UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 2, 2014 (May 27, 2014)

 
GENCO SHIPPING & TRADING LIMITED
(Exact Name of Registrant as Specified in Charter)

Republic of the Marshall Islands	001-33393	98-043-9758	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	

299 Park Avenue
12th Floor	 	10171	
New York, NY
(Address of Principal Executive Offices)		(Zip Code)	

Registrant’s telephone number, including area code:  (646) 443-8550
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 1.01  	Entry into a Material Definitive Agreement.	
 
On May 27, 2014, Genco Shipping & Trading Limited (the “Company”) and certain of its subsidiaries entered into an amendment to the Restructuring Support Agreement and an amendment to the Equity Commitment Agreement with certain of its creditors.  The details of the Restructuring Support Agreement and the Equity Commitment Agreement were previously described on Current Reports on Form 8-K, which were filed by the Company on April 3, 2014 and April 16, 2014, respectively.

Under the amendment to the Restructuring Support Agreement, the deadline for confirmation of the plan of reorganization of the Company and certain of its subsidiaries under their ongoing Chapter 11 bankruptcy proceedings was extended to June 27, 2014.  Under the amendment to the Equity Commitment Agreement, the outside termination date for the obligations of the creditors party to that agreement was extended to July 10, 2014.  Under both amendments, the subscription deadline for the Company’s $100 million rights offering was extended to June 18, 2014.

The foregoing amendments are qualified in their entirety by reference to such amendments, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.
 
Item 9.01.	Financial Statements and Exhibits	

(d) Exhibits:

The following exhibits are filed herewith:
 
Exhibit No .	Description	
 		
10.1	First Amendment to the Restructuring Support Agreement among the Company, certain of its subsidiaries named therein and the Amending Creditors party thereto, dated as of May 27, 2014.	
 		
10.2	First Amendment to Equity Commitment Agreement among the Company, certain of its subsidiaries named therein and the Amending Creditors party thereto, dated as of May 27, 2014.	

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	GENCO SHIPPING & TRADING LIMITED		
 	DATE:  June 2, 2014		
 	 		
 	/s/ John C. Wobensmith		
	John C. Wobensmith		
	Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)		

EXHIBIT INDEX
 
Exhibit No .	Description	
 		
10.1	First Amendment to the Restructuring Support Agreement among the Company, certain of its subsidiaries named therein and the Amending Creditors party thereto, dated as of May 27, 2014.	
 		
10.2	First Amendment to Equity Commitment Agreement among the Company, certain of its subsidiaries named therein and the Amending Creditors party thereto, dated as of May 27, 2014.	

EXHIBIT 10.1
 
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
 
This FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “ Amendment ”) is made and entered into as of May 27, 2014, and effective as of the Amendment Effective Date (as defined herein), by and among Genco Shipping & Trading Limited (“ Genco ”) and its undersigned subsidiaries (together with Genco, the “ Company Parties ”) and the undersigned Supporting Creditors (the “ Amending Creditors ” and, together with the Company Parties, the “ Amendment Parties ”).

WHEREAS, reference is made to the Restructuring Support Agreement, effective as of April 3, 2014, by and among the Supporting Creditors and the Company Parties (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “ Restructuring Support Agreement ”);

WHEREAS, the Restructuring Support Agreement contemplates a Restructuring of the Company Parties to be implemented through a prepackaged chapter 11 plan consistent with the terms and conditions of the Restructuring Support Agreement and the Restructuring Term Sheet attached thereto (such chapter 11 plan of reorganization, the “ Plan ”);

WHEREAS, in accordance with the Restructuring Support Agreement, on April 21, 2014, each of the Company Parties filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “ Bankruptcy Code ”), in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

WHEREAS, on April 25, 2014, the Bankruptcy Court entered an Order in the Company Parties’ chapter 11 cases [Docket No. 47] approving the Company Parties’ assumption of the Restructuring Support Agreement pursuant to section 365(a) of the Bankruptcy Code; and

WHEREAS, on May 23, 2014, the Bankruptcy Court ordered a schedule for confirmation of the Plan (the “ Confirmation Schedule ”); and

WHEREAS, the Amending Creditors and the Company Parties wish to amend the Restructuring Support Agreement in accordance with Section 18 of the Restructuring Support Agreement as set forth more fully herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows:

	1.	Capitalized Terms .  Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Restructuring Support Agreement.	

	2.	Amendment .	

	a.	Section 8(e) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety with the following:	
“the order approving the Disclosure Statement and the solicitation procedures and confirming the Plan shall be entered (such date, the “ Confirmation Date ”) on or before June  27, 2014; and”.

	b.	The section of the Restructuring Term Sheet located opposite the word “Rights Offering” is amended as follows:	
	·	the words “Some or all of the” are inserted at the beginning of the first bullet point.	
	·	the words “for 60 days” are stricken from the first bullet point.	
	·	the words “party thereto” shall be inserted in the second bullet point after the words “Supporting 2007 Facility Lenders” and after the words “Supporting Noteholders”.	
 
