10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934

For the quarterly period ended September 30, 2016

OR

☐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, 12th 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 ☒ No ☐

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 ☒ No ☐

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 ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
(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  No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ☒ No 

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 4, 2016: Common stock, $0.01 per share — 7,354,449 shares.

Genco Shipping & Trading Limited

			Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	a)	Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015	4
	b)	Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2016 and 2015	5
	c)	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended September 30, 2016 and 2015	6
	d)	Condensed Consolidated Statements of Equity for the Nine Months ended September 30, 2016 and 2015	7
	e)	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015	8
	f)	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		78
Item 4.	Controls and Procedures		79
	PART II —OTHER INFORMATION
Item 1.	Legal Proceedings		80
Item 1A.	Risk Factors		80
Item 6.	Exhibits		81

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Website Information

We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited

Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015

(U.S. Dollars in thousands, except for share and per share data)

(Unaudited)

	September 30,		December 31,
	2016		2015
Assets
Current assets:
Cash and cash equivalents	$	40,028	$	121,074
Restricted cash		19,500		19,500
Due from charterers, net of a reserve of $290 and $429, respectively		8,471		10,586
Prepaid expenses and other current assets		17,072		21,369
Vessels held for sale		2,747		—
Total current assets		87,818		172,529
Noncurrent assets:
Vessels, net of accumulated depreciation of $145,976 and $107,998, respectively		1,381,348		1,508,221
Deferred drydock, net of accumulated amortization of $5,338 and $3,207 respectively		13,511		16,177
Deferred financing costs, net of accumulated amortization of $1,340 and $734, respectively		2,688		3,294
Fixed assets, net of accumulated depreciation and amortization of $660 and $404, respectively		1,071		1,286
Other noncurrent assets		514		514
Restricted cash		315		315
Investments		6,191		12,327
Total noncurrent assets		1,405,638		1,542,134
Total assets	$	1,493,456	$	1,714,663
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	21,680	$	27,467
Current portion of long-term debt, net of deferred financing costs of $7,821 and $9,411, respectively		540,455		579,023
Deferred revenue		1,496		1,058
Total current liabilities:		563,631		607,548
Noncurrent liabilities:
Long-term lease obligations		1,688		1,149
Total noncurrent liabilities		1,688		1,149
Total liabilities		565,319		608,697
Commitments and contingencies
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 7,354,449 and 7,289,823 shares at September 30, 2016 and December 31, 2015, respectively		74		73
Additional paid-in capital		1,497,616		1,483,105
Accumulated other comprehensive income (loss)		290		(21)
Retained deficit		(569,843)		(377,191)
Total equity		928,137		1,105,966
Total liabilities and equity	$	1,493,456	$	1,714,663

See accompanying notes to condensed consolidated financial statements.

4

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015

(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)

(Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Revenues:
Voyage revenues	$	37,871	$	49,167	$	89,461	$	116,548
Service revenues		1,016		828		2,240		2,457
Total revenues		38,887		49,995		91,701		119,005
Operating expenses:
Voyage expenses		2,262		6,638		9,232		14,775
Vessel operating expenses		28,460		31,544		86,125		90,143
General, administrative and management fees		10,153		26,983		36,861		73,798
Depreciation and amortization		18,127		20,124		58,152		58,933
Other operating income		—		—		(182)		—
Impairment of vessel assets		—		—		69,278		35,396
Loss on sale of vessels		—		—		77		1,210
Total operating expenses		59,002		85,289		259,543		274,255
Operating loss		(20,115)		(35,294)		(167,842)		(155,250)
Other (expense) income:
Impairment of investment		—		(32,536)		(2,696)		(32,536)
Other income (expense)		125		(653)		(49)		(707)
Interest income		49		22		143		71
Interest expense		(7,073)		(4,876)		(21,199)		(13,887)
Other expense		(6,899)		(38,043)		(23,801)		(47,059)
Loss before reorganization items, net		(27,014)		(73,337)		(191,643)		(202,309)
Reorganization items, net		(83)		(174)		(243)		(1,006)
Loss before income taxes		(27,097)		(73,511)		(191,886)		(203,315)
Income tax expense		(417)		(292)		(766)		(1,553)
Net loss		(27,514)		(73,803)		(192,652)		(204,868)
Less: Net loss attributable to noncontrolling interest		—		(7,178)		—		(59,471)
Net loss attributable to Genco Shipping & Trading Limited	$	(27,514)	$	(66,625)	$	(192,652)	$	(145,397)
Net loss per share-basic	$	(3.80)	$	(9.54)	$	(26.65)	$	(22.86)
Net loss per share-diluted	$	(3.80)	$	(9.54)	$	(26.65)	$	(22.86)
Weighted average common shares outstanding-basic		7,245,268		6,982,434		7,228,660		6,361,518
Weighted average common shares outstanding-diluted		7,245,268		6,982,434		7,228,660		6,361,518

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 Nine Months Ended September 30, 2016 and 2015

(U.S. Dollars in Thousands)

(Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Net loss	$	(27,514)	$	(73,803)	$	(192,652)	$	(204,868)
Other comprehensive income		316		26,343		311		25,300
Comprehensive loss		(27,198)		(47,460)		(192,341)		(179,568)
Less: Comprehensive loss attributable to noncontrolling interest		—		(7,178)		—		(59,471)
Comprehensive loss attributable to Genco Shipping & Trading Limited	$	(27,198)	$	(40,282)	$	(192,341)	$	(120,097)

See accompanying notes to condensed consolidated financial statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Equity

For the Nine Months Ended September 30, 2016 and 2015

(U.S. Dollars in Thousands)

(Unaudited)

									Genco
					Accumulated				Shipping &
					Other				Trading
			Additional		Comprehensive				Limited
	Common		Paid-in		Income		Retained		Shareholders’		Noncontrolling
	Stock		Capital		(Loss)		Deficit		Equity		Interest		TotalEquity
Balance — January 1, 2016	$	73	$	1,483,105	$	(21)	$	(377,191)	$	1,105,966	$	—	$	1,105,966
Net loss								(192,652)		(192,652)		—		(192,652)
Other comprehensive income						311				311		—		311
Issuance of 61,244 shares of nonvested stock		1		(1)						—		—		—
Issuance of 3,138 shares of vested RSUs		—		—						—		—		—
Nonvested stock amortization				14,512						14,512		—		14,512
Balance — September 30, 2016	$	74	$	1,497,616	$	290	$	(569,843)	$	928,137	$	—	$	928,137

									Genco
					Accumulated				Shipping &
					Other				Trading
			Additional		Comprehensive				Limited
	Common		Paid-in		Income		Retained		Shareholders’		Noncontrolling
	Stock		Capital		(Loss)		Deficit		Equity		Interest		Total Equity
Balance — January 1, 2015	$	62	$	1,251,750	$	(25,317)	$	(182,294)	$	1,044,201	$	248,573	$	1,292,774
Net loss								(145,397)		(145,397)		(59,471)		(204,868)
Other comprehensive income						25,300				25,300		—		25,300
Settlement of non-accredited Note holders				(414)						(414)		—		(414)
Equity effect of purchase of entities under common control				590						590		—		590
Issuance of 1,128,713 shares to Baltic Trading shareholders		11		(11)						—		—		—
Elimination of non-controlling interest due to merger				194,375						194,375		(194,375)		—
Nonvested stock amortization				31,400						31,400		5,273		36,673
Balance - September 30, 2015	$	73	$	1,477,690	$	(17)	$	(327,691)	$	1,150,055	$	—	$	1,150,055

See accompanying notes to condensed consolidated financial statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015

(U.S. Dollars in Thousands)

(Unaudited)

	For the Nine Months Ended
	September 30,
	2016		2015
Cash flows from operating activities:
Net loss	$	(192,652)	$	(204,868)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58,152		58,933
Amortization of deferred financing costs		2,195		1,688
Amortization of nonvested stock compensation expense		14,512		36,673
Impairment of vessel assets		69,278		35,396
Loss on sale of vessel assets		77		900
Impairment of investment		2,696		32,536
Realized (gain) loss on sale of investment		(64)		662
Change in assets and liabilities:
Decrease in due from charterers		2,115		600
Decrease (increase) in prepaid expenses and other current assets		4,221		(89)
(Decrease) increase in accounts payable and accrued expenses		(5,392)		8,266
Increase (decrease) in deferred revenue		438		(381)
Increase in lease obligations		539		579
Deferred drydock costs incurred		(2,022)		(10,288)
Net cash used in operating activities		(45,907)		(39,393)
Cash flows from investing activities:
Purchase of vessels, including deposits		(425)		(46,129)
Purchase of other fixed assets		(284)		(586)
Net proceeds from sale of vessel assets		1,923		—
Sale of AFS securities		3,905		688
Changes in deposits of restricted cash		—		19,630
Net cash provided by (used in) investing activities		5,119		(26,397)
Cash flows from financing activities:
Repayments on the $100 Million Term Loan Facility		(5,769)		(5,769)
Repayments on the $253 Million Term Loan Facility		(15,225)		(16,875)
Proceeds from the 2015 Revolving Credit Facility		—		35,000
Repayments on the 2015 Revolving Credit Facility		(4,923)		—
Repayments on the $44 Million Term Loan Facility		(2,062)		(2,063)
Proceeds from the $148 Million Credit Facility		—		131,500
Repayments on the $148 Million Credit Facility		(8,991)		(4,894)
Repayments on the 2010 Credit Facility		—		(102,250)
Repayments on the $22 Million Term Loan Facility		(1,125)		(1,125)
Repayments on the 2014 Term Loan Facilities		(2,062)		(1,381)
Cash settlement of non-accredited Note holders		(101)		(748)
Payment of deferred financing costs		—		(4,541)
Net cash (used in) provided by financing activities		(40,258)		26,854
Net decrease in cash and cash equivalents		(81,046)		(38,936)
Cash and cash equivalents at beginning of period		121,074		83,414
Cash and cash equivalents at end of period	$	40,028	$	44,478

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”) and its direct and indirect wholly-owned subsidiaries, including Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands, and as of September 30, 2016, is the sole owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below under “Other General Information.”  As of September 30, 2016, Genco Ship Management LLC is the sole owner of all of the outstanding limited liability company interests of Genco Management (USA) LLC.

On April 15, 2016, the shareholders of the Company approved, at a Special Meeting of Shareholders (the “Special Meeting”), proposals to amend the Second Amended and Restated Articles of Incorporation of the Company to (i) increase the number of authorized shares of common stock of the Company from 250,000,000 to 500,000,000 and (ii) authorize the issuance of up to 100,000,000 shares of preferred stock, in one or more classes or series as determined by the Board of Directors of the Company. The authorized shares did not change as a result of the reverse stock split. Following the Special Meeting on such date, the Company filed Articles of Amendment of its Second Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands to implement to the foregoing amendments. Additionally, at the Special Meeting, the shareholders of the Company approved a proposal to amend the Second Amended and Restated Articles of Incorporation of the Company to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-25 with such reverse stock split to be effective at such time and date, if at all, as determined by the Board of Directors of the Company, but no later than one year after shareholder approval thereof.  

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presented in these condensed consolidated financial statements, with the exception of any share information for Baltic Trading, reflect the reverse stock split.  Refer to Note 6 — Net Loss per Common Share and Note 18 — Stock-Based Compensation. 

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company.  The Board of Directors appointed Arthur L. Regan, a current director of the Company, as Interim Executive Chairman of the Board.  In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016.  Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos is to receive an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consist of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90.  Refer to Note 18 — Stock-Based Compensation.  The agreements also contain customary provisions pertaining to confidential information, releases of claims by Mr. Georgiopoulos, and other restrictive covenants.

Liquidity, Going Concern, and Reclassification of Debt to Current

For purposes of preparing financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Company is required to disclose if it is in compliance with covenants under all of its nine credit facilities on a quarterly basis.  Pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter and the waiver entered into for the 2014 Term Loan Facilities (refer to Note 8 — Debt for defined terms), the collateral maintenance and maximum leverage requirements under all nine of the Company’s credit facilities have been waived through September 30, 2016, with the exception of the Amended $98 Million Credit Facility Commitment Letter, which reduced the collateral maintenance requirement from

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140% to 120% and the 2014 Term Loan Facilities, for which the waivers were extended through November 15, 2016, except that such extended waivers under the 2014 Term Loan Facilities will be void if Sinosure gives written notice to the agent bank that it does not approve the waivers.  Each of the Company’s credit facilities contain cross default provisions that could be triggered by the Company’s failure to satisfy or waive its collateral maintenance and maximum leverage covenants once the waivers expire.  Given the existence of the cross default provisions and the absence of any current solution which would cure the noncompliance for at least the next twelve months, absent entering into the New Facility (see Note 8 — Debt), the Company has determined that it should classify its outstanding indebtedness as a current liability as of September 30, 2016 and December 31, 2015.

Persistent weak drybulk industry conditions and historically low charter rates have negatively impacted the Company’s results of operations, cash flows, and liquidity and may continue to do so in the future. The negative impact on the Company’s liquidity, together with a continued decline in vessel values, presents difficulties for remaining in compliance with its credit facility covenants relating to minimum cash, leverage ratios, and collateral maintenance (refer to Note 8 — Debt), which could potentially result in defaults and acceleration of the repayment of its outstanding indebtedness.  These factors, as well as recurring losses from operations and negative working capital, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to: (i) develop and successfully implement a plan to address these factors, which may include refinancing the Company’s existing credit agreements, or obtaining further waivers or modifications to its credit agreements from its lenders, or raising additional capital through selling assets (including vessels), reducing or delaying capital expenditures, or pursuing other options that may be available to the Company which may include pursuing strategic opportunities and equity or debt offerings or potentially seeking protection in a Chapter 11 proceeding; (ii) return to profitability, (iii) generate sufficient cash flow from operations, (iv) remain in compliance with its credit facility covenants, as the same may be modified, and (v) obtain financing sources to meet the Company’s future obligations. Refer to “Commitment Letter” section in Note 8 — Debt for a discussion of the New Facility for an aggregate principal amount of up to $400,000. The realization of the Company’s assets and the satisfaction of its liabilities are subject to uncertainty.  The accompanying condensed consolidated financial statements do not include any direct adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern, except in regards to the classification of outstanding indebtedness as described above.

Merger Agreement with Baltic Trading

On April 7, 2015, the Company entered into a definitive merger agreement with Baltic Trading Limited (“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 to be 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 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 are 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. 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 a unanimous vote of directors present and voting, with Peter C. Georgiopoulos, former 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 completion of the Merger, the Company prepared its condensed consolidated financial statements in accordance with U.S. GAAP and consolidated the operations of Baltic Trading. The Baltic Trading common shares that the Company acquired in the Merger were previously recognized as a noncontrolling interest in the consolidated financial statements of the Company. Under U.S. GAAP, changes in a parent’s ownership interest in a subsidiary that do

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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 pursuant to the Merger was reflected as an adjustment to the equity in the Company. No gain or loss has been recognized in the Company’s Condensed Consolidated Statement of Comprehensive 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 owned 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 was 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), for transactions among 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 was reflected as an adjustment to Additional paid-in capital in the Condensed Consolidated Statement of Equity when the sale was completed on April 7, 2015.  The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions.

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Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2016:

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	(3)	1998
Genco Pioneer Limited	Genco Pioneer	29,952	1/4/05	(4)	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	(5)	1999
Genco Prosperity Limited	Genco Prosperity	47,180	4/4/05		1997
Genco Muse Limited	Genco Muse	48,913	10/14/05		2001
Genco Acheron Limited	Genco Acheron	72,495	11/7/06		1999
Genco Surprise Limited	Genco Surprise	72,495	11/17/06		1998
Genco Augustus Limited	Genco Augustus	180,151	8/17/07		2007
Genco Tiberius Limited	Genco Tiberius	175,874	8/28/07		2007
Genco London Limited	Genco London	177,833	9/28/07		2007
Genco Titus Limited	Genco Titus	177,729	11/15/07		2007
Genco Challenger Limited	Genco Challenger	28,428	12/14/07		2003
Genco Charger Limited	Genco Charger	28,398	12/14/07		2005
Genco Warrior Limited	Genco Warrior	55,435	12/17/07		2005
Genco Predator Limited	Genco Predator	55,407	12/20/07		2005
Genco Hunter Limited	Genco Hunter	58,729	12/20/07		2007
Genco Champion Limited	Genco Champion	28,445	1/2/08		2006
Genco Constantine Limited	Genco Constantine	180,183	2/21/08		2008
Genco Raptor LLC	Genco Raptor	76,499	6/23/08		2007
Genco Cavalier LLC	Genco Cavalier	53,617	7/17/08		2007
Genco Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,694	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,025	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,025	12/30/09		2010
Genco Bay Limited	Genco Bay	34,296	8/24/10		2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10		2010
Genco Avra Limited	Genco Avra	34,391	5/12/11		2011
Genco Mare Limited	Genco Mare	34,428	7/20/11		2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11		2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10		2009
Genco Ardennes Limited	Genco Ardennes	57,981	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	57,981	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	57,981	8/24/10		2010
Genco Brittany Limited	Genco Brittany	57,981	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	57,981	9/29/10		2010
Genco Loire Limited	Genco Loire	53,416	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,416	7/29/10		2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10		2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10		2005
Genco Provence Limited	Genco Provence	55,317	8/23/10		2004
Genco Pyrenees Limited	Genco Pyrenees	57,981	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,447	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,351	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,474	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,409	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

(3) The Genco Sugar was sold on October 20, 2016.  Refer to Note 20 – Subsequent Events.

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(4) The Genco Pioneer was sold on October 26, 2016.  Refer to Note 20 – Subsequent Events.

(5) The Genco Leader was sold on November 4, 2016.  Refer to Note 20 – Subsequent Events.

The Company formerly provided technical services for drybulk vessels purchased by Maritime Equity Partners (“MEP”).  Peter C. Georgiopoulos, former Chairman of the Board of Directors of the Company, is a director of and has a minority interest in MEP.  These services included oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but did not include chartering services.  The services were initially 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.   On September 30, 2015, under the oversight of an independent committee of our Board of Directors, Genco Management (USA) LLC and MEP entered into certain agreements under which MEP paid $2,178 of the amount of service fees in arrears (of which $261 was paid in 2016 by the new owners of five of the MEP vessels sold in January 2016 as described below) and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015. During January 2016, five of MEP’s vessels were sold to third parties and were no longer subject to the agency agreement.  Based upon the September 30, 2015 agreement, termination fees were due in the amount of $296 which was assumed by the new owners of the five MEP vessels that were sold and were paid in full during February 2016.  Additionally, during the three months ended September 30, 2016, the remaining seven of MEP’s vessels were sold to third parties, and the agency agreement was deemed terminated upon the sale of these vessels.  Based upon the September 30, 2015 agreement, termination fees were due in the amount of $830, which was assumed by the new owners of the seven MEP vessels that were sold and were paid in full as of September 30, 2016.  Refer to Note 7 – Related Party Transactions for amounts due to or from MEP as of September 30, 2016 and December 31, 2015. 

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 includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries, including Baltic Trading.  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, 2015 (the “2015 10-K”).  The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2016.

Segment reporting

The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, after the effective date of the Merger on July 17, 2015, which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  Prior to the Merger, the Company had two reportable operating segments, GS&T and Baltic Trading.

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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 three months ended September 30, 2016 and 2015 was $17,077 and $19,172, respectively.  Depreciation expense for vessels for the nine months ended September 30, 2016 and 2015 was $54,752 and $56,869, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt. 

Vessels held for sale

On September 30, 2016, the Board of Directors authorized the sale of the Genco Sugar and Genco Pioneer.  As such, these vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2016.  Refer to Note 4 — Vessel Acquisitions and Dispositions and Note 20 — Subsequent Events for additional information.

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 September 30, 2016 and December 31, 2015, the Company had an accrual of $398 and $498, respectively, related to these estimated customer claims.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost or market adjustments to re-value the bunker fuel on a quarterly basis.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $390 and $3,099 during the three months ended September 30, 2016 and 2015, respectively.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $4,195 and $6,957 during the nine months ended September 30, 2016 and 2015, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Other operating income

During the three and nine months ended September 30, 2016, the Company recorded other operating income of $0 and $182, respectively.  There was no operating income earned during the three and nine months ended September 30, 2015.  Other operating income recorded during the nine months ended September 30, 2016 consists primarily of $157 received from Samsun Logix Corporation (“Samsun”) pursuant to the revised rehabilitation plan that was approved by the South Korean courts on April 8, 2016.  Refer to Note 17 — Commitments and Contingencies for further information regarding the bankruptcy settlement with Samsun.

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Impairment of vessel assets

During the three months ended September 30, 2016 and 2015, the Company did not record any impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”).  During the nine months ended September 30, 2016 and 2015, the Company recorded $69,278 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360. 

At June 8, 2016, the Company determined that the scrapping of nine of its vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, was more likely than not pursuant to the Commitment Letter entered into for the New Credit Facility as defined and disclosed in Note 8 — Debt.  Therefore, at June 8, 2016, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the aforementioned nine vessels did not exceed the carrying value of the vessels at June 8, 2016, the Company reduced the carrying value of the nine vessels to their net realizable value, which was based on the expected net proceeds from scrapping the vessels.  This resulted in an impairment loss of $67,594 during the nine months ended September 30, 2016.

At March 31, 2016, the Company determined that the scrapping of the Genco Marine was more likely than not based on discussions with the Company’s Board of Directors.  Therefore, at March 31, 2016, the time utilized to determine the recoverability of the carrying value of the vessel asset was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the Genco Marine did not exceed the carrying value of the vessel at March 31, 2016, the Company reduced the carrying value of the Genco Marine to its net realizable value, which was based on the expected proceeds from scrapping the vessel.  This resulted in an impairment loss of $1,684 during the nine months ended September 30, 2016.  On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and the sale of the Genco Marine to the scrap yard was completed on May 17, 2016. 

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, at March 31, 2015, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  Similarly, 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 at March 31, 2015, the Company reduced the carrying value of both vessels to their estimated fair value, which was determined primarily based on appraisals and third-party broker quotes. This resulted in an impairment loss of $35,396 during the nine months ended September 30, 2015. 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 nine months ended September 30, 2016, the Company recorded $0 and $77 related to the loss on the sale of the Genco Marine, respectively.  During the three and nine months ended September 30, 2015, the Company recorded $0 and $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, respectively.

Noncontrolling interest

Net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2015 of $7,178 and $59,471, respectively, reflects the noncontrolling interest’s share of the net loss of the Company’s subsidiary, Baltic Trading, prior to the Merger on July 17, 2015, which owned and employed 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.    Refer to Note 1— General Information for details pertaining to the Merger.

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Investments

The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and in 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.  The investments in Jinhui and KLC have been 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”).  The Company classifies the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date.

Investments are reviewed quarterly to identify possible other-than-temporary impairment in accordance with ASC Subtopic 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”).  When evaluating its investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuer’s assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value.  Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss.  Refer to Note 5 — Investments.

Income taxes

Pursuant to certain agreements, GS&T technically and commercially managed vessels for Baltic Trading until the Merger, 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) LLC (“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 Company for these services during the three months ended September 30, 2016 was $1,016 of which $0 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $829 associated with these activities for the three months ended September 30, 2016. This resulted in estimated tax expense of $417 for the three months ended September 30, 2016.  Total revenue earned by the Company for these services during the three months ended September 30, 2015 was $1,012 of which $184 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended September 30, 2015. This resulted in estimated tax expense of $269 for the three months ended September 30, 2015.

Total revenue earned by the Company for these services during the nine months ended September 30, 2016 was $2,240 of which $0 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,619 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $766 for the nine months ended September 30, 2016.  Total revenue earned by the Company for these services during the nine months ended September 30, 2015 was $5,692 of which $3,235 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $3,323 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $1,499 for the nine months ended September 30, 2016.

Prior to the Merger, Baltic Trading was subject to income tax on its United States source income.  However, as a result of the Merger, Baltic Trading should qualify for the Section 883 exemption of the U.S. Internal Revenue Code of 1986 (as amended) in 2016 and in future taxable years as long as GS&T qualifies for the Section 883 exemption.  As such, during the three and nine months ended September 30, 2016, there was no United States income tax recorded for

16

Baltic Trading. During the three and nine months ended September 30, 2015, Baltic Trading had United States operations that resulted in United States source income of $583 and $1,348, respectively.  Baltic Trading’s estimated United States income tax expense for the three and nine months ended September 30, 2015 was $23 and $54, respectively.

Recent accounting pronouncements

In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments.”  This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification of certain cash receipts and payments in the statement of cash flows.  This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted.  This ASU shall be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases.  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense.  This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This ASU will require that equity investments are measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-15 (“ASU 2015-15”), which amends presentation and disclosure requirements outlined in ASU 2015-03, “Interest-Imputation of Interest (ASC Subtopic 835-30):  Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”) by clarifying guidance for debt issuance costs related to line of credit arrangements by acknowledging the statement by SEC staff that it would not object to presentation of debt issuance costs related to a line of credit arrangement as an asset, and amortizing them ratably over the term of the line of credit arrangement, regardless of whether there were any borrowings outstanding under the agreement. Issued in April 2015, ASU 2015-03 required debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts.  Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company adopted ASU 2015-03 during the three months ended March 31, 2016 on a retrospective basis. Refer to Note 8 – Debt.

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

17

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 consolidated financial statements. Subsequent to the issuance of ASU 2014-09, the FASB issued the following ASU’s which amend or provide additional guidance on topics addressed in ASU 2014-09.  In March 2016, the FASB issued ASU No. 2016-08, “Revenue Recognition - Principal versus Agent” (reporting revenue gross versus net). In April 2016, the FASB issued ASU No. 2016-10, “Revenue Recognition - Identifying Performance Obligations and Licenses.”   Lastly, in May 2016, the FASB issued No. ASU 2016-12, “Revenue Recognition - Narrow Scope Improvements and Practical Expedients.”   The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

3 - CASH FLOW INFORMATION

For the nine months ended September 30, 2016, the 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 $45 for the Purchase of vessels, including deposits and $18 for the Purchase of other fixed assets. Additionally, during the nine months ended September 30, 2016, the 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 $58 associated with the Sale of AFS securities.

Professional fees and trustee fees in the amount of $243 were recognized by the Company in Reorganization items, net for the nine months ended September 30, 2016 (refer to Note 16 —  Reorganizations Items, net).  During this period, $173 of professional fees and trustee fees were paid through September 30, 2016 and $117 is included in Accounts payable and accrued expenses as of September 30, 2016.

For the nine months ended September 30, 2015, the 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 $363 for the Purchase of vessels, including deposits and $49 for the Purchase of other fixed assets.  Additionally, for the nine months ended September 30, 2015, the 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 $14 associated with the Payment of deferred financing fees.  Lastly, for the nine months ended September 30, 2015, the 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 $82 associated with the Cash settlement of non-accredited Note holders.  During the nine months ended September 30, 2015, the Company increased the estimated amount of non-accredited holders of the Convertible Senior Notes, which was discharged on July 9, 2014 when the Company emerged from bankruptcy (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 $1,006 were recognized by the Company in Reorganization items, net for the nine months ended September 30, 2015 (refer to Note 16 — Reorganizations Items, net).  During this period, $1,162 of professional fees and trustee fees were paid through September 30, 2015 and $157 is included in Accounts payable and accrued expenses as of September 30, 2015.

During the nine months ended September 30, 2015, the Company made a reclassification of $19,043 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of Baltic Wasp and Baltic Scorpion. No such reclassifications were made during the nine months ended September 30, 2016.

During the nine months ended September 30, 2016 and 2015, cash paid for interest, net of amounts capitalized, was $19,408 and $11,543, respectively.

During the nine months ended September 30, 2016 and 2015, cash paid for estimated income taxes was $512 and $1,369, respectively.

On May 18, 2016, the Company issued 666,664 restricted stock units, or 66,666 restricted stock units on a post-reverse stock split basis, to certain members of the Board of Directors.  The aggregate fair value of these restricted stock units was $340.  Refer to Note 18 — Stock-Based Compensation.   

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On February 17, 2016, the Company granted 408,163 and 204,081 shares of nonvested stock, or 40,816 and 20,408 shares on a post-reverse stock split basis, under the 2015 Equity Incentive Plan to Peter C. Georgiopoulos, former Chairman of the Board of Directors, and John Wobensmith, President, respectively.  The grant date fair value of such nonvested stock was $318.  Refer to Note 18 — Stock-Based Compensation.

On July 13, 2015 and July 29, 2015, the Company issued 16,188 and 58,215 restricted stock units, respectively, or 1,619 and 5,821 shares on a post-reverse stock split basis, respectively, to certain members of the Board of Directors.  The aggregate fair value of these restricted stock units was $113 and $416, respectively, and 1,619, 2,328 and 3,493 restricted stock units vested on July 17, 2015, February 17, 2016 and May 18, 2016, respectively.  Refer to Note 18 — Stock-Based Compensation.

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

On September 30, 2016, the Board of Directors unanimously approved the sale of the Genco Sugar and Genco Pioneer and these vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2016.  Refer to Note 20 — Subsequent Events for details of the sales.

On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine. On May 17, 2016, the Company completed the sale of the Genco Marine.  The Company realized a net loss of $77 and had net proceeds of $1,923 from the sale of the vessel, including costs incurred to deliver the vessel to the buyer, during the nine months ended September 30, 2016.  The Company reached an agreement on May 6, 2016 to sell the Genco Marine, a 1996-built Handymax vessel, to be scrapped with Ace Exim Pte Ltd., a demolition yard, for a net amount $2,187 less a 2.0% broker commission payable to a third party.  

