maintain its registered agent in the Republic of the Marshall Islands as required by the provisions of the Associations Law of 1990 of the Republic of the Marshall Islands, as amended; and (B) secure and maintain registry in the Republic of the Marshall Islands solely related to the operation or disposition of any vessel outside of the Republic of the Marshall Islands.
 
6.12                         There shall be no Change of Control of the Guarantor.
 
7                                          Payments
 
7.1                                All amounts payable by the Guarantor under or pursuant to this Guarantee and Indemnity shall be paid to such accounts at such banks as the Security Agent may from time to time direct to the Guarantor in the relevant currency in same day funds for immediate value.  Payment shall be deemed to have been received on the date on which the Security Agent receives authenticated advice of receipt, unless that advice is received by the Security Agent on a day other than a Business Day or at a time of day (whether on a Business Day or not) when the Security Agent in its discretion considers that it is impossible or impracticable to utilise the amount received for value that same day, in which event the payment in question shall be deemed to have been received on the Business Day next following the date of receipt of advice by the Security Agent.
 
7.2                                All payments to be made by the Guarantor pursuant to this Guarantee and Indemnity shall, subject only to Clause 7.3, be made free and clear of and without deduction for or on account of any taxes or other deductions, withholdings, restrictions, conditions, set-offs or counterclaims of any nature.
 
7.3                                If at any time any law requires (or is interpreted to require) the Guarantor to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Guarantor will promptly notify the Security Agent and, simultaneously with making that payment, will pay whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, each
 
12 

 
relevant Finance Party receives a net sum equal to the sum which it would have received had no deduction or withholding been made.
 
7.4                                If at any time the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to this Guarantee and Indemnity, the Guarantor will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Security Agent an original receipt issued by the relevant authority, or other evidence acceptable to the Security Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld.
 
7.5                                If the Guarantor pays any additional amount under Clause 7.3, and a Finance Party subsequently receives a refund or allowance from any tax authority which that Finance Party identifies as being referable to that increased amount so paid by the Guarantor, that Finance Party shall, as soon as reasonably practicable, pay to the Guarantor an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the relevant deduction or withholding not been required to have been made.  Nothing in this Clause 7.5 shall be interpreted as imposing any obligation on any Finance Party to apply for any refund or allowance nor as restricting in any way the manner in which any Finance Party organises its tax affairs, nor as imposing on any Finance Party any obligation to disclose to the Guarantor any information regarding its tax affairs or tax computations.
 
7.6                                Any certificate or statement signed by an authorised signatory of the Security Agent purporting to show the amount of the Indebtedness or of the Guarantor’s Liabilities (or any part of any of them) or any other amount referred to in any of the Finance Documents shall, save for manifest error or on any question of law, be conclusive evidence as against the Guarantor of that amount.
 
8                                          Currency
 
8.1                                The Guarantor’s liability under this Guarantee and Indemnity is to discharge the Indebtedness in the currency in which it is expressed to be payable (the “ Agreed Currency ”).
 
8.2                                If at any time any Finance Party receives (including by way of set-off) any payment by or on behalf of the Guarantor in a currency other than the Agreed Currency, that payment shall take effect as a payment to that Finance Party of the amount in the Agreed Currency which that Finance Party is able to purchase (after deduction of any relevant costs) with the amount of the payment so received in accordance with its usual practice.
 
8.3                                To the extent that any payment to any Finance Party (whether by the Guarantor or any other person and whether under any judgment or court order or otherwise) in a currency other than the Agreed Currency shall on actual conversion into the Agreed Currency fall short of the relevant amount of the Indebtedness expressed in the Agreed Currency, then the Guarantor as a separate and independent obligation will indemnify that Finance Party against the shortfall.
 
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9                                          Set-Off
 
9.1                                The Guarantor irrevocably authorises each Finance Party at any time to set off without notice any sums then due and payable by the Guarantor to that Finance Party under this Guarantee and Indemnity (irrespective of the branch or office, currency or place of payment) against any credit balance from time to time standing on any account of the Guarantor (whether current or otherwise, whether or not subject to notice and whether or not that credit balance is then due to the Guarantor) with any branch of that Finance Party in or towards satisfaction of the Guarantor’s Liabilities and, in the name of that Finance Party or the Guarantor, to do all acts (including, without limitation, purchasing or converting or exchanging any currency) which may be required to effect such set-off.
 
9.2                                Despite any term to the contrary in relation to any deposit or credit balance at any time on any account of the Guarantor with any Finance Party, no such deposit or credit balance shall be repayable or capable of being assigned, mortgaged, charged or otherwise disposed of or dealt with by the Guarantor until the Guarantor’s Liabilities have been discharged in full, but each Finance Party may from time to time permit the withdrawal of all or any part of any such deposit or balance without affecting the continued application of this Clause.
 
10                                   Application of Moneys
 
10.1                         All sums which any Finance Party (other than the Security Agent) receives (including by way of set-off) under or in connection with this Guarantee and Indemnity, otherwise than by payment from the Security Agent, shall be paid to the Security Agent immediately on receipt, and that payment to the Security Agent shall be deemed to have been made by the Guarantor rather than by the receiving Finance Party.
 
10.2                         All sums which the Security Agent receives under or in connection with this Guarantee and Indemnity shall, unless otherwise agreed by the Security Agent or otherwise provided in the Loan Agreement, be applied by the Security Agent in or towards satisfaction of, or retention on account for, the Guarantor’s Liabilities in such manner as the Security Agent may in its discretion determine.
 