	3.	Consent .  Each undersigned Amending Creditor hereby consents to (a) extending the Subscription Deadline (as defined in the Plan) to June 18, 2014; (b) amending the Plan to reflect the new Subscription Deadline; (c) entry into a new Equity Commitment Agreement or an amendment to the Equity Commitment Agreement dated as of April 16, 2014 that (i) reflects the new Confirmation Schedule, (ii) is consistent with the Term Sheet (as revised by this Amendment), (iii) is otherwise on terms and conditions identical to those in the Equity Commitment Agreement dated as of April 16, 2014 and (iv) has been approved by the Required Commitment Parties (as defined in the Equity Commitment Agreement).	
 
	4.	Amending Creditors’ Representations and Warranties . Each undersigned Amending Creditor, severally but not jointly, represents, warrants, and acknowledges as follows:	

	a.	Authority and Validity .  (i) Such Amending Creditor has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by such Amending Creditor under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Amending Creditor, and (iii) this Amendment has been duly executed and delivered by the Amending Creditor and constitutes the legal, valid, and binding agreement of such Amending Creditor and is enforceable against such Amending Creditor in accordance with its terms.	
 
	b.	Title .  Such Amending Creditor is the legal or beneficial holder of, and has all necessary authority (including authority to bind any other legal or beneficial holder) with respect to the debt outstanding under the Debt Instruments in the aggregate principal amount set forth in Exhibit A (and in the case of a nominee, it	
2

has due and proper authorization to act on behalf of, and to bind, the beneficial owner of such Debt Instruments), and that its interests in such Debt Instruments are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Amending Creditor’s performance of its obligations contained in the Restructuring Support Agreement and this Amendment at the time such obligations are required to be performed; and

	c.	Supporting Creditor .  Such Amending Creditor is a Supporting Creditor party to the Restructuring Support Agreement (whether as an original signatory thereto or by subsequent execution and delivery of a Transferee Acknowledgement in accordance with Section 5(a) of the Restructuring Support Agreement).	

	5.	Company Parties’ Representations and Warranties .  Each of the Company Parties hereby represents, warrants, and acknowledges that (i) it has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by the Company Parties under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the applicable Company Parties, and (iii) this Amendment has been duly executed and delivered by the applicable Company Parties and constitutes the legal, valid, and binding agreement of such Company Parties and is enforceable against the Company Parties in accordance with its terms.	

	6.	Continued Effect of Restructuring Support Agreement .  The Restructuring Support Agreement remains unchanged and in full force and effect, except as specifically amended by this Amendment and except to the extent individual holdings reflected on each Supporting Creditor’s signature page to the original Restructuring Support Agreement have changed as a result of a transfer pursuant to Section 5(a) of the Restructuring Support Agreement.	

	7.	Governing Law .  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.	

	8.	Amendment Effective Date .  This Amendment shall become effective as to each of the Company Parties and each Supporting Creditor under the Restructuring Support Agreement upon the execution and delivery of counterpart signatures by each of the Company Party and Amending Creditors constituting (i) Required Supporting 2007 Facility Lenders, (ii) Required Supporting $100 Million Facility Lenders, (iii) Required Supporting $253 Million Facility Lenders, and (iv) Required Supporting Noteholders (as each such term is defined in Section 7(b) of the Restructuring Support Agreement) (such date, the “ Amendment Effective Date ”).	
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	9.	Counterparts .  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.  The signatures of all of the Amending Parties need not appear on the same counterpart. Delivery of an executed signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed signature page of this Amendment.	

	10.	No Waiver .  The execution, delivery and effectiveness hereof shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Parties under the Restructuring Support Agreement.	
 
[ Signature Pages Follow ]
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IN WITNESS WHEREOF, the Amending Parties have caused this FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT to be duly executed as of the date above written.
 
GENCO SHIPPING & TRADING LIMITED
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Chief Financial Officer		
 