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 were renamed the Baltic Mantis and the Baltic Scorpion. 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 and the Baltic Mantis were delivered to the Company on August 6, 2015 and October 9, 2015, respectively. The Company has utilized a combination of cash on hand, cash flow from operations as well as debt, including the $148 Million Credit Facility and the 2014 Term Loan Facilities as described in Note 8 — Debt, to fully finance the acquisition of these 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 delivery dates for the vessels in the Company’s fleet.

Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading for the three months ended September 30, 2016 and 2015 was $0 and $100, respectively, and $0 and $363 for the nine months ended September 30, 2016 and 2015, respectively. 

5 – INVESTMENTS

The Company holds an investment in the capital stock of Jinhui and the stock of KLC.  Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping.  KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products.  These investments are designated as AFS and are reported at fair value, with unrealized gains and losses recorded in equity as a component of AOCI.  At September 30, 2016 and December 31, 2015, the Company held 10,235,100 and 15,706,825 shares of Jinhui capital stock, respectively, which is recorded at its fair value

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of $6,127 and $12,273, respectively, based on the last closing price during each respective quarter on September 30, 2016 and December 30, 2015, respectively.  At September 30, 2016 and December 31, 2015, the Company held 3,355 shares of KLC stock which is recorded at its fair value of $64 and $54, respectively, based on the last closing price during each respective quarter on September 30, 2016 and December 30, 2015.

The Company reviews the investment in Jinhui for indicators of other-than-temporary impairment in accordance with ASC 320-10. Based on the Company’s review, it deemed the investment in Jinhui to be other-than-temporarily impaired as of June 30, 2016 and December 31, 2015 due to the duration and severity of the decline in its market value versus its cost basis and the absence of the intent and ability to recover the initial carrying value of the investment.  As a result, the Company recorded an impairment charge in the Condensed Consolidated Statement of Operations of $2,696 during the nine months ended September 30, 2016. The Company will continue to review its investments in Jinhui and KLC for impairment on a quarterly basis.  There were no impairment charges during the three months ended September 30, 2016 and $32,536 of impairment charges during the three and nine months ended September 30, 2015. The Company’s investment in Jinhui is a Level 1 item under the fair value hierarchy, refer to Note 10 — Fair Value of Financial Instruments.

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. As a result of the other-than-temporary impairment of the investment in Jinhui, the cost basis for the investment in Jinhui going forward will be based on its fair value as of June 30, 2016.

Refer to Note 9 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI, including the effects of any sales of Jinhui shares and other-than-temporary impairment of the investment in Jinhui.

6 - 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 reporting period. The computation of diluted net loss per share assumes the vesting of nonvested stock awards (refer to Note 18 — 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 164,910 nonvested shares outstanding, including RSUs, at September 30, 2016 (refer to Note 18 — Stock-Based Compensation), all are anti-dilutive. Of the 2,852,487 of MIP Warrants and 3,936,761 of equity warrants outstanding at September 30, 2016, all are anti-dilutive.  The 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 Company (refer to Note 18 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. 

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presents in these condensed consolidated financial statements reflect the reverse stock split. 

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The components of the denominator for the calculation of basic and diluted net loss per share are as follows:

	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Dilutive effect of warrants	—	—	—	—
Dilutive effect of restricted stock awards	—	—	—	—
Weighted-average common shares outstanding, diluted	7,245,268	6,982,434	7,228,660	6,361,518

7 - RELATED PARTY TRANSACTIONS

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a Director of the Company, refer to Note 1 — General Information. The following represent related party transactions reflected in these condensed consolidated financial statements:

The Company incurred travel and other office related expenditures from Gener8 Maritime, Inc. (“Gener8”), where the Company’s former Chairman, Peter C. Georgiopoulos, serves as Chairman of the Board.  During the nine months ended September 30, 2016 and 2015, the Company incurred travel and other office related expenditures totaling $73 and $76, respectively, reimbursable to Gener8 or its service provider. At September 30, 2016 and December 31, 2015, the amount due to Gener8 from the Company was $18 and $8, respectively.

During the nine months ended September 30, 2016 and 2015, the Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $0 and $18, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, the former Chairman of the Board.  At September 30, 2016 and December 31, 2015, the amount due to Constantine Georgiopoulos was $11 and $11, respectively.

The Company has entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in its fleet.  Peter C. Georgiopoulos, former Chairman of the Board of the Company, is Chairman of the Board of Aegean.  During the nine months ended September 30, 2016 and 2015, Aegean supplied lubricating oils and bunkers to the Company’s vessels aggregating $1,189 and $1,330, respectively.  At September 30, 2016 and December 31, 2015, $211 and $219 remained outstanding, respectively.

During the nine months ended September 30, 2016 and 2015, the Company invoiced MEP for technical services provided, including termination fees, and expenses paid on MEP’s behalf aggregating $2,225 and $2,508, respectively. Peter C. Georgiopoulos, former Chairman of the Board, is a director of and has a minority interest in MEP.  At September 30, 2016, $39 was due to MEP from the Company.  At December 31, 2015, $603 was due to the Company from MEP.  Total service revenue earned by the Company, including termination fees, for technical service provided to MEP for the nine months ended September 30, 2016 and 2015 was $2,240 and $2,457, respectively.

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8 – DEBT

Long-term debt consists of the following:

	September 30,		December 31,
	2016		2015
Principal amount	$	548,276	$	588,434
Less:  Unamortized debt issuance costs		(7,821)		(9,411)
Less: Current portion		(540,455)		(579,023)
Long-term debt	$	—	$	—

	September 30, 2016				December 31, 2015
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$100 Million Term Loan Facility	$	54,330	$	955	$	60,100	$	1,201
$253 Million Term Loan Facility		130,043		2,010		145,268		2,528
$44 Million Term Loan Facility		36,438		473		38,500		584
2015 Revolving Credit Facility		51,294		—		56,218		—
$98 Million Credit Facility		98,271		1,994		98,271		2,368
$148 Million Credit Facility		131,394		519		140,383		639
$22 Million Term Loan Facility		17,500		299		18,625		376
2014 Term Loan Facilities		29,006		1,571		31,069		1,715
Total debt	$	548,276	$	7,821	$	588,434	$	9,411

During the three months ended March 31, 2016, the Company adopted ASU 2015-03 (refer to Note 2 – Summary of Significant Accounting Policies) which requires debt issuance costs related to a recognized debt liability to be presented on the condensed consolidated balance sheets as a direct deduction from the debt liability rather than as a deferred financing cost assets.  The Company applied this guidance for all of its credit facilities with the exception of the 2015 Revolving Credit Facility and the revolving credit facility portion of the $148 Million Credit Facility, which represent revolving credit agreements which are not addressed in ASU 2015-03.  Accordingly, as of September 30, 2016, $7,821 of deferred financing costs were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Furthermore, the Company reclassified $9,411 of deferred financing costs from Deferred Financing Costs, net to the Current Portion of Long-Term Debt as of December 31, 2015. 

Commitment Letter

On June 8, 2016, the Company entered into a Commitment Letter (the “Commitment Letter”) for a senior secured loan facility (the “New Facility”) for an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, and BNP Paribas.  The New Facility is intended to refinance the Company’s $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and 2015 Revolving Credit Facility, each as defined below (collectively, the “Prior Facilities”).  The New Facility is subject to definitive documentation, and the Company’s ability to borrow under the New Facility is subject to a number of conditions, including the completion of an equity financing satisfactory to the lenders with gross proceeds to the Company including the equity commitments described below of at least $125,000, amendment of the Company’s other credit facilities on terms satisfactory to the lenders and other customary conditions.  As a condition to the effectiveness of the Commitment Letter, the Company entered into separate equity commitment letters for a portion

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of such financing on June 8, 2016 with each of the following: (i) funds or related entities managed by Centerbridge Partners, L.P. or its affiliates (“Centerbridge”) for approximately $31,200, (ii) funds or related entities managed by Strategic Value Partners, LLC (“SVP”) for approximately $17,300, and (iii) funds managed by affiliates of Apollo Global Management, LLC (“Apollo”) for approximately $14,000, each of which are subject to a number of conditions.  Additionally, pursuant to the Commitment Letter, the waivers with regard to the collateral maintenance covenants under the $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2015 Revolving Credit Facility, as defined below, were initially extended to July 29, 2016 subject to the entry into a definitive purchase agreement for the equity financing referred to above by June 30, 2016.

On June 30, 2016 the Company entered into an amendment and restatement of the Commitment Letter (the “Amended Commitment Letter”).  This amendment extended the collateral maintenance waivers under the Prior Facilities through 11:59 p.m. on September 30, 2016, which were further extended to October 7, 2016 pursuant to an additional agreement entered into with the lenders on September 30, 2016.  On October 6, 2016, the collateral maintenance waivers were further extended through November 15, 2016 pursuant to the Second Amended Commitment Letter (as defined below).  Additionally, the Second Amended Commitment Letter (as defined below), as well as the Amended $98 Million Credit Facility Commitment Letter (refer to the “$98 Million Credit Facility” section below) provided for waivers of the Company’s company-wide minimum cash covenants, so long as cash and cash equivalents of the Company are at least $25,000, and of the Company’s maximum leverage ratio through November 15, 2016.  Lastly, the collateral maintenance waivers and maximum leverage ratio waivers under the 2014 Term Loan Facility were extended through November 15, 2016 pursuant to a waiver entered into on October 14, 2016.  In addition, from August 31 through November 15, 2016, the amount of cash the Company would need to maintain under its minimum cash covenants applicable only to obligors in each Prior Facility would be reduced by up to $250 per vessel, subject to an overall maximum cash withdrawal of $10,000 to pay expenses and additional conditions.  The effectiveness of such new waivers and waiver extensions was conditioned on extension of the equity commitment letters entered into on June 8, 2016 as described above through September 30, 2016, which were so extended by amendments entered into on June 29, 2016.   The Amended Commitment Letter also conditioned such waivers on the Company entering into a definitive purchase agreement or file a registration statement for an equity financing by 11:59 p.m. on August 15, 2016.  Pursuant to additional agreements entered into with the lenders on August 12, 2016, August 30, 2016, September 14, 2016 and September 30, 2016, the deadline to enter into a definitive purchase agreement or file a registration statement for an equity financing was further extended to October 7, 2016.  Stock purchase agreements were entered into on October 6, 2016 pursuant to the Second Amended Commitment Letter as defined below.

On October 6, 2016, the Company entered into a second amendment and restatement of the Commitment Letter (the “Second Amended Commitment Letter”).  This amendment further extended the collateral maintenance waivers under the Prior Facilities through November 15, 2016. As a condition to the effectiveness of the Second Amended Commitment Letter, the Company entered into stock purchase agreements (the “Purchase Agreements”) effective as of October 4, 2016 with funds or related entities managed by Centerbridge, SVP and Apollo (the “Investors”) for the purchase of the Company’s Series A Convertible Preferred Stock for an aggregate of up to $125,000 in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.  The Series A Preferred Stock to be sold pursuant to the Purchase Agreements  will be automatically and mandatorily convertible into the Company’s common stock, par value $0.01 per share, upon approval by the Company’s shareholders of such conversion.  The purchase price of the Series A Preferred Stock under each of the Purchase Agreements is $4.85 per share.  An additional 1,288,660 shares of Series A Preferred Stock are to be issued to Centerbridge, SVP and Apollo as a commitment fee on a pro rata basis.  The purchase price and the other terms and conditions of the transaction were established in arm’s length negotiations between an independent special committee of the Board of the Directors of the Company (the “Special Committee”).  The Special Committee unanimously approved the transaction.

Under the Purchase Agreements, Centerbridge made a firm commitment to purchase 6,597,938 shares of Series A Preferred Stock for an aggregate purchase price of $32,000, SVP made a firm commitment to purchase 7,628,866 shares of Series A Preferred Stock for an aggregate purchase price of $37,000, and Apollo made a firm commitment to purchase 3,587,629 shares of Series A Preferred Stock for an aggregate purchase price of $17,400. In addition, Centerbridge, SVP and Apollo have agreed to provide a backstop commitment to purchase up to 3,402,062, 2,371,134 and 2,185,568 additional shares of Series A Preferred Stock, respectively, for $4.85 per share.  To the extent the

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Company agrees to issue Series A Preferred Stock in an additional private placement to third parties, the aggregate amount purchased by Centerbridge, SVP and Apollo may be reduced pro rata by up to $38,600 in Series A Preferred Stock.

Subsequently, on October 27, 2016, the Company entered into a stock purchase agreement (the “Additional Purchase Agreement”) with certain of the Investors; John C. Wobensmith, the Company’s President; and other investors for the sale of shares of Series A Preferred Stock for an aggregate purchase price of $38,600 at a purchase price of $4.85 per share.  The purchase price and the other terms and conditions of these transactions were established in arm’s length negotiations between an independent special committee of the board of directors of the Company (the “Special Committee”) and the investors.  The Special Committee unanimously approved the transactions.

Collateral Maintenance and Maximum Leverage Ratio Compliance

The Company is required to be in compliance with covenants under all of its nine credit facilities on a quarterly basis. Pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter (as defined below), and the waiver entered into for the 2014 Term Loan Facilities (as described below), the collateral maintenance requirements and maximum leverage requirements under all nine of the Company’s credit facilities has been waived through November 15, 2016, with the exception of the $98 Million Credit Facility Commitment Letter which reduced the collateral maintenance requirement from 140% to 120% and the 2014 Term Loan Facilities, for which the waivers were extended through November 15, 2016, except that such extended waivers under the 2014 Term Loan Facilities will be void if Sinosure gives written notice to the agent bank that it does not approve the waivers.  Each of the Company’s credit facilities contain cross default provisions that could be triggered by the Company’s failure to satisfy its collateral maintenance and maximum leverage covenants once the waivers expire.  Given the existence of the cross default provisions, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the Company has determined that it should classify its outstanding indebtedness as a current liability as of September 30, 2016 and December 31, 2015.

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 $22 Million Term Loan Facility (as defined below), 2014 Term Loan Facilities (as defined below) and the $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 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 $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 $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 was increased to 140% at the time of funding of the term loan for the Baltic Scorpion on August 3, 2015. 

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· 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 $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 the Company (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 GS&T 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.

On July 17, 2015, when the Merger was completed, the Company executed a guaranty of the obligations of the borrowers (other than to the extent the Company was a borrower) 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.

$98 Million Credit Facility

On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a newly formed direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”).

The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015. As of September 30, 2016, there was no availability under the $98 Million Credit Facility.  As of September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $96,277 and $95,903, respectively.

Borrowings under the facility are available for working capital purposes.  The facility has a final maturity date of September 30, 2020, and the principal borrowed under the facility will bear interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum.  The facility has no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter.  To the extent the value of the collateral under the facility is 182% or less of the loan amount outstanding, the Borrowers are to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts:  costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they own.

The Facility Agreement requires the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends;

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collateral maintenance requirements; and other customary covenants. The Company is prohibited from paying dividends under this facility until May 1, 2017. Following May 1, 2017, the amount of dividends the Company may pay is limited based on the amount of the loans outstanding under the 2015 Revolving Credit Facility (as defined below) and the $98 Million Credit Facility, as well as the ratio of the value of vessels and certain other collateral pledged under the $98 Million Credit Facility.  The Facility Agreement includes usual and customary events of default and remedies for facilities of this nature.  As of September 30, 2016 and December 31, 2015, the Company had 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.

Borrowings under the facility are secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco Champion, and the Genco Charger, and related collateral.  Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco are acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.

On June 29, 2016, the Company entered into a commitment letter (the “$98 Million Credit Facility Commitment Letter”) which provides for certain covenant relief through September 30, 2016.  For such period, compliance with the company-wide minimum cash covenant has been waived so long as cash and cash equivalents of the Company are at least $25,000; compliance with the maximum leverage ratio has been waived; and the ratio required to be maintained under the Company’s collateral maintenance covenant will be 120% rather than 140%.  An amendment to the $98 Million Credit Facility Commitment Letter was entered into on September 30, 2016 (the “Amended $98 Million Credit Facility Commitment Letter”) which extended these covenant reliefs through November 15, 2016.  Refer to the “Commitment Letter” section above for further discussions about the company-wide minimum cash covenant.

As of September 30, 2016, after giving effect to the modification of the collateral maintenance covenant as described above, the Company believed it was in compliance with all of the financial covenants under the $98 Million Credit Facility pursuant to the terms of the Amended $98 Million Credit Facility Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $96,277 has been classified as current liability in the Condensed Consolidated Balance Sheet as of September 30, 2016.

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 has since expired (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 were permitted 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. 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.

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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. 

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.  Additionally, on July 10, 2015 and October 14, 2015, the Company drew down $10,000 and $21,218, respectively, on the 2015 Revolving Credit Facility for working capital purposes. As of September 30, 2016, the Company has utilized its maximum borrowing capacity. At the September 30, 2016 and December 31, 2015, the total outstanding debt balance was $51,294 and $56,218, respectively. 

On April 7, 2016, the Company entered into a waiver agreement with the lenders under the 2015 Revolving Credit Facility to postpone the due date of the $1,641 amortization payment due April 7, 2016 to May 31, 2016.  As a condition thereof, the amount of the debt service required under the 2015 Revolving Credit Facility was $3,241 through May 30, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the 2015 Revolving Credit Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the debt outstanding under this facility of $51,294 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

$100 Million Term Loan Facility

On August 12, 2010, the Company entered into the $100 Million Term Loan Facility. As of September 30, 2016, 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 September 30, 2016, there was no availability under the $100 Million Term Loan Facility.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $53,375 and $58,899, respectively.

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 pay down 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 (refer to Note 16 – Reorganization Items, net for discussion of 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 June 30, 2015 (with quarterly testing commencing June 30, 2015).

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· 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 has been 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.  Refer to the $253 Million Term Loan Facility section below for a description of the additional security granted for this facility.

Consenting lenders under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility received an upfront fee of $165 and $350, respectively, related to the April 2015 Amendments.

In October 2015 and April 2015 the Company added two unencumbered vessels, the Genco Prosperity and Genco Sugar, respectively, as additional collateral to cover the previous shortfalls in meeting the collateral maintenance test.

A waiver was entered into on March 29, 2016 which required the Company to prepay the $1,923 debt amortization payment due on June 30, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $100 Million Term Loan Facility which extended the waiver through May 31, 2016.  Pursuant to additional agreements with the lenders under the $100 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $100 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $53,375 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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$253 Million Term Loan Facility

On August 20, 2010, the Company entered into the $253 Million Term Loan Facility. As of September 30, 2016, 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 September 30, 2016, there was no availability under the $253 Million Term Loan Facility. At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $128,033 and $142,740, respectively.

As of September 30, 2016 and December 31, 2015, 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.

In order to maintain compliance with the collateral maintenance test, 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.  Additionally, the Company was also in communication with the facility’s agent and prepaid $1,650 of the outstanding indebtedness on July 29, 2015, which the lenders agreed would reduce the schedules amortization payment of $5,075 that was due in October 2015.

A waiver was entered into on March 11, 2016 which required the Company to prepay the $5,075 debt amortization payment due on April 11, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $253 Million Term Loan Facility which extended the waiver through May 31, 2016. Pursuant to additional agreements with the lenders under the $253 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $253 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $128,033 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

$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.

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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 Genco 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, the Company may have the lien on the Genco Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, the Company 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 Genco Tiger and Baltic Lion, respectively.  As of September 30, 2016, the Company has utilized its maximum borrowing capacity of $44,000 and there was no further availability.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $35,965 and $37,916, respectively. 

On June 8, 2016, the Company entered into an amendment to the $44 Million Term Loan Facility which provided for cross-collateralization with the $22 Million Term Loan Facility.  Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Genco Tiger, Baltic Lion, Baltic Fox and Baltic Hare less the outstanding indebtedness under the $22 Million Term Loan Facility as the total security effective June 30, 2016. Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believes it was in compliance with all of the financial covenants under the $44 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $35,965 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 Baltic Trading $44 Million Term Loan Facility.  Refer to Note 1 — General Information for further information regarding the sale of these entities to the Company.

2010 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 Credit Facility”).  An amendment to the 2010 Credit Facility was entered into by Baltic Trading effective November 30, 2010.  Among other things, this amendment increased the commitment amount of the 2010 Credit Facility from $100,000 to $150,000.  An additional amendment to the 2010 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 Credit Facility:

· The requirement that certain additional vessels acquired by Baltic Trading be mortgaged as collateral under the 2010 Baltic Trading Credit Facility was eliminated.

· Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 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.

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· 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 $22 Million Term Loan Facility (as defined below) have been incorporated into the 2010 Credit Facility.

On December 31, 2014, Baltic Trading entered into the $148 Million Credit Facility. Refer to the “$148 Million Credit Facility” section below.  Borrowings under the $148 Million Credit Facility were used to refinance Baltic Trading’s indebtedness under the 2010 Credit Facility.  On January 7, 2015, Baltic Trading repaid the $102,250 outstanding under the 2010 Credit Facility with borrowings from the $148 Million Credit Facility.

$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 “$22 Million Term Loan Facility”).  Amounts borrowed and repaid under the $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 $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 on 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 $22 Million Term Loan Facility are secured by liens on the Company’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 $22 Million Term Loan Facility, the Company agreed to guarantee the obligations of its subsidiaries under the $22 Million Term Loan Facility.

On September 4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively.  As of September 30, 2016, the Company has utilized its maximum borrowing capacity of $22,000 and there was no further availability.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $17,201 and $18,249, respectively.

On June 8, 2016, the Company entered into an amendment to the $22 Million Term Loan Facility which provided for cross-collateralization with the $44 Million Term Loan Facility.  Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Baltic Fox, Baltic Hare, Genco Tiger and Baltic Lion less the outstanding indebtedness under the $44 Million Term Loan Facility as the total security effective June 30, 2016.  Additionally, this amendment increased the collateral maintenance requirement to 125% from 110% commencing July 1, 2016.  Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believes it was in compliance with all of the financial covenants under the $22 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $17,201 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 $22 Million

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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 $22 Million Term Loan Facility.

2014 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 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary acquired, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed under the 2014 Term Loan Facilities may not be reborrowed.  The 2014 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 Term Loan Facilities are insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which was recorded in deferred financing fees.  Borrowings under the 2014 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 commenced six months after the actual delivery date for each respective vessel.

Borrowings under the 2014 Term Loan Facilities are secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guarantees the obligations of the Baltic Hornet and Baltic Wasp under the 2014 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 September 30, 2016, the Company had utilized its maximum borrowing capacity and there was no further availability. At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $27,435 and $29,354, respectively. 

A waiver was entered into on June 30, 2016 with the lenders under the 2014 Term Loan Facilities which waived the collateral maintenance covenant through September 30, 2016.  On August 9, 2016, the Company entered into waiver agreements which extend the existing collateral maintenance covenant through October 15, 2016 and provided for waivers of the maximum leverage ratio covenant through such time.  On October 14, 2016, these waivers were further extended to November 15, 2016. 

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the 2014 Term Loan Facilities, other than covenants that had been waived pursuant to the waiver agreements entered into on August 9, 2016 and October 14, 2016.  However, as of September 30, 2016, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $27,435 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 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 Term Loan Facilities.

$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 “$148 Million Credit Facility”).  The $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

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used to refinance Baltic Trading’s outstanding indebtedness under the 2010 Credit Facility.  Amounts borrowed under the revolving credit facility of the $148 Million Credit Facility may be re-borrowed.  Borrowings under the term loan facility of the $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that were used to finance, in part, the purchase of two newbuilding Ultramax vessels that the Company had agreed to acquire, namely the Baltic Scorpion and Baltic Mantis.  Amounts borrowed under the term loan facility of the $148 Million Credit Facility may not be re-borrowed.

The $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 $148 Million Credit Facility, which began accruing on December 31, 2014.  The commitment under the revolving credit facility of the $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 $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 $148 Million Credit Facility must be repaid in full on the maturity date, December 31, 2019.

Borrowings under the $148 Million Credit Facility are secured by liens on nine of Company’s existing vessels that have served as collateral under the 2010 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 $148 Million Credit Facility requires the Company to comply with a number of customary covenants substantially similar to those in the 2010 Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance.

As of September 30, 2016, there was no availability under the $148 Million Credit Facility.  As of September 30, 2016 and December 31, 2015, the outstanding debt under the revolving credit facility of the $148 Million Credit Facility was $100,319 and $107,658, respectively.  Additionally, as of September 30, 2016 and December 31, 2014, the outstanding net debt under the term loan facility of the $148 Million Credit Facility was $30,556 and $32,086, respectively.

On January 7, 2015, Baltic Trading drew down $104,500 from the revolving credit facility of the $148 Million Credit Facility.  Using these borrowings, Baltic Trading repaid the $102,250 outstanding under the 2010 Facility.  Additionally, on February 27, 2015, Baltic Trading drew down $10,500 from the revolving credit facility of the $148 Million Credit Facility. 

On August 3, 2015 and October 7, 2015, the Company drew down $16,500 on the term loan facility on each date for the purchase of the Baltic Scorpion and Baltic Mantis, respectively.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

A waiver was entered into on April 12, 2016 which extended the cure period for the collateral maintenance covenants to May 31, 2016.  Pursuant to additional agreements with the lenders under the $148 Million Credit Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 8, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $148 Million Credit Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $130,875 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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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 $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 $148 Million Credit Facility.

As per the Amendment and Consent Agreements, the collateral maintenance increased 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 Progress and Genco Pioneer, as additional collateral to cover any potential shortfall of the collateral maintenance test.  The Genco Pioneer was subsequently sold on October 26, 2016 to a third party and the net proceeds were utilized to pay down debt under the $148 Million Credit Facility, refer to Note 20 — Subsequent Events.  Additionally, during December 2015, the Company added two of its unencumbered Panamax and Handymax vessels, the Genco Wisdom and Genco Leader, respectively, as additional collateral to cover any potential shortfall of the collateral maintenance test.  The Genco Leader was sold on November 4, 2016 to a third party and the net proceeds will be utilized to pay down debt under the $148 Million Credit Facility, refer to Note 20 — Subsequent Events. 

Interest rates

The following table 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. The following table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Effective Interest Rate	4.47	%	3.55	%	4.40	%	3.54	%
Range of Interest Rates (excluding impact of unused commitment fees)	3.13% to 6.96	%	2.78% to 3.93	%	2.69% to 6.96	%	2.73% to 3.93	%

9 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI included in the accompanying Condensed Consolidated Balance Sheets consist of net unrealized gains (losses) from investments in Jinhui stock and KLC stock.

Changes in AOCI by Component

For the Three Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2016	$	(26)
OCI before reclassifications		316
Amounts reclassified from AOCI		—
Net current-period OCI		316
AOCI — September 30, 2016	$	290

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Changes in AOCI by Component

For the Three Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2015	$	(26,360)
OCI before reclassifications		(6,880)
Amounts reclassified from AOCI		33,223
Net current-period OCI		26,343
AOCI — September 30, 2015	$	(17)

Changes in AOCI by Component

For the Nine Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2016	$	(21)
OCI before reclassifications		(2,385)
Amounts reclassified from AOCI		2,696
Net current-period OCI		311
AOCI — September 30, 2016	$	290

Changes in AOCI by Component

For the Nine Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2015	$	(25,317)
OCI before reclassifications		(7,923)
Amounts reclassified from AOCI		33,223
Net current-period OCI		25,300
AOCI — September 30, 2015	$	(17)

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		Reclassifications Out of AOCI
	For the Three Months Ended				For the Nine Months Ended				Affected Line Item in
	September 30,				September 30,				the Statement Where
Details about AOCI Components	2016		2015		2016		2015		Net Loss is Presented
Net unrealized loss on investments
Realized loss on sale of AFS investment	$	—	$	(687)	$	—	$	(687)	Other income (expense)
Impairment of AFS investment		—		(32,536)		(2,696)		(32,536)	Impairment of investment
Total reclassifications for the period	$	—	$	(33,223)	$	(2,696)	$	(33,223)

10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at September 30, 2016 and December 31, 2015 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	September 30, 2016				December 31, 2015
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	40,028	$	40,028	$	121,074	$	121,074
Restricted cash		19,815		19,815		19,815		19,815
Floating rate debt		548,276		548,276		588,434		588,434

The fair value of the floating rate debt under the $100 Million Term Loan Facility and the $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 this facility, and there were no changes 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 and the $98 Million Credit Facility are based on rates the Company recently obtained upon the effective date of these facilities on April 7, 2015 and November 4, 2015, respectively.   The fair value of the $148 Million Credit Facility, $22 Million Term Loan Facility and the 2014 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 8 — Debt for further information.  The carrying value approximates the fair market value for these floating rate loans.  The carrying amounts of the Company’s other financial instruments at September 30, 2016 and December 31, 2015 (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 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.

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· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of September 30, 2016 and December 31, 2015, the fair values of the Company’s financial assets and liabilities are categorized as follows:

	September 30, 2016
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	6,191	$	6,191

	December 31, 2015
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	12,327	$	12,327

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 transactions amongst third parties. The Company did not have any Level 3 financial assets or liabilities as of September 30, 2016 and December 31, 2015.

11 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	September 30,		December 31,
	2016		2015
Lubricant inventory, fuel oil and diesel oil inventory and other stores	$	10,318	$	10,478
Prepaid items		2,448		3,917
Insurance receivable		1,283		2,738
Other		3,023		4,236
Total prepaid expenses and other current assets	$	17,072	$	21,369

Other noncurrent assets in the amount of $514 at September 30, 2016 and December 31, 2015 represent the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 17 — Commitments and Contingencies for further information related to the lease agreement.

12 - DEFERRED FINANCING COSTS

Deferred financing costs include fees, commissions and legal expenses associated with securing revolving-debt facilities and other debt offerings and amending existing revolving-debt facilities. These costs are amortized over the life of the related debt and are included in interest expense.  Refer to Note 8 — Debt for further information regarding the existing revolving debt facilities.