10.3                         The Security Agent may place any money received by it under or in connection with this Guarantee and Indemnity to the credit of a suspense account on such terms and subject to such conditions as the Security Agent may in its discretion determine for so long as the Security Agent thinks fit without any obligation in the meantime to apply that money in or towards discharge of the Indebtedness, and, despite such payment, the Security Agent may claim against any of the other Security Parties or prove in the bankruptcy, liquidation or insolvency of any of the other Security Parties for the whole of the Indebtedness at the date of the Security Agent’s demand for payment pursuant to this Guarantee and Indemnity, together with all interest, commission, charges and expenses accruing subsequently.
 
11                                   Partial Invalidity
 
If, at any time, any provision of this Guarantee and Indemnity is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
 
14 

 
or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
12                                   Further Assurance
 
The Guarantor agrees that from time to time on the written request of the Security Agent it will immediately execute and deliver to the Security Agent all further documents which the Security Agent may require for the purpose of perfecting or protecting the security intended to be created by this Guarantee and Indemnity.
 
13                                   Miscellaneous
 
13.1                         All the covenants and agreements of the Guarantor in this Guarantee and Indemnity shall bind the Guarantor and its successors and permitted assignees and shall inure to the benefit of the Finance Parties and their respective successors, transferees and assignees.
 
13.2                         The representations and warranties on the part of the Guarantor contained in this Guarantee and Indemnity shall survive the execution of this Guarantee and Indemnity.
 
13.3                         No variation or amendment of this Guarantee and Indemnity shall be valid unless in writing and signed on behalf of the Guarantor and the Security Agent.
 
13.4                         Other than the Finance Parties, a person who is not a party to this Guarantee and Indemnity has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee and Indemnity.
 
14                                   Notices
 
The provisions of clause 18 of the Loan Agreement shall apply (mutatis mutandis) to this Guarantee and Indemnity as if it were set out in full with references to this Guarantee and Indemnity substituted for references to the Loan Agreement and with references to the Guarantor substituted for references to the Borrower.
 
15                                   Law and Jurisdiction
 
15.1                         This Guarantee and Indemnity and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.
 
15.2                         For the exclusive benefit of the Security Agent, the Guarantor irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute (a) arising from or in connection with this Guarantee and Indemnity or (b) relating to any non-contractual obligations arising from or in connection with this Guarantee and Indemnity and that any proceedings may be brought in those courts.
 
15.3                         Nothing contained in this Clause shall limit the right of the Security Agent to commence any proceedings against the Guarantor in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Guarantor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
 
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15.4                         The Guarantor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
 
15.5                         Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:
 
15.5.1               irrevocably appoints WFW Legal Services Limited present of 15 Appold Street, London EC2A 2HB, England as its agent for service of process in relation to any proceedings before the English courts; and
 
15.5.2               agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concerned.
 
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In witness of which this Guarantee and Indemnity has been duly executed and delivered as a deed the day and year first before written.

Signed and Delivered	 	 	
as a Deed	 	/s/ Apostolos Zafolias	
by Genco Shipping & Trading Limited	 	 	
acting by	 	 	
its duly authorised	 	 	
in the presence of:	 	 	

signature	 	 	 	
of witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
address	299 Park Avenue	 	 	
 	New York, NY 10171	 	 	
 
17 

Exhibit 10.19
 
Guarantee and Indemnity
 
Dated 17 July 2015
 
(1)                                           Genco Shipping & Trading Limited
 
(2)                                           ABN AMRO Capital USA LLC

 

 
Contents

 	 	Page	
 	 	 	
1	Definitions and interpretation	1	
 	 	 	
2	Representations and warranties	4	
 	 	 	
3	Guarantee and indemnity	5	
 	 	 	
4	Preservation of Guarantor’s Liability	6	
 	 	 	
5	Preservation of Finance Parties’ rights	7	
 	 	 	
6	Undertakings	8	
 	 	 	
7	Payments	12	
 	 	 	
8	Currency	13	
 	 	 	
9	Set-Off	14	
 	 	 	
10	Application of Moneys	14	
 	 	 	
11	Partial Invalidity	14	
 	 	 	
12	Further Assurance	15	
 	 	 	
13	Miscellaneous	15	
 	 	 	
14	Notices	15	
 	 	 	
15	Law and Jurisdiction	15	

 
Guarantee and Indemnity
 
Dated: 17 July 2015
 
Between:
 
(1)                                           Genco Shipping & Trading Limited , a corporation incorporated under the laws of the Republic of the Marshall Islands whose principal place of business is at 299 Park Avenue, 12 th  Floor, New York, New York 10171 (the “ Guarantor ”)
 
In favour of:
 
(2)                                           ABN AMRO Capital USA LLC acting through its office at 100 Park Avenue, 24th Floor, NY 10017, United States of America (the “ Security Agent ”).
 
Whereas:
 
(A)                                         Each of the banks listed in schedule 1 to the Loan Agreement (as defined below) (collectively the “ Lenders ”) has agreed to lend to Baltic Wasp Limited (the “ Borrower ”) its participation in a loan not exceeding sixteen million eight hundred thousand Dollars ($16,800,000) (the “ Loan ”) on the terms and subject to the conditions set out in a loan agreement dated 8 October 2014 made between the Borrower (as borrower), the Lenders (as lenders) (the “ Lenders ”), ABN AMRO Capital USA LLC (as mandated lead arranger), ABN AMRO Capital USA L.L.C (as agent)  (the “ Agent ”), the Security Agent (as security agent), ABN AMRO Bank N.V. Singapore Branch as agent for China Export & Credit Insurance Corporation and ABN AMRO Bank N.V. as swap provider (as amended by a supplemental agreement dated [  ] 2015 (the “ Supplemental Agreement ”) and as may be further amended, restated and/or supplemented from time to time, the “ Loan Agreement ”).
 