GENCO ACHERON LIMITED	GENCO CHARGER LIMITED	
GENCO BEAUTY LIMITED	GENCO HUNTER LIMITED	
GENCO KNIGHT LIMITED	GENCO PREDATOR LIMITED	
GENCO LEADER LIMITED	GENCO WARRIOR LIMITED	
GENCO MUSE LIMITED	GENCO BAY LIMITED	
GENCO VIGOUR LIMITED	GENCO OCEAN LIMITED	
GENCO CARRIER LIMITED	GENCO AVRA LIMITED	
GENCO PROSPERITY LIMITED	GENCO MARE LIMITED	
GENCO SUCCESS LIMITED	GENCO SPIRIT LIMITED	
GENCO WISDOM LIMITED	GENCO LORRAINE LIMITED	
GENCO MARINE LIMITED	GENCO PYRENEES LIMITED	
GENCO EXPLORER LIMITED	GENCO LOIRE LIMITED	
GENCO PIONEER LIMITED	GENCO CLAUDIUS LIMITED	
GENCO PROGRESS LIMITED	GENCO BOURGOGNE LIMITED	
GENCO RELIANCE LIMITED	GENCO PICARDY LIMITED	
GENCO SURPRISE LIMITED	GENCO AQUITAINE LIMITED	
GENCO SUGAR LIMITED	GENCO NORMANDY LIMITED	
GENCO AUGUSTUS LIMITED	GENCO AUVERGNE LIMITED	
GENCO TIBERIUS LIMITED	GENCO PROVENCE LIMITED	
GENCO LONDON LIMITED	GENCO ARDENNES LIMITED	
GENCO TITUS LIMITED	GENCO BRITTANY LIMITED	
GENCO CONSTANTINE LIMITED	GENCO LANGUEDOC LIMITED	
GENCO HADRIAN LIMITED	GENCO RHONE LIMITED	
GENCO COMMODUS LIMITED	GENCO INVESTMENTS LLC	
GENCO MAXIMUS LIMITED	GENCO MANAGEMENT (USA) LLC	
GENCO CLAUDIUS LIMITED	GENCO SHIP MANAGEMENT LLC	
GENCO CHALLENGER LIMITED	GENCO RE INVESTMENTS LLC	
GENCO CHAMPION LIMITED	 	
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Chief Financial Officer		
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

GENCO CAVALIER LLC
GENCO RAPTOR LLC
GENCO THUNDER LLC
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Manager		
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Alden Global Capital LLC

By:	/s/ Beth Pierce                     
 Name:  Beth Pierce 
 Title:  Vice President	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

APOLLO SPECIAL OPPORTUNITIES MANAGED 
 ACCOUNT, L.P.

BY: APOLLO SOMA ADVISORS, L.P., its general 
 partner

BY: APOLLO SOMA CAPITAL MANAGEMENT, LLC, 
 its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

AES (LUX) S.A R.L.
 
BY: APOLLO EUROPEAN STRATEGIC 
 MANAGEMENT, L.P., its investment manager

BY: APOLLO EUROPEAN STRATEGIC 
 MANAGEMENT GP, LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

AEC (LUX) S.A R.L.

BY: APOLLO EUROPEAN CREDIT MANAGEMENT, 
 L.P., its investment manager

BY: APOLLO EUROPEAN CREDIT MANAGEMENT 
 GP, LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

APOLLO CENTRE STREET PARTNERSHIP, L.P.
 
BY: APOLLO CENTRE STREET MANAGEMENT, LLC, 
 its investment manager
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

ANS U.S. HOLDINGS LTD
 
BY: APOLLO SK STRATEGIC ADVISORS, LLC, its 
 sole director
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
APOLLO CREDIT OPPORTUNITY FUND III LP
 
BY: APOLLO CREDIT OPPORTUNITY ADVISORS III 
 LP, its general partner

BY: APOLLO CREDIT OPPORTUNITY ADVISORS III 
 GP LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

APOLLO FRANKLIN PARTNERSHIP, L.P.
 
BY: APOLLO FRANKLIN ADVISORS (APO DC), L.P., 
 its general partner

BY: APOLLO FRANKLIN ADVISORS (APO DC-GP), 
 LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.
 
BY: APOLLO ZEUS STRATEGIC MANAGEMENT, 
 LLC, its investment manager
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Bank of America, N.A.

By:	/s/ Jonathan M. Barnes                     
 Name:  Jonathan M. Barnes 
 Title:  Vice President	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Centerbridge Capital Partners II (Cayman), L.P.
 
Centerbridge Capital Partners SBS II (Cayman), L.P.
 
Centerbridge Special Credit Partners II AIV IV (Cayman), L.P.
 
Centerbridge Credit Partners, LP
 
Centerbridge Credit Partners Master, LP

By:	/s/ Bao Truong                     
 Name:  Bao Truong 
 Title:  Senior Managing Director	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Linda R. Gianna Hasio                     
 Name:  Linda R. Gianna Hasio 
 Title:  Director	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

CITIGROUP FINANCIAL PRODUCTS INC.

By:	/s/ Michael Eliason                     
 Name:  Michael Eliason 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

CITIBANK N.A.