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Total net deferred financing costs consist of the following as of September 30, 2016 and December 31, 2015:

	September 30,		December 31,
	2016		2015
2015 Revolving Credit Facility	$	1,254	$	1,254
$148 Million Credit Facility		2,774		2,774
Total deferred financing costs		4,028		4,028
Less: accumulated amortization		1,340		734
Total	$	2,688	$	3,294

During the three months ended March 31, 2016, the Company adopted ASU 2015-03 (refer to Note 2 – Summary of Significant Accounting Policies) which requires debt issuance costs related to a recognized debt liability to be presented on the Condensed Consolidated Balance Sheets as a direct deduction from the debt liability rather than as a deferred financing cost assets.  The Company applied this guidance for all of its credit facilities with the exception of the 2015 Revolving Credit Facility and the revolving credit facility portion of the $148 Million Credit Facility, which represent revolving credit agreements which are not addressed in ASU 2015-03.  Accordingly, as of September 30, 2016, $7,821 of deferred financing costs were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Furthermore, the Company reclassified $9,411 of deferred financing costs from Deferred financing costs, net to the Current portion of long-term debt as of December 31, 2015.  Refer to Note 8 — Debt for further information.

Amortization expense for deferred financing costs, including the deferred financing costs recognized net of the outstanding debt, was $737and $637 for the three months ended September 30, 2016 and 2015, respectively, and $2,195 and $1,688 for the nine months ended September 30, 2016 and 2015, respectively.  This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

13 - FIXED ASSETS

Fixed assets consist of the following:

	September 30,		December 31,
	2016		2015
Fixed assets, at cost:
Vessel equipment	$	1,127	$	1,086
Furniture and fixtures		462		462
Computer equipment		142		142
Total costs		1,731		1,690
Less: accumulated depreciation and amortization		660		404
Total	$	1,071	$	1,286

Depreciation and amortization expense for fixed assets for the three months ended September 30, 2016 and 2015 was $97 and $83, respectively.  Depreciation and amortization expense for fixed assets for the nine months ended September 30, 2016 and 2015 was $289 and $200, respectively.

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14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	September 30,		December 31,
	2016		2015
Accounts payable	$	4,835	$	8,271
Accrued general and administrative expenses		5,780		5,745
Accrued vessel operating expenses		11,065		13,451
Total	$	21,680	$	27,467

15 - REVENUE FROM TIME CHARTERS

Total voyage revenue includes revenue earned on time charters, including revenue earned in vessel pools and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters.  For the three months ended September 30, 2016 and 2015, the Company earned $37,871 and $49,167 of voyage revenue, respectively, and for the nine months ended September 30, 2016 and 2015, the Company earned $89,461 and $116,548 of voyage revenue, respectively. Included in voyage revenue for the three and nine months ended September 30, 2016 was $869 and $1,499 of profit sharing revenue, respectively.  There was no profit sharing revenue earned during the three and nine months ended September 30, 2015.  Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of October 26, 2016, is expected to be $8,148 for the remainder of 2016 and $2,592 for the year ended December 31, 2017, 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.

16 - REORGANIZATION ITEMS, NET

On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than 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 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, 2015 for further detail regarding the bankruptcy filing.

Reorganization items, net represents 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				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Professional fees incurred	$	70	$	169	$	192	$	644
Trustee fees incurred		13		5		51		362
Total reorganization fees	$	83	$	174	$	243	$	1,006
Total reorganization items, net	$	83	$	174	$	243	$	1,006

17 - COMMITMENTS AND CONTINGENCIES

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 were $82 per month until May 31, 2015 and thereafter will be $90 per month until the end of the seven-year term.  Pursuant to

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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 prior to the Effective Date. 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 September 30, 2016 and December 31, 2015 of $1,688 and $1,149, respectively.  Rent expense pertaining to this lease for the three months ended September 30, 2016 and 2015 was $452 and $452, respectively, and $1,356 and $1,356 for the nine months ended September 30, 2016 and 2015, respectively during both periods.

Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $269 for the remainder of 2016, $1,076 for 2017, $916 for 2018, $2,230 annually for 2019 and 2020 and a total of $11,130 for the remaining term of the lease.

On August 10, 2016, the Company settled its outstanding lease liability related to its previous office space which the Company had filed a motion to reject in the bankruptcy proceedings.  The motion was accepted on the Effective Date upon the Company’s emergence from Chapter 11. The settlement of this claim resulted in a gain that was recorded in rent expense in the amount of ($116) during the three and nine months ended September 30, 2016.

During the beginning of 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter to Samsun when Samsun filed for the equivalent of bankruptcy protection in South Korea, otherwise referred to as a rehabilitation application.  On July 3, 2015, Samsun filed for rehabilitation proceedings for the second time with the South Korean courts due to financial distress.  On April 8, 2016, the revised rehabilitation plan was approved by the South Korean court whereby 26% of the remainder of the $3,979 unpaid cash claim settlement from the prior rehabilitation plan, or $1,035, will be settled pursuant to a payment plan over the next ten-year period.  The remaining 74% of the claim will be converted to Samsun Shares.  Refer to Note 2 — Summary of Significant Accounting Policies for Other Operating Income recorded during the three and nine months ended September 30, 2016.

18 - STOCK-BASED COMPENSATION

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presented in these condensed consolidated financial statements reflect the reverse stock split. 

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company.  In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016.  Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos is to receive an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consist of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. The Company is currently evaluating the effect on its consolidated financial statements during the three months ended December 31, 2016.

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 prior to the Company’s reverse stock split, which is equivalent to approximately

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966,806 shares on a post-split basis.  Awards under the MIP took the form of restricted stock grants and 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 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 for 2,380,664, 2,467,009 and 3,709,788 shares.  Following the Company’s reverse stock split, these MIP warrants are exercisable for approximately 238,066, 246,701, and 370,979 shares and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 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 nine months ended September 30, 2016 and 2015, the Company recognized amortization expense of the fair value of these warrants, which is included in the Company’s Condensed Consolidated Statements of Operations as a component of General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	2,442	$	5,646	$	9,973	$	22,134

Amortization of the unamortized stock-based compensation balance of $5,132 as of September 30, 2016 is expected to be expensed $1,523 and $3,609 during the remainder of 2016 and during the year ending December 31, 2017, respectively.  The following table summarizes the warrant activity for the nine months ended September 30, 2016:

		Weighted		Weighted
	Number of	Average Exercise		Average Fair
	Warrants	Price		Value
Outstanding at January 1, 2016	5,704,974	$	303.12	$	6.36
Granted	—		—		—
Exercisable	(2,852,487)		303.12		6.36
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at September 30, 2016	2,852,487	$	303.12	$	6.36

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The following table summarizes certain information about the warrants outstanding as of September 30, 2016:

		Warrants Outstanding,				Warrants Exercisable,
		September 30, 2016				September 30, 2016
					Weighted				Weighted
			Weighted		Average		Weighted		Average
Weighted			Average		Remaining		Average		Remaining
Average		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Exercise Price		Warrants	Price		Life	Warrants	Price		Life
$	303.12	2,852,487	$	303.12	3.86	5,704,974	$	303.12	3.86

The nonvested stock awards granted under the MIP will vest ratably on each of the three anniversaries of August 7, 2014. The table below summarizes the Company’s nonvested stock awards for the nine months ended September 30, 2016 which were issued under the MIP:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1, 2016	74,040	$	200.00
Granted	—		—
Vested	(37,020)		200.00
Forfeited	—		—
Outstanding at September 30, 2016	37,020	$	200.00

The total fair value of MIP restricted shares that vested during the nine months ended September 30, 2016 and 2015 was $190 and $2,662, 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 nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	996	$	2,304	$	4,069	$	9,031

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $2,094 related to nonvested stock will be recognized over a weighted-average period of 0.85 years.

2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 4,000,000 shares of common stock, or 400,000 shares following the Company’s reverse stock split (the “2015 Plan”).  Under the 2015 Plan, the Company’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants.  Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.  As of September 30, 2016, the Company has awarded restricted stock units and restricted stock under the 2015 Plan.

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Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests.  The RSUs generally vest on the date of the Company’s annual shareholders meeting following the date of the grant.  As of September 30, 2016 and December 31, 2015, 3,138 and 0 shares, respectively, of the Company’s common stock were outstanding in respect of the RSUs.  Such shares will only be issued in respect of vested RSUs when the director’s service with the Company as a director terminates.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant.   The table below summarizes the Company’s RSUs for the nine months ended September 30, 2016:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2016	5,821	$	71.50
Granted	66,666		5.10
Vested	(5,821)		71.50
Forfeited	—		—
Outstanding at September 30, 2016	66,666	$	5.10

The total fair value of the RSUs that vested during the nine months ended September 30, 2016 and 2015 was $30 and $116, 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.    On February 17, 2016, the vesting of 23,286 outstanding RSUs, or 2,328 outstanding RSUs on a post-reverse stock split basis, were accelerated upon the resignation of two members on the Company’s Board of Directors.

The following table summarizes certain information of the RSUs unvested and vested as of September 30, 2016:

Unvested RSUs				Vested RSUs
September 30, 2016				September 30, 2016
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
66,666	$	5.10	0.63	7,440	$	71.18

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $213 related to RSUs will be recognized over a weighted-average period of 0.63 years.

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For the three and nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General, administrative and management fees as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	86	$	235	$	320	$	235

Restricted Stock

Under the 2015 Plan, grants of restricted common stock issued to executives and Peter C. Georgiopoulos, the Company’s former Chairman of the Board, vest ratably on each of the three anniversaries of the determined vesting date.  The table below summarizes the Company’s nonvested stock awards for the nine months ended September 30, 2016 which were issued under the 2015 Plan:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1,2016	—	$	—
Granted	61,224		5.20
Vested	—		—
Forfeited	—		—
Outstanding  at September 30, 2016	61,224	$	5.20

There were no shares that vested under the 2015 Plan during the nine months ended September 30, 2016 and 2015.  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 nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	60	$	—	$	150	$	—

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $168 related to nonvested stock will be recognized over a weighted-average period of 2.13 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.  When the Merger was completed on July 17, 2015, the 1,941,844 nonvested shares issued under the Baltic Trading Plan

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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.    

The total fair value of shares that vested under the Baltic Trading Plan during the nine months ended September 30, 2015 was $2,913. 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 nine months ended September 30, 2016 and 2015, the 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				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	—	$	3,665	$	—	$	5,273

19 - LEGAL PROCEEDINGS

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York.  On May 26, 2015, the six 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”).  The Consolidated Complaint is purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading.  The Consolidated Complaint names as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, 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 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 on July 15, 2015 (the “Preliminary Injunction Denial”).  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 that appeal.

On June 30, 2015, Defendants had moved to dismiss the Consolidated Complaint in its entirety.  Plaintiffs subsequently served an Amended Consolidated Complaint, and Defendants directed their motion to dismiss to that amended complaint.  The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016 (the “Dismissal Decision”).     

On September 29, 2016, plaintiffs filed a Notice of Appeal with the Supreme Court of the State of New York, County of New York, which recites their appeal of the Dismissal Decision, “including ... and as referenced in” the Dismissal Order, the Preliminary Injunction Denial. 

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows besides those noted above.

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20 - SUBSEQUENT EVENTS

On October 8, 2016, the Company reached an agreement to sell the Genco Pioneer, a 1999-built Handysize vessel, to a third party for $2,650 less a 5.5% broker commission payable to a third party.  The sale was completed on October 26, 2016.  On October 26, 2016 the Company utilized the net proceeds to pay down $2,504 on the $148 Million Credit Facility as the Genco Pioneer was a collateralized vessel under this facility.

On October 10, 2016, the Company reached an agreement to sell the Genco Sugar, a 1998-built Handysize vessel, to a third party for $2,450 less a 5.5% broker commission payable to a third party.  The sale was completed on October 20, 2016.  On October 21, 2016, the Company utilized the net proceeds to pay down $2,315 on the $100 Million Term Loan Facility as the Genco Sugar was a collateralized vessel under this facility.

On October 24, 2016, the Board of Directors unanimously approved selling the Genco Leader, a 1999-built Panamax vessel, and on October 25, 2016, the Company reached an agreement to sell the Genco Leader to a third party for $3,470 less a 3.0% broker commission payable to a third party.  The sale was completed on November 4, 2016.  The Company will utilize the net proceeds to pay down $3,366 on the $148 Million Credit Facility as the Genco Leader is a collateralized vessel under this facility.

On October 27, 2016, the Company received $777 from Samsun as full and final settlement of the outstanding claim that was approved by the South Korean court on April 8, 2016, refer to Note 17 — Commitments and Contingencies.  This represents the net present value of the remainder of the $1,035 cash settlement that was originally going to be paid over the next ten-year period.  This will be recorded as Other operating income during the fourth quarter of 2016.

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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) further declines or sustained weakness in demand in the drybulk shipping industry; (ii) continuation of 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, lube, oil, bunkers, 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 Company’s 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) the Company’s 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 charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the ability to realize the expected benefits of the our merger with Baltic Trading to the degree, in the amounts or in the timeframe anticipated; (xvi) the extent to which our operating results continue to be affected by weakness in market conditions and charter rates; (xvii) our ability to continue as a going concern, (xviii) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xix) our ability to implement measures to resolve our liquidity and covenant compliance issues; (xx) our ability to fulfill conditions under the commitment letters for our credit facilities, including without limitation completion of definitive documentation and an equity financing; (xxi) our ability to fulfill the conditions under the agreements for our proposed equity financing; and other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent reports on Form 8-K and Form 10-Q.

The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.

General

We are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels.  Excluding the Genco Leader which was sold on November 4, 2016, our fleet currently consists of 66 drybulk vessels, including 13 Capesize, seven Panamax, four Ultramax, 21 Supramax, five Handymax and 16 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 4,979,000 dwt, and the average age of our fleet is currently approximately 9.5 years.  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., Swissmarine Services S.A. and the Clipper Logger Pool and Clipper Sapphire 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 November 2016 and July 2017.

See pages 58-60 for a table of all vessels in our fleet.

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

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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, former 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.

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.

We report financial information and evaluate our operations by charter revenues and not by the length of ship employment for our customers, i.e., spot or time charters.  Each of our vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, we have determined that we operate in one reportable segment, after the effective date of the Merger on July 17, 2015, in which we are engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  Therefore, the totals previously reported for the two segments (GS&T and Baltic Trading) is the total for the single reportable segment effective upon the Merger.

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.  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 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine. On May 17, 2016, we completed the sale of the Genco Marine.  We realized a net loss of $0.1 million and had net proceeds of $1.9 million from the sale of the vessel, including costs incurred to deliver the vessel to the buyer, during the nine months ended September 30, 2016.  We reached an agreement on May 6, 2016 to sell the Genco Marine, a 1996-built Handymax vessel, to be scrapped with Ace Exim Pte Ltd., a demolition yard, for a net amount $2.2 million less a 2.0% broker commission payable to a third party.  

During October 2016, we reached agreements with third-parties to sell three of our vessels, the Genco Pioneer (a 1999-built Handysize vessel), the Genco Sugar (a 1998-built Handysize vessel) and the Genco Leader (a 1999-built Panamax vessel).   These sales were completed during October and November 2016.  Refer to Note 20 — Subsequent Events in our Condensed Consolidated Financial Statements for further details.

We entered into a long-term management agreement (the “Management Agreement”) with Baltic Trading pursuant to which we applied our expertise and experience in the drybulk industry to provide Baltic Trading with commercial, technical, administrative and strategic services. The Management Agreement was for an initial term of approximately 15 years. Baltic Trading paid us for the services we provided it as well as reimbursed us for our costs and expenses incurred in providing certain of these services. Management fee income we earned from the Management

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Agreement net of any allocated shared expenses, such as salary, office expenses and other general and administrative fees, were taxable to us. Upon consolidation with Baltic Trading, any management fee income earned was eliminated for financial reporting purposes.  The Management Agreement was terminated as of July 18, 2015.

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.

On October 13, 2016, Peter C. Georgiopoulos resigned as our Chairman of the Board and a director of the Company.  The Board of Directors appointed Arthur L. Regan, a current director of the Company, as Interim Executive Chairman of the Board.  In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016.  Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos is to receive an amount equal to the annual Chairman’s fee awarded to him in recent years of $0.5 million as a severance payment and full vesting of his unvested equity awards, which consist of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise per share ranging $259.10 to $341.90.  Refer to Note 18 — Stock-Based Compensation of our Condensed Consolidated Financial Statements.  The agreements also contain customary provisions pertaining to confidential information, releases of claims by Mr. Georgiopoulos, and other restrictive covenants.

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 formerly provided technical services for drybulk vessels purchased by MEP under an agency agreement between us and MEP.  These services included oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but did not include chartering services.  The services were initially 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.  Mr. Georgiopoulos is a director of and has a minority interest in MEP.  This arrangement was approved by an independent committee of our Board of Directors.  On September 30, 2015, under the oversight of an independent committee of our Board of Directors, Genco Management (USA) LLC and MEP entered into certain agreements under which MEP paid $2.2 million of the amount of service fees in arrears (of which $0.3 million was paid in 2016 by the new owners of five of the MEP vessels sold in January 2016 as described below) and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015.  During January 2016 and the three months ended September 30, 2016, five and seven of MEP’s vessels, respectively, were sold to third parties, upon which these vessels were no longer subject to the agency agreement.  Based upon the September 30, 2015 agreement, termination fees were due in the amount $0.3 million and $0.8 million, respectively, which was assumed by the new owners of the MEP vessels that were sold.  The amount of these termination fees has been paid in full.  The daily service fee earned for the three and nine months ended September 30, 2016 has also been paid in full.  At September 30, 2016, all MEP vessels have been sold.

See Note 8 — Debt of our Condensed Consolidated Financial Statements included in this report for the defined terms we use for each of our credit facilities and a description of each facility.

Factors Affecting Our Results of Operations

We believe that the following table reflects important measures for analyzing trends in our results of operations. The table reflects our ownership days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three and nine months ended September 30, 2016 and 2015 on a consolidated basis, which includes the operations of Baltic Trading.  On July 7, 2016, the Company completed a one-for-ten reverse stock split of

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its common stock.  As a result, all share and per share information included for all periods presented reflect the reverse stock split.  Refer to Note 6 — Net Loss per Common Share and Note 18 — Stock-Based Compensation in our Condensed Consolidated Financial Statements. 

	For the Three Months Ended
	September 30,						Increase
	2016			2015			(Decrease)			% Change
Fleet Data:
Ownership days (1)
Capesize		1,196.0			1,196.0			—		—
Panamax		736.0			736.0			—		—
Ultramax		368.0			239.9			128.1		53.4	%
Supramax		1,932.0			1,932.0			—		—
Handymax		460.0			552.0			(92.0)		(16.7)	%
Handysize		1,656.0			1,656.0			—		—
Total		6,348.0			6,311.9			36.1		0.6	%
Available days (2)
Capesize		1,182.3			1,187.6			(5.3)		(0.4)	%
Panamax		627.3			684.1			(56.8)		(8.3)	%
Ultramax		368.0			237.6			130.4		54.9	%
Supramax		1,915.4			1,869.3			46.1		2.5	%
Handymax		455.3			515.6			(60.3)		(11.7)	%
Handysize		1,613.0			1,573.6			39.4		2.5	%
Total		6,161.3			6,067.8			93.5		1.5	%
Operating days (3)
Capesize		1,181.8			1,171.2			10.6		0.9	%
Panamax		627.3			683.2			(55.9)		(8.2)	%
Ultramax		368.0			236.7			131.3		55.5	%
Supramax		1,885.2			1,827.8			57.4		3.1	%
Handymax		453.0			507.6			(54.6)		(10.8)	%
Handysize		1,607.6			1,573.2			34.4		2.2	%
Total		6,122.9			5,999.7			123.2		2.1	%
Fleet utilization (4)
Capesize		100.0	%		98.6	%		1.4	%	1.4	%
Panamax		100.0	%		99.9	%		0.1	%	0.1	%
Ultramax		100.0	%		99.6	%		0.4	%	0.4	%
Supramax		98.4	%		97.8	%		0.6	%	0.6	%
Handymax		99.5	%		98.5	%		1.0	%	1.0	%
Handysize		99.7	%		100.0	%		(0.3)	%	(0.3)	%
Fleet average		99.4	%		98.9	%		0.5	%	0.5	%

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	For the Three Months Ended
	September 30,				Increase
	2016		2015		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (5)
Capesize	$	5,689	$	11,120	$	(5,431)	(48.8)	%
Panamax		5,815		5,191		624	12.0	%
Ultramax		7,115		9,628		(2,513)	(26.1)	%
Supramax		6,003		5,887		116	2.0	%
Handymax		6,060		6,217		(157)	(2.5)	%
Handysize		5,183		5,895		(712)	(12.1)	%
Fleet average		5,779		7,009		(1,230)	(17.5)	%
Daily vessel operating expenses (6)
Capesize	$	4,753	$	5,320	$	(567)	(10.7)	%
Panamax		4,298		5,284		(986)	(18.7)	%
Ultramax		4,776		4,699		77	1.6	%
Supramax		4,675		4,914		(239)	(4.9)	%
Handymax		4,173		5,474		(1,301)	(23.8)	%
Handysize		4,169		4,619		(450)	(9.7)	%
Fleet average		4,483		4,997		(514)	(10.3)	%

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	For the Nine Months Ended
	September 30,						Increase
	2016			2015			(Decrease)			% Change
Fleet Data:
Ownership days (1)
Capesize		3,562.0			3,549.0			13.0		0.4	%
Panamax		2,192.0			2,184.0			8.0		0.4	%
Ultramax		1,096.0			600.9			495.1		82.4	%
Supramax		5,754.0			5,733.0			21.0		0.4	%
Handymax		1,507.7			1,638.0			(130.3)		(8.0)	%
Handysize		4,932.0			4,914.0			18.0		0.4	%
Total		19,043.7			18,618.9			424.8		2.3	%
Available days (2)
Capesize		3,534.3			3,492.9			41.4		1.2	%
Panamax		2,043.5			2,108.6			(65.1)		(3.1)	%
Ultramax		1,096.0			594.1			501.9		84.5	%
Supramax		5,591.6			5,442.4			149.2		2.7	%
Handymax		1,358.9			1,463.1			(104.2)		(7.1)	%
Handysize		4,857.7			4,765.0			92.7		1.9	%
Total		18,482.0			17,866.1			615.9		3.4	%
Operating days (3)
Capesize		3,533.8			3,446.8			87.0		2.5	%
Panamax		2,032.6			2,106.9			(74.3)		(3.5)	%
Ultramax		1,090.5			593.2			497.3		83.8	%
Supramax		5,506.4			5,310.4			196.0		3.7	%
Handymax		1,294.2			1,417.2			(123.0)		(8.7)	%
Handysize		4,835.2			4,755.0			80.2		1.7	%
Total		18,292.7			17,629.5			663.2		3.8	%
Fleet utilization (4)
Capesize		100.0	%		98.7	%		1.3	%	1.3	%
Panamax		99.5	%		99.9	%		(0.4)	%	(0.4)	%
Ultramax		99.5	%		99.9	%		(0.4)	%	(0.4)	%
Supramax		98.5	%		97.6	%		0.9	%	0.9	%
Handymax		95.2	%		96.9	%		(1.7)	%	(1.8)	%
Handysize		99.5	%		99.8	%		(0.3)	%	(0.3)	%
Fleet average		99.0	%		98.7	%		0.3	%	0.3	%

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	For the Nine Months Ended
	September 30,				Increase
	2016		2015		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (5)
Capesize	$	3,456	$	6,204	$	(2,748)	(44.3)	%
Panamax		4,297		4,517		(220)	(4.9)	%
Ultramax		5,691		8,013		(2,322)	(29.0)	%
Supramax		4,621		5,478		(857)	(15.6)	%
Handymax		3,857		5,646		(1,789)	(31.7)	%
Handysize		4,512		5,822		(1,310)	(22.5)	%
Fleet average		4,341		5,696		(1,355)	(23.8)	%
Daily vessel operating expenses (6)
Capesize	$	4,784	$	5,212	$	(428)	(8.2)	%
Panamax		4,429		4,748		(319)	(6.7)	%
Ultramax		4,629		4,649		(20)	(0.4)	%
Supramax		4,701		4,876		(175)	(3.6)	%
Handymax		4,330		5,163		(833)	(16.1)	%
Handysize		4,202		4,492		(290)	(6.5)	%
Fleet average		4,523		4,841		(318)	(6.6)	%

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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.

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Voyage revenues (in thousands)	$	37,871	$	49,167	$	89,461	$	116,548
Voyage expenses (in thousands)		2,262		6,638		9,232		14,775
		35,609		42,529		80,229		101,773
Total available days		6,161.3		6,067.8		18,482.0		17,866.1
Total TCE rate	$	5,779	$	7,009	$	4,341	$	5,696

(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.

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Operating Data

The following tables represent the operating data for the three and nine months ended September 30, 2016 and 2015 on a consolidated basis, which includes the operations of Baltic Trading.

	For the Three Months Ended
	September 30,
	2016		2015		Change		% Change
	(U.S. dollars in thousands, except for per shareamounts)
Revenue:
Voyage revenues	$	37,871	$	49,167	$	(11,296)	(23.0)	%
Service revenues		1,016		828		188	22.7	%
Total revenues		38,887		49,995		(11,108)	(22.2)	%
Operating Expenses:
Voyage expenses		2,262		6,638		(4,376)	(65.9)	%
Vessel operating expenses		28,460		31,544		(3,084)	(9.8)	%
General, administrative and management fees		10,153		26,983		(16,830)	(62.4)	%
Depreciation and amortization		18,127		20,124		(1,997)	(9.9)	%
Total operating expenses		59,002		85,289		(26,287)	(30.8)	%
Operating loss		(20,115)		(35,294)		15,179	(43.0)	%
Other expense		(6,899)		(38,043)		31,144	(81.9)	%
Loss before reorganization items, net		(27,014)		(73,337)		46,323	(63.2)	%
Reorganization items, net		(83)		(174)		91	(52.3)	%
Loss before income taxes		(27,097)		(73,511)		46,414	(63.1)	%
Income tax expense		(417)		(292)		(125)	42.8	%
Net loss		(27,514)		(73,803)		46,289	(62.7)	%
Less: Net loss attributable to noncontrolling interest		—		(7,178)		7,178	(100.0)	%
Net loss attributable to Genco Shipping & Trading Limited	$	(27,514)	$	(66,625)	$	39,111	(58.7)	%
Net loss per share - basic	$	(3.80)	$	(9.54)	$	5.74	(60.2)	%
Net loss per share - diluted	$	(3.80)	$	(9.54)	$	5.74	(60.2)	%
Weighted average common shares outstanding - basic		7,245,268		6,982,434		262,834	3.8	%
Weighted average common shares outstanding - diluted		7,245,268		6,982,434		262,834	3.8	%
EBITDA (1)	$	(1,946)	$	(41,355)	$	39,409	(95.3)	%

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	For the Nine Months Ended
	September 30,
	2016		2015		Change		% Change
	(U.S. dollars in thousands, except for per shareamounts)
Revenue:
Voyage revenues	$	89,461	$	116,548	$	(27,087)	(23.2)	%
Service revenues		2,240		2,457		(217)	(8.8)	%
Total revenues		91,701		119,005		(27,304)	(22.9)	%
Operating Expenses:
Voyage expenses		9,232		14,775		(5,543)	(37.5)	%
Vessel operating expenses		86,125		90,143		(4,018)	(4.5)	%
General, administrative and management fees		36,861		73,798		(36,937)	(50.1)	%
Depreciation and amortization		58,152		58,933		(781)	(1.3)	%
Other operating income		(182)		—		(182)	100.0	%
Impairment of vessel assets		69,278		35,396		33,882	95.7	%
Loss on sale of vessels		77		1,210		(1,133)	(93.6)	%
Total operating expenses		259,543		274,255		(14,712)	(5.4)	%
Operating loss		(167,842)		(155,250)		(12,592)	8.1	%
Other expense		(23,801)		(47,059)		23,258	(49.4)	%
Loss before reorganization items, net		(191,643)		(202,309)		10,666	(5.3)	%
Reorganization items, net		(243)		(1,006)		763	(75.8)	%
Loss before income taxes		(191,886)		(203,315)		11,429	(5.6)	%
Income tax expense		(766)		(1,553)		787	(50.7)	%
Net loss		(192,652)		(204,868)		12,216	(6.0)	%
Less: Net loss attributable to noncontrolling interest		—		(59,471)		59,471	(100.0)	%
Net loss attributable to Genco Shipping & Trading Limited	$	(192,652)	$	(145,397)	$	(47,255)	32.5	%
Net loss per share - basic	$	(26.65)	$	(22.86)		(3.79)	16.6	%
Net loss per share - diluted	$	(26.65)	$	(22.86)		(3.79)	16.6	%
Weighted average common shares outstanding - basic		7,228,660		6,361,518		867,142	13.6	%
Weighted average common shares outstanding - diluted		7,228,660		6,361,518		867,142	13.6	%
EBITDA (1)	$	(112,678)	$	(71,095)	$	(41,583)	58.5	%

(1) EBITDA represents net (loss) income attributable to Genco Shipping & Trading Limited plus net interest expense, taxes and depreciation and amortization.  EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers.  Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings.  We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing.  EBITDA presents investors with a measure in addition to net income to evaluate

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our performance prior to these costs.  EBITDA is not an item recognized by U.S. GAAP (i.e. non-GAAP measure) 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 Condensed 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:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Net loss attributable to Genco Shipping & Trading Limited	$	(27,514)	$	(66,625)	$	(192,652)	$	(145,397)
Net interest expense		7,024		4,854		21,056		13,816
Income tax expense		417		292		766		1,553
Depreciation and amortization		18,127		20,124		58,152		58,933
EBITDA (1)	$	(1,946)	$	(41,355)	$	(112,678)	$	(71,095)