(B)                                         As a conditions precedent to the consent of the Lenders to the request of the Borrower under and pursuant the Supplemental Agreement, the Borrower has, amongst other things, agreed to procure that the Guarantor execute and deliver this Guarantee and Indemnity in favour of the Security Agent as security agent for the Finance Parties.
 
This deed witnesses as follows:
 
1                                                   Definitions and interpretation
 
1.1                                         In this Guarantee and Indemnity:
 
“ Change of Control ” means:
 
(A)                                         in respect of the Guarantor, any time during which and for any reason:
 
(a)                                           there is a sale, lease or transfer of all or substantially all of the Guarantor’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act); or
 
(b)                                           there is a liquidation or dissolution of the Guarantor; or
 
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(c)                                            there is a replacement of a majority of the directors on the board of directors of the Guarantor over a two-year period from the directors who constituted the board of directors of the Guarantor at the beginning of such period and such replacement has not been approved by a vote of at least a majority of the board of directors of the Guarantor then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved; or
 
(d)                                           there is a “change of control” or similar event (however described) in any documentation related to any Financial Indebtedness of the Guarantor or the Group or any member of the Group; or
 
(e)                                            any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than one or more of the Permitted Holders that at any time becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent of the outstanding voting or economic equity interests of the Guarantor; and
 
(B)                                        in respect of a Borrower, any time during which and for any reason, the Guarantor fails to own, directly or indirectly, one hundred per cent of the capital stock or other equity interests of that Borrower.
 
“ Collateral ” shall mean all property (whether real or personal) with respect to which any Encumbrance have been granted (or purported to be granted) pursuant to any Security Document.
 
“ Default Rate ” means interest at the rate calculated in accordance with clause 7.8 of the Loan Agreement.
 
“ Dividend ” with respect to any Person shall mean that such Person has declared or paid a dividend or returned any equity capital to its stockholders, partners or members or authorised or made any other distribution, payment or delivery of property (other than common stock or the right to purchase any of such stock of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or partnership or membership interests outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of, or equity interests in, such Person outstanding on or after the date of the Loan Agreement (or any options or warrants issued by such Person with respect to is capital stock or other equity interests).  Without limiting the foregoing, “ Dividends ” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting side of any funds for the foregoing purposes.
 
“ Equity Interests ” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
 
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designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
 
“ GAAP ” means generally accepted accounting principles in the United States of America.
 
“ Guarantor’s Liabilities ” means all of the liabilities and obligations of the Guarantor to any of the Finance Parties under or pursuant to this Guarantee and Indemnity, from time to time, whether in respect of principal, interest, costs or otherwise and whether present, future, actual or contingent.
 
“ Indebtedness ” means the aggregate from time to time of the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable by the Borrower to any of the Finance Parties under all or any of the Finance Documents.
 
“ Original Financial Statements ” means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2014.
 
“ Permitted Holders ” means (a) Mr. Peter Georgiopoulos (including his immediate family members and trusts to which he or such family members hold a beneficial interest, (b) any corporation or any other entity directly or indirectly controlled by Mr. Peter Georgiopoulos and (c) any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) who may at the time of the signing of this Guarantee own, directly or indirectly, beneficially or of record, shares representing more than thirty per cent of the voting or economic equity interests of Guarantor, any affiliate of any such person, and any member of such group or affiliate of such member.
 
“ Quarter Date ” means each of 31 March, 30 June, 30 September and 31 December of each calendar year.
 
“ Registration Rights Agreement ” means the registration rights agreement as of 9 July 2014 by and between the Guarantor and the Holders named therein.
 
“ Shareholder Rights Agreement ” means a shareholder rights agreement substantially similar to that shareholder rights agreement entered into as of 11 April 2007 and made between the Guarantor and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent.
 
1.2                                         Unless otherwise specified in this Guarantee and Indemnity, or unless the context otherwise requires, all words and expressions defined in the Loan Agreement shall have the same meaning when used in this Guarantee and Indemnity.
 
1.3                                         In this Guarantee and Indemnity:
 
1.3.1                               words denoting the plural number include the singular and vice versa;
 
1.3.2                               words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;
 
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1.3.3                               references to Clauses are references to clauses of this Guarantee and Indemnity;
 
1.3.4                               references to this Guarantee and Indemnity include the recitals to this Guarantee and Indemnity;
 
1.3.5                               the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Guarantee and Indemnity;
 
1.3.6                               references to any document (including, without limitation, to any of the Finance Documents) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;
 
1.3.7                               references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted; and
 
1.3.8                               references to any Finance Party include its successors, transferees and assignees.
 
2                                                   Representations and warranties
 
The Guarantor represents and warrants to the Security Agent at the date of this Guarantee and Indemnity and (by reference to the facts and circumstances then pertaining) on the date of the first day of each Interest Period that:
 
2.1                                         all representations and warranties given by the Borrower in the Loan Agreement in respect of the Guarantor and/or this Guarantee and Indemnity are and will remain correct and none of them is or will become misleading; and
 
2.2                                         the Guarantor is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has the power to own its assets and to carry on its business as it is being conducted; and
 
2.3                                         the Guarantor has the power to enter into and perform this Guarantee and Indemnity and has taken all necessary action to authorise its entry into and performance of this Guarantee and Indemnity; and
 
2.4                                         the Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or any part of its assets; and
 
2.5                                         this Guarantee and Indemnity constitutes legal, valid, binding and enforceable obligations of the Guarantor; and
 