By:	/s/ Michael Eliason                     
 Name:  Michael Eliason 
 Title:  Attorney-In-Fact	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Credit Value Partners, LP, for funds and accounts 
 under management

By:	/s/ Donald Pollard                     
 Name:  Donald Pollard 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Gracie Credit Opportunities Master Fund, LP
 
By:  P&S Credit Management, LP

By:	/s/ Sam Konz                     
 Name:  Sam Konz 
 Title:  CFO	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

P. Gracie, Ltd
 
By:  P&S Credit Management, LP

By:	/s/ Sam Konz                     
 Name:  Sam Konz 
 Title:  CFO	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Kildonan Castle Global Credit Opportunity Master Fund Ltd.

By:	/s/ S. Dhulipaca                     
 Name:  S. Dhulipaca 
 Title:  CIO	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Midtown Acquisitions LP

By:	/s/ Avram Z. Friedman                     
 Name:  Avram Z. Friedman 
 Title:  Manager	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Onex Debt Opportunity Fund, Ltd.
 
By: Onex Credit Partners, LLC, its investment manager

By:	/s/ Kevin Connors                     
 Name:  Kevin Connors 
 Title:  Portfolio Manager	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

OCP Investment Trust
 
By: Onex Credit Partners, LLC, its manager
 
	By:	/s/ Kevin Connors                     
 Name:  Kevin Connors 
 Title:  Portfolio Manager	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

PANNING MASTER FUND, LP
By: Panning Capital Management, LP as investment manager

By:	/s/ William Kelly                     
 Name:  William Kelly 
 Title:  COO	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

SILVER POINT CAPITAL FUND, L.P.

By:	/s/ Michael A. Gatto                     
 Name:  M i chael A. Gatto 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

SPCP GROUP, LLC,

By:	/s/ Michael A. Gatto                     
 Name:  M i chael A. Gatto 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Permal Stone Lion Fund Ltd.

By:        Stone Lion Capital Partners L.P.,
Investment Manager

By:	/s/ Claudia Borg                     
 Name:  Claudia Borg 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

Stone Lion Portfolio L.P.
By: Stone Lion Capital Partners L.P.,
Its Investment Manager

By:	/s/ Claudia Borg                     
 Name:  Claudia Borg 
 Title:  General Counsel	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

STRATEGIC VALUE MASTER FUND, LTD.

By:  Strategic Value Partners, LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.

By:  SVP Special Situations II LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.

By:  SVP Special Situations III LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS OFFSHORE FUND III-A, L.P.

By: SVP Special Situations III-A LLC its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

MAP 139 SEGREGATED PORTFOLIO OF LMA SPC
By:              Vendor Capital Management LP
Its:              Investment Adviser

By:	/s/ Michael J. Wartell                     
 Name:  Michael J. Wartell 
 Title:  Co-Chief Investment Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

VENDOR CAPITAL MASTER FUND LTD
By:              Vendor Capital Management LP
Its:              Investment Manager

By:	/s/ Michael J. Wartell                     
 Name:  Michael J. Wartell 
 Title:  Co-Chief Investment Officer	
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

ADVANTAGE OPPORTUNITIES FUND, L.P.

By:	/s/ Irvin Schlussel                    	
Name:               Irvin Schlussel
Title:                  Managing Partner
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

BROWNSTONE INVESTMENT GROUP, LLC

By:	/s/ Douglas Lowey                    	
Name:               Douglas Lowey
Title:                  CEO
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

FIDELITY ADVISOR SERIES I FUND; FIDELITY ADVISOR LEVERAGED 
 COMPANY STOCK FUND

By:	/s/ Joseph Zambello                    	
Name:               Joseph Zambello
Title:                  Deputy Treasurer
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

FIDELITY SECURITIES FUND; FIDELITY LEVERAGED COMPANY STOCK FUND

By:	/s/ Joseph Zambello                    	
Name:               Joseph Zambello
Title:                  Deputy Treasurer
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

NEW GENERATION ADVISORS, LLC

By:	/s/ Johan D. Goedkoop                    	
Name:               Johan D. Goedkoop
Title:                  Vice President
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

JLP CREDIT OPPORTUNITY MASTER FUND LTD.
 
By:              Phoenix Investment Adviser, LLC, its Investment Manager

By:	/s/  Jeff Peskind                    	
Name:               Jeff Peskind
Title:                  CIO
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

JLP STRESSED CREDIT FUND LP
 
By:              Phoenix Investment Adviser, LLC, its Investment Manager

By:	/s/  Jeff Peskind                    	
Name:                Jeff Peskind
Title:                  CIO
 
[ Signature Page to First Amendment to Restructuring Support Agreement ]

WILFRID ADVISORS AG

By:	/s/ Nicholas W. Walsh                    	
Name:               Nicholas W. Walsh
Title:                  President

[ Signature Page to First Amendment to Restructuring Support Agreement ]

BNP PARIBAS

By:	    /s/ Eric Eugène                                   	
Name: Eric Eugène
Title:  Global Head of Transportation Group

By:	  /s/ Patricia Lormeau                          	
Name: Patricia Lormeau
Title:

[ Signature Page to First Amendment to Restructuring Support Agreement ]

Credit Agricole Corporate and Investment Bank

By:	    /s/ Michael Choina                          	
Name: Michael Choina
Title:  Director

By:	    /s/ Eden Rahman                              	
Name: Eden Rahman
Title:  Associate

[ Signature Page to First Amendment to Restructuring Support Agreement ]

Deutsche Bank AG Filiale Deutschlandgeschäft

By:	  /s/ K. Seefeld                                     	
Name: K. Seefeld
Title:  Director

By:	    /s/ Bastian Duhmert                         	
Name: Bastian Duhmert
Title:  Director

[ Signature Page to First Amendment to Restructuring Support Agreement ]

DVB Bank SE

By:	    /s/ Joachim Götz                               	
Name: Joachim Götz
Title:  Vice President

By:	    /s/ Bianca Blum                                	
Name: Bianca Blum
Title:  Vice President

[ Signature Page to First Amendment to Restructuring Support Agreement ]

Skandinaviska Enskilda Banken AB (publ).

By:	    /s/ Ame Juell-Skielse                       	
Name: Arne Juell-Skieise
Title:

By:	    /s/ Jan Dachién                                	
Name: Jan Dachién
Title:

[ Signature Page to First Amendment to Restructuring Support Agreement ]

Credit Agricole Corporate and Investment Bank

By:	    /s/ Michael Choina                          	
Name: Michael Choina
Title:  Director

By:	    /s/ Eden Rahman                              	
Name: Eden Rahman
Title:  Associate

[ Signature Page to First Amendment to Restructuring Support Agreement ]

Skandinaviska Enskilda Banken AB (publ).

By:	    /s/ Bjarte Böe                                    	
Name: Bjarte Böe
Title:

Skandinaviska Enskilda Banken AB (publ).

By:	    /s/ Magnus Rundgren                     	
Name: Magnus Rundgren
Title:

[ Signature Page to First Amendment to Restructuring Support Agreement ]

CREDIT INDUSTRIEL ET COMMERCIAL

By:	    /s/ Andrew McKuin                        	
Name: Andrew McKuin
Title:  Vice President

By:	    /s/ Alex Aupoix                                	
Name: Alex Aupoix
Title:  Managing Director

[ Signature Page to First Amendment to Restructuring Support Agreement ]

EXHIBIT 10.2
 
FIRST AMENDMENT TO EQUITY COMMITMENT AGREEMENT

This FIRST AMENDMENT TO EQUITY COMMITMENT AGREEMENT (this “ Amendment ”) is made and entered into as of May 27, 2014, by and among Genco Shipping & Trading Limited (“ Genco ”) and its undersigned subsidiaries (together with Genco, the “ Company Parties ”) and the undersigned Commitment Parties (collectively, the “ Amending Creditors ” and, together with the Company Parties, the “ Amendment Parties ”).

WHEREAS, reference is made to the Equity Commitment Agreement, dated as of April 16, 2014 (the “ Existing ECA ”) by and among the Company Parties and the Commitment Parties;

WHEREAS, the Company Parties and the Commitment Parties entered into the Existing ECA in connection with the Restructuring Support Agreement, effective as of April 3, 2014 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “ Restructuring Support Agreement ”);

WHEREAS, the Restructuring Support Agreement  and Existing ECA contemplate a Restructuring of the Company Parties to be implemented through a prepackaged chapter 11 plan consistent with the terms and conditions of the Restructuring Support Agreement and the Restructuring Term Sheet attached thereto (such chapter 11 plan of reorganization, the “ Plan ”);

WHEREAS, in accordance with the Restructuring Support Agreement and the Existing ECA, on April 21, 2014, each of the Company Parties filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “ Bankruptcy Code ”), in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

WHEREAS, on April 25, 2014, the Bankruptcy Court entered an Order in the Company Parties’ chapter 11 cases [Docket No. 47] approving the Company Parties’ assumption of the Restructuring Support Agreement pursuant to section 365(a) of the Bankruptcy Code; and

WHEREAS, on May 23, 2014, the Bankruptcy Court ordered a schedule for confirmation of the Plan (the “ Confirmation Schedule ”); and

WHEREAS, the Amending Creditors and the Company Parties wish to amend or restate the Existing ECA;

NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows:

	1.	Capitalized Terms .  Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Existing ECA or Restructuring Support Agreement, as applicable.	

	2.	Amendment .	

	a.	The first Whereas clause of the Existing ECA is amended by adding the words “as amended, supplemented, or modified” before the defined term “Restructuring Support Agreement”.	

	b.	Section 1.1 of the Existing ECA is amended by inserting the words “as may be amended in accordance with the terms thereof” after the words “Plan Solicitation Order” in the defined term “Rights Offering Procedures”.	

	c.	Section 9.4 of the Existing ECA  is hereby amended by replacing the words “sixty (60)” with “eighty (80)”.	