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Results of Operations

The following tables set forth information about the current employment of the vessels in our fleet as of November 2, 2016:

	Year		Charter
Vessel	Built	Charterer	Expiration(1)	Cash Daily Rate(2)
Capesize Vessels
Genco Augustus	2007	Swissmarine Services S.A.	February 2017		$7,800
Genco Tiberius	2007	Cargill International S.A.	December 2016		98% of BCI
Genco London	2007	Swissmarine Services S.A.	December 2016		$3,250 with 50% profit sharing
Genco Titus	2007	Swissmarine Services S.A.	December 2016		$8,000
Genco Constantine	2008	Swissmarine Services S.A.	February 2017		$7,800
Genco Hadrian	2008	Swissmarine Services S.A.	December 2016		98.5% of BCI
Genco Commodus	2009	Swissmarine Asia Pte. Ltd.	March 2017		$3,250 with 50% profit sharing
Genco Maximus	2009	Swissmarine Services S.A.	February 2017		$3,250 with 50% profit sharing
Genco Claudius	2010	Swissmarine Services S.A.	December 2016		99% of BCI
Genco Tiger	2011	Swissmarine Services S.A.	December 2016		103% of BCI
Baltic Lion	2012	Swissmarine Services S.A.	December 2016		$3,250 with 50% profit sharing
Baltic Bear	2010	Swissmarine Services S.A.	February 2017		$7,000
Baltic Wolf	2010	Swissmarine Services S.A.	December 2016		$3,250 with 50% profit sharing
Panamax Vessels
Genco Beauty	1999	Navig8 Inc.	October 2016		94.75% of BPI	(3)
Genco Knight	1999	Swissmarine Services S.A.	January 2017		95% of BPI
Genco Leader	1999	Transgrain Shipping B.V. Rotterdam	October 2016		$7,250	(4)
Genco Vigour	1999	Swissmarine Services S.A.	December 2016		95% of BPI
Genco Acheron	1999	Windrose SPS Shipping & Trading S.A.	December 2016		$7,500	(5)
Genco Surprise	1998	Ssangyong Shipping Co., Ltd.	November 2016		$6,500	(6)
Genco Raptor	2007	M2M Panamax Pool Ltd.	February 2017		100% of BPI
Genco Thunder	2007	Swissmarine Services S.A.	May 2017		100% of BPI
Ultramax Vessels
Baltic Hornet	2014	Swissmarine Asia Pte. Ltd.	February 2017		115.5% of BSI
Baltic Wasp	2015	Pioneer Navigation Ltd.	January 2017		$3,250 with 50% profit sharing
Baltic Scorpion	2015	Swissmarine Asia Pte. Ltd.	November 2016		115.5% of BSI
Baltic Mantis	2015	Pioneer Navigation Ltd.	December 2016		115% of BSI
Supramax Vessels
Genco Predator	2005	ED&F Man Shipping Ltd.	December 2016		98.5% of BSI
Genco Warrior	2005	Centurion Bulk Pte. Ltd., Singapore	April 2017		98.5% of BSI
Genco Hunter	2007	Pioneer Navigation Ltd.	June 2017		104% of BSI
Genco Cavalier	2007	Chun An Chartering Co. Ltd.	November 2016		$5,850	(7)
Genco Lorraine	2009	Cargill Ocean Transportation (Singapore) Pte. Ltd.	November 2016		$6,300	(8)
Genco Loire	2009	Bulkhandling Handymax A/S	February 2017		Spot Pool	(9)
Genco Aquitaine	2009	Bulkhandling Handymax A/S	January 2017		Spot Pool	(9)
Genco Ardennes	2009	Clipper Sapphire Pool	May 2017		Spot Pool	(10)
Genco Auvergne	2009	Pioneer Navigation Ltd.	December 2016		100% of BSI
Genco Bourgogne	2010	Clipper Sapphire Pool	May 2017		Spot Pool	(10)
Genco Brittany	2010	Clipper Sapphire Pool	May 2017		Spot Pool	(10)
Genco Languedoc	2010	Clipper Sapphire Pool	May 2017		Spot Pool	(10)
Genco Normandy	2007	Tongli Samoa Shipping Co., Ltd.	November 2016		$5,550	(11)
Genco Picardy	2005	Centurion Bulk Pte. Ltd., Singapore	December 2016		98.5% of BSI
Genco Provence	2004	Pioneer Navigation Ltd.	December 2016		100% of BSI
Genco Pyrenees	2010	Clipper Sapphire Pool	May 2017		Spot Pool	(10)
Genco Rhone	2011	Pioneer Navigation Ltd.	December 2016		100% of BSI
Baltic Leopard	2009	Bulkhandling Handymax A/S	February 2017		Spot Pool	(9)
Baltic Panther	2009	Bulkhandling Handymax A/S	February 2017		Spot Pool	(9)
Baltic Jaguar	2009	Centurion Bulk Pte. Ltd.	January 2017		$6,300	(12)
Baltic Cougar	2009	Bulkhandling Handymax A/S	February 2017		Spot Pool	(9)
Handymax Vessels
Genco Success	1997	TST NV, Nevis	February 2017		87.5% of BSI
Genco Carrier	1998	Elim Spring Marine (Hong Kong), Ltd.	November 2016		$5,500	(13)
Genco Prosperity	1997	TST NV, Nevis	March 2017		87.5% of BSI
Genco Wisdom	1997	ED&F Man Shipping Ltd.	December 2016		88.5% of BSI
Genco Muse	2001	Engelhart Commodities Trading Partners	November 2016		$7,500	(14)
Handysize Vessels
Genco Progress	1999	Clipper Logger Pool	May 2017		Spot Pool	(15)
Genco Explorer	1999	Clipper Logger Pool	May 2017		Spot Pool	(15)
Genco Reliance	1999	Clipper Logger Pool	January 2017		Spot Pool	(15)
Baltic Hare	2009	Clipper Logger Pool	May 2017		Spot Pool	(15)
Baltic Fox	2010	Clipper Logger Pool	May 2017		Spot Pool	(15)
Genco Charger	2005	Clipper Logger Pool	May 2017		Spot Pool	(15)
Genco Challenger	2003	Clipper Logger Pool	May 2017		Spot Pool	(15)
Genco Champion	2006	Clipper Logger Pool	May 2017		Spot Pool	(15)
Baltic Wind	2009	Trammo Bulk Carriers	February 2017		103% of BHSI
Baltic Cove	2010	Clipper Bulk Shipping Ltd.	July 2017		$5,750	(16)
Baltic Breeze	2010	Trammo Bulk Carriers	January 2017		103% of BHSI
Genco Ocean	2010	MUR Shipping B.V.	December 2016		$7,000	(17)
Genco Bay	2010	Noble Chartering Ltd., Hong Kong	November 2016		$5,475	(18)
Genco Avra	2011	Ultrabulk S.A.	April 2017		104% of BHSI
Genco Mare	2011	Pioneer Navigation Ltd.	July 2017		103.5% of BHSI
Genco Spirit	2011	MUR Shipping B.V.	November 2016		$5,500	(19)

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(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 vessel redelivered to Genco on October 28, 2016 and is currently awaiting next employment.

(4) The vessel redelivered to Genco from charterers. We have entered into an agreement to sell the vessel during Q4 2016. The vessel was sold on November 4, 2016.

(5) We have reached an agreement with Windrose SPS Shipping & Trading S.A. on a time charter for approximately 55 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 October 15, 2016 after repositioning. A ballast bonus was awarded after the repositioning period. The vessel redelivered to Genco on September 8, 2016.

(6) We have reached an agreement with Ssangyong Shipping Co., Ltd. on a time charter for approximately 15 days at a rate of $6,500 per day. Hire is paid every 15 days in advance less a 6.25% third-party brokerage commission. The vessel delivered to charterers on October 21, 2016.

(7) We have reached an agreement with Chun An Chartering Co., Ltd. on a time charter for approximately 30 days at a rate of $5,850 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on September 13, 2016 after repositioning. The vessel redelivered to Genco on September 10, 2016.

(8) We have reached an agreement with Cargill Ocean Transportation (Singapore) Pte. Ltd. on a time charter for approximately 15 days at a rate of $6,300 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on October 20, 2016 after repositioning. The vessel redelivered to Genco on October 17, 2016.

(9) We have reached an agreement to enter these vessels into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager. Genco can withdraw a vessel with three months’ notice.

(10) 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. 

(11) We have reached an agreement with Tongli Samoa Shipping Co., Ltd. on a time charter for approximately 15 days at a rate of $5,550 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on October 24, 2016 after repositioning. The vessel redelivered to Genco on October 18, 2016.

(12) We have agreed to an extension with Centurion Bulk Pte. Ltd. on a time charter for 2.5 to 5.5 months at a rate of $6,300 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The extension began on October 22, 2016.

(13) We have reached an agreement with Elim Spring Marine (Hong Kong), Ltd. on a time charter for approximately 18 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 delivered to charterers on October 30, 2016.

(14) We have reached an agreement with Engelhart Commodities Trading Partners on a time charter for approximately 45 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

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vessel delivered to charterers on October 12, 2016 after repositioning. The vessel redelivered to Genco on September 30, 2016.

(15) 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. 

(16) We have agreed to an extension with Clipper Bulk Shipping Ltd. on a time charter for 11.5 to 14.5 months 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 extension began on August 5, 2016.

(17) We have reached an agreement with MUR Shipping B.V. on a time charter for approximately 40 days at a rate of $7,000 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on October 24, 2016 after repositioning. The vessel redelivered to Genco on October 19, 2016.

(18) We have reached an agreement with Noble Chartering Ltd., Hong Kong on a time charter for approximately 20 days at a rate of $5,475 per day. Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission. The vessel delivered to charterers on November 2, 2016 after repositioning. The vessel redelivered to Genco on October 26, 2016.

(19) We have reached an agreement with MUR Shipping B.V. on a time charter for approximately 30 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 delivered to charterers on October 3, 2016.

Three months ended September 30, 2016 compared to the three months ended September 30, 2015

VOYAGE REVENUES-

For the three months ended September 30, 2016, voyage revenues decreased by $11.3 million, or 23.0%, to $37.9 million as compared to $49.2 million for the three months ended September 30, 2015.  The decrease in voyage revenues was primarily due to lower spot market rates achieved by the majority of our vessels.

The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 17.5% to $5,779 a day for the three months ended September 30, 2016 from $7,009 a day for the three months ended September 30, 2015.  The decrease in TCE rates was primarily due to lower spot rates achieved by the majority of the vessels in our fleet during the third quarter of 2016 as compared to the same period last year.  During the third quarter of 2016, the Baltic Dry Index continued to increase from all-time lows registered earlier in the year. Freight rates during the quarter were primarily supported by heightened demand for iron ore cargoes due to augmented Chinese steel production and increased coal shipments to China as the country reduced domestic coal output. With regard to supply, net fleet growth in the year-to-date remained relatively low in historical terms, however vessel demolition activity eased significantly during the third quarter as compared to the first half of the year leading to a rising pace of fleet growth during the period.

For the three months ended September 30, 2016 and 2015, we had 6,348.0 and 6,311.9 ownership days, respectively. The increase in ownership days is a result of the delivery of the Baltic Scorpion and Baltic Mantis during the second half of 2015 partially offset by the scrapping of the Genco Marine on May 17, 2016.  Fleet utilization increased to 99.4% from 98.9% during the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 primarily due to additional offhire periods during the three months ended September 30, 2015 for some of our Capesize and Handymax vessels.

SERVICE REVENUES-

Service revenues consist of revenues earned from providing technical services to MEP pursuant to the agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services were provided for a fee of $750 per ship per day until October 1, 2015, when the daily fees were reduced to $650 per ship per day pursuant to an agreement entered into between Genco Management (USA) LLC and MEP.  During the three months ended

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September 30, 2016 and 2015, total service revenue was $1.0 million and $0.8 million, respectively.  The increase was primarily a result of the termination fees associated with the sale of the remaining seven MEP vessels during the third quarter of 2016 to third parties in the amount of $0.8 million.  This increase was partially offset by a decrease in daily management fees of $0.6 million primarily as a result of the aforementioned sale of seven vessels during the third quarter of 2016, as well as the sale of five MEP vessel during January 2016. 

VOYAGE EXPENSES-

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses such as commissions which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses and the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Voyage expenses decreased by $4.4 million from $6.6 million during the three months ended September 30, 2015 as compared to $2.3 million during the three months ended September 30, 2016.  The decrease was primarily due to a $2.1 million decrease in net bunker losses recorded during the third quarter of 2016 as compared to the third 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 increase in bunker prices.  Additionally, there was a $1.3 million decrease in cost of bunkers consumed during short-term time charters during the third quarter of 2016 as compared to the same period last year.  Lastly, there was a $0.6 million decrease in the write down of our bunker inventory at the end of each quarter to its market value resulting from the fact that there was more bunker inventory that was above the market value and need to be adjusted as of September 30, 2015 as compared to September 30, 2016. 

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $3.1 million from $31.5 million during the third quarter of 2015 to $28.5 million during the third quarter of 2016.  This decrease was primarily due to lower expenses related to maintenance, crewing and insurance as well as the timing of purchases of stores and spares.

Daily vessel operating expenses decreased to $4,483 per vessel per day for the three months ended September 30, 2016 from $4,997 per day for the three months ended September 30, 2015.  The decrease in daily vessel operating expenses was predominantly due to lower expenses related to maintenance, crewing and insurance, as well as the timing of purchases of stores and spares.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the three months ended September 30, 2016 were $337 below the weighted-average budgeted rate of $4,820 per vessel per day.

Our vessel operating expenses, which generally represent fixed costs for each vessel, increase to the extent 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-

We incur general and administrative expenses, which relate to our onshore non-vessel-related activities. Our general and administrative expenses include our payroll expenses, including those relating to our executive officers, rent, legal, auditing and other professional expenses.  For further information on the restricted shares issued as incentive compensation to our former Chairman, our employees and our directors under our 2015 Equity Incentive Plan and the 2014 Management Incentive Program (the “MIP”), refer to Note 18 — Stock-Based Compensation in our Condensed

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Consolidated Financial Statements.  Additionally, 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.

For the three months ended September 30, 2016 and 2015, general, administrative and management fees were $10.2 million and $27.0 million, respectively.  The $16.8 million decrease was primarily due to a decrease in compensation costs and expenses related to the merger with Baltic Trading that were incurred during the third quarter of 2015, partially offset by costs related to financing or refinancing activities.  Included in general, administrative and management fees for the three months ended September 30, 2016 and 2015 are non-cash compensation expenses of $3.6 million and $11.8 million, respectively, arising from awards issued under our 2015 Equity Incentive Plan and the MIP.

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 and we estimate the residual value by taking the estimated scrap value of $310 per lightweight ton times the weight of the ship in lightweight tons.

Depreciation and amortization expense decreased by $2.0 million to $18.1 million during the three months ended September 30, 2016 as compared to $20.1 million during the three months ended September 30, 2015.  This decrease was primarily due to a decrease in depreciation expense for the nine vessels which were deemed impaired at June 30, 2016 and written down to their net realizable value at June 30, 2016.  Additionally, there was a decrease in depreciation expense for the Genco Marine which was scrapped on May 17, 2016.  These decreases were slightly offset by an increase in depreciation expense for the Baltic Mantis, which delivered to the Company during the fourth quarter of 2016.

OTHER (EXPENSE) INCOME-

IMPAIRMENT OF INVESTMENT–

During the three months ended September 30, 2016 and 2015, we recorded an impairment of investment of $0 million and $32.5 million, respectively.  We review our investment in Jinhui for indicators of other-than-temporary impairment on a quarterly basis.  Based on our review, we have deemed the investment in Jinhui to be other-than-temporarily impaired as of September 30, 2015. Our investment in Jinhui was not deemed to be other-than-temporarily impaired as of September 30, 2016.  Refer to Note 5 — Investments in our Condensed Consolidated Financial Statements for further details. 

OTHER INCOME (EXPENSE)  –

Other income (expense) fluctuated by $0.8 million from ($0.7) million during three months ended September 30, 2015 to $0.1 million during the three months ended September 30, 2016.  This fluctuation is primarily due to the change in gains and losses recorded related to the sale of available-for-sale investments.  Refer to Note 5 — Investments and Note 9 — Accumulated Other Comprehensive Income (Loss) in our Condensed Consolidated Financial Statements for further details. 

NET INTEREST EXPENSE –

Net interest expense increased by $2.1 million from $4.9 million during the three months ended September 30, 2015 to $7.0 million during the three months ended September 30, 2016.  Net interest expense during the three months ended September 30, 2016 and 2015 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase in net interest expense for the third quarter of 2016 as compared to the third quarter of 2015 was primarily due to an increase in interest expense and amortization of deferred financing fees associated with the $98 Million Credit Facility which was entered into on November 4, 2015.

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REORGANIZATION ITEMS, NET –

Reorganization items, net decreased by $0.1 million from $0.2 million during the three months ended September 30, 2015 to $0.1 million during the three months ended September 30, 2016.  These reorganization items include trustee fees and professional fees incurred after the Effective Date in relation to the Chapter 11 Cases.  The decrease is due to the winding down of settlement payments as a result of the Chapter 11 Cases.  Refer to Note 16 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail.

INCOME TAX EXPENSE-

For the three months ended September 30, 2016, income tax expense was $0.4 million as compared to $0.3 million during the three months ended September 30, 2015.  This income tax expense consists primarily of federal, state and local income taxes on net income earned by Genco Management (USA) LLC (“Genco (USA)”), one of our wholly-owned subsidiaries.  Pursuant to certain agreements, we technically and commercially managed vessels for Baltic Trading until the Merger on July 17, 2015, 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 September 30, 2016 as compared to the same period during the prior year is primarily due to an increase in service revenue recorded by Genco (USA) which was earned from MEP.  The increase in service revenue earned from MEP resulted primarily due to the $0.8 million of termination fees received for the sale of MEP’s remaining seven vessels during the third quarter of 2016.  This increase was partially offset by a $0.6 million decrease in management fees resulting from the sale of MEP’s 12 vessels during the nine months ended September 30, 2016 and reduction of the daily service fee received from $750 per vessel to $650 per vessel effective October 1, 2015.  Refer to Note 1 — General Information included in our Condensed Consolidated Financial Statements for further information.  The increase in service revenue earned from GMU was partially offset by a decrease in income earned by Genco (USA) due to the cancellation of the Management Agreement with Baltic Trading effective July 18, 2015 pursuant to the Merger.

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-

For the three months ended September 30, 2016 and 2015, net loss attributable to noncontrolling interest was $0 and $7.2 million, respectively.  Net loss (income) was allocated to the noncontrolling interest up until July 17, 2015 when the Merger was effective.  Once the Merger was effective, the noncontrolling interest allocation was no longer applicable.

Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

VOYAGE REVENUES-

For the nine months ended September 30, 2016, voyage revenues decreased by $27.1 million, or 23.2%, to $89.5 million as compared to $116.5 million for the nine months ended September 30, 2015.  The decrease in voyage revenues was primarily due to lower spot market rates achieved by the majority of our vessels.

The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 23.8% to $4,341 a day for the nine months ended September 30, 2016 from $5,696 a day for the nine months ended September 30, 2015.  The decrease in TCE rates was primarily due to lower spot rates achieved by our vessels during the nine months ended September 30, 2016 as compared to the same period last year. 

For the nine months ended September 30, 2016 and 2015, we had 19,043.7 and 18,618.9 ownership days, respectively. The increase in ownership days is a result of the delivery of the Baltic Scorpion and Baltic Mantis during

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the second half of 2015 partially offset by the scrapping of the Genco Marine on May 17, 2016.  Fleet utilization increased marginally to 99.0% from 98.7% during the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015.

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 were provided for a fee of $750 per ship per day until October 1, 2015, when the daily fees were reduced to $650 per ship per day pursuant to an agreement entered into between Genco Management (USA) LLC and MEP.  During the nine months ended September 30, 2016 and 2015, total service revenue was $2.2 million and $2.5 million, respectively.   The decrease was primarily a result of a $1.3 million decrease in management fees due to the combination of the sale of five and seven of the MEP vessels during January 2016 and the third quarter of 2016, respectively, as well as the decrease in daily management fees.  These decreases were partially offset by an increase in the termination fees of $1.1 million during the nine months ended September 30, 2016 related to the sale of the aforementioned 12 MEP vessels. 

VOYAGE EXPENSES-

Voyage expenses decreased by $5.5 million from $14.8 million during the nine months ended September 30, 2015 as compared to $9.2 million during the nine months ended September 30, 2016.  The decrease was primarily due to a $1.7 million decrease in the write down of our bunker inventory at the end of each quarter to its market value resulting from the fact that there was more bunker inventory that was above the market value and need to be adjusted at quarter-end during the nine months ended September 30, 2015 as compared to the same period during 2016.  Additionally, there was a decrease in bunker consumption of $1.4 million during the nine months ended September 30, 2016 as compared to the same period during 2015, as well as a $1.1 million decrease in net bunker losses recorded during the nine months ended September 30, 2016 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 increase in bunker prices. Lastly, there was a $1.0 million decrease in the cost of bunkers consumed during short-term time charters during the nine months ended September 30, 2016 as compared to the same period last year. 

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $4.0 million from $90.1 million during the nine months ended September 30, 2015 to $86.1 million during the nine months ended September 30, 2016.  This decrease was primarily due to lower expenses related to maintenance, as well as crewing and insurance expenses.

Daily vessel operating expenses decreased to $4,523 per vessel per day for the nine months ended September 30, 2016 from $4,841 per day for the nine months ended September 30, 2015.  The decrease in daily vessel operating expenses was predominantly due to lower insurance, crew and maintenance related expenses.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the nine months ended September 30, 2016 were $297 below the weighted-average budgeted rate of $4,820 per vessel per day.

GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-

For the nine months ended September 30, 2016 and 2015, general, administrative and management fees were $36.9 million and $73.8 million, respectively.  The $36.9 million decrease was primarily due to a decrease in compensation costs and expenses related to the merger with Baltic Trading that were incurred during the nine months ended September 30, 2015, partially offset by costs related to financing or refinancing activities.  Included in general, administrative and management fees for the nine months ended September 30, 2016 and 2015 are non-cash compensation expenses of $14.5 million and $36.7 million, respectively, arising from awards issued under our 2015 Equity Incentive Plan and the MIP.

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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 and we estimate the residual value by taking the estimated scrap value of $310 per lightweight ton times the weight of the ship in lightweight tons.

Depreciation and amortization expense decreased by $0.7 million to $58.2 million during the nine months ended September 30, 2016 as compared to $58.9 million during the nine months ended September 30, 2015.  This decrease was primarily due a decrease in depreciation expense for the nine vessels which were deemed impaired at June 30, 2016 and written down to their net realizable value at June 30, 2016.  Additionally, there was a decrease in depreciation for the Genco Marine which was scrapped on May 17, 2016.  These decreases were partially offset by an increase in depreciation expense for the Baltic Scorpion and Baltic Mantis, which delivered to the Company during the third and fourth quarters of 2015, respectively.

OTHER OPERATING INCOME –

For the nine months ended September 30, 2016 and 2015, other operating income was $0.2 million and $0, respectively.  The increase is primarily due to a payment of $0.2 million received from Samsun Logix Corporation as part of the cash settlement of the revised rehabilitation plan approved by the South Korean courts on April 8, 2016.  Refer to Note 17 — Commitments and Contingencies in our Condensed Consolidated Financial Statements for further information regarding the settlement.

IMPAIRMENT OF VESSEL ASSETS -

During the nine months ended September 30, 2016 and 2015, we recorded $69.3 million and $35.4 million, respectively, of impairment of vessel assets.  During the nine months ended September 30, 2016, we recorded $67.6 million of impairment for nine of our vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, for which we have deemed it is more likely than not that will be scrapped.  Additionally, we recorded $1.7 million of impairment of vessel assets to adjust the net realizable value of the Genco Marine which was scrapped on May 17, 2016.  During the nine months ended September 30, 2015, we recorded $35.4 million of impairment for the Baltic Lion and Baltic Tiger, which were sold to us from Baltic Trading on April 8, 2015.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information which describes how it was determined that these vessel assets were impaired. 

LOSS ON SALE OF VESSELS –

During the nine months ended September 30, 2016 and 2015, we recorded $0.1 million and $1.2 million Loss on sale of vessels, respectively.  On May 17, 2016, we scrapped the Genco Marine which resulted in a loss of $0.1 million during the nine months ended September 30, 2016.  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 during the nine months ended September 30, 2015.

OTHER (EXPENSE) INCOME-

IMPAIRMENT OF INVESTMENT –

During the nine months ended September 30, 2016 and 2015, we recorded an impairment of investment of $2.7 million and $32.5 million, respectively.  We review our investment in Jinhui for indicators of other-than-temporary impairment on a quarterly basis.  Based on our review, we have deemed the investment in Jinhui to be other-than-temporarily impaired as of June 30, 2016 and September 30, 2015. Our investment in Jinhui was not deemed to be other-

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than-temporarily impaired as of September 30, 2016.  Refer to Note 5 — Investments in our Condensed Consolidated Financial Statements for further details. 

OTHER EXPENSE  –

Other expense decreased by $0.6 million from $0.7 million during nine months ended September 30, 2015 to $0.1 million during the nine months ended September 30, 2016.  This fluctuation is primarily due to a decrease in the losses recorded related to the sale of available-for-sale investments.  Refer to Note 5 — Investments and Note 9 — Accumulated Other Comprehensive Income (Loss) in our Condensed Consolidated Financial Statements for further details. 

NET INTEREST EXPENSE –

Net interest expense increased by $7.3 million from $13.8 million during the nine months ended September 30, 2015 to $21.1 million during the nine months ended September 30, 2016.  Net interest expense during the nine months ended September 30, 2016 and 2015 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase in net interest expense for the nine months ended September 30, 2016 as compared to the same period during 2015 was primarily due to an increase in interest expense and amortization of deferred financing fees associated with the 2015 Revolving Credit Facility and the $98 Million Credit Facility which were entered into on April 7, 2015 and November 4, 2015, respectively.

REORGANIZATION ITEMS, NET

Reorganization items, net decreased by $0.8 million from $1.0 million during the nine months ended September 30, 2015 to $0.2 million during the nine months ended September 30, 2016.  These reorganization items include trustee fees and professional fees incurred after the Effective Date in relation to the Chapter 11 Cases.  The decrease is due to the winding down of settlement payments as a result of the Chapter 11 Cases.  Refer to Note 16 — Reorganization items, net in our Condensed Consolidated Financial Statements for further detail.

INCOME TAX EXPENSE-

For the nine months ended September 30, 2016, income tax expense was $0.8 million as compared to $1.6 million during the nine months ended September 30, 2015.  This income tax expense consists primarily of federal, state and local income taxes on net income earned by Genco Management (USA) LLC (“Genco (USA)”), one of our wholly-owned subsidiaries.  Pursuant to certain agreements, we technically and commercially managed vessels for Baltic Trading until the Merger on July 17, 2015, 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 decrease in income tax expense during the nine months ended September 30, 2016 as compared to the same period during the prior year is primarily due to a decrease in income earned by Genco (USA) during the nine months ended September 30, 2016 as a result of the cancellation of the Management Agreement with Baltic Trading effective July 18, 2015 pursuant to the Merger.  As a result of the cancellation, Genco (USA) was no longer earning commercial service revenue, management fees and sales and purchase fee from Baltic Trading effective July 18, 2015.  Refer to Note 1 — General Information included in our Condensed Consolidated Financial Statements for further information.

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-

For the nine months ended September 30, 2016 and 2015, net loss attributable to noncontrolling interest was $0 and $59.5 million, respectively.  Net loss (income) was allocated to the noncontrolling interest up until July 17, 2015

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when the Merger was effective.  Once the Merger was effective, the noncontrolling interest allocation was no longer applicable.

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 standards and environmental laws and regulations, and fund working capital requirements and repayments on outstanding loan facilities.  However, if market conditions continue to deteriorate, we may be unable to raise additional equity capital or debt financing on acceptable terms or at all.

Our liquidity needs arise primarily from drydocking for our vessels and working capital requirements as may be needed to support our business and payments required under our indebtedness. Our primary sources of liquidity are cash flow from operations, cash on hand, and credit facility borrowings. 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 indebtedness, and other factors.

Persistent, historically low rates in the drybulk shipping market have led to decreases in our overall revenues and operating losses on some of the charters we enter into.  As a result, we have experienced negative cash flows, and in turn, our liquidity has been negatively impacted.  If the current market environment persists, declines further, or does not recover sufficiently, we may have insufficient liquidity to fund ongoing operations or satisfy our obligations under our credit facilities, which may lead to a default under one or more of our credit facilities.

We entered into the Commitment Letter, the subsequent Amended Commitment Letter and the Second Amended Commitment Letter on June 8, 2016, June 30, 2016 and October 6, 2016.  This Commitment Letter for a senior secured loan facility (the “New Facility”) for an aggregate principal amount of up to $400 million is intended to refinance our $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and 2015 Revolving Credit Facility, as defined in Note 8 — Debt in our Condensed Consolidated Financial Statements.  The New Facility is subject to definitive documentation, and our ability to borrow under the New Facility is subject to a number of conditions, including completion of an equity financing satisfactory to the lenders with gross proceeds to us including the equity commitments as described in Note 8 — Debt in our Condensed Consolidated Financial Statements of at least $125 million, amendment of our other credit facilities on terms satisfactory to the lenders and other customary conditions.  On June 30, 2016 we entered into an amendment and restatement of the Commitment Letter (the “Amended Commitment Letter”) which established or extended waivers of certain credit facility covenants described below through 11:59 p.m. on September 30, 2016 on certain conditions, including a condition that we enter into a definitive purchase agreement or file a registration statement for an equity financing by 11:59 p.m. on August 15, 2016.  Lastly, on October 6, 2016, we entered into a second amendment and restatement of the Commitment Letter (the “Second Amended Commitment Letter”) which further extended the waivers of certain credit facility covenants described below through November 15, 2016. 