2.6                                         all consents, licences, approvals and authorisations of, or registrations with or declarations to, any governmental authority, bureau or agency which may be required in connection with the entry into, performance, validity or enforceability of this Guarantee and Indemnity have been obtained or made and remain in full force and effect and the Guarantor is not aware of any event or circumstance which could
 
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reasonably be expected adversely to affect the right of the Guarantor to hold and/or obtain renewal of any such consents, licences, approvals or authorisations; and
 
2.7                                         save as disclosed to the Security Agent in writing on or prior to the date of this Guarantee, no litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency which if adversely determined, might reasonably be expected to have a material adverse effect on the business or financial condition of the Guarantor have (to the best of the Guarantor’s knowledge and belief) been started or threatened against the Guarantor; and
 
2.8                                         the entry into and performance of this Guarantee and Indemnity will not conflict with the constitutional documents of the Guarantor or any law or regulation or document applicable to, or binding on, the Guarantor or any of its assets; and
 
2.9                                         the Guarantor is not required to make any deduction or withholding from any payment which it may be obliged to make to any Finance Party under or pursuant to this Guarantee and Indemnity; and
 
2.10                                  under the laws of the jurisdiction of incorporation of the Guarantor, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee and Indemnity that it be filed, recorded or enrolled with any court or other authority in any country or that any stamp, registration or similar tax be paid on or in relation to this Guarantee and Indemnity; and
 
2.11                                  the Guarantor is not in breach of, or default under, any agreement of any sort binding on it or on all or any part of its assets which has or is reasonably likely to have a Material Adverse Effect; and
 
2.12                                  the Guarantor is not aware of any material facts or circumstances which have not been disclosed to the Security Agent and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by the Loan Agreement available to the Borrower; and
 
2.13                                  the Guarantor has received a copy of the Loan Agreement and approves of, and agrees to, the terms and conditions of the Loan Agreement.
 
3                                                   Guarantee and indemnity
 
The Guarantor:
 
3.1                                         irrevocably and unconditionally guarantees the due and punctual observance and performance by the Borrower of all their obligations under the Finance Documents including, without limitation, the due and punctual payment of each and every part of the Indebtedness in accordance with the terms of the Finance Documents so that, if any of the Indebtedness is not paid when it is due and payable, whether on maturity or otherwise, the Guarantor will, immediately on demand, make such payment to the Security Agent in the manner specified by the Security Agent, together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment; and
 
3.2                                         agrees, as a separate and independent obligation, that, if any of the Indebtedness is not recoverable from the Guarantor under Clause 3.1 for any reason, the Guarantor
 
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will be liable as a principal debtor by way of indemnity for the same amount as that for which the Guarantor would have been liable had that Indebtedness been recoverable, and agrees to discharge its liability under this Clause 3.2 by making payment to the Security Agent immediately on demand together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment.
 
4                                                   Preservation of Guarantor’s Liability
 
4.1                                         This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period.
 
4.2                                         Any Finance Party may without the Guarantor’s consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:
 
4.2.1                               amend, vary, novate, or replace any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.2                               agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or
 
4.2.3                               allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or
 
4.2.4                               renew, vary, release or refrain from enforcing any of the Finance Documents (other than this Guarantee and Indemnity); and/or
 
4.2.5                               compound with any of the other Security Parties; and/or
 
4.2.6                               enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or
 
4.2.7                               do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity.
 
4.3                                         The Guarantor’s Liabilities shall not be affected by:
 
4.3.1                               the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor
 
4.3.2                               any security given or payment made to any Finance Party by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor
 
4.3.3                               any change in the constitution of the Guarantor or of any of the other Security Parties or of any Finance Party or the absorption of or amalgamation by any Finance Party in or with any other entity or the acquisition of all or any part of the assets or undertaking of any Finance Party by any other entity; nor
 
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4.3.4                               the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor
 
4.3.5                               any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide any Finance Party with any security, guarantee or indemnity envisaged by the Loan Agreement; nor
 
4.3.6                               any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor
 
4.3.7                               anything which would, but for this provision, have released or reduced the liability of the Guarantor to any Finance Party.
 
4.4                                         Any Finance Party may continue the account(s) of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with any Finance Party.
 
5                                                   Preservation of Finance Parties’ rights
 
5.1                                         This Guarantee and Indemnity is in addition to any other security, guarantee or indemnity now or in the future held by any of the Finance Parties in respect of the Indebtedness, whether from the Borrower, the Guarantor or any other person, and shall not merge with, prejudice or be prejudiced by, any such security, guarantee or indemnity or any contractual or legal right of any of the Finance Parties.
 
5.2                                         Any release, settlement, discharge or arrangement relating to the Guarantor’s Liabilities shall be conditional on no payment, assurance or security received by any Finance Party in respect of the Indebtedness being avoided or reduced under any law (whether English or foreign) in force from time to time relating to bankruptcy, insolvency or any (in the opinion of the Security Agent) analogous circumstance, and, after any such avoidance or reduction, each Finance Party shall be entitled to exercise all of its rights, powers, discretions and remedies under or pursuant to this Guarantee and Indemnity and/or any other rights, powers, discretions or remedies which it would otherwise have been entitled to exercise, as if no release, settlement, discharge or arrangement had taken place.
 
5.3                                         Following the full payment of the Indebtedness, the Security Agent shall be entitled to retain this Guarantee and Indemnity and any security which it may hold for the Guarantor’s Liabilities until the Security Agent is satisfied in its discretion that no Finance Party will have to make any payment under any law referred to in Clause 5.2.
 