	3.	Amending Creditors’ Representations and Warranties . Each undersigned Amending Creditor, severally but not jointly, represents, warrants, and acknowledges as follows:	

	a.	Authority and Validity .  (i) Such Amending Creditor has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by such Amending Creditor under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Amending Creditor, and (iii) this Amendment has been duly executed and delivered by the Amending Creditor and constitutes the legal, valid, and binding agreement of such Amending Creditor and is enforceable against such Amending Creditor in accordance with its terms.	

	b.	Title .  Such Amending Creditor is the legal or beneficial holder of, and has all necessary authority (including authority to bind any other legal or beneficial holder) with respect to the debt outstanding under the Debt Instruments in the aggregate principal amount set forth in Exhibit A (and in the case of a nominee, it has due and proper authorization to act on behalf of, and to bind, the beneficial owner of such Debt Instruments), and that its interests in such Debt Instruments are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Amending Creditor’s performance of its obligations contained in the Existing ECA and this Amendment at the time such obligations are required to be performed; and	

	c.	Commitment Party .  Such Amending Creditor is a Commitment Party to the Existing ECA (whether as an original signatory thereto or by subsequent execution and delivery of a writing in accordance with section 2.6(b) or 2.6(c) of the Existing ECA).	

	4.	Company Parties’ Representations and Warranties .  Each of the Company Parties hereby represents, warrants, and acknowledges that (i) it has the power and authority to execute,	
2

deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by the Company Parties under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the applicable Company Parties, and (iii) this Amendment has been duly executed and delivered by the applicable Company Parties and constitutes the legal, valid, and binding agreement of such Company Parties and is enforceable against the Company Parties in accordance with its terms.

	5.	Governing Law .  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.	

	6.	Amendment Effectiveness .  The amendment of the Existing ECA pursuant to this Amendment shall become effective as to each of the Company Parties and each of the Commitment Parties as of the date on which all of the Commitment Parties shall have executed and delivered to the Company a counterpart signature page hereto, provided , that such execution and delivery occurs no later than 11:59 p.m., New York City time, on May 28, 2014 (the “ Amendment Deadline ”).  In the event that, at or prior to the Amendment Deadline, less than all of the Commitment Parties shall have executed and delivered to the Company counterpart signature pages hereto, then automatically and without the need for any notice or other action by any Person, upon the Amendment Deadline:  (a) the Existing ECA shall be terminated pursuant to Section 9.1(a) of the Existing ECA, and (b) the Company Parties and each of the Amending Creditors shall be deemed to have entered into a new Equity Commitment Agreement, dated as of the first calendar day after the Amendment Deadline, which new Equity Commitment Agreement shall be identical in all respects to the Existing ECA, except with the amendments set forth above and with Schedule 2 and Schedule 3 revised to only reflect the holdings and equity commitment percentages of the Amending Creditors, and shall be binding on each of the Company Parties and the Amending Creditors as if each of the Company Parties and the Amending Creditors had executed and delivered a counterpart signature page thereto.	

	7.	Counterparts .  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.  The signatures of all of the Amending Parties need not appear on the same counterpart. Delivery of an executed signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed signature page of this Amendment.	

	8.	No Waiver .  The execution, delivery and effectiveness hereof shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Parties under the Existing ECA.	
 
[ Signature Pages Follow ]
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IN WITNESS WHEREOF, the Amending Parties have caused this FIRST AMENDMENT TO EQUITY COMMITMENT AGREEMENT to be duly executed as of the date above written.
 
GENCO SHIPPING & TRADING LIMITED
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Chief Financial Officer		
 