As a condition to the effectiveness of the Second Amended Commitment Letter, we entered into stock purchase agreements effective as of October 4, 2016 (the “Initial Purchase Agreements”) with funds or related entities managed by Centerbridge, SVP and Apollo (the “Investors”) for an aggregate of up to $125 million in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.  The Investors made a firm commitment to purchase shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) for an aggregate of $86.4 million and a backstop commitment to purchase additional shares of common stock for up to $38.6 million, in each case at a purchase price of $4.85 per share. The Series A Preferred Stock will be automatically and mandatorily convertible into our common stock, par value $0.01 per share, upon approval by our shareholders of such conversion.  An additional 1,288,660 shares of Series A Preferred Stock are to be issued to the Investors as a commitment fee on a pro rata basis.   Subsequently, on October 27, 2016, we entered into a stock purchase agreement (the “Additional Purchase Agreement”) with certain of the Investors; John C. Wobensmith, our President; and other investors for the sale of shares of Series A Preferred Stock for an aggregate purchase price of $38.6 million at a purchase price of $4.85 per share.  The

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purchase price and the other terms and conditions of these transactions were established in arm’s length negotiations between an independent special committee of our board of directors (the “Special Committee”) and the investors.  The Special Committee unanimously approved the transactions. Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for further details. 

Given the negative impact of the current drybulk rate environment, we also face covenant compliance issues.  Our credit facilities contain minimum cash covenants measured on a company-wide basis and on the basis of the number of vessels pledged by obligors under each credit facility.  Pursuant to the Second Amended Commitment Letter and the Amended $98 Million Credit Facility Commitment Letter (as discussed in Note 8 — Debt in our Condensed Consolidated Financial Statements), our company-wide minimum cash covenant has been waived through November 15, 2016 so long as we maintain a minimum cash balance of $25.0 million. Additionally, the collateral maintenance waivers and maximum leverage ratio waivers under the 2014 Term Loan Facility were extended through November 15, 2016 pursuant to a waiver entered into on October 14, 2016.Moreover, under the Second Amended Commitment Letter, from September 30 through November 15, 2016, the amount of cash we would need to maintain under our minimum cash covenants applicable only to obligors in each facility to be refinanced under the Amended Commitment Letter would be reduced by up to $0.25 million per vessel, subject to an overall maximum cash withdrawal of $10.0 million to pay expenses and additional conditions. However, in light of our requirements to fund ongoing operations, make payments under our credit facilities, and the possibility of utilizing cash to resolve collateral maintenance shortfalls after the waiver period ends on November 15, 2016, we believe that without taking measures described below that may not be available to us, including entering into the New Facility, it is probable that we will not remain in compliance with our minimum cash covenants under our credit facilities after September 30, 2016.

As a result of the current weakness in vessel values, we did not meet the maximum leverage or leverage ratio covenants in our credit facilities as of September 30, 2016.  These covenants require us to maintain a ratio not to exceed 70% of financial indebtedness divided by value adjusted total assets, each as defined therein.  Pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter and waivers received for the 2014 Term Loan Facilities (as discussed in Note 8 — Debt in our Condensed Consolidated Financial Statements), the maximum leverage ratio covenants have been waived through November 15, 2016 for all of our credit facilities.  The waiver under the 2014 Term Loan Facilities will be void if Sinosure gives written notice to the agent bank that it does not approve the waivers. However, given the current weakness in vessel values, it is probable that we will not remain in compliance with our maximum leverage ratio covenants under our credit facilities after November 15, 2016.

Lastly, pursuant to the Second Amended Commitment Letter and the waiver entered into on October 14, 2016 for the 2014 Term Loan Facilities, the collateral maintenance covenants have been waived through November 15, 2016.  Additionally, pursuant to the Amended $98 Million Credit Facility Commitment Letter entered into on September 30, 2016, extended the reduction of the collateral maintenance covenant from 140% to 120% through November 15, 2016.  Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for a description of these waivers.    Under the collateral maintenance covenants, as amended, of our $98 Million Credit Facility, 2015 Revolving Credit Facility, $253 Million Term Loan Facility, $100 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2014 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 currently are 120%, 140%, 135%, 130%, 140%, 110%, 125% and 135%, respectively, as of September 30, 2016. Absent the aforementioned waivers, if this test is not met, we may be required to take certain actions to remedy the shortfall.  See “Critical Accounting Policies — Vessels and Depreciation” below for further details of our vessel valuations.  Given the current weakness in vessel values, we believe it is probable that we will not meet the minimum threshold under the collateral maintenance covenant in certain of our credit facilities after November 15, 2016 when the aforementioned waivers expire if we have not entered into the New Facility.

In light of the foregoing, we will likely require capital to fund ongoing operations and debt service and to maintain compliance with our credit facility covenants.  The transactions contemplated by the Second Amended Commitment Letter and the Amended $98 Million Credit Facility Commitment Letter are intended to address our liquidity and covenant compliance issues.  Such transactions are subject to a number of conditions, including completion of an equity financing satisfactory to the lenders with gross proceeds to us of at least $125 million, which are intended to be fulfilled by the Initial Purchase Agreements and the Additional Purchase Agreement.  If we are unable to fulfill these

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conditions, we will need to consider alternatives to address our liquidity and covenant compliance issues.  For example, we may seek to refinance our indebtedness, obtain further waivers or modifications to our credit agreements from our lenders (which may be unavailable or subject to conditions) or raise additional capital through selling assets (including vessels), reducing or delaying capital expenditures, or pursuing other options that may be available to us which may include pursuing strategic opportunities and equity or debt offerings or potentially seeking protection in a Chapter 11 proceeding.  To the extent such actions include dispositions of vessels, our ability to do so on acceptable terms may be limited by depressed vessel values, a second-hand market for the sale of vessels that has become less active, and ongoing limited availability of financing for buyers of vessels.  In addition, to remedy or mitigate our non-compliance under our collateral maintenance covenants, we may prepay a portion of our indebtedness or pledge one or more of our remaining unencumbered vessels.  We cannot be certain that we will accomplish any of the actions described above.

Absent any of the foregoing actions, if we do not comply with our covenants under our credit facilities and fail to cure our non-compliance following applicable notice and expiration of applicable cure periods, we will be in default of one or more of our credit facilities.  As a result and given the presence of cross defaults amongst the credit agreements, some or all of our indebtedness could be declared immediately due and payable, and we may not have sufficient assets available to satisfy our obligations.  Substantially all of our assets are pledged as collateral to our lenders, and our lenders may seek to foreclose on their collateral if a default occurs.  We may have to seek alternative sources of financing on terms that may not be favorable to us or that may not be available at all.  We therefore could experience a material adverse effect on our business, financial condition, results of operation and cash flows.

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 (including debt covenants), provisions of applicable law and other factors that our board of directors may deem relevant.

Prior to the merger with Baltic Trading, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represents 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.  On April 7, 2015, we entered into a definitive merger agreement with Baltic Trading 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 owned 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) owned 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, former Chairman of the Board of each company, recused for the vote. The Merger was approved on July 17, 2015 at the Annual Meeting.

Dividends

We are currently prohibited from paying dividends under certain of our facilities, the longest restriction of which is in effect until May 1, 2017. Following May 1, 2017, the amount of dividends we may pay is limited based on the amount of the loans outstanding under the 2015 Revolving Credit Facility and the $98 Million Credit Facility, as well as the ratio of the value of vessels and certain other collateral pledged under the $98 Million Credit Facility to the amount of the loan outstanding under such facility. In addition, dividends may not exceed 50% of our net income (as defined in the 2015 Revolving Credit Facility) and may only be paid out of excess cash flow of Genco and its

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subsidiaries (as defined in the $98 Million 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 nine months ended September 30, 2016 and 2015 was $45.9 million and $39.4 million, respectively.  Included in the net loss attributable to Genco during the nine months ended September 30, 2016 and 2015 are $72.0 million and $67.9 million of non-cash impairment charges, respectively. Also included in the net loss during the nine months ended September 30, 2016 and 2015 was $14.5 million and $36.7 million, respectively, of non-cash amortization of non-vested stock compensation due to the vesting of restricted shares and warrants primarily issued under the MIP. Additionally, the fluctuation in accounts payable and accrued expenses decreased by $13.7 million due to the timing of payments.  The above changes in operating activities were partially offset by a $4.3 million increase in the fluctuation in prepaid expenses and other current assets.  Additionally, there was an $8.3 million decrease in deferred drydocking costs incurred because there were fewer vessels that completed drydocking during the nine months ended September 30, 2016 as compared to the same period during 2015.

Net cash provided by investing activities was $5.1 million during the nine months ended September 30, 2016 as compared to net cash used in investing activities of $26.4 million during the nine months ended September 30, 2015. The fluctuation is primarily due to a $45.7 million decrease in the purchase of vessels, including deposits.  The decrease is primarily due to the completion of the purchase of the Baltic Wasp on January 2, 2015 and the Baltic Scorpion on August 6, 2015.  Additionally, there was an increase of $3.2 million of proceeds from the sale of available-for-sale (“AFS”) securities, as well as $1.9 million of proceeds from the sale of the Genco Marine which was scrapped during the nine months ended September 30, 2016.  These fluctuations were partially offset by a $19.6 million decrease in deposits of restricted cash, representing the amount 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.

Net cash used in financing activities was $40.3 million during the nine months ended September 30, 2016 as compared to net cash provided by financing activities of $26.9 million during the nine months ended September 30, 2015. Net cash used in financing activities for the nine months ended September 30, 2016 consisted primarily of the following: $15.2 million repayment of debt under the $253 Million Term Loan Facility, $9.0 million repayment of debt under the $148 Million Credit Facility, $5.8 million repayment of debt under the $100 Million Term Loan Facility, $4.9 million repayment of debt under the 2015 Revolving Credit Facility, $2.1 million repayment of debt under $44 Million Term Loan Facility, $2.1 million repayment of debt under the 2014 Term Loan Facilities, $1.1 million repayment of debt under the $22 Million Term Loan Facility, and $0.1 million cash settlement paid to non-accredited 5.00% Convertible Senior Note holders. Net cash provided by financing activities for the nine months ended September 30, 2015 consisted primarily of $131.5 million of proceeds from the $148 Million Credit Facility and $35.0 million of proceeds from 2015 Revolving Credit Facility partially offset by the following: $102.3 million repayment of debt under the 2010 Credit Facility, $16.9 million repayment of debt under the $253 Million Term Loan Facility, $5.8 million repayment of debt under the $100 Million Term Loan Facility, $4.9 million repayment of debt under the $148 Million Term Loan Facility, $2.1 million repayment of debt under the $44 Million Term Loan Facility, $1.1 million repayment of debt under the $22 Million Term Loan Facility, $1.4 million repayment of debt under the 2014 Term Loan Facilities, $0.7 million cash settlement paid to non-accredited 5.00% Convertible Senior Note holders, and $4.5 million payment of deferred financing costs.

Credit Facilities

Refer to the 2015 10-K for a summary and description of our outstanding credit facilities, including the underlying financial and non-financial covenants, which are incorporated herein by reference.  On April 7, 2015, five of our wholly-owned subsidiaries entered into 2015 Revolving Credit Facility which provided for a $59.5 million revolving

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credit facility with an uncommitted accordion feature that has since expired. Additionally, on November 4, 2015, thirteen of our wholly-owned subsidiaries entered into the $98 Million Credit facility which was used for working capital purposes.

Refer to Note 8 —Debt in our Condensed Consolidated Financial Statements for information regarding agreements and waivers that were entered into for our nine credit facilities, as well as the terms and fees associated with those agreements and waivers.

At September 30, 2016, we believed we were in compliance with all of the financial covenants under the $100 Million Term Loan Facility; $253 Million Term Loan Facility; the 2015 Revolving Credit Facility; the $98 Million Credit Facility; the $44 Million Term Loan Facility; $22 Million Term Loan Facility; the $148 Million Credit Facility; and the 2014 Term Loan Facilities, other than covenants that had been waived by our lenders as of such date pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter and the October 14, 2016 waiver agreements entered into for the 2014 Term Loan Facilities.  These commitment letters and waiver agreements are effective through November 15, 2016.  Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for a description of each credit facility and the terms and conditions of the waivers and commitment letters.  Each of our credit facilities contain cross default provisions that could be triggered by our failure to satisfy or waive our collateral maintenance covenants once the waivers expire.  Given the existence of the cross default provisions, and the absence of any current solution which would cure the noncompliance for at least the next 12 months, absent entering into the New Facility as described in Note 8 — Debt in our Condensed Consolidated Financial Statements, we have determined that we should classify our outstanding indebtedness, net of unamortized deferred financing costs, of $540.5 million as a current liability as of September 30, 2016 in the Condensed Consolidated Balance Sheets.

Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements

At September 30, 2016 and December 31, 2015, 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.

As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage market risks relating to the deployment of our existing fleet of vessels.  These arrangements may include future contracts, or commitments to perform in the future a shipping service between ship owners, charterers and traders.  Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route.  Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels.  If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market.  We have not entered into any FFAs as of September 30, 2016 and December 31, 2015.

Contractual Obligations

The following table sets forth our contractual obligations and their maturity dates as of September 30, 2016.  The table incorporates the employment agreement entered into in September 2007 with our President, John Wobensmith.  The interest and borrowing fees and scheduled 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 $98 Million Credit Facility, the $22 Million Term Loan Facility, the 2014 Term Loan Facilities and the $148 Million Credit Facility, as well as other fees associated with the facilities.  Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for further information regarding the terms of the aforementioned credit facilities. 

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The following table also incorporates the future lease payments associated with the lease for our current space.  Refer to Note 17 — Commitments and Contingencies in our Condensed Consolidated Financial Statements for further information regarding the terms of our current lease agreement.

			Less Than		One to		Three to
			One		Three		Five		More than
	Total		Year (1)		Years		Years		Five Years
	(U.S. dollars in thousands)
Credit Agreements(2)(3)	$	548,276	$	21,532	$	118,527	$	390,961	$	17,256
Interest and borrowing fees(2)(3)		76,442		6,548		46,252		22,077		1,565
Executive employment agreement		601		156		445		—		—
Office leases		17,851		269		1,992		4,460		11,130
Totals	$	643,170	$	28,505	$	167,216	$	417,498	$	29,951

(1) Represents the three-month period ending December 31, 2016.

(2) On October 26, 2016, we paid down $2.5 million on the $148 Million Credit Facility with net proceeds from the sale of the Genco Pioneer, a vessel collateralized under this facility.  Additionally, on or around November 4, 2016, we expect to pay down $3.4 million on the $148 Million Credit Facility with net proceeds from the sale of the Genco Leader, a vessel collateralized under this facility.  Refer to Note 20 – Subsequent Events in our condensed consolidated financial statements.  We have adjusted the credit agreement payments and interest and borrowing fees accordingly.

(3) On October 21, 2016, we paid down $2.3 million on the $100 Million Term Loan Facility with net proceeds from the sale of the Genco Sugar, a vessel collateralized under this facility.   Refer to Note 20 – Subsequent Events in our condensed consolidated financial statements.  We have adjusted the credit agreement payments and interest and borrowing fees accordingly.

Interest expense has been estimated using 0.89% plus the applicable margin of 3.50% for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, 4.25% for the 2015 Revolving Credit Facility and 6.125% for the $98 Million Credit Facility.  For the $22 Million Term Loan Facility and the $44 Million Term Loan Facility, interest expense has been estimated using 0.89% plus the applicable margin of 3.35%.  Lastly, interest expense has been estimated using 0.89% plus the applicable margin for the $148 Million Credit Facility and for the 2014 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.  Excluding the Genco Leader which was sold on November 4, 2016, our fleet currently consists of 66 drybulk vessels, including 13 Capesize drybulk carriers, seven Panamax drybulk carriers, four Ultramax drybulk carriers, 21 Supramax drybulk carriers, five Handymax drybulk carriers and 16 Handysize drybulk carriers.

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 upgrades have been successfully installed on 16 of our vessels, which completed their respective planned drydockings during 2014 and 2015.  Currently, we do not expect to install fuel efficiency upgrades on any of the vessels scheduled to drydock in 2016.

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. Therefore, the United States Coast Guard

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(“USCG”) has granted us extensions for our vessels with 2016 drydocking deadlines until January 1, 2018; however, an alternative management system (“AMS”) may be installed in lieu. For example, in 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. Closer to January 1, 2018, we intend to apply for a supplement to this application in order get a further extension to the vessels’ next scheduled drydockings in 2021.  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. Additionally, for our vessels scheduled to drydock in 2017 and 2018, the USCG has granted an extension that enables us to defer installation to the next scheduled drydocking.  In addition, on September 8, 2016, the International Maritime Organization (“IMO”) ratified the Ballast Water Management Convention which will be in effect on September 8, 2017.  This will require vessels to have ballast water treatment systems installed to coincide with the vessels’ next International Oil Pollution Prevention renewal survey after September 8, 2017.  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 by both the IMO and the USCG. 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 2017 to be:

Year	Estimated Drydocking Cost			Estimated Off-hire Days
	(U.S. dollars in millions)
2016 (October 1 - December 31, 2016)	$	3.2	(1)	100	(2)
2017	$	15.6	(1)	385	(2)

(1) Estimated drydocking costs during the remainder of 2016 and 2017 include $1.5 million and $4.8 million of costs, respectively, for vessels that could potentially be sold or scrapped as per the terms of the Second Amended Commitment Letter.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

(2) Estimated offhire days during the remainder of 2016 and 2017 include 60 and 125 days, respectively, for vessels that could potentially be sold or scrapped as per the terms of the Second Amended Commitment Letter.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

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 nine months ended September 30, 2016 and 2015, we incurred a total of $2.0 million and $10.3 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment. 

Three of our vessels completed drydockings during the nine months ended September 30, 2016. Additionally, there was one drydocking that began in September 2016 and crossed over into the fourth quarter.  We estimate that three of our vessels will be drydocked during the remainder of 2016 and 18 of our vessels will be drydocked during 2017,

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which includes the vessels that could potentially be sold or scrapped as per the terms of the Second Amended Commitment Letter.

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 2015 10-K.

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 of $310/lwt based on the 15-year average scrap value of steel.  An increase in the residual value of the vessels will decrease the annual depreciation charge over the remaining useful life of the vessels.  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 2015 10-K.  Excluding the three Bourbon vessels we resold immediately upon delivery to MEP at our cost, we have sold four of our vessels since our inception.  We realized a profit for the three vessels sold during prior years and realized a loss of $0.1 million for the sale of the Genco Marine on May 17, 2016 which was scrapped.  Additionally, we incurred a $53.8 million loss from the forfeiture of our deposit and related interest when we determined to cancel an acquisition of six drybulk newbuildings in November 2008.

During October 2016, we sold two of our vessels, the Genco Sugar and Genco Pioneer.  Additionally, on November 4, 2016, we sold the Genco Leader.  Refer to Note 20 — Subsequent Events in our Condensed Consolidated Financial Statements.

During the nine months ended September 30, 2016 and 2015, we recorded $69.3 million and $35.4 million, impairment of vessel assets, respectively.  The $69.3 million impairment expense recorded during the nine months ended September 30, 2016 included $67.6 million impairment loss for nine of our vessels (the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar and Genco Wisdom) for which we had determined it is more likely than not will be scrapped pursuant to the terms of the Commitment Letter that we originally entered into on June 8, 2016.  Additionally, a $1.7 million impairment loss was recorded during the first quarter of 2016 for the Genco Marine when we had determined that it was more likely than not that the vessel would be scrapped.  On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and it was sold

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to a demolition yard and scrapped on May 17, 2016.  Similarly, the $35.4 million impairment expense recorded during the nine months ended September 30, 2015 was for the Baltic Lion and Baltic Tiger for which we had determined it was more likely than not that the vessels would be sold based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen our balance sheet.  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.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information which describes how we determined that these vessel assets were impaired.  During the three months ended September 30, 2016 and 2015, there was no impairment of vessel assets.

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.  Compliance with the collateral maintenance covenants have been waived under our $100 Million Term Loan Facility; $253 Million Term Loan Facility; 2015 Revolving Credit Facility; $44 Million Term Loan Facility; $148 Million Credit Facility; 2014 Term Loan Facilities; and the $22 Million Term Loan Facility through November 15, 2016 pursuant to the Second Amended Commitment Letter and the waiver entered into on October 14, 2016 for the 2014 Term Loan Facilities.  Additionally, pursuant to the Amended $98 Million Credit Facility Commitment Letter entered into on September 29, 2016, the collateral maintenance covenant has been reduced from 140% to 120% through November 15, 2016.  Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for further details. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the credit facilities.  For unencumbered vessels, we utilized the June 30, 2016 vessel valuations as of September 30, 2016 and the December 31, 2015 vessel valuations as of December 31, 2015. 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 September 30, 2016 and December 31, 2015.  Vessels have been grouped according to their collateralized status as of September 30, 2016.  The carrying value of the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom at September 30, 2016 reflects the impairment loss recorded for these vessels.

At September 30, 2016, 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 were lower than their carrying values at September 30, 2016, with the exception of the nine aforementioned vessels, which were written down to their estimated net realizable value as of June 30, 2016 as it was determined that the vessels assets were impaired.  At December 31, 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 were lower than their carrying values at December 31, 2015, with the exception of the Genco Marine, which was unencumbered at December 31, 2015 and was written down to its fair market value as it was determined that the vessel asset was impaired as of December 31, 2015.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.

The amount by which the carrying value at September 30, 2016 of all of the vessels in our fleet, with the exception of the nine aforementioned vessels, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $5.0 million to $23.5 million per vessel, and $733.2 million on an aggregate fleet basis.  The amount by which the carrying value at December 31, 2015 of all of the vessels in our fleet, with the exception of the Genco Marine, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $3.3 million to $21.8 million per vessel, and $699.9 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 $12.2 million at September 30, 2016 and $10.1 million as of December 31, 2015.  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
		Year	September 30,		December 31,
Vessels	Year Built	Acquired	2016		2015
Unencumbered
Genco Carrier	1998	2004	$	1,614	$	10,128
Genco Success	1997	2005		1,612		9,291
Genco Marine	1996	2005		—		3,750
Genco Muse	2001	2005		12,778		13,569
Genco Acheron	1999	2006		2,330		11,050
Genco Surprise	1998	2006		9,507		10,202
TOTAL			$	27,841	$	57,990
$98 Million Credit Facility
Genco Constantine	2008	2008		40,538		42,076
Genco Augustus	2007	2007		38,260		39,709
Genco London	2007	2007		37,034		38,409
Genco Titus	2007	2007		37,381		38,762
Genco Tiberius	2007	2007		38,179		39,716
Genco Hadrian	2008	2008		40,272		41,693
Genco Knight	1999	2005		10,383		11,095
Genco Beauty	1999	2005		10,464		11,149
Genco Vigour	1999	2004		10,483		11,161
Genco Predator	2005	2007		18,316		19,187
Genco Cavalier	2007	2008		17,130		17,800
Genco Champion	2006	2008		14,262		14,908
Genco Charger	2005	2007		13,326		13,950
TOTAL			$	326,028	$	339,615
2015 Revolving Credit Facility
Genco Commodus	2009	2009		42,639		44,107
Genco Maximus	2009	2009		42,670		44,126
Genco Claudius	2010	2009		44,742		46,260
Genco Hunter	2007	2007		20,747		21,589
Genco Warrior	2005	2007		18,305		19,182
TOTAL			$	169,103	$	175,264
$100 Million Term Loan Facility
Genco Bay	2010	2010		19,285		19,952
Genco Ocean	2010	2010		19,321		19,977
Genco Avra	2011	2011		20,389		21,059
Genco Mare	2011	2011		20,410		21,063
Genco Spirit	2011	2011		20,435		21,081
Genco Sugar	1998	2004		1,373		7,729
Genco Prosperity	1997	2005		1,614		9,259
TOTAL			$	102,827	$	120,120

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	September 30,		December 31,
Vessels	Year Built	Acquired	2016		2015
$253 Million Term Loan Facility
Genco Aquitaine	2009	2010		19,391		20,065
Genco Ardennes	2009	2010		19,403		20,073
Genco Auvergne	2009	2010		19,593		20,264
Genco Bourgogne	2010	2010		20,515		21,215
Genco Brittany	2010	2010		20,526		21,223
Genco Languedoc	2010	2010		20,536		21,232
Genco Loire	2009	2010		18,761		19,430
Genco Lorraine	2009	2010		18,745		19,420
Genco Normandy	2007	2010		17,166		17,825
Genco Picardy	2005	2010		18,326		19,189
Genco Provence	2004	2010		17,255		18,094
Genco Pyrenees	2010	2010		20,517		21,227
Genco Rhone	2011	2011		21,630		22,331
Genco Thunder	2007	2008		18,223		18,907
Genco Raptor	2007	2008		18,182		18,880
Genco Challenger	2003	2007		11,402		12,023
Genco Reliance	1999	2004		1,373		8,609
Genco Explorer	1999	2004		7,978		8,574
TOTAL			$	309,522	$	328,581
$44 Million Term Loan Facility
Baltic Lion	2009	2013		33,637		34,580
Genco Tiger	2010	2013		31,291		32,157
			$	64,928	$	66,737
$148 Million Credit Facility
Baltic Leopard	2009	2009		18,783		19,444
Baltic Panther	2009	2010		18,789		19,449
Baltic Cougar	2009	2010		18,799		19,455
Baltic Jaguar	2009	2010		18,806		19,459
Baltic Bear	2010	2010		44,087		45,551
Baltic Wolf	2010	2010		44,176		45,612
Baltic Wind	2009	2010		18,311		18,963
Baltic Cove	2010	2010		19,282		19,946
Baltic Breeze	2010	2010		19,330		19,980
Baltic Scorpion	2015	2015		29,038		29,815
Baltic Mantis	2015	2015		29,304		30,062
Genco Pioneer	1999	2005		1,373		8,527
Genco Progress	1999	2005		7,963		8,564
Genco Wisdom	1997	2005		1,614		9,334
Genco Leader	1999	2005		2,366		11,084
TOTAL			$	292,021	$	325,245

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	September 30,		December 31,
Vessels	Year Built	Acquired	2016		2015
$ 22 Million Term Loan Facility
Baltic Fox	2010	2013		18,886		19,558
Baltic Hare	2009	2013		17,810		18,462
TOTAL			$	36,696	$	38,020
2014 Term Loan Facilities
Baltic Hornet	2014	2014		27,438		28,198
Baltic Wasp	2015	2015		27,691		28,451
TOTAL			$	55,129	$	56,649
Consolidated Total			$	1,384,095	$	1,508,221

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.  See above for information regarding the sale of the Baltic Lion, Baltic Tiger and the Genco Marine and Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for information regarding the classification of the vessel assets for the Genco Sugar and Genco Pioneer as held for sale as of September 30, 2016.

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.  At September 30, 2016 and December 31, 2015, we did not have any interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.

We are subject to market risks relating to changes in LIBOR rates because we have significant amounts of floating rate debt outstanding.  During the three and nine months ended September 30, 2016 and 2015, we were subject to the following interest rates on the outstanding debt under our credit facilities:

· $100 Million Term Loan Facility — LIBOR plus 3.50%

· $253 Million Term Loan Facility — three-month or six-month LIBOR plus 3.50%

· 2015 Revolving Credit Facility — three-month LIBOR plus a range of 3.40% to 4.25% effective April 9, 2015 when the facility was entered into

· $98 Million Credit Facility — three-month LIBOR plus 6.125% effective November 10, 2015 when the facility was entered into

· $44 Million Term Loan Facility — three-month LIBOR plus 3.35%

· 2010 Credit Facility — LIBOR plus 3.00% until January 7, 2015, when the facility was refinanced with the $148 Million Credit Facility

· $148 Million Credit Facility — LIBOR plus 3.00% beginning January 7, 2015 when this facility refinanced the 2010 Credit Facility

· $22 Million Term Loan Facility — three-month LIBOR plus 3.35%

· 2014 Term Loan Facilities — three-month or six-month LIBOR plus 2.50%

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A 1% increase in LIBOR would result in an increase of $4.3 million in interest expense for the nine months ended September 30, 2016.

Derivative financial instruments

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.  As of September 30, 2016 and December 31, 2015, we did not have any derivative financial instruments.

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.

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.  We review the carrying value of such investments on a quarterly basis to determine if there are any indicators of other-than-temporary impairment in accordance with ASC 320-10.  Based on our review as of September 30, 2016, we did not deem our investment in Jinhui to be other-than-temporarily impaired.  However, based on our review as of June 30, 2016 and December 31, 2015, we deemed our investment in Jinhui to be other-than-temporarily impaired due to the duration and severity of the decline in its market value versus its cost basis and the absence of the intent and ability to recover the initial carrying value of the investment.  During the three and nine months ended September 30, 2016, a total loss of $0 and $2.7 million, respectively, has been recorded as impairment of investment in our Condensed Consolidated Statement of Operations.  Additionally, during the three and nine months ended September 30, 2015, a total loss of $32.5 million has been recorded as impairment of investment in our Condensed Consolidated Statement of Operations.  We will continue to evaluate the carrying value of such investments on a quarterly basis.  Refer to Note 5 — Investments in the Condensed Consolidated Financial Statements.

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

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York.  On May 26, 2015, the six 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”).  The Consolidated Complaint is purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading.  The Consolidated Complaint names as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, 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 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 on July 15, 2015 (the “Preliminary Injunction Denial”).  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 that appeal.