5.4                                         Until the expiry of the Facility Period the Guarantor shall not:
 
5.4.1                               be entitled to participate in any sums received by any Finance Party in respect of any of the Indebtedness; nor
 
5.4.2                               be entitled to participate in any security held by any Finance Party in respect of any of the Indebtedness nor stand in the place of, or be subrogated for, any Finance Party in respect of any such security; nor
 
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5.4.3                               take any step to enforce any claim against any of the other Security Parties (or their respective estates or effects), nor claim or exercise any right of set-off or counterclaim against any of the other Security Parties, nor make any claim in the bankruptcy or liquidation of any of the other Security Parties, in respect of any sums paid by the Guarantor to any Finance Party or in respect of any sum which includes the proceeds of realisation of any security at any time held by any Finance Party in respect of any of the Guarantor’s Liabilities; nor
 
5.4.4                               take any steps to enforce any other claim which it may have against any of the other Security Parties without the prior written consent of the Security Agent, and then only on such terms and subject to such conditions as the Security Agent may impose.
 
5.5                                         Any Finance Party may, subject to the terms and provisions of the Finance Documents, but shall not be obliged to, resort for its own benefit to any other means of payment at any time and in any order it thinks fit without releasing or reducing the Guarantor’s Liabilities.
 
5.6                                         Any Finance Party may enforce this Guarantee and Indemnity either before or after resorting to any other means of payment without entitling the Guarantor to any benefit from or share in any such other means of payment until the expiry of the Facility Period.
 
5.7                                         The Guarantor agrees that it is, and will throughout the Facility Period remain, a principal debtor in respect of the Guarantor’s Liabilities.
 
5.8                                         No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Guarantee and Indemnity shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Guarantee and Indemnity are cumulative and not exclusive of any rights or remedies provided by law.
 
6                                                   Undertakings
 
6.1                                         The Guarantor shall pay to the Security Agent on demand on a full indemnity basis all costs and expenses incurred by any Finance Party in or about or incidental to the exercise by it of its rights under this Guarantee and Indemnity, together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment, which interest shall be compounded with the amount demanded at the end of such periods as the Security Agent may reasonably select.
 
6.2                                         The Guarantor has not taken, and will not take without the prior written consent of the Security Agent (and then only on such terms and subject to such conditions as the Security Agent may impose), any security from any of the other Security Parties in connection with this Guarantee and Indemnity, and any security taken by the Guarantor notwithstanding this Clause shall be held by the Guarantor in trust for the Finance Parties absolutely as a continuing security for the Guarantor’s Liabilities.
 
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6.3                                         The Guarantor will observe and perform any and all covenants and undertakings in the Loan Agreement whose observance and performance by the Guarantor the Borrower has undertaken to procure.
 
6.4                                         The Guarantor shall without the consent of the Security Agent be permitted to:
 
6.4.1                               create or permit to arise any Encumbrance or other third party rights over any of its present or future assets or undertaking;
 
6.4.2                               transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions and whether related or not;
 
6.4.3                               declare or pay any Dividends or make any distribution;
 
6.4.4                               create, incur, assume or suffer to exist any indebtedness; and
 
6.4.5                               directly or indirectly lend money or make available credit or advance funds to any person or purchase or acquire any Equity Interests or make any capital contributions,
 
Provided that (a) no Event of Default has occurred and is continuing and the Guarantor is in compliance with its financial covenants contained in Clause 6.8 and the Borrower is in compliance with all the covenants contained in Clause 12 of the Loan Agreement and (b) the Guarantor may authorise, declare and distribute a dividend of Rights (as such term is defined in the Shareholder Rights Agreement and which are convertible into other securities set out in the Shareholder Rights Agreement) as contemplated by the Shareholder Rights Agreement.
 
The foregoing proviso shall not restrict the Guarantor from allowing any Permitted Encumbrance to arise and such Permitted Encumbrance shall not require the prior written consent of the Security Agent.
 
6.5                                         The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, its audited consolidated (so as to include inter alia the Borrower and Baltic Trading Limited and its Subsidiaries) financial statements for that financial year (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 6.8.  Each set of financial statements:
 
6.5.1                               shall be certified by a director or officer of the Guarantor as fairly representing its financial condition as at the date at which those financial statements were drawn up; and
 
6.5.2                               shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, the Guarantor notifies the Security Agent that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor’s auditors deliver to the Security Agent:
 
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(a)                                           a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and
 
(b)                                           sufficient information, in form and substance as may be reasonably required by the Security Agent, to enable the Security Agent to make an accurate comparison between the financial position indicated in those financial statements and that indicated in the Original Financial Statements.
 
6.6                                         The Guarantor shall supply to the Security Agent as soon as the same become available, but in any event within forty five (45) days after the end of each quarter during each of its financial years, its unaudited quarterly consolidated (so as to include inter alia the Borrower and Baltic Trading Limited and its Subsidiaries) financial statements for that quarter (such financial statements to be supplemented by updated details of all off-balance sheet and time charter hire commitments in respect of the Vessel and the Other Vessel), together with a Compliance Certificate, signed by the Chief Financial Officer of the Guarantor, setting out (in reasonable detail) computations as to compliance with Clause 6.8 as at the date as at which those financial statements were drawn up.
 
6.7                                         The Guarantor shall supply to the Security Agent:
 
6.7.1                               all documents which could reasonably be expected to have a material effect on the business, assets, financial creditworthiness of the Guarantor or the ability of the Guarantor to perform its obligations under any Finance Document to which it is a party, which are dispatched by the Guarantor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched.  For the avoidance of doubt, this obligation does not include circulars to shareholders of a routine and non-material nature; and
 
6.7.2                               promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Security Party, and which (a) might, if adversely determined, have a materially adverse effect on the business, assets, financial condition or credit worthiness of that Security Party and (b) exceed the amount of two million Dollars ($2,000,000) in respect of the Guarantor and five hundred thousand Dollars ($500,000) in respect of the Borrower; and
 
6.7.3                               promptly, such further information regarding the financial condition, business and operations of any of the Security Parties as the Security Agent may reasonably request including, without limitation, cash flow analyses, quarterly reports on the financial and operating performance of the Vessel and the Other Vessel, in form and substance satisfactory to the Security Agent.
 