GENCO ACHERON LIMITED	GENCO CHARGER LIMITED	
GENCO BEAUTY LIMITED	GENCO HUNTER LIMITED	
GENCO KNIGHT LIMITED	GENCO PREDATOR LIMITED	
GENCO LEADER LIMITED	GENCO WARRIOR LIMITED	
GENCO MUSE LIMITED	GENCO BAY LIMITED	
GENCO VIGOUR LIMITED	GENCO OCEAN LIMITED	
GENCO CARRIER LIMITED	GENCO AVRA LIMITED	
GENCO PROSPERITY LIMITED	GENCO MARE LIMITED	
GENCO SUCCESS LIMITED	GENCO SPIRIT LIMITED	
GENCO WISDOM LIMITED	GENCO LORRAINE LIMITED	
GENCO MARINE LIMITED	GENCO PYRENEES LIMITED	
GENCO EXPLORER LIMITED	GENCO LOIRE LIMITED	
GENCO PIONEER LIMITED	GENCO CLAUDIUS LIMITED	
GENCO PROGRESS LIMITED	GENCO BOURGOGNE LIMITED	
GENCO RELIANCE LIMITED	GENCO PICARDY LIMITED	
GENCO SURPRISE LIMITED	GENCO AQUITAINE LIMITED	
GENCO SUGAR LIMITED	GENCO NORMANDY LIMITED	
GENCO AUGUSTUS LIMITED	GENCO AUVERGNE LIMITED	
GENCO TIBERIUS LIMITED	GENCO PROVENCE LIMITED	
GENCO LONDON LIMITED	GENCO ARDENNES LIMITED	
GENCO TITUS LIMITED	GENCO BRITTANY LIMITED	
GENCO CONSTANTINE LIMITED	GENCO LANGUEDOC LIMITED	
GENCO HADRIAN LIMITED	GENCO RHONE LIMITED	
GENCO COMMODUS LIMITED	GENCO INVESTMENTS LLC	
GENCO MAXIMUS LIMITED	GENCO MANAGEMENT (USA) LLC	
GENCO CLAUDIUS LIMITED	GENCO SHIP MANAGEMENT LLC	
GENCO CHALLENGER LIMITED	GENCO RE INVESTMENTS LLC	
GENCO CHAMPION LIMITED	 	
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Chief Financial Officer		
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

GENCO CAVALIER LLC
GENCO RAPTOR LLC
GENCO THUNDER LLC
 
By:	/s/ John C. Wobensmith		
	Name: John C. Wobensmith		
       	Title: Manager		
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Alden Global Capital LLC

By:	/s/ Beth Pierce                     
 Name:  Beth Pierce 
 Title:  Vice President	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

APOLLO SPECIAL OPPORTUNITIES MANAGED 
 ACCOUNT, L.P.

BY: APOLLO SOMA ADVISORS, L.P., its general 
 partner

BY: APOLLO SOMA CAPITAL MANAGEMENT, LLC, 
 its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

AES (LUX) S.A R.L.
 
BY: APOLLO EUROPEAN STRATEGIC 
 MANAGEMENT, L.P., its investment manager

BY: APOLLO EUROPEAN STRATEGIC 
 MANAGEMENT GP, LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Assistant Secretary	

AEC (LUX) S.A R.L.

BY: APOLLO EUROPEAN CREDIT MANAGEMENT, 
 L.P., its investment manager

BY: APOLLO EUROPEAN CREDIT MANAGEMENT 
 GP, LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Assistant Secretary	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

APOLLO CENTRE STREET PARTNERSHIP, L.P.
 
BY: APOLLO CENTRE STREET MANAGEMENT, LLC, 
 its investment manager
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Assistant Secretary	

ANS U.S. HOLDINGS LTD
 
BY: APOLLO SK STRATEGIC ADVISORS, LLC, its 
 sole director
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Assistant Secretary	
 
APOLLO CREDIT OPPORTUNITY FUND III LP
 
BY: APOLLO CREDIT OPPORTUNITY ADVISORS III 
 LP, its general partner

BY: APOLLO CREDIT OPPORTUNITY ADVISORS III 
 GP LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

APOLLO FRANKLIN PARTNERSHIP, L.P.
 
BY: APOLLO FRANKLIN ADVISORS (APO DC), L.P., 
 its general partner

BY: APOLLO FRANKLIN ADVISORS (APO DC-GP), 
 LLC, its general partner
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	

APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.
 
BY: APOLLO ZEUS STRATEGIC MANAGEMENT, 
 LLC, its investment manager
 
By:	/s/ Joseph D. Glatt                     
 Name:  Joseph D. Glatt 
 Title:  Vice President and Secretary	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Bank of America, N.A.

By:	/s/ Jonathan M. Barnes                     
 Name:  Jonathan M. Barnes 
 Title:  Vice President	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Centerbridge Capital Partners II (Cayman), L.P.
 
Centerbridge Capital Partners SBS II (Cayman), L.P.
 
Centerbridge Special Credit Partners II AIV IV (Cayman), L.P.
 
Centerbridge Credit Partners, LP
 
Centerbridge Credit Partners Master, LP

By:	/s/ Bao Truong                     
 Name:  Bao Truong 
 Title:  Senior Managing Director	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Linda R. Gianna Hasio                     
 Name:  Linda R. Gianna Hasio 
 Title:  Director	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

CITIGROUP FINANCIAL PRODUCTS INC.

By:	/s/ Michael Eliason                     
 Name:  Michael Eliason 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

CITIBANK N.A.