On June 30, 2015, Defendants had moved to dismiss the Consolidated Complaint in its entirety.  Plaintiffs subsequently served an Amended Consolidated Complaint, and Defendants directed their motion to dismiss to that amended complaint.  The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016 (the “Dismissal Decision”).     

On September 29, 2016, plaintiffs filed a Notice of Appeal with the Supreme Court of the State of New York, County of New York, which recites their appeal of the Dismissal Decision, “including ... and as referenced in” the Dismissal Order, the Preliminary Injunction Denial.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2015 10-K, which could materially affect our business, financial condition or future results. Below is updated information for the risk factor entitled, “We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income and could subject us to increased liability under applicable law or regulation.”:

On October 27, 2016, the International Maritime Organization's (IMO) Marine Environment Protection Committee (MEPC) announced the results from a vote to ratify and formalize regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with low sulfur content. Scrubbers can cost $3-$10 million to install on existing ships.  If a vessel is not retrofitted with a scrubber, it will need to use low sulfur fuel, which is more expensive that standard marine fuel.  This increased demand for low sulfur fuel may result in an increase in prices for such fuel. 

In addition, below is updated information for the risk factor entitled, “We may have to pay U.S. tax on U.S. source income, which would reduce our net income and cash flows.”

The change in the Company’s share ownership resulting from the transactions contemplated by the Initial Purchase Agreements and the Additional Purchase Agreements may cause the Company to be no longer being eligible for an exemption under Section 883 of the U.S. Internal Revenue Code of 1986 from paying income tax on shipping income that is derived from U.S. sources. 

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ITEM 6.  EXHIBITS

The list of exhibits on the accompanying Exhibit Index incorporated into this Item 6 by reference.

(*)	Filed with this report.
(1)	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.
(2)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.

(Remainder of page left intentionally blank)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GENCO SHIPPING & TRADING LIMITED
DATE: November 4, 2016	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	President
	(Principal Executive Officer)
DATE: November 4, 2016	By:	/s/ Apostolos Zafolias
	Apostolos Zafolias
	Chief Financial Officer
	(Principal Financial Officer)

82

Exhibit Index

Exhibit	Document
3.1	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)
3.2	Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)
3.3	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(3)
3.4	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of July 9, 2014.(1)
4.1	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(4)
4.2	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(4)
10.1	Waiver Letter Agreement, dated as of August 9, 2016, relating to the secured loan agreement dated October 8, 2014 (as amended and supplemented) among Baltic Hornet Limited as borrower, the financial institutions listed in Schedule 1 thereto as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent, ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V. (the “Baltic Hornet 2014 Term Loan Facility”).*
10.2	Waiver Letter Agreement, dated as of August 9, 2016, relating to the secured loan agreement dated October 8, 2014 (as amended and supplemented) among Baltic Wasp Limited as borrower, the financial institutions listed in Schedule 1 thereto as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent, ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V. (the “Baltic Wasp 2014 Term Loan Facility”).*
10.3	Waiver Letter Agreement, dated as of August 12, 2016, relating to the Amended and Restated Commitment Letter, dated as of June 30, 2016, for up to $400,000,000 Credit Facility with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, and BNP Paribas (the “Amended and Restated Commitment Letter).*
10.4	Waiver Letter Agreement, dated as of August 19, 2016 relating to the Baltic Hornet 2014 Term Loan Facility in respect of the maximum leverage ratio covenant.*
10.5	Waiver Letter Agreement, dated as of August 19, 2016 relating to the Baltic Hornet 2014 Term Loan Facility in respect of the collateral maintenance covenant. *
10.6	Waiver Letter Agreement, dated as of August 19, 2016 relating to the Baltic Wasp 2014 Term Loan Facility in respect of the maximum leverage ratio covenant.*
10.7	Waiver Letter Agreement, dated as of August 19, 2016 relating to the Baltic Wasp 2014 Term Loan Facility in respect of the collateral maintenance covenant.*
10.8	Waiver Letter Agreement, dated as of August 30, 2016, relating to the Amended and Restated Commitment Letter.*
10.9	Waiver Letter Agreement, dated as of September 2, 2016, relating to the Baltic Hornet 2014 Term Loan Facility.*
10.10	Waiver Letter Agreement, dated as of September 2, 2016, relating to the Baltic Wasp 2014 Term Loan Facility.*

83

10.11	Waiver Letter Agreement, dated as of September 9, 2016, relating to the Baltic Hornet 2014 Term Loan Facility.*
10.12	Waiver Letter Agreement, dated as of September 9, 2016, relating to the Baltic Wasp 2014 Term Loan Facility.*
10.13	Waiver Letter Agreement, dated as of September 14, 2016, relating to the Amended and Restated Commitment Letter.*
10.14	Waiver Letter Agreement, dated as of September 16, 2016, relating to the Baltic Hornet 2014 Term Loan Facility.*
10.15	Waiver Letter Agreement, dated as of September 16, 2016, relating to the Baltic Wasp 2014 Term Loan Facility.*
10.16	Commitment Extension Letter Agreement, dated as of September 30, 2016, relating to the Amended and Restated Commitment Letter.*
10.17	Commitment Extension Letter Agreement, dated as of September 30, 2016, relating to the Commitment Letter, dated as of June 30, 2016, for amendment to Facility Agreement, dated November 4, 2015, by and among the indirect subsidiaries of Genco Shipping & Trading Limited listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent.*
10.18	Purchase Agreement, dated as of October 4, 2016, by and among Genco Shipping & Trading Limited and funds or related entities managed by Centerbridge Partners, L.P. or its affiliates.*
10.19	Purchase Agreement, dated as of October 4, 2016, by and among Genco Shipping & Trading Limited and funds or related entities managed by Strategic Value Partners, LLC or its affiliates.*
10.20	Purchase Agreement, dated as of October 4, 2016, by and among Genco Shipping & Trading Limited and funds managed by affiliates of Apollo Global Management, LLC.*
10.21	Second Amended and Restated Commitment Letter, dated as of October 6, 2016, for up to $400,000,000 Credit Facility with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, and BNP Paribas.*
10.22	Separation Agreement, dated as of October 13, 2016, by and between Genco Shipping & Trading Limited and Peter C. Georgiopoulos.*
10.23	Release Agreement, dated as of October 13, 2016, by and between Genco Shipping & Trading Limited and Peter C. Georgiopoulos.*
10.24	Waiver Letter Agreement, dated as of October 14, 2016 relating to the Baltic Hornet 2014 Term Loan Facility in respect of the maximum leverage ratio covenant.*
10.25	Waiver Letter Agreement, dated as of October 14, 2016, relating to the Baltic Hornet 2014 Term Loan Facility in respect of the collateral maintenance covenant.*
10.26	Waiver Letter Agreement, dated as of October 14, 2016, relating to the Baltic Wasp 2014 Term Loan Facility in respect of the maximum leverage ratio covenant.*
10.27	Waiver Letter Agreement, dated as of October 14, 2016, relating to the Baltic Wasp 2014 Term Loan Facility in respect of the collateral maintenance covenant.*
10.28	Purchase Agreement, dated as of October 27, 2016, by and between Genco Shipping & Trading Limited and the parties listed as Investors therein.*

84

10.29	Escrow Agreement, dated as of October 27, 2016, by and between Genco Shipping & Trading Limited and Wilmington Trust, National Association.*
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 September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2016 and 2015 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the nine months ended September 30, 2016 and 2015 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (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 Exchange Commission on July 15, 2014.
(2)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 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 7, 2016.
(4)	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.

85

EX-10.1

Exhibit 10.1

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:	Baltic Hornet Limited
Copy:	Genco Shipping & Trading Limited
	Baltic Trading Limited
	Baltic Wasp Limited

9 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1Definitions

1.1In this letter:

"Enforcement Action" means:

(a)in relation to any Liabilities:

(i)the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii)any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii)the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b)the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in

any collateral under the Loan Agreement, the Wasp Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event;  or  

(c)the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee A" means the guarantee and indemnity dated 8 October 2014 granted by Guarantor A in favour of the Security Agent.

"Guarantee B" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Guarantees" means Guarantee A and Guarantee B.

"Guarantor A"means 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.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

"Termination Event" shall have the meaning given to it in paragraph 4.1 below.

"Wasp Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Wasp Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

1.2All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3This letter is designated as a Finance Document.

1.4This letter replaces the waiver letter dated 30 June 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Wasp Limited and Baltic Trading Limited.

2Request

We refer to the Loan Agreement and the Guarantees and to your request for a waiver of:

(a)compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding;

(b)compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees,

for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

3Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of (i) clause 10.14 (Additional Security) of the Loan Agreement and (ii) clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees during the Waiver Period, subject to the following conditions being satisfied:

(a)the Waiver in respect of compliance with clause 10.14 (Additional Security) and clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees shall apply only in relation to the Waiver Period; and

(b)on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4Termination of Waiver

4.1The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 4.1(a) to (g) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders:

(a)an Event of Default has occurred which has not been waived or forborne;

(b)the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c)you are in breach of any of your obligations under this letter;

(d)any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne;

(e)the cash and Cash Equivalents of the Parent and its Subsidiaries are less than $25,000,000;

(f)on the earlier of:

(i) the date which falls ten (10) days after the date of this letter, if Sinosure has not provided its approval to the Waiver in a form satisfactory to the Agent; and

(ii) the date on which Sinosure confirms to the Agent that it does not approve the Waiver; or

(g)any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

5Finance Parties' Rights

5.1Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

5.2Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

5.3The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

5.4Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a)prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b)be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

6Undertakings, Representations and Warranties

6.1During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

6.2During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

6.3During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

6.4During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to receive information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

6.5The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

6.6The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

7Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

8Counterparts and applicable law

8.1This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

8.2This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
	Urvashi Zutshi
	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 9 August 2016
for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

EX-10.10

Exhibit 10.10

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:Baltic Wasp Limited

Copy:   Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

2 September 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause ‎2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Request

We refer to:

2.1 the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016; and

2.2 your request for an extension of the Termination Event contained in paragraph 4.1(e)(i) (Termination of Waiver) of the Waiver Letter, in relation to Sinosure providing its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent, from 2 September 2016 (being the current expiry date) through and including 11:59 p.m. (New York City time) on 9 September 2016 (the "Request").

This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 We hereby agree to the Request, subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties.

3.2 With effect from the date hereof, paragraph 4.1(e) of the Waiver Letter shall be deleted in its entirety and replaced by the following:

"(e)        on the earlier of:

(i) through and including 11:59 p.m. (New York City time) on 9 September 2016, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii) the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or".

3.3 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
Rajbir Talwar	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 2 September 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.11

Exhibit 10.11

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:      Baltic Hornet Limited

Copy:  Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

9 September 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause ‎2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Request

We refer to:

2.1 the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016; and

2.2 your request for an extension of the Termination Event contained in paragraph 4.1(e)(i) (Termination of Waiver) of the Waiver Letter, in relation to Sinosure providing its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent, from 9 September 2016 (being the current expiry date) through and including 11:59 p.m. (New York City time) on 16 September 2016 (the "Request").

This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 We hereby agree to the Request, subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties.

3.2 With effect from the date hereof, paragraph 4.1(e) of the Waiver Letter shall be deleted in its entirety and replaced by the following:

"(e)on the earlier of:

(i) through and including 11:59 p.m. (New York City time) on 16 September 2016, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii) the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or".

3.3Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
Rajbir Talwar	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 9 September 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

EX-10.12

Exhibit 10.12

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:        Baltic Wasp Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

9 September 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause ‎2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Request

We refer to:

2.1 the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016; and

2.2 your request for an extension of the Termination Event contained in paragraph 4.1(e)(i) (Termination of Waiver) of the Waiver Letter, in relation to Sinosure providing its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent, from 9 September 2016 (being the current expiry date) through and including 11:59 p.m. (New York City time) on 16 September 2016 (the "Request").

This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 We hereby agree to the Request, subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties.

3.2 With effect from the date hereof, paragraph 4.1(e) of the Waiver Letter shall be deleted in its entirety and replaced by the following:

"(e)on the earlier of:

(i) through and including 11:59 p.m. (New York City time) on 16 September 2016, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii) the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or".

3.3Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
Rajbir Talwar	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 9 September 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.13

Exhibit 10.13

CONFIDENTIAL

September 14, 2016

Nordea Bank Finland plc, New York Branch, as Co-ordinator

1211 Avenue of the Americas, 23rd Floor

New York, New York 10036

The Mandated Lead Arrangers party to the Commitment Letter (as defined below)

Re:      Third Extension of Waiver Termination Event

Ladies and Gentleman:

Reference is made to (x) that certain Commitment Letter, dated as of June 30, 2016, (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Commitment Letter”) among Genco Shipping & Trading Limited (the “Borrower”), Nordea Bank Finland plc, New York Branch (“Nordea”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), DVB Bank SE (“DVB”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Deutsche Bank AG Filiale Deutschlandgeschäft (“DB”), Crédit Industriel et Commercial (“CIC”) and BNP Paribas (“BNPP” and together with Nordea, SEB, DVB, ABN, CA-CIB, DB and CIC, the “Mandated Lead Arrangers”), (y) that certain Extension of Waiver Termination Event, dated August 10, 2016 (the “First Extension of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers and (z) that certain Second Extension of Waiver Termination Event, dated August 25, 2016 (the “Second Extension of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers.  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Commitment Letter.

We hereby request that the Mandated Lead Arrangers and Lenders agree to extend the date of the Waiver Termination Event set forth in Section 8(v) of the Commitment Letter, as extended by the First Extension of Waiver Termination Event and the Second Extension of Waiver Termination Event, from September 14, 2016 to September 30, 2016.

Please indicate your consent by countersigning this letter agreement no later than 5:00 p.m., New York City time on September 13, 2016.

Notwithstanding anything contained herein, all other terms and conditions set forth in the Commitment Letter, the Term Sheet and any Fee Letter shall remain in full force and effect and all rights and obligations of the parties thereto remain in full force and effect.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer

[Signature Page to Third Extension of Waiver Termination Event]

Agreed to and Accepted this
14th day of September 2016:
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
By:	/s/ Erik Havnvik
Name:	Erik Havnvik
Title:	First Vice President
By:	/s/ G. Stael von Holstein
Name:	Gustaf Stael von Holstein
Title:	Head of Risk Management

[Signature Page to Third Extension of Waiver Termination Event]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
By	/s/ David Sonnek
	Name:  David Sonnek
	Title:
By	/s/ Helene Hellners
	Name:  Helene Hellners
	Title:

[Signature Page to Third Extension of Waiver Termination Event]

DVB BANK SE
By:	/s/ Sona Krijger-Dolbakyan
	Name:  Sona Krijger-Dolbakyan
	Title:  Vice President
By:	/s/ Andrea Strullato
	Name:  Andrea Strullato
	Title:  Vice President

[Signature Page to Third Extension of Waiver Termination Event]

ABN AMRO CAPITAL USA LLC
By	/s/ Thijs van Ballegoijen
	Name:  Thijs van Ballegoijen
	Title: Vice President
By	/s/ R. Bisscheroux
	Name:  R. Bisscheroux
	Title:  Exec. Director

[Signature Page to Third Extension of Waiver Termination Event]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By	/s/ Y. Le Gourieres
	Name:  Y. Le Gourieres
	Title:  Director
By	s/ I. Benimovich
	Name:  Irina Benimovich
	Title:  Senior Associate

[Signature Page to Third Extension of Waiver Termination Event]

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
By:	/s/ Kerstin Seefeld
	Name:  Seefeld
	Title:  Director
By:	/s/ Bastian Duhmert
	Name:  Bastian Duhmert
	Title:  Director

[Signature Page to Third Extension of Waiver Termination Event]

CRÉDIT INDUSTRIEL ET COMMERCIAL
By:	/s/ Andrew McKuin
	Name:  Andrew McKuin
	Title:  Managing Director
By:	/s/ Adrienne Molloy
	Name:  Adrienne Molloy
	Title:  Managing Director

[Signature Page to Third Extension of Waiver Termination Event]

BNP PARIBAS
By:	/s/ Eric Dulcire
	Name:  Dulcire Eric
	Title:  Director
By:	/s/ Vincent Pascal
	Name:  Vincent Pascal
	Title:  Managing Director

[Signature Page to Third Extension of Waiver Termination Event]

EX-10.14

Exhibit 10.14

EXHIBIT A

RELEASE AGREEMENT

This RELEASE AGREEMENT (this “Agreement”) dated October 13, 2016, is made and entered into by and between Genco Shipping & Trading Limited (the “Company”), and Peter C. Georgiopoulos (the “Former Director”).

WHEREAS, the Former Director has resigned effective October 13, 2016; and

WHEREAS, pursuant to the Separation Agreement between the Former Director and the Company, dated October 13, 2016, (the “Separation Agreement”) it is a condition precedent to the Company’s obligations to make certain payments under Section 2 of the Separation Agreement and that Former Director executes and delivers this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein and in the Separation Agreement, the sufficiency and receipt of which is hereby acknowledged, the Former Director agrees as follows:

1.        General Release and Waiver of Claims.

(a)In consideration for the benefits provided to Former Director under the Separation Agreement (the “Consideration”), Former Director hereby releases and forever discharges and holds the Company, subsidiaries of the Company, affiliates of the Company and each officer, director, employee, partner (general and limited), equity holder, member, manager, agent, subsidiary, affiliate, successor and assign and insurer of any of the foregoing (collectively, the “Releasees”) harmless from all claims or suits, of any nature whatsoever (whether known or unknown), being directly or indirectly related to Former Director’s service with the Company or the termination thereof, including, but not limited to, any claims for notice, pay in lieu of notice, wrongful dismissal, discrimination, harassment, severance pay, bonus, incentive compensation, interest, any claims relating to Former Director’s service as with the Company, through the date hereof. 

(b)This release includes, but is not limited to, contract and tort claims, claims arising out of any legal restriction on the Company’s right to terminate its employees and claims or rights under federal, state, and local laws prohibiting employment discrimination, including, but not limited to, claims or rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (“ADEA”), including the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act, and any other federal, state, or local law (statutory or decisional), regulation or ordinance (if and to the extent applicable and as the same may be amended from time to time), or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Releasees; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees,

1

or other expenses (including attorneys’ fees incurred in these matters), which arose through the date Former Director executes this Agreement.

(c)Former Director acknowledges that the consideration given for this Agreement is in addition to anything of value to which Former Director was already entitled. 

(d)Former Director acknowledges that because this Agreement contains a general release of all claims including under the ADEA, and is an important legal document, he has been advised to consult with legal counsel of his own choosing.  Former Director may take up to twenty-one (21) days to decide whether to execute this Agreement, and he may revoke his signature by delivering or mailing a signed notice of revocation to the Company at its corporate offices within seven (7) days after executing it. 

(e)Notwithstanding the foregoing, this Agreement does not release (i) claims which cannot be lawfully released, (ii) Former Director’s rights of indemnification and directors’ and officers’ liability insurance coverage, if any, to which he is entitled with regard to his service as a director of the Company and (iii) claims with respect to the breach of any covenant to be performed by the Company pursuant to this Agreement or any other claims arising from actions or omissions occurring after the date of this Agreement.  Further, the release contained herein does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company with respect to payments to be made under Section  2 of the Separation Agreement.

(f)Former Director acknowledges that there is a risk that after signing this Agreement he may discover losses or claims that are released under this Agreement, but that are presently unknown to him.  Former Director assumes this risk and understands that this Agreement shall apply to any such losses and claims.  Former Director understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released herein.  Former Director acknowledges that by accepting the Consideration, he assumes and waives the risks that the facts and the law may be other than as he believes. 

2.        Nothing in this Agreement shall be construed to affect the independent right and responsibility of the Equal Employment Opportunity Commission (“EEOC”) to enforce the law; provided,  however, Former Director is barred from receiving any monetary damages in connection with any EEOC proceeding concerning matters covered by this Agreement to the fullest extent permitted by law.

3.        This Agreement shall not be construed as an admission by any of the Releasees or the Former Director of any violation of any federal, state or local law.

4.        FORMER DIRECTOR ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY; THAT TO THE EXTENT HE HAS DESIRED, HE HAS AVAILED HIMSELF OF THAT RIGHT; THAT HE HAS CAREFULLY READ AND

2

UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT; AND THAT HE IS KNOWINGLY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT.

5.        Dispute Resolution.  Any dispute arising out of, under, pursuant to, or in any way relating to this Agreement shall be governed by Section 5 of the Separation Agreement.

6.        Miscellaneous

(a)Governing Law.  This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governed by the laws of the State of New York (without regard to any conflict of law rules which might result in the application of the laws of any other jurisdiction). 

(b)Construction.  There shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party hereto and against another party hereto.  Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.

(c)Counterparts.  This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts will, when executed by the parties hereto, together constitute but one agreement.  Facsimile and electronic signatures shall be deemed to be the equivalent of manually signed originals.

(d)Modification; Waiver.  This Agreement may not be modified or amended except in writing signed by the parties. 

(e)Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof.  No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to Former Director to induce Former Director to enter into this Agreement other than the express terms set forth herein, and Former Director is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

Genco Shipping & Trading Limited
By:	/s/ John C. Wobensmith
	Name: John C. Wobensmith
	Title: President

Accepted and Agreed to:

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING RELEASE AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.  I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER THIS RELEASE FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE SIGNING THIS AGREEMENT, I HAVE EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.  I ALSO UNDERSTAND THAT I MAY REVOKE MY SIGNATURE WITHIN SEVEN (7) DAYS AFTER SIGNING.

Peter C. Georgiopoulos
/s/ Peter C. Georgiopoulos	Date:	October 13, 2016

EX-10.15

Exhibit 10.15

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:         Baltic Wasp Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

16 September 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause 2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Waiver

2.1 We refer to the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b)  (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016.

2.2 This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 Subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties, we hereby agree that with effect from

the date hereof, paragraph 4.1(e) of the Waiver Letter shall be deleted in its entirety and replaced by the following:

"(e)the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or".

3.2 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

/s/ R. Bisscheroux	/s/ Thomas B. Pinckney
R. Bisscheroux	Thomas B. Pinckney
Director	Vice President

Confirmed and agreed on 16 September 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.16

Exhibit 10.16

EXECUTION VERSION

CONFIDENTIAL

September 30, 2016

Nordea Bank Finland plc, New York Branch, as Co-ordinator

1211 Avenue of the Americas, 23rd Floor

New York, New York 10036

The Mandated Lead Arrangers party to the Commitment Letter (as defined below)

Re:      Commitment Extension Letter

Ladies and Gentlemen:

Reference is made to (i) that certain Amended and Restated Commitment Letter, dated as of June 30, 2016, (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Commitment Letter”) among Genco Shipping & Trading Limited (the “Borrower”), Nordea Bank Finland plc, New York Branch (“Nordea”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), DVB Bank SE (“DVB”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Deutsche Bank AG Filiale Deutschlandgeschäft (“DB”), Crédit Industriel et Commercial (“CIC”) and BNP Paribas (“BNPP” and together with Nordea, SEB, DVB, ABN, CA-CIB, DB and CIC, the “Mandated Lead Arrangers”), (ii) that certain Extension of Waiver Termination Event, dated August 10, 2016 (the “First Extension of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers, (iii) that certain Second Extension of Waiver Termination Event, dated August 25, 2016 (the “Second Extension of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers and (iv) that certain Third Extension of Waiver Termination Event, dated September 14, 2016 (together with the First Extension of Waiver Termination Event and the Second Extension of Waiver Termination Event, the “Extensions of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers. Capitalized terms used but not otherwise defined in this letter (this “Commitment Extension Letter”) shall have the respective meanings ascribed to such terms in the Commitment Letter.

We hereby request that the Mandated Lead Arrangers and Lenders agree to modify the Commitment Letter as follows (the “Modifications”):

(i) to extend the termination of the Commitment Letter, and of the Commitments, set forth in the final sentence of Section 5 of the Commitment Letter from September 30, 2016 to October 7, 2016;

(ii) to extend the Waiver Termination Event set forth in Section 8(i) of the Commitment Letter from September 30, 2016 to October 7, 2016;

(iii) to extend the Waiver Termination Event set forth in Section 8(ii) of the Commitment Letter such that the Borrower may make any scheduled interest and amortization payments to be made on or prior to October 7, 2016;

(iv) to extend the Waiver Termination Event set forth in Section 8(v) of the Commitment Letter, as extended by the Extensions of Waiver Termination Event, from September 30, 2016 to October 7, 2016;

(v) to delete Sections 8(vii) and 8(viii) of the Commitment Letter; and

(vi) to extend the dates set forth in the paragraphs in the Term Sheet entitled Closing Date, Borrowing Date, and Availability from September 30, 2016 to October 7, 2016.

Notwithstanding the requirements set forth in the second paragraph of Sections 4 and 8(ii) of the Commitment Letter, the Borrower shall be required to make all scheduled interest and amortization payments to be made on or prior to October 7. The failure to so make such payments will result in an immediate termination of the Modifications, the Commitments and the Commitment Letter.

We hereby agree that the Modifications shall be effective only to the extent set forth herein and we further acknowledge and agree that nothing in this Commitment Extension Letter, including the Modifications, and no actions undertaking by any Lender in connection herewith shall in any way (a) be construed as a waiver of any payments required to be made under the Commitment Document, (b) affect the right of any Lender under any Commitment Document to demand compliance by any obligor thereunder with all terms and conditions of such Commitment Document, except as specifically modified or waived by the Waiver, (c) be deemed a waiver of any transaction or future action on the part of any obligor under any Commitment Document requiring any Lenders’ or the required Lenders’ consent or approval under such Commitment Document, or (d) except as waived or modified hereby or by the Commitment Letter, be deemed or construed to be a waiver or release of, or a limitation upon, any Lender’s exercise of any rights or remedies under any Commitment Document, including without limitation rights to take enforcement actions, whether arising as a consequence of any event of default or event which could reasonably be excepted to lead to an event of default, which may now exist or otherwise, under any Commitment Document, all such rights and remedies hereby being expressly reserved.

We hereby (a) affirm all of its obligations under the Commitment Letter as modified hereby and (b) agree that this Commitment Extension Letter and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Commitment Letter or other Commitment Documents.

Please indicate your consent by countersigning this letter agreement no later than 11:59 p.m., New York City time on September 30, 2016.

2

Notwithstanding anything contained herein, all other terms and conditions set forth in the Commitment Letter, the Term Sheet and any Fee Letter shall remain in full force and effect and all rights and obligations of the parties thereto remain in full force and effect. For the avoidance of doubt, the occurrence of a Waiver Termination Event under the Commitment Letter shall result in the termination of the Waivers thereunder and an event of default under each Existing Credit Facility.

[Remainder of page intentionally left blank; signature page follows]

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Very truly yours,
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:  Apostolos Zafolias
Title:  Chief Financial Officer

[Signature Page to Commitment Extension Letter]

Agreed to and Accepted this

30th day of September 2016:

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

By:	/s/ Erik Havnvik
Name: Erik Havnvik
Title:  First Vice President
By:	/s/ Martin Lunder
Name: Martin Lunder
Title:   Senior Vice President

[Signature Page to Commitment Extension Letter]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By	/s/ Mats Holmström
	Name:  Mats Holmström
	Title:

By	/s/ Olof Kajerdt
	Name:  Olof Kajerdt
	Title:

[Signature Page to Commitment Extension Letter]

DVB BANK SE

By:	/s/ Christian Cruden
	Name:  Christian Cruden
	Title:  Vice President

By:	/s/ Andrea Strullato
	Name:  Andrea Strullato
	Title:  Vice President

[Signature Page to Commitment Extension Letter]

ABN AMRO CAPITAL USA LLC

By	/s/ Urvashi Zutshi
	Name:
	Title:

By	/s/ Jaap Kalverkamp
	Name:
	Title:

[Signature Page to Commitment Extension Letter]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By	/s/ J. Duval
	Name:  J. Duval
	Title:  M.D.

By	/s/ Yannick Le Gourieres
	Name:  Yannick Le Gourieres
	Title:  Director

[Signature Page to Commitment Extension Letter]

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT

By:	/s/ Kerstin Seefeld
	Name:  Seefeld
	Title:  Director

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

[Signature Page to Commitment Extension Letter]

CRÉDIT INDUSTRIEL ET COMMERCIAL

By:	/s/ Andrew McKuin
	Name:  Andrew McKuin
	Title:  Managing Director

By:	/s/ Adrienne Molloy
	Name:  Adrienne Molloy
	Title:  Managing Director

[Signature Page to Commitment Extension Letter]

BNP PARIBAS

By:		/s/ Eric Dulcire
		Name:  Dulcire Eric
		Title:  Director
By:	/s/ Vincent Pascal
	Name:  Vincent Pascal
	Title:  Managing Director

[Signature Page to Commitment Extension Letter]

EX-10.17

Exhibit 10.17

September 30, 2016

Genco Shipping & Trading Limited. (“Genco”)

299 Park Avenue

New York, New York 10171

Attn:  John Wobensmith

Re:       Facility Agreement dated 4 November 2015  (as amended, supplemented or modified, the "Facility Agreement") to be made between each of the entities party thereto as Borrowers (each, a “Borrower” and collectively, the “Borrowers”), Genco Holding Limited, as Guarantor, the financial institutions party thereto as lenders (together, the "Lenders"), Hayfin Services LLP as agent of the Finance Parties (the “Agent”) and Hayfin Services LLP as security agent.

Dear Mr Wobensmith,

We refer to our commitment letter dated June 29, 2016 (the “Commitment Letter”) pursuant to which we submitted a term sheet in respect of a supplemental agreement (the “Supplemental Agreement”) to be arranged by the Agent subject to documentation acceptable to the Lenders, a closing on or before September 30, 2016 and each of the other conditions set out herein.