6.8                                         The Guarantor shall at all times during the Facility Period:-
 
(a)                                           maintain cash and Cash Equivalents (including available but undrawn working capital lines) in an amount of not less than seven
 
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hundred and fifty thousand Dollars ($750,000) per Fleet Vessel; and
 
(b)                                           not permit its maximum Leverage to exceed seventy per cent (70%); and
 
(c)                                            not permit its Consolidated Net Worth to be less than the Minimum Consolidated Net Worth,
 
which covenants shall be tested upon receipt of the interim financial statements delivered to the Agent pursuant to Clause 6.6 for a period ending on each Quarter Date.
 
6.9                                         In the event that any member of the Group enters into a loan facility with other lenders or financial institutions on terms and conditions such that any financial covenants analogous to those covenants in Clause 6.8 are, to the Agent’s opinion, on more favourable terms to those lenders or financial institutions, the Guarantor shall provide the same terms and conditions to the Finance Parties on the terms and conditions to be agreed between the Agent (acting on the instructions of the Lenders) and the Guarantor.
 
6.10
 
6.10.1                        Other than in compliance with Clause 6.10.2, the Guarantor will not, and will not permit the Borrower to, amend, modify or change its certificate of incorporation, certificate of formation (including, without limitation, by the filing or modification of any certificate of designation), By-Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents) or any agreement entered into by it with respect to its capital stock or membership interests (or equivalent equity interests), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than the Shareholder Rights Agreement or the Registration Rights Agreement or any amendments, modifications or changes or any such new agreements which are not in any way materially adverse to the interests of the Lenders.
 
6.10.2                        Other than the Merger (as defined in the Supplemental Agreement), the Guarantor shall not, without the prior written consent of the Agent and Sinosure, enter into any amalgamation, demerger, merger or corporate reconstruction that may (in the sole determination of the Agent acting reasonably) adversely impact the Guarantor’s ability to perform its obligations under the Finance Documents.
 
6.10.3                        Notwithstanding the foregoing provisions of this Clause 6.10, upon not less than 30 days prior written notice to the Agent and so long as no Default or Event of Default exists and is continuing, the Borrower may, subject to the Agent’s consent (x) change its jurisdiction of organization to another jurisdiction and (y) change its form of organisation to another form, in each case to the extent satisfactory to the Agent, provided that, the Borrower shall promptly take all actions reasonably deemed necessary by the Security Agent to preserve, protect and maintain, without interruption, the security interest and Encumbrance of the Security Agent in any Collateral owned by
 
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the Borrower to the satisfaction of the Security Agent, and the Borrower shall have provided to the Agent and the Lenders such opinions of counsel as may be reasonably requested by the Agent to assure itself that the conditions of this proviso have been satisfied.
 
6.11                                  The Guarantor will not engage in any business other than the businesses in which it is engaged in as of the date of the Loan Agreement and activities directly related thereto, and similar or related businesses; the Guarantor will not (i) be engaged in (A) the retailing, wholesaling, trading or importing of goods or services for or with residents of the Republic of the Marshall Islands; (B) any extractive industry in the Republic of Marshall Islands; (C) any regulated professional service activity in the Republic of the Marshall Islands; (D) the export of any commodity or goods manufactured, processed, mined or made in the Republic of the Marshall Islands; or (E) the ownership of real property in the Republic of the Marshall Islands; and (ii) do business in the Republic of the Marshall Islands except that the Guarantor and their Subsidiaries may (A) have its registered office in the Republic of the Marshall Islands and maintain its registered agent in the Republic of the Marshall Islands as required by the provisions of the Associations Law of 1990 of the Republic of the Marshall Islands, as amended; and (B) secure and maintain registry in the Republic of the Marshall Islands solely related to the operation or disposition of any vessel outside of the Republic of the Marshall Islands.
 
6.12                                  There shall be no Change of Control of the Guarantor.
 
7                                                   Payments
 
7.1                                         All amounts payable by the Guarantor under or pursuant to this Guarantee and Indemnity shall be paid to such accounts at such banks as the Security Agent may from time to time direct to the Guarantor in the relevant currency in same day funds for immediate value.  Payment shall be deemed to have been received on the date on which the Security Agent receives authenticated advice of receipt, unless that advice is received by the Security Agent on a day other than a Business Day or at a time of day (whether on a Business Day or not) when the Security Agent in its discretion considers that it is impossible or impracticable to utilise the amount received for value that same day, in which event the payment in question shall be deemed to have been received on the Business Day next following the date of receipt of advice by the Security Agent.
 
7.2                                         All payments to be made by the Guarantor pursuant to this Guarantee and Indemnity shall, subject only to Clause 7.3, be made free and clear of and without deduction for or on account of any taxes or other deductions, withholdings, restrictions, conditions, set-offs or counterclaims of any nature.
 
7.3                                         If at any time any law requires (or is interpreted to require) the Guarantor to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Guarantor will promptly notify the Security Agent and, simultaneously with making that payment, will pay whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, each
 
12 

 
relevant Finance Party receives a net sum equal to the sum which it would have received had no deduction or withholding been made.
 