By:	/s/ Michael Eliason                     
 Name:  Michael Eliason 
 Title:  Attorney-In-Fact	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Credit Value Partners, LP, for funds and accounts 
 under management

By:	/s/ Donald Pollard                     
 Name:  Donald Pollard 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Gracie Credit Opportunities Master Fund, LP
 
By:  P&S Credit Management, LP

By:	/s/ Sam Konz                     
 Name:  Sam Konz 
 Title:  CFO	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

P Gracie, Ltd
 
By:  P&S Credit Management LP

By:	/s/ Sam Konz                     
 Name:  Sam Konz 
 Title:  CFO	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Midtown Acquisitions LP

By:	/s/ Avram Z. Friedman                     
 Name:  Avram Z. Friedman 
 Title:  Manager	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Merrill Lynch Pierce Fenner & Smith, Inc.

By:	/s/ Jonathan M. Barnes                     
 Name:  Jonathan M. Barnes 
 Title:  Vice President	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Onex Debt Opportunity Fund, Ltd.
 
By: Onex Credit Partners, LLC, its investment manager

By:	/s/ Kevin Connors                     
 Name:  Kevin Connors 
 Title:  Portfolio Manager	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

OCP Investment Trust
 
By: Onex Credit Partners, LLC, its manager
 
	By:	/s/ Kevin Connors                     
 Name:  Kevin Connors 
 Title:  Portfolio Manager	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

PANNING MASTER FUND, LP
By: Panning Capital Management, LP as investment manager

By:	/s/ William Kelly                     
 Name:  William Kelly 
 Title:  COO	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

SILVER POINT CAPITAL OFFSHORE MASTER FUND, L.P.

By:	/s/ Michael A. Gatto                     
 Name:  M i chael A. Gatto 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

SILVER POINT CAPITAL FUND, L.P.

By:	/s/ Michael A. Gatto                     
 Name:  M i chael A. Gatto 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

SPCP GROUP, LLC,

By:	/s/ Michael A. Gatto                     
 Name:  M i chael A. Gatto 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Permal Stone Lion Fund Ltd.

By:        Stone Lion Capital Partners LP,
Investment Manager

By:	/s/ Claudia Borg                     
 Name:  Claudia Borg 
 Title:  Authorized Signatory	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

Stone Lion Portfolio L.P.
By: Stone Lion Capital Partners L.P,
Its Investment Manager

By:	/s/ Claudia Borg                     
 Name:  Claudia Borg 
 Title:  General Counsel	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

STRATEGIC VALUE MASTER FUND, LTD.

By:  Strategic Value Partners, LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.

By:  SVP Special Situations II LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.

By:  SVP Special Situations III LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

STRATEGIC VALUE SPECIAL SITUATIONS OFFSHORE FUND III-A, L.P.

By: SVP Special Situations III-A LLC, its Investment Manager

By:	/s/ Lewis Schwartz                     
 Name:  Lewis Schwartz 
 Title:  Chief Financial Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

MAP 139 SEGREGATED PORTFOLIO OF LMA SPC
By:              Vendor Capital Management LP
Its:              Investment Adviser

By:	/s/ Michael J. Wartell                     
 Name:  Michael J. Wartell 
 Title:  Co-Chief Investment Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

VENDOR CAPITAL MASTER FUND LTD
By:              Vendor Capital Management LP
Its:              Investment Manager

By:	/s/ Michael J. Wartell                     
 Name:  Michael J. Wartell 
 Title:  Co-Chief Investment Officer	
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

ADVANTAGE OPPORTUNITIES FUND, L.P.

By:	/s/ Irvin Schlussel                    	
Name:               Irvin Schlussel
Title:                  Managing Partner
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

FIDELITY ADVISOR SERIES I FUND; FIDELITY ADVISOR LEVERAGED 
 COMPANY STOCK FUND

By:	/s/ Joseph Zambello                    	
Name:               Joseph Zambello
Title:                  Deputy Treasurer
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

FIDELITY SECURITIES FUND; FIDELITY LEVERAGED COMPANY STOCK FUND

By:	/s/ Joseph Zambello                    	
Name:               Joseph Zambello
Title:                  Deputy Treasurer
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

NEW GENERATION ADVISORS, LLC

By:	/s/ Johan D. Goedkoop                    	
Name:                Johan D. Goedkoop
Title:                  Vice President
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

JLP CREDIT OPPORTUNITY MASTER FUND LTD.
 
By:              Phoenix Investment Adviser, LLC, its Investment Manager

By:	/s/   Jeff Peskind                    	
Name:               Jeff Peskind
Title:                  CIO
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

JLP STRESSED CREDIT FUND LP
 
By:              Phoenix Investment Adviser, LLC, its Investment Manager

By:	/s/  Jeff Peskind                    	
Name:               Jeff Peskind
Title:                  CIO
 
[ Signature Page to First Amendment to Equity Commitment Agreement ]

WILFRID ADVISORS AG

By:	/s/ Nicholas W. Walsh                    	
Name:               Nicholas W. Walsh
Title:                  President

[ Signature Page to First Amendment to Equity Commitment Agreement ]