All words and expressions defined in the Commitment Letter and the Facility Agreement shall have the same meaning when used in this letter unless otherwise defined herein or the context otherwise requires.

Pursuant to your memorandum to us dated September 29, 2016, you have requested that the Lenders extend the date in the Commitment Letter by which the conditions to their willingness to enter into the Supplemental Agreement must be completed (the “Supplemental Agreement Conditions”). 

Subject to the terms of this letter, we hereby confirm that in our capacity as Agent and Security Agent for and on behalf of the Lenders, the Lenders consent to extending the date in the Commitment Letter by which Supplemental Agreement Conditions must be satisfied from September 29, 2016 to the earlier of:

(a) November 15, 2016; and

(b) such other date agreed from time to time between you and  the prospective providers of the proposed new $400 million senior secured credit facility to the Group (the “$400m Facility Lenders”) as the date by which all conditions to their commitment to participate in such facility must be satisfied.

The Lenders' extension of the date by which the Supplemental Agreement Conditions must be satisfied shall not be effective unless and until:

(i) you have signed and returned a copy of this letter to us on or before the close of business on October 3, 2016;

(ii) the $400m Facility Lenders agree with you by the close of business on October 7, 2016 to extend the date by which the conditions to their commitment to participate in the $400m senior secured facility must be satisfied to November 15, 2016; and

(iii) you have provided written evidence in form and substance satisfactory to us of the extension referred to in paragraph (ii) above on or before the close of business on October 10, 2016.

Other than as expressly set out above, the terms and conditions of the Commitment Letter and the Finance Documents shall not be deemed to be amended, waived or otherwise varied by this letter.

This letter 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.

Yours sincerely,

For and on behalf of HayFin Services LLP	For and on behalf of HayFin Services LLP
in its capacity as Agent	in its capacity as Security Agent
/s/ Stephen Bourne	s/ Stephen Bourne

Accepted and agreed to as of the date first above written:

For and on behalf of Genco Shipping & Trading Limited.

/s/ Apostolos Zafolias

EX-10.18

Exhibit 10.18

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“Agreement”) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Recitals

A.        The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

B.        The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, the Basic Shares (as defined below) and the Backstop Shares (as defined herein) (the Basic Shares and the Backstop Shares, collectively, the “Shares” and each, a “Share”) of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), such Series A Preferred Stock to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designations set forth as Exhibit A attached hereto (the “Certificate of Designations”) and to be convertible into an aggregate of up to 10,000,000 shares (subject to adjustment) (such shares together with shares into which the Commitment Fee (as defined below) may be converted, the “Conversion Shares”) of the Company’s Common Stock, par value $0.01 per share (together with any securities into which such shares may be reclassified, whether by merger, charter amendment or otherwise, to the extent the Shares, in connection with any such reclassification, become convertible into such securities pursuant to the Certificate of Designations, the “Common Stock”), at a conversion price of $4.85 per Share (subject to adjustment), at a purchase price of $4.85 per Share (the “Per Share Price”), for an aggregate purchase price of up to $48,500,000 (the “Purchase Price”); and 

C.        Contemporaneous with the execution and delivery of this Agreement, the Company is entering into a purchase agreement  with each of the Other Existing Investors (as defined below) on substantially the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock to be purchased by such Other Existing Investor) providing for the purchase of shares of  Series A Preferred Stock for an aggregate purchase price (taken together with the Purchase Price) of up to One Hundred Twenty Five Million Dollars ($125,000,000) (each an “Other Purchase Agreement”); and

D.        Contemporaneous with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws on substantially the same terms and conditions as set forth in that certain Registration Rights Agreement by and among the Company and certain of its shareholders dated as of July 9, 2014 (the “Prior Registration Rights Agreement”).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Definitions.  In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Additional Private Placement” has the meaning set forth in Section 7.11.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person.

“Agents” means, collectively, Jefferies LLC (“Jefferies”),  DNB Markets ASA and Evercore Group LLC.

“Backstop Commitment” means, with respect to any Investor, the backstop subscription amount set forth opposite such Investor’s name on Schedule 1 hereto, as adjusted pursuant to Section 3.3.

“Backstop Shares” has the meaning set forth in Section 2.

“Basic Shares” has the meaning set forth in Section 2.

“Basic Subscription Amount” has the meaning set forth in Section 2.

“Business Day” means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors’ obligations to pay the Subscription Amount, and (ii) the Company’s obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived.

“Commitment Fee” shall mean 500,000 shares of Series A Preferred Stock.

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company’s Knowledge” means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo.

“Confidential Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

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“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Debt Commitment Letter” means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C.

“Deemed Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same.

“Effective Date”  means the date on which the initial Registration Statement is declared effective by the SEC.

“Effectiveness Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement.

“Fundamental Representations” means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30.

“Hayfin Facility Agreement” means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent.

“Hayfin Term Sheet” means the term sheet dated June 29, 2016 in respect of the proposed amendment of the Hayfin Facility Agreement.

“Insider” means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof.

“Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

“Material Adverse Effect” means a material adverse effect on (x) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company and its Subsidiaries taken as a whole, or (y) the ability of the Company to perform its obligations under the Transaction

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Documents, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement or any other Transaction Document, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement or any other Transaction Document.

“Material Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“NYSE” means the New York Stock Exchange.

“Other Existing Investors” means funds and/or related entities managed by Strategic Value Partners, LLC or its Affiliates and funds managed by Affiliates of Apollo Global Management, LLC  that are shareholders of the Company as of the date of this Agreement.

“Per Share Price” has the meaning set forth in the Recitals.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Proposal” has the meaning set forth in Section 7.9.

“Registrar of Corporations” shall mean the Registrar of Corporations of the Republic of the Marshall Islands.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“SEC Filings” has the meaning set forth in Section 4.6.

“Securities” means the Shares, the Conversion Shares, and the Commitment Fee.

“Shares” has the meaning set forth in the Recitals.

“Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Stockholders Meeting Deadline”  has the meaning set forth in Section 7.9(a).

“Subsequent Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its

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Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement, the Certificate of Designations, and the Registration Rights Agreement.

“Transfer Agent” means Computershare, Inc.

“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2.        Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, (i) that number of basic shares of Series A Preferred Stock set forth opposite such Investor’s name on Schedule 1 (the “Basic Shares”) in exchange for the portion of the Purchase Price equal to the basic share subscription amount set forth opposite such Investor’s name on Schedule 1 (such Investor’s “Basic Subscription Amount”) and, if applicable, (ii) that number of shares of Series A Preferred Stock equal to such Investor’s Backstop Commitment divided by the Per Share Price (the “Backstop Shares”), in exchange for the portion of the Purchase Price equal to such Investor’s Backstop Commitment (such Investor’s Backstop Commitment, together with such Investor’s Basic Subscription Amount, such Investor’s “Subscription Amount”).

3.        Closing.

3.1        Closing.  The Closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Kramer Levin Naftalis & Frankel LLP on the third Business Day following the satisfaction or waiver of the conditions to closing specified herein (other than those conditions which will be satisfied at the Closing), or at such other location and on such other date as the Company and the Investors shall mutually agree.  The Company shall deliver a notice of the Closing Date to each Investor at least three (3) Business Days prior to the Closing Date.  On the Closing Date, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Company, in an amount representing such Investor’s Subscription Amount, and the Company shall file the Certificate of Designations with the Registrar of Corporations.  Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors.  In addition, in consideration of each Investor providing its Backstop Commitment hereunder, such Investor shall be entitled to receive at the Closing, its pro rata portion of the Commitment Fee.

3.2        [Intentionally omitted].

3.3        Certain Adjustments Any sales of Series A Preferred Stock in the Additional Private Placement (which, for the avoidance of doubt, does not include the sale of Series A Preferred Stock pursuant to this Agreement or the Other Purchase Agreements) will reduce each outstanding unexercised Backstop Commitment by multiplying such Backstop Commitment by a fraction, the numerator of which is equal to $38,600,000 less the aggregate proceeds from the Additional Private Placement and the denominator of which is equal to $38,600,000, provided that no Backstop Commitment shall be reduced below zero.

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4.         Representations and Warranties of the Company.  The Company hereby represents and warrants to the Investors that, except as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):

4.1        Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to be in good standing or so qualified has not had and would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 4.1 hereto, each of the Company and its Subsidiaries is not the subject of any judicial composition proceeding, bankruptcy proceeding or any similar process or of any judgment or dissolution. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.

4.2        Authorization.  The Company has all corporate power and authority and, except for the filing of the Certificate of Designations with the Registrar of Corporations and the approval of the Proposal at the Stockholders Meeting or any Subsequent Stockholders Meeting, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities.  The Transaction Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

4.3        Capitalization.  The capitalization of the Company as of the date hereof is as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2016 (the “Q2 2016 10-Q”). The Company has not issued any capital stock since its most recently filed periodic report under the 1934 Act except as may be issuable upon the exercise of outstanding warrants, the settlement of outstanding restricted stock units disclosed in the SEC Filings, or future awards under the Company’s 2015 Equity Incentive Plan.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any transaction pertaining to the Company’s capital stock. Except as set forth in the SEC Filings or future awards under the 2015 Equity Incentive Plan, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary of the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares

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was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities except as described in Section 7.9 hereof. Except as set forth in the SEC Filings, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge as of the date hereof, between or among any of the Company’s stockholders. Other than the rights being granted to the Investors or the Other Existing Investors pursuant to the Registration Rights Agreement, to participants in the Additional Private Placement, or as set forth in the SEC Filings, no person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company.

4.4        Valid Issuance.  Upon the filing of the Certificate of Designations with the Registrar of Corporations, the Shares and the Commitment Fee will have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.  Upon the due conversion of the Shares, the Conversion Shares and the Commitment Fee will be validly issued, fully paid and nonassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws (other than those created by the Investors).  The Company has reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Shares and the Commitment Fee.

4.5        Consents.  Except for the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance by the Company of the Transaction Documents, approval of the Proposal by the Company’s shareholders, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made (or shall have been made prior to Closing) pursuant to applicable state securities laws and NYSE listing requirements and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods and approval of the Proposal at the Stockholders Meeting.

4.6        Delivery of SEC Filings; Business.  The Company has made available to the Investors through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings”).  The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period.

4.7        Use of Proceeds.  The net proceeds of the sale of the Shares hereunder shall be used by the Company for debt repayment, working capital and general corporate purposes.

4.8        Absence of Certain Events.  Since the date of the latest audited financial statements included within the SEC Filings, except as specifically disclosed in the SEC Filings prior to the date hereof or on Schedule 4.8, (i) the Company has not altered its method of accounting, (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the Company’s equity incentive plans, and (iii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Company’s existing equity incentive plans. As of the

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date hereof, the Company does not have pending before the SEC any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its business, properties, operations, financial condition or prospects that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed. 

4.9       SEC Filings.

(a)        At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)        Each registration statement and any amendment thereto filed by the Company during the two years preceding the date hereof pursuant to the 1933 Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.10      No Conflict, Breach, Violation or Default.  Subject to the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Second Amended and Restated Articles of Incorporation, as amended, or the Company’s Amended and Restated Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary of the Company or any of their respective assets or properties, except, with respect to subclause (i)(b), as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.11      Tax Matters.  The Company and each Subsidiary of the Company has timely prepared and filed (or timely filed for an extension for) all tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are

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adequate in all material respects, and there are no material unpaid assessments against the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.  All taxes and other assessments and levies that the Company or any of its Subsidiaries is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or property.  Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity.

4.12      Title to Properties.  Except as disclosed in the SEC Filings or Schedule 4.12, the Company and each of its Subsidiaries has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Filings, the Company and each of its Subsidiaries holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

4.13      Registry of and Title to Vessels; Good Standing.  Each of the Company’s vessels is owned directly by the Company or one its Subsidiaries, has been duly registered as a vessel under the laws and regulations and flag of its jurisdiction in the sole ownership of the Company or such Subsidiary, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; the Company or each such Subsidiary, as applicable, has good title to the applicable vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record other than as disclosed in Schedule 4.13, and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.14      Compliance with Maritime Guidelines.  Except with respect to vessels described in Schedule 4.14, each of the Company’s vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all environmental laws), except where such failure to be in compliance would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.15      Classification.  Except with respect to vessels described in Schedule 4.15, each vessel is classed by a classification society which is a full member of the International Association of Classification Societies and is in class with valid class and trading certificates, without any overdue

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recommendations, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.16      Certificates, Authorities and Permits.  The Company and each of its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where such failure has not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any such Subsidiary, would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  Neither the Company nor any of its Subsidiaries have been in violation or breach of, or default under, any such certificate, authority or permit except where such violation, breach or failure would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.17      Labor Matters.  No material labor dispute exists or, to the Company’s Knowledge, has been threatened with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect. To the Company’s Knowledge, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

4.18      Intellectual Property.  The Company and its Subsidiaries own, possess, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Filings to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect.  Except as set forth in the SEC Filings, as of the date hereof, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or Subsidiaries’ rights in or to any such Intellectual Property, or alleging that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim, in each case except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. 

4.19      Environmental Matters.  Neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any

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Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

4.20      Litigation.  Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are, to the Company’s Knowledge, threatened or contemplated by any governmental or regulatory authority or threatened by others.

4.21      Financial Statements.  The financial statements included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, except for normal year-end audit adjustments and as otherwise as permitted by Form 10-Q under the 1934 Act).  Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.21, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.22      Insurance Coverage.  The Company and each of its Subsidiaries maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each such Subsidiary.

4.23      Compliance with Law.  The Company and each of its Subsidiaries are in compliance, and since January 1, 2013, have been in compliance, in all material respects, with all U.S. federal, state, local and foreign laws and regulations applicable to them or the operation of their respective business or by which their assets are bound or affected, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  None of the Company or any of its Subsidiaries have received any written notice of any material violation of any U.S. federal, state, local and foreign laws and regulations applicable to them or the operations of their respective businesses or by which their assets are bound or affected at any time since January 1, 2013, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.24      Compliance with NYSE Continued Listing Requirements.  Except as described in the SEC Filings or as a result of this Agreement and the transactions contemplated hereby:  (i) the Company is in compliance with applicable NYSE continued listing requirements, and (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on the NYSE and the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from the NYSE.

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4.25      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule 4.25.

4.26      No Directed Selling Efforts or General Solicitation.  Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

4.27      No Integrated Offering.  Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.

4.28      Rule 506 Compliance.  To the Company’s Knowledge, neither the Company nor any Insider is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act.  The Company is not disqualified from relying on Rule 506 of Regulation D under the 1933 Act (“Rule 506”) for any of the reasons stated in Rule 506(d) in connection with the issuance and sale of the Securities to the Investors pursuant to this Agreement.  The Company has exercised reasonable care to determine whether any such disqualification under Rule 506(d) exists.

4.29      Private Placement.  Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4.30      Material Contracts.  As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Material Contract that has not been filed.  Except as would not have a Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or any of its Subsidiaries, as the case may be, and, to the Company’s Knowledge, of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles; (ii) each Material Contract is in full force and effect; (iii) neither the Company nor any of its Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder except as is subject to a waiver described in the SEC Filings; (iv) neither the Company nor any of its Subsidiaries has received written notice of any breach or default of any Material Contract other than as may be set forth in any waiver described in the SEC Filings, and (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract that such other party intends to terminate, not renew, or renegotiate the terms of any such Material Contract.  Except as set forth in Schedule 4.30, no event has occurred (with or without notice or lapse of time, or both) and is continuing that would constitute a breach or default, or permit termination, modification, or acceleration under any credit facility or debt instrument, to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, and to the Company’s Knowledge there exists no event or circumstance that would reasonably be expected to give rise to any such breach, default, termination, modification, or acceleration, except as is subject to a waiver described in the SEC Filings.

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4.31      Transactions with Affiliates.  Except as disclosed in the SEC Filings or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any material transaction with the Company or any of its Subsidiaries (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any material contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.32      Internal Controls.  The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability.  The Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. 

4.33      Investment Company.  The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.34      Other Existing Investors.  Contemporaneous with the execution and delivery of this Agreement, the Company is entering into the Other Purchase Agreements on the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock  purchased), and the Company has delivered to the Investors true and complete copies of the Other Purchase Agreements.

5.         Representations and Warranties of the Investors.  Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

5.1        Organization and Existence.  Such Investor, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority.

5.2        Authorization; No Conflicts.  The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational

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documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to such Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

5.3        Purchase Entirely for Own Account.  The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Actwithout prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.  Neither such Investor nor any Affiliate of such Investors is a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

5.4        Investment Experience.  Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

5.5        Disclosure of Information.  Such Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto, including Schedule 5.5) and the SEC Filings and the risk factors set forth therein.  Such Investor and its advisors, if any, has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. Such Investor and its advisors, if any, have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions contemplated by this Agreement.

5.6        No Governmental Review.  Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

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5.7        Restricted Securities.  Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

5.8        Legends.  It is understood that, except as provided below, certificates or other instruments evidencing the Securities may bear the following or any similar legend:

(a)        “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”

(b)        If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

5.9        Accredited Investor / Qualified Purchaser.  Such Investor is, and on the date the Conversion Shares are issued upon conversion of the Shares such Investor will be, an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

5.10      No General Solicitation.  Such Investor did not learn of the investment in the Securities as a result of any general solicitation or general advertising.

5.11      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

5.12      Prohibited Transactions.  Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.  Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of

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the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

5.13      Affiliate Involvement in Offering; Trading Price.  Such Investor acknowledges that it is aware of the following: (i) that one or more Persons that may be deemed Affiliates of the Company are purchasing Securities; (ii) that such purchase by such Persons should not be taken as an indication of their views regarding the prospects of the Company nor should such Investor infer from their participation that they possess non-public information suggesting favorable prospects for the Company; and (iii) the Company’s stock is thinly traded, and accordingly the trading price of the Company’s stock may not accurately reflect the current value of the Company.

5.14      Rule 506 Compliance.  Neither such Investor nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification Event (as defined above), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the 1933 Act and disclosed in writing in reasonable detail to the Company.

5.15      The Agents.  Such Investor understands that each Agent has acted solely as an agent of the Company in the placement of the Securities, and that none of the Agents makes any representation or warranty with regard to the merits of this transaction or as to the accuracy of any information such Investor may have received in connection therewith.  Such Investor acknowledges that it has not relied on any information or advice furnished by or on behalf of the Agent.

5.16      Sufficient Funds.  Each Investor has sufficient cash on hand or undrawn capital commitments to pay the Purchase Price and otherwise satisfy its obligations in connection with this Agreement and the transactions contemplated hereby.

6.         Conditions to Closing.

6.1        Conditions to the Investors’ Obligations.  The obligation of each Investor to purchase the Shares at the Closing is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a)        The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date.  The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to “materiality” or “Material Adverse Effect" shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.  The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

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(b)        The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents on the Closing Date, all of which shall be in full force and effect.

(c)        The Company shall have executed and delivered the Registration Rights Agreement.

(d)        The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors.

(e)        The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors.

(f)         No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(g)        The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 6.1.

(h)        The Investors shall have received an opinion from each of Kramer Levin Naftalis & Frankel LLP and Reeder & Simpson, P.C., dated as of the Closing Date, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

(i)         No stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

(j)         The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amount in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(k)        The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter.

(l)         The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

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(m)       The Other Purchase Agreements shall have substantially identical terms to the terms of this Agreement, excluding the Subscription Amount and related terms.  For the avoidance of doubt, the terms of such Other Purchase Agreements and the securities issued pursuant thereto shall not be more favorable than the terms provided to the Investors under this Agreement and the Series A Preferred Stock and the Common Stock received pursuant hereto.

(n)        The Additional Private Placement, if consummated, shall not have been on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

6.2        Conditions to Obligations of the Company.  The Company’s obligation to sell and issue the Shares at the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a)        The representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects as of the Closing Date.  The Investment Representations shall be true and correct in all respects as of the Closing Date.  The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

(b)        The Investors shall have executed and delivered the Registration Rights Agreement.

(c)         No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(d)        The Company shall have received, or shall receive substantially simultaneously with the funding of the Investors’ Subscription Amount, an aggregate of not less than $125 million (inclusive of the Investors’ Subscription Amount) in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(e)        The Refinancing (as defined in the Debt Commitment Letter) shall have occurred, or shall occur substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Debt Commitment Letter and otherwise in form and substance reasonably satisfactory to the Company.

(f)         The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Hayfin Term Sheet and otherwise in form and substance reasonably satisfactory to the Company.

(g)        The Investors shall have delivered an officer’s certificate, executed on behalf of each Investor by its Chief Executive Officer or its Chief Financial Officer or person performing similar functions, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsection (a) of this Section 6.2.

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6.3        Termination of Obligations to Effect Closing; Effects.

(a)        The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i)        Upon the mutual written consent of the Company and the Investors;

(ii)       By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

(iii)      By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

(iv)      By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016;

provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b)        In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors.  Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

7.        Covenants and Agreements.

7.1        Operation in the Ordinary Course.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall, and shall cause each of its Subsidiaries, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business and (c) use its reasonable best efforts to (i) preserve intact its material assets, properties, contracts or other legally binding understandings, licenses and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of

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Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or in the ordinary course of business (other than as contemplated by the Debt Commitment Letter), (c) issue, sell or otherwise dispose any equity securities of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers of the Company or enter into any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC without the approval of the Company’s Board of Directors of a committee thereof comprised solely of independent directors or (e) effect any Deemed Liquidation Event.

7.2        Reservation of Common Stock.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the conversion of the Shares and the Commitment Fee, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the conversion of the Shares and the Commitment Fee issued pursuant to this Agreement in accordance with their respective terms.

7.3        [Intentionally omitted].

7.4        No Conflicting Agreements.  The Company will not take any action, enter into any agreement or make any commitment that would conflict in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

7.5        Listing of Underlying Shares and Related Matters.  The Company shall take commercially reasonable efforts to cause the Conversion Shares to be approved for listing or trading on the NYSE or such other exchange or market where the Common Stock is trading or expected to trade no later than ninety (90) days after the Closing Date.  Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Conversion Shares and will take such other action as is necessary to cause such Common Stock to be so listed.

7.6        [Intentionally omitted].

7.7        Subsequent Equity Sales.

(a)        From the date hereof until the date of conversion of the Shares, without the consent of the Investors, neither the Company nor any of its Subsidiaries shall issue shares of preferred stock, Common Stock or Common Stock Equivalents.  Notwithstanding the foregoing, the provisions of this Section 7.7(a) shall not apply to (i) the issuance of the Securities, (ii) the issuance of Series A Preferred Stock pursuant to the Other Purchase Agreements and in the Additional Private Placement or any Common Stock issuable upon the conversion thereof, (iii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, settlement or exercise of any securities of the Company or any of

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its Subsidiaries outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof, (iv) the issuance of Common Stock or Common Stock Equivalents in connection with the acquisition by the Company of all or substantially all of the assets or equity interests of another business entity in a transaction approved by the Board of Directors of the Company, (v) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan in place as of the date hereof or approved by the Company’s stockholders or (vi) the issuance of any Common Stock or Common Stock Equivalents in a transaction or series of related transactions, for the primary purpose of raising capital, approved by the Board of Directors of the Company and consented to by the Investors not participating in such transaction or transactions who beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) a majority of the Shares issued pursuant hereto (excluding the Shares held by any Investors participating in such transaction or transactions).  For the avoidance of doubt, any sale and issuance of Series A Preferred Stock to purchasers in the Additional Private Placement shall not be on terms, including the price paid for such Series A Preferred Stock, more favorable to any such purchaser than the terms provided to the Investors under this Agreement.

(b)        The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

7.8       Equal Treatment of Investors.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Documents, and no consideration shall be offered or paid to any Other Existing Investor to amend or consent to a waiver or modification of any provision of the purchase agreements entered into simultaneously with this Agreement (or the other transaction documents contemplated thereby) unless the same consideration is also offered to the Investors.  For clarification purposes, this provision constitutes a separate right granted to each Investor and each Other Existing Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors and the Other Existing Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with the Other Existing Investors with respect to the purchase, disposition or voting of Securities or otherwise.

7.9       Proxy Statement; Stockholders Meeting.  

(a)        Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than sixty (60) days following the Closing Date (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock issued pursuant to this Agreement or the other Purchase Agreements or in the Additional Private Placement (the “Proposal”) and the increase of the size of the Company’s Board of Directors from eight (8) members to nine (9) members (the “Board Increase”). In the event the Proposal or the Board Increase is not approved by the Company’s

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stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal or the Board Increase as applicable, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will prepare and file with the SEC proxy materials pursuant to and in compliance with Section 14(a) of the 1934 Act (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and responding to any comments of the SEC thereon, shall mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in each proxy statement.

(b)        Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Directors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Proposal and the Board Increase (each a “Company Board Recommendation”) at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, unless the Board of Directors shall have modified, amended or withdrawn such Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw either Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining such Company Board Recommendation would be inconsistent with its fiduciary duty to the Company’s stockholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws either Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with the Marshall Islands Business Corporations Act and the provisions of its Second Amended and Restated Articles of Incorporation, as amended, or its Amended and Restated Bylaws, (i) take all action reasonably necessary to convene the Stockholders Meeting and, if necessary, each Subsequent Stockholders Meeting as promptly as practicable, but no later than the Stockholders Meeting Deadline with respect to the Stockholders Meeting and as soon as practicable with respect to each Subsequent Stockholders Meeting, to consider and vote upon the approval of the Proposal and the Board Increase and (ii) submit the Proposal and the Board Increase at the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting to the stockholders of the Company for their approval.

(c)        From the date hereof until termination of this Agreement pursuant to Section 6.3 hereof (the “Term”), at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, each Investor and its Affiliates owning any shares of Common Stock shall (A) appear at such meeting or otherwise cause all shares of Common Stock held by it to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted) all shares of Common Stock held by it in favor of the Proposal and such other matters as may be necessary or advisable to consummate the transactions contemplated by the Purchase Agreement; provided that no Investor or its Affiliates shall be under any obligation hereunder with respect to any vote regarding the Board Increase.  During the term of this Agreement, no such Investor or its Affiliates shall transfer any shares of Common Stock prior to shareholder approval of the Proposal unless the transferee has agreed for the benefit of the Company to be bound by the provisions of this Section 7.9(c).

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7.10     [Intentionally omitted].

7.11     Additional Private Placement.  Following the entry by the parties into this Agreement, the Company shall conduct a private placement of the Series A Preferred Stock (the “Additional Private Placement”), and will use commercially reasonable efforts to obtain binding commitments from third parties for the purchase of not more than Thirty Eight Million Six Hundred  Thousand Dollars ($38,600,000) in Series A Preferred Stock in such private placement; provided that such Additional Private Placement shall not be on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

7.12     Investor Director.

(a)        From and after the Closing until the conversion of the Shares, and thereafter and until the Investors no longer beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) at least 12.5% of the total outstanding Common Stock at any time (the “Nomination Right Termination”), at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board of Directors, the Company (subject to applicable law, including any fiduciary duties of the Board of Directors) shall nominate and use its commercially reasonable efforts (which shall include inserting in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board of Directors that stockholders of the Company vote in favor of each Investor Designee (defined below)) to cause the election to the Board of Directors of a slate of directors that includes one (1) individual designated in writing by the Investors for nomination for election or for appointment to the Board of Directors and approved by the Board of Directors or any responsible committee thereof (which approval shall not be unreasonably withheld) (any such individual being an “Investor Designee”); except that if the Investors beneficially own at least 25% of the total outstanding Common Stock and the size of the Board has been increased to nine (9) members, the number of Investor Designees that the Investors shall be entitled to designate shall be two (2).  To the extent that the Company’s Board of Directors or any responsible committee thereof views it as necessary or desirable that any second Investor Designee of the Investors be independent under the applicable rules of any exchange on which the Company’s capital stock is listed or for regulatory compliance purposes, the Investors shall comply with the request of the Company to designate a second Investor Designee that would be independent under such rules or regulations or, if such second Investor Designee has already been elected or appointed to the Company’s Board of Directors (an “Investor Director”), shall secure the resignation of such Investor Director and designate an Investor Designee who would be independent under such rules or regulations. 

(b)        The Investors shall notify the Company of the identity of any proposed Investor Designee, in writing, at or before the time such information is reasonably requested by the Board of Directors or any responsible committee thereof for inclusion in a proxy statement for a meeting of stockholders, and shall promptly furnish in writing all information about the Investors and such proposed Investor Designee as shall be reasonably requested by the Board of Directors or any responsible committee thereof (including, at a minimum, any information regarding such proposed Investor Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board of Directors).

(c)        Until the Nomination Right Termination and subject to Sections 7.11(a) and (b), in the event of (i) the death, disability, removal or resignation of an Investor Director, the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint as a replacement Investor Director the Investor Designee designated by the Investors to

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fill the resulting vacancy, or (ii) the failure of an Investor Designee to be elected to the Board of Directors at any annual or special meeting of the stockholders of the Company at which such Investor Designee stood for election but was nevertheless not elected (such Investor Designee, an “Investor Specified Designee”), the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint another Investor Designee designated by the Investors to serve in lieu of such Investor Specified Designee as an Investor Director during the term that such Investor Specified Designee would have served had such Investor Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed an Investor Director for all purposes hereunder.

(d)        The Company shall at all times provide each Investor Director (in his or her capacity as a member of the Board of Directors) with the same rights to indemnification and exculpation that it provides to the other members of the Board of Directors.  The Company acknowledges and agrees that any such obligations to indemnify or advance expenses to each Investor Director, in his or her capacity as such, for the matters covered by such obligations, shall be the primary source of indemnification and advancement of such Investor Director in connection therewith, and any obligation on the part of any Investor under any indemnification agreement to indemnify or advance expenses to such Investor Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Investor Director may collect as indemnification or advancement from the Company.  In the event that the Company fails to indemnify or advance expenses to such Investor Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor makes any payment to such Investor Director in respect of indemnification or advancement of expenses on account of such Unpaid Indemnitee Amounts, such Investor shall be subrogated to the rights of such Investor Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

(e)        The first Investor Director shall be Bao D. Truong, and the second Investor Director shall be Kevin Mahony, subject to the last sentence of Section 7.12(a).