7.4                                         If at any time the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to this Guarantee and Indemnity, the Guarantor will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Security Agent an original receipt issued by the relevant authority, or other evidence acceptable to the Security Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld.
 
7.5                                         If the Guarantor pays any additional amount under Clause 7.3, and a Finance Party subsequently receives a refund or allowance from any tax authority which that Finance Party identifies as being referable to that increased amount so paid by the Guarantor, that Finance Party shall, as soon as reasonably practicable, pay to the Guarantor an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the relevant deduction or withholding not been required to have been made.  Nothing in this Clause 7.5 shall be interpreted as imposing any obligation on any Finance Party to apply for any refund or allowance nor as restricting in any way the manner in which any Finance Party organises its tax affairs, nor as imposing on any Finance Party any obligation to disclose to the Guarantor any information regarding its tax affairs or tax computations.
 
7.6                                         Any certificate or statement signed by an authorised signatory of the Security Agent purporting to show the amount of the Indebtedness or of the Guarantor’s Liabilities (or any part of any of them) or any other amount referred to in any of the Finance Documents shall, save for manifest error or on any question of law, be conclusive evidence as against the Guarantor of that amount.
 
8                                                   Currency
 
8.1                                         The Guarantor’s liability under this Guarantee and Indemnity is to discharge the Indebtedness in the currency in which it is expressed to be payable (the “ Agreed Currency ”).
 
8.2                                         If at any time any Finance Party receives (including by way of set-off) any payment by or on behalf of the Guarantor in a currency other than the Agreed Currency, that payment shall take effect as a payment to that Finance Party of the amount in the Agreed Currency which that Finance Party is able to purchase (after deduction of any relevant costs) with the amount of the payment so received in accordance with its usual practice.
 
8.3                                         To the extent that any payment to any Finance Party (whether by the Guarantor or any other person and whether under any judgment or court order or otherwise) in a currency other than the Agreed Currency shall on actual conversion into the Agreed Currency fall short of the relevant amount of the Indebtedness expressed in the Agreed Currency, then the Guarantor as a separate and independent obligation will indemnify that Finance Party against the shortfall.
 
13 

 
9                                                   Set-Off
 
9.1                                         The Guarantor irrevocably authorises each Finance Party at any time to set off without notice any sums then due and payable by the Guarantor to that Finance Party under this Guarantee and Indemnity (irrespective of the branch or office, currency or place of payment) against any credit balance from time to time standing on any account of the Guarantor (whether current or otherwise, whether or not subject to notice and whether or not that credit balance is then due to the Guarantor) with any branch of that Finance Party in or towards satisfaction of the Guarantor’s Liabilities and, in the name of that Finance Party or the Guarantor, to do all acts (including, without limitation, purchasing or converting or exchanging any currency) which may be required to effect such set-off.
 
9.2                                         Despite any term to the contrary in relation to any deposit or credit balance at any time on any account of the Guarantor with any Finance Party, no such deposit or credit balance shall be repayable or capable of being assigned, mortgaged, charged or otherwise disposed of or dealt with by the Guarantor until the Guarantor’s Liabilities have been discharged in full, but each Finance Party may from time to time permit the withdrawal of all or any part of any such deposit or balance without affecting the continued application of this Clause.
 
10                                            Application of Moneys
 
10.1                                  All sums which any Finance Party (other than the Security Agent) receives (including by way of set-off) under or in connection with this Guarantee and Indemnity, otherwise than by payment from the Security Agent, shall be paid to the Security Agent immediately on receipt, and that payment to the Security Agent shall be deemed to have been made by the Guarantor rather than by the receiving Finance Party.
 
10.2                                  All sums which the Security Agent receives under or in connection with this Guarantee and Indemnity shall, unless otherwise agreed by the Security Agent or otherwise provided in the Loan Agreement, be applied by the Security Agent in or towards satisfaction of, or retention on account for, the Guarantor’s Liabilities in such manner as the Security Agent may in its discretion determine.
 
10.3                                  The Security Agent may place any money received by it under or in connection with this Guarantee and Indemnity to the credit of a suspense account on such terms and subject to such conditions as the Security Agent may in its discretion determine for so long as the Security Agent thinks fit without any obligation in the meantime to apply that money in or towards discharge of the Indebtedness, and, despite such payment, the Security Agent may claim against any of the other Security Parties or prove in the bankruptcy, liquidation or insolvency of any of the other Security Parties for the whole of the Indebtedness at the date of the Security Agent’s demand for payment pursuant to this Guarantee and Indemnity, together with all interest, commission, charges and expenses accruing subsequently.
 
11                                            Partial Invalidity
 
If, at any time, any provision of this Guarantee and Indemnity is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity
 
14 

 
or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
12                                            Further Assurance
 
The Guarantor agrees that from time to time on the written request of the Security Agent it will immediately execute and deliver to the Security Agent all further documents which the Security Agent may require for the purpose of perfecting or protecting the security intended to be created by this Guarantee and Indemnity.
 
13                                            Miscellaneous
 
13.1                                  All the covenants and agreements of the Guarantor in this Guarantee and Indemnity shall bind the Guarantor and its successors and permitted assignees and shall inure to the benefit of the Finance Parties and their respective successors, transferees and assignees.
 
13.2                                  The representations and warranties on the part of the Guarantor contained in this Guarantee and Indemnity shall survive the execution of this Guarantee and Indemnity.
 
13.3                                  No variation or amendment of this Guarantee and Indemnity shall be valid unless in writing and signed on behalf of the Guarantor and the Security Agent.
 
13.4                                  Other than the Finance Parties, a person who is not a party to this Guarantee and Indemnity has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee and Indemnity.
 
14                                            Notices
 
The provisions of clause 18 of the Loan Agreement shall apply (mutatis mutandis) to this Guarantee and Indemnity as if it were set out in full with references to this Guarantee and Indemnity substituted for references to the Loan Agreement and with references to the Guarantor substituted for references to the Borrower.
 
15                                            Law and Jurisdiction
 
15.1                                  This Guarantee and Indemnity and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.
 
15.2                                  For the exclusive benefit of the Security Agent, the Guarantor irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute (a) arising from or in connection with this Guarantee and Indemnity or (b) relating to any non-contractual obligations arising from or in connection with this Guarantee and Indemnity and that any proceedings may be brought in those courts.
 
15.3                                  Nothing contained in this Clause shall limit the right of the Security Agent to commence any proceedings against the Guarantor in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Guarantor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
 
15 

 
15.4                                  The Guarantor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
 
15.5                                  Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:
 
15.5.1                        irrevocably appoints WFW Legal Services Limited present of 15 Appold Street, London EC2A 2HB, England as its agent for service of process in relation to any proceedings before the English courts; and
 
15.5.2                        agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concerned.
 
16 

 
In witness of which this Guarantee and Indemnity has been duly executed and delivered as a deed the day and year first before written.

Signed and Delivered	/s/ Apostolos Zafolias	
as a Deed	 	
by Genco Shipping & Trading Limited	 	
acting by	 	
its duly authorised	 	
in the presence of:	 	

signature of
witness	/s/ Peter Allen	 	 	
 	 	 	 	
name	Peter Allen	 	 	
 	print name of witness	 	 	
 	 	 	 	
 	299 Park Avenue	 	 	
address	New York, NY 10171	 	 	
 
17 

Exhibit 10.20
 
TERMINATION AGREEMENT
 
This Termination Agreement (this “Termination Agreement”) is entered into as of August 7, 2015, by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco”), Genco Investments LLC, a Marshall Islands limited liability company (“Genco Investments”), and Baltic Trading limited, a Marshall Islands corporation (“Baltic Trading”).  Genco and Baltic Trading are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
 
RECITALS
 
A.            Genco and Baltic Trading are party to a Management Agreement dated as of March 15, 2010 (as amended to date, the “Management Agreement”), pursuant to which Genco has provided certain management services to Baltic Trading.
 
B.            Genco and Baltic Trading are also party to an Omnibus Agreement dated as of March 15, 2010 (the “Omnibus Agreement”) pertaining, among other things, to the allocation of business opportunities and compliance with the terms of a prior credit facility of Genco.
 
C.            Genco Investments and Baltic Trading are party to a Subscription Agreement (the “Subscription Agreement” and, together with the Management Agreement and the Omnibus Agreement, the “Subject Agreements”) for the Class B Stock, par value $0.01 per share, of Baltic Trading (“Class B Stock”).
 
D.            On July 17, 2015, pursuant to an Agreement and Plan of Merger dated as of April 7, 2015 by and among Baltic Trading, Genco and Poseidon Merger Sub Limited, a Marshall Islands corporation (“Merger Sub”), (as amended to date, the “Merger Agreement”), Merger Sub merged with and into Baltic Trading with Baltic Trading continuing as the surviving corporation and an indirect wholly owned subsidiary of Genco, Baltic Trading’s outstanding Class B Stock was canceled, and Baltic Trading’s Amended and Restated Articles of Incorporation were further amended and restated to eliminate the Class B Stock.
 
E.            As a result of the foregoing transactions consummated pursuant to the Merger Agreement, the Parties wish to terminate the Subject Agreements.
 
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
 
1.             Termination . Subject to the terms and conditions of this Termination Agreement, the Subject Agreements are hereby terminated effective as of July 18, 2015 (the “Termination Date”).  From and after the Termination Date, the Subject Agreements shall be deemed to be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall be terminated, except that any right of Genco to payment for

 
services rendered under the Management Agreement prior to the Termination Date shall survive such termination.
 
2.             Miscellaneous .
 
(a)           This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, understandings or undertakings, written or oral. This Agreement may be amended or modified only by the written agreement of all the Parties hereto.   No waiver of any provision hereof shall be effective unless set forth in a writing signed by the party to be charged.
 
(b)           This Agreement shall be governed by and construed under the law of the State of New York without regard to its choice of law provisions to the extent the same would direct the application of the laws of another jurisdiction.
 
(c)           The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
 
(d)           If any of the provisions of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
 
(e)           This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.
 
[Signature Page Follows]
 
2 

 
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first set forth above.

GENCO SHIPPING & TRADING LIMITED	 	

By:	/s/ Apostolos Zafolias	 	
Name:	Apostolos Zafolias	 	
Title:	Chief Financial Officer	 	
 	 	
GENCO INVESTMENTS LLC	 	

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

By:	/s/ Apostolos Zafolias	 	
Name:	Apostolos Zafolias	 	
Title:	Chief Financial Officer	 	
 
[Signature Page to the Termination Agreement]

Exhibit 31.1
 
CERTIFICATION
 
I, John C. Wobensmith, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 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:  August 10, 2015	Title: President	

Exhibit 31.2
 
CERTIFICATION
 
I, Apostolos Zafolias, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 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/ Apostolos Zafolias	
 	Name: Apostolos Zafolias	
Date:  August 10, 2015	Title: Chief Financial Officer	

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 June 30, 2015, 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: August 10, 2015	/s/ John C. Wobensmith	
 	Name: John C. Wobensmith	
 	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 June 30, 2015, 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: August 10, 2015	/s/ Apostolos Zafolias	
 	Name: Apostolos Zafolias	
 	Title: Chief Financial Officer	
 
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.