7.13      Prior Registration Rights Agreement.  The Investors shall cause funds and/or related entities managed by Affiliates of Centerbridge Partners, L.P. that are parties to the Prior Registration Rights Agreement to give their reasonable consent to conform terms of the Prior Registration Rights Agreement to the Registration Rights Agreement.

8.         Survival and Indemnification.

8.1        Survival.  The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

8.2        Indemnification.  The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents.

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8.3        Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided,  further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.  No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation and, in the event an indemnified party controls the defense of any claim under this Section 8.3, such indemnified party may not settle such claim without the Company’s prior written consent, which will not be unreasonably withheld.

9.         Miscellaneous.

9.1        Successors and Assigns.  This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a transaction complying with applicable securities laws without the prior written consent of the Company or the other Investors.  The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.  Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares” shall be deemed to refer to the securities received by the Investors in connection with such transaction.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2        Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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9.3        Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.4        Notices.  Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier.  All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Attention: John C. Wobensmith

Fax: (646) 443-8551

With a copy to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Thomas E. Molner

Fax: (212) 715-8000

If to the Investors:

to the addresses set forth on Schedule 1 hereto.

9.5        Expenses.  The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the Investors for their reasonable and documented legal fees and related costs in connection with the transactions contemplated hereby up to a maximum of $50,000 within a reasonable time following the Closing.

9.6        Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

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9.7        Publicity.  Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior written consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance.

9.8        Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

9.9        Entire Agreement.  This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

9.10     Further Assurances.  The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

9.11      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.  Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

9.12     Independent Nature of Investors’ Obligations and Rights.  The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document.  The decision of each Investor to purchase Securities

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pursuant to the Transaction Documents has been made by such Investor independently of any other Investor.  Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents.  Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.  The Company acknowledges that each of the Investors and the Other Existing Investors has been provided with the same transaction documents for the purpose of closing a transaction with multiple Persons and not because it was required or requested to do so by any Person.

9.13     Reliance by and Exculpation of Agents. 

(a)        Each Investor agrees and acknowledges that (i) none of the Agents has made, or will make, any representations or warranties with respect to the Company or the offer and sale of the Shares, and such Investor will not rely on any statements made by any Agent, orally or in writing, to the contrary; (ii) it will be responsible for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (iii) it will be purchasing Shares based on the results of its own due diligence investigation of the Company, (iv) it has negotiated the offer and sale of the Shares directly with the Company, and the Agents will not be responsible for the ultimate success of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of total loss of such investment.  Each Investor further represents and warrants to each Agent that it, including any fund or funds that it manages or advises that participates in the offer and sale of the Shares, is permitted under its constitutive documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this Agreement.  In light of the foregoing, to the fullest extent permitted by law, each Investor releases each Agent, its employees, officers, representatives and Affiliates from any liability with respect to such Investor’s participation in the offer and sale of the Shares including, but not limited to, any improper payment made in accordance with the information provided by the Company. This Section 9.13 shall survive any termination of this Agreement.  The Agents have introduced each Investor to the Company in reliance on the Investor’s understanding and agreement to this Section 9.13.

(b)        The parties agree and acknowledge that each Agent may rely on the representations, warranties, agreements and covenants of the Company contained in this Agreement and may rely on the representations and warranties of the respective Investors contained in this Agreement as if such representations, warranties, agreements and covenants, as applicable, were made directly to such Agent.  The parties further agree each Agent may rely on the legal opinions to be delivered pursuant to Section 6.1(i) hereof.

(c)        Each Investor agrees, for the express benefit of the Agents, that: no Agent, nor any of its Affiliates or any of its representatives (1) has any duties or obligations with respect to the transactions contemplated hereby other than those specifically set forth herein or in the engagement letter, to be entered into between the Company and the Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or

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warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents; or (4) shall be liable to such Investor (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for such Agent’s own gross negligence, willful misconduct or bad faith.  Jefferies, its Affiliates and its representatives shall be entitled to be indemnified by the Company for acting as placement agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

9.14      Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Company:	Genco Shipping & Trading Limited
	By:	/s/ Apostolos Zafolias
	Name:	Apostolos Zafolias
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors: Each of: Centerbridge Capital Partners II (Cayman), L.P. Centerbridge Capital Partners SBS II (Cayman), L.P. Centerbridge Credit Partners, L.P. Centerbridge Credit Partners Master, L.P. Centerbridge Special Credit Partners II, L.P. Centerbridge Special Credit Partners II AIV IV (Cayman), L.P. in their individual capacities as stockholders

By:	/s/ Bao Truong
Name:	Bao Truong
Title:	Authorized Signatory

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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SCHEDULE 1

INVESTOR COMMITMENTS

Investor	Basic Shares	Basic Subscription Amount		Basic Subscription Percentage		Backstop Shares	Backstop Commitment*		Backstop Commitment Percentage
Centerbridge Special Credit Partners II AIV IV (Cayman), L.P.	756,809	$	3,670,523.65	11.47	%	390,229	$	1,892,610.65	11.47	%
Centerbridge Special Credit Partners II, L.P.	153,565	$	744,790.25	2.33	%	79,182	$	384,032.70	2.33	%
Centerbridge Credit Partners Master, L.P.	1,686,630	$	8,180,155.50	25.56	%	869,669	$	4,217,894.65	25.56	%
Centerbridge Credit Partners, L.P.	928,932	$	4,505,320.20	14.08	%	478,980	$	2,323,053.00	14.08	%
Centerbridge Capital Partners II (Cayman), L.P.	3,049,682	$	14,790,957.70	46.22	%	1,572,493	$	7,626,591.05	46.22	%
Centerbridge Capital Partners SBS II (Cayman), L.P.	22,320	$	108,252.00	0.34	%	11,509	$	55,818.65	0.34	%
Total	6,597,938	$	31,999,999.30	100.00	%	3,402,062	$	16,500,000.70	100.00	%

*Subject to adjustment pursuant to Section 3.3.

Address for Notices:

Bao D. Truong

Centerbridge Partners, L.P.

375 Park Avenue, 11th Floor

New York, NY 10152

With a copy to:  legalnotices@centerbridge.com

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EXHIBIT A

CERTIFICATE OF DESIGNATIONS

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CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK OF

GENCO SHIPPING & TRADING LIMITED

The undersigned, John C. Wobensmith, does hereby certify:

1.        That he is the duly elected and acting President and Secretary of Genco Shipping & Trading Limited a Marshall Islands corporation (the “Company”).

2.        That pursuant to the authority conferred by the Company’s Second Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors on [__________], 2016 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the Company by the Articles of Incorporation, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

Section 1. Designation and Amount.  The shares of such series shall be designated as “Series A Preferred Stock”.  The  Series A Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 27,061,856, which number the Board may from time to time increase or decrease (but not below the number then outstanding).  The Series A Preferred Stock shall have a liquidation preference of $4.85 per share (the “Liquidation Preference”).

Section 2. Ranking.  The Series A Preferred Stock shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company, (a) senior to the common stock, par value $0.01 per share, of the Company (the “Common Stock”), whether now outstanding or hereafter issued, and to each other class or series of stock of the Company (including any series of preferred stock established after [___________], 2016 (the “Issue Date”) by the Board of Directors) the terms of which do not expressly provide that such class or series ranks senior to, or paripassu, with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Junior Stock”); (b) paripassu with each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks paripassu with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Parity Stock”); and (c) junior to each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Senior Stock”). The Company’s ability to issue Capital Stock that ranks pari passu with or senior to the Series A Preferred Stock shall be subject to the provisions of Section 5.

Section 3. Dividends.  (a) Holders of shares of Series A Preferred Stock shall be entitled to cumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of the assets of the Company legally available therefor, and shall be payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the

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Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible.

For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”).

Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue or be payable in respect of shares initially issued any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Company in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor.  Any shares issued to such Holders shall bear the Stockholder Approval Legend.

(b) Payment of Dividends. The Company may make each dividend payment on the Series A Preferred Stock either (i) in cash (or, if applicable, in the same form as such dividend is paid to holders of Common Stock) or (ii) at the Company’s option, by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid (or, in the case of a non-cash distribution, having an aggregate Liquidation Preference equal to the fair market value of such dividend (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution)). Each fractional share of Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accumulating with respect to each outstanding share of Series A Preferred Stock pursuant to Section 3, and all such dividends with respect to such outstanding fractional shares shall accumulate (whether or not declared) and shall be payable in the same manner and at such times as provided for in Section 3 with respect to dividends on each outstanding share of Series A Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any dividends or payment that may be in arrears.

(c) Payment Restrictions. No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior

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Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all accrued and unpaid dividends shall have been or contemporaneously are declared and paid (in cash or in kind), or are declared and a sum of cash sufficient for the payment thereof is set apart for such payment, on the Series A Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid prorata so that the aggregate amounts of dividends declared per share on, and the amounts of such dividends declared in cash or in kind, as applicable, per share on, the Series A Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Stock bear to each other.

Section 4. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible.

None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph.

In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled.

After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

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Section 5. Voting Rights.

(a) The Holders of shares of Series A Preferred Stock will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 5.

(b) So long as any Series A Preferred Stock is outstanding, in addition to any other vote of stockholders of the Company required under applicable law or the Articles of Incorporation, the affirmative vote or consent of  the Holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class, will be required (i) for any amendment of the Articles of Incorporation if the amendment would alter or change the powers, preferences, privileges or rights of the Holders so as to affect them adversely, (ii) to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Stock or Senior Stock, or (iii) to reclassify any authorized stock of the Company into any Parity Stock or Senior Stock, or any obligation or security convertible into or evidencing a right to purchase any Parity Stock or Senior Stock. No such vote shall be required for the Company to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Junior Stock.

Section 6. Conversion.  

(a) Mandatory Conversion. Effective as of the close of business on the Stockholder Approval Date, with respect to the shares of Series A Preferred Stock of a Holder, such Holder’s shares of Series A Preferred Stock shall automatically, without any action of such Holder, convert into a number of shares of Common Stock equal to the aggregate Liquidation Preference of such shares of Series A Preferred Stock divided by the Conversion Price then in effect (such quotient, the “Conversion Shares”).

(b) In addition, effective as of the close of business on the Stockholder Approval Date, a Holder of Series A Preferred Stock shall be entitled to receive, at the election of the Company, either (i) cash in an amount equal to the then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder or (ii) a number of shares of Common Stock equal to the amount of any then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder divided by the Conversion Price then in effect (such quotient, the “Dividend Shares”).

No Holder may convert shares of Series A Preferred Stock other than pursuant to Section 6(a).

(c) Conversion Procedures.  

(i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f).

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(ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3.

(iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion.

(iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Section 7. Settlement upon Conversion. The Company shall satisfy its obligation to deliver Conversion Shares and, if applicable, Dividend Shares (or such other class or series of securities into which the Series A Preferred Stock is then convertible) upon conversion of Series A Preferred Stock by delivering to each Holder surrendering shares of Series A Preferred Stock for conversion a number of shares of Common Stock (or such other class or series of securities into which the Series A Preferred Stock is then convertible) equal to the number of Conversion Shares and, if applicable, Dividend Shares to which such Holder is entitled pursuant to Section 6 (provided that the Company will deliver cash in lieu of fractional shares), as soon as practicable after the third Trading Day (but in no event later than the fifth Business Day) following the Stockholder Approval Date. In the event the Company elects to pay cash pursuant to Section 6(b)(i), such cash payment shall be made on the same date.

Section 8. Anti-dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments from time to time:

(i) Stock Dividends. In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Conversion Price, as in effect at the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such dividend or other distribution, shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or other distribution pursuant to Section 3.

(ii) Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares

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of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided,  further,  however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

(iii) Stock Splits, Reverse Splits and Combinations. In case outstanding shares of Common Stock shall be subdivided, split or reclassified into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split, reclassification or combination becomes effective.

(iv) Debt, Asset or Security Distributions.

(A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior

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to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(v) Tender Offers. In the case that a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended through the expiration thereof) shall require the payment to stockholders of the Company (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of aggregate consideration having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) per share of Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then, immediately prior to the opening of business on the day after the date of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as amended through the expiration thereof), the Conversion Price shall be reduced by multiplying the Conversion Price immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to the product of (x) the Market Value on the date of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time, and (B) the denominator of which shall be equal to (x) the product of (I) the Market Value on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares validly tendered or exchanged, not withdrawn and accepted for payment on the date of the Expiration Time (such validly tendered or exchanged shares, up to any such maximum, being referred to as the “Purchased Shares”) plus (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders of the Company pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares).

(b) De minimis Adjustments. Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Price then in effect. Any lesser

40

adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall result in an increase or decrease of at least 1.0% of such Conversion Price. No adjustment under this Section 8 shall be made if such adjustment will result in a Conversion Price that is less than the par value of the Common Stock.

(c) Tax-Related Adjustments. The Company may make such reductions in the Conversion Price, in addition to those required by this Section 8, as the Board of Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction in the Conversion Price.

(d) Stockholder Rights Plans. Upon conversion of the Series A Preferred Stock, to the extent that the Holders receive Common Stock, such Holders shall receive, in addition to the shares of Common Stock, the rights issued under any future stockholder rights plan the Company may establish whether or not such rights are separated from the Common Stock prior to conversion. A distribution of rights pursuant to any stockholder rights plan will not result in an adjustment to the Conversion Price pursuant to Section 8(a)(ii) or 7(a)(iv), provided that the Company has provided for the Holders to receive such rights upon conversion.

(e) Notice of Adjustment. Whenever the Conversion Price is adjusted in accordance with this Section 8, the Company shall (i) compute the Conversion Price in accordance with this Section 8 and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to this Section 8 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the Transfer Agent shall provide a written notice to the Holders of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the adjusted Conversion Price.

(f) Reversal of Adjustment. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(g) Exceptions to Adjustment. The applicable Conversion Price shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

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(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

(iv) upon the issuance of any shares of Common Stock or any other security of the Company in connection with acquisitions of assets or securities of another Person, including with respect to any merger or consolidation or similar transaction;

(v) for a change in the par value of the Common Stock; or

(vi) for accrued and unpaid dividends on the Series A Preferred Stock.

Section 9. Recapitalizations, Reclassifications and Changes in the Company’s Stock. In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or any sale or other disposition to another Person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a “Transaction”), upon conversion of its shares of Series A Preferred Stock, a Holder will be entitled to receive the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Transaction, after giving effect to any adjustment event or, in the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Transaction, the weighted average of the forms and amounts of consideration received by the holders of the Common Stock. In the event that at any time, as a result of an adjustment made pursuant to this Certificate of Designations, the Holders shall become entitled upon conversion to any securities other than, or in addition to, shares of Common Stock, thereafter the number or amount of such other securities so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock set forth in this Certificate of Designations.

Section 10. Consolidation, Merger and Sale of Assets.

(a) The Company, without the consent of the Holders, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Company (any of the foregoing, “Reorganization”); provided,  however, that the shares of Series A Preferred Stock will become the kind and amount of securities of such successor, transferee or lessee, cash and other property receivable by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Reorganization, having in respect of such successor, transferee or lessee the same power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon.

(b) Upon any consolidation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Company as described in Section 10(a), the successor resulting from such consolidation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the shares of Series A Preferred Stock, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Series A Preferred Stock.

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Section 11. Notices.

(a) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders by issuing a press release, rather than directly to Holders, the Company shall do so in a public medium that is customary for such press release.  In such cases, publication of a press release through GlobeNewswire, Inc. shall be considered sufficient to comply with such notice obligation.

(b) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders without specifying the method of giving such notice, the Company shall do so by sending notice via first class mail or by overnight courier to the Holders of record as of a reasonably current date.

Section 12. Transfer of Securities.

(a) The shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”) have not been registered under the Securities Act or any other applicable securities laws and may not be offered or sold except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from registration under the Securities Act and any other applicable securities laws, or in a transaction not subject to such laws. The Common Stock issuable upon conversion of the Series A Preferred Stock will have the benefit of certain registration rights under the Securities Act pursuant to the Registration Rights Agreement entered into by the Company and the Holders on [__________], 2016, a copy of which may be obtained from the Company by writing to it at Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor, New York, NY 10171, Attention: Secretary.

(b) Shares of Common Stock issued upon a conversion of the shares of Series A Preferred Stock bearing the Restricted Stock Legend, prior to the first anniversary of the Issue Date, shall bear a restricted common stock legend that corresponds to the Restricted Stock Legend (the “Restricted Common Stock Legend”).

Section 13. Certain Tax Matters. The Company shall be entitled to deduct and withhold from any payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration deliverable to a Holder of a share of Series A Preferred Stock, any amounts required to be deducted or withheld under applicable U.S. federal, state, local or foreign tax laws with respect to such payment or issuance. In the event the Company paid withholding taxes to a governmental authority in respect of any amount treated as a distribution on a share of Series A Preferred Stock, the Company shall be entitled to deduct any such taxes from any subsequent payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration otherwise deliverable to a Holder of a share of Series A Preferred Stock.

Section 14. Definitions.  

(a)  “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person,

(b) “Board of Directors” has the meaning set forth in the first paragraph of this Certificate of Designations.

(c) “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Transfer Agent.

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(d) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in the City of New York are authorized or required by law or executive order to close.

(e) “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

(f) The “Closing Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market. In the absence of such a quotation, the Closing Sale Price of the Common Stock will be an amount determined in good faith by the Board of Directors to be the fair market value of such Common Stock, and such determination shall be conclusive.

(g) “Common Stock” has the meaning set forth in Section 2.

(h) “Company” has the meaning set forth in the first paragraph of this Certificate of Designations.

(i) “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(j) “Conversion Price” shall initially equal $4.85 per share of Common Stock, and shall be subject to adjustment as set forth in Section 8.

(k) “Conversion Shares” has the meaning set forth in Section 6(a).

(l) “Dividend Payment Date” has the meaning set forth in Section 3(a).

(m) “Dividend Record Date” has the meaning set forth in Section 3(b).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Expiration Time” has the meaning set forth in Section 8(a)(v).

(p) “Holder”  means the Person in whose name a share of Series A Preferred Stock is registered.

(q) “including” means “including, without limitation”.

(r) “Initial Public Offering” means, in the event of a Spin-off, the first time securities of the same class or type as the securities being distributed in the Spin-off are bona fide offered to the public for cash.

(s) “Issue Date” has the meaning set forth in Section 2.

(t) “Junior Stock” has the meaning set forth in Section 2.

(u) “Liquidation Preference” has the meaning set forth in Section  1.

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(v) “Market Value” means, with respect to any date of determination, the average Closing Sale Price of the Common Stock for a five consecutive Trading Day period preceding the earlier of (i) the day preceding the date of determination and (ii) the day before the “ex date” with respect to the issuance or distribution requiring such computation. For purposes of this definition, the term “ex date” when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market, without the right to receive the issuance or distribution.

(w) “Meeting End Date” shall mean seventy-five days after the Issue Date.

(x) “Officer” means the President, Chief Executive Officer, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company.

(y) “Officer’s Certificate” means a certificate signed by two Officers.

(z) “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Company.

(aa) “Parity Stock” has the meaning set forth in Section 2.

(bb) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

(cc) “Purchased Shares” has the meaning set forth in Section 8(a)(v).

(dd) “Registration Rights Agreement” means the Registration Rights Agreement, dated as of [_________], 2016, by and among, the Company and the Purchasers (as defined therein) set forth on the signature page thereto.

(ee) “Reorganization” has the meaning set forth in Section 10(a).

(ff) “Restricted Common Stock Legend” has the meaning set forth in Section 12(b).

(gg) “Restricted Stock Legend” means a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(hh) “Securities” has the meaning set forth in Section 12(a).

(ii) “Securities Act” means the Securities Act of 1933, as amended.

(jj) “Senior Stock” has the meaning set forth in Section 2.

(kk) “Series A Preferred Stock” has the meaning set forth in Section 1.

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(ll) “Spin-off” means a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company.

(mm) “Stockholder Approval” means the stockholder approval of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.

(nn) “Stockholder Approval Date” means the date on which the Stockholder Approval is obtained.

(oo) “Stockholder Approval Legend” means a legend to the following effect: 

THE SHAREHOLDER TO WHOM THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IS CONTRACTUALLY OBLIGATED TO VOTE IN IN FAVOR OF ANY PROPOSAL MADE AT A MEETING OF STOCKHOLDERS OF THE COMPANY IN ORDER TO EFFECT THE STOCKHOLDER APPROVAL AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PREFERRED STOCK OF GENCO SHIPPING & TRADING LIMITED.  NO DIVIDENDS SHALL ACCRUE OR BE PAYABLE IN RESPECT OF SUCH SHARES IF THE SHAREHOLDER FAILS SO TO VOTE IN FAVOR.

(pp) “Subsidiary” of any Person means any other Person (i) more than 50% of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such other Person are, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists, or (ii) which does not have outstanding shares or securities with such right to vote, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest representing the right to make the decisions for such other Person is, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists.

(qq) “Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange.

(rr) “Transaction” has the meaning set forth in Section 9.

(ss) “Transfer Agent” means Computershare Trust Company, N.A. unless and until a successor is selected by the Company, and then such successor.

(tt) “Triggering Event” means a specified event the occurrence of which entitles the holders of rights, options or warrants to exercise such rights, options or warrants.

Section 15. Miscellaneous.  

(a) The Liquidation Preference and any dividend rate set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series A Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (and such determination shall be conclusive).

(b) For the purposes of Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

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(c) If the Company shall take any action affecting the Common Stock, other than any action described in Section 8, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders, then the Conversion Price for the Series A Preferred Stock may be adjusted, to the extent permitted by law, in such manner, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(d) The Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock for the purpose of effecting conversion of the Series A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series A Preferred Stock not theretofore converted. For purposes of this Section 15(d), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(e) Any shares of Common Stock issued upon conversion of the Series A Preferred Stock shall be duly and validly issued and fully paid and nonassessable, free from preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof, except for transfer restrictions imposed by applicable securities laws and the Registration Rights Agreement.

(f) The Company shall pay all transfer, stamp and other similar taxes due with respect to the issuance or delivery of shares of Common Stock or other securities or property upon conversion of the Series A Preferred Stock; provided,  however, that the Company shall not be required to pay any tax that may be payable with respect to any transfer involved in the issuance or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of the Series A Preferred Stock to be converted, and the Holder shall be responsible for any such tax.

(g) The Series A Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Company.

(h) The Series A Preferred Stock shall not be subject to redemption.

(i) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(j) Series A Preferred Stock may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of Holders of Series A Preferred Stock.

(k) Subject to applicable escheat laws, any monies set aside by the Company in respect of any payment with respect to shares of the Series A Preferred Stock, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Company, after which reversion the Holders of such shares shall look only to the general funds of the Company for the payment thereof. Any interest accumulated on funds so deposited shall be paid to the Company from time to time.

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(l) Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designations or the Articles of Incorporation.

(m) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(n) If any of the voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

(o) Shares of Series A Preferred Stock that (i) have not been issued on or before the Issue Date or (ii) have been issued and reacquired in any manner, including shares of Series A Preferred Stock purchased or converted, shall (upon compliance with any applicable provisions of Business Corporations Act of the Republic of the Marshall Islands) have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company; provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.

(p) If any of the Series A Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Company and the Transfer Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed this _____ day of ________, 2016.

John C. Wobensmith

President and Secretary

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EX-10.19

Exhibit 10.19

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“Agreement”) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Recitals

A.        The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

B.        The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, the Basic Shares (as defined below) and the Backstop Shares (as defined herein) (the Basic Shares and the Backstop Shares, collectively, the “Shares” and each, a “Share”) of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), such Series A Preferred Stock to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designations set forth as Exhibit A attached hereto (the “Certificate of Designations”) and to be convertible into an aggregate of up to 10,000,000 shares (subject to adjustment) (such shares together with shares into which the Commitment Fee (as defined below) may be converted, the “Conversion Shares”) of the Company’s Common Stock, par value $0.01 per share (together with any securities into which such shares may be reclassified, whether by merger, charter amendment or otherwise, to the extent the Shares, in connection with any such reclassification, become convertible into such securities pursuant to the Certificate of Designations, the “Common Stock”), at a conversion price of $4.85 per Share (subject to adjustment), at a purchase price of $4.85 per Share (the “Per Share Price”), for an aggregate purchase price of up to $48,500,000 (the “Purchase Price”); and

C.        Contemporaneous with the execution and delivery of this Agreement, the Company is entering into a purchase agreement  with each of the Other Existing Investors (as defined below) on substantially the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock to be purchased by such Other Existing Investor) providing for the purchase of shares of  Series A Preferred Stock for an aggregate purchase price (taken together with the Purchase Price) of up to One Hundred Twenty Five Million Dollars ($125,000,000) (each an “Other Purchase Agreement”); and

D.        Contemporaneous with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws on substantially the same terms and conditions as set forth in that certain Registration Rights Agreement by and among the Company and certain of its shareholders dated as of July 9, 2014 (the “Prior Registration Rights Agreement”).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions.  In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Additional Private Placement” has the meaning set forth in Section 7.11.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person.

“Agents” means, collectively, Jefferies LLC (“Jefferies”),  DNB Markets ASA and Evercore Group LLC.

“Backstop Commitment” means, with respect to any Investor, the backstop subscription amount set forth opposite such Investor’s name on Schedule 1 hereto, as adjusted pursuant to Section 3.3.

“Backstop Shares” has the meaning set forth in Section 2.

“Basic Shares” has the meaning set forth in Section 2.

“Basic Subscription Amount” has the meaning set forth in Section 2.

“Business Day” means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors’ obligations to pay the Subscription Amount, and (ii) the Company’s obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived.

“Commitment Fee” shall mean 500,000 shares of Series A Preferred Stock.

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company’s Knowledge” means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo.

“Confidential Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

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“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Debt Commitment Letter” means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C.

“Deemed Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same.

“Effective Date” means the date on which the initial Registration Statement is declared effective by the SEC.

“Effectiveness Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement.

“Fundamental Representations” means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30.

“Hayfin Facility Agreement” means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent.

“Hayfin Term Sheet” means the term sheet dated June 29, 2016 in respect of the proposed

amendment of the Hayfin Facility Agreement.

“Insider” means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof.

“Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

“Material Adverse Effect” means a material adverse effect on (x) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company and its Subsidiaries taken as a whole, or (y) the ability of the Company to perform its obligations under the Transaction

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Documents, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement or any other Transaction Document, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement or any other Transaction Document.

“Material Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“NYSE” means the New York Stock Exchange.

“Other Existing Investors” means funds and/or related entities managed by Affiliates of Centerbridge Partners, L.P., and funds managed by Affiliates of Apollo Global Management, LLC  that are shareholders of the Company as of the date of this Agreement.

“Per Share Price” has the meaning set forth in the Recitals.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Proposal” has the meaning set forth in Section 7.9.

“Registrar of Corporations” shall mean the Registrar of Corporations of the Republic of the Marshall Islands.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“SEC Filings” has the meaning set forth in Section 4.6.

“Securities” means the Shares, the Conversion Shares, and the Commitment Fee.

“Shares” has the meaning set forth in the Recitals.

“Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Stockholders Meeting Deadline”  has the meaning set forth in Section 7.9(a).

“Subsequent Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its

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Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement, the Certificate of Designations, and the Registration Rights Agreement.

“Transfer Agent” means Computershare, Inc.

“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2.         Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, (i) that number of basic shares of Series A Preferred Stock set forth opposite such Investor’s name on Schedule 1 (the “Basic Shares”) in exchange for the portion of the Purchase Price equal to the basic share subscription amount set forth opposite such Investor’s name on Schedule 1 (such Investor’s “Basic Subscription Amount”) and, if applicable, (ii) that number of shares of Series A Preferred Stock equal to such Investor’s Backstop Commitment divided by the Per Share Price (the “Backstop Shares”), in exchange for the portion of the Purchase Price equal to such Investor’s Backstop Commitment (such Investor’s Backstop Commitment, together with such Investor’s Basic Subscription Amount, such Investor’s “Subscription Amount”).

3.         Closing.

3.1        Closing.  The Closing of the purchase and sale of the Shares (the  “Closing”) shall take place at the offices of Kramer Levin Naftalis & Frankel LLP on the third Business Day following the satisfaction or waiver of the conditions to closing specified herein (other than those conditions which will be satisfied at the Closing), or at such other location and on such other date as the Company and the Investors shall mutually agree.  The Company shall deliver a notice of the Closing Date to each Investor at least three (3) Business Days prior to the Closing Date.  On the Closing Date, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Company, in an amount representing such Investor’s Subscription Amount, and the Company shall file the Certificate of Designations with the Registrar of Corporations.  Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors.  In addition, in consideration of each Investor providing its Backstop Commitment hereunder, such Investor shall be entitled to receive at the Closing, its pro rata portion of the Commitment Fee.

3.2        [Intentionally omitted].

3.3        Certain Adjustments.  Any sales of Series A Preferred Stock in the Additional Private Placement (which, for the avoidance of doubt, does not include the sale of Series A Preferred Stock pursuant to this Agreement or the Other Purchase Agreements) will reduce each outstanding unexercised Backstop Commitment by multiplying such Backstop Commitment by a fraction, the numerator of which is equal to $38,600,000 less the aggregate proceeds from the Additional Private Placement and the denominator of which is equal to $38,600,000, provided that no Backstop Commitment shall be reduced below zero.

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4.         Representations and Warranties of the Company.  The Company hereby represents and warrants to the Investors that, except as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):

4.1        Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to be in good standing or so qualified has not had and would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 4.1 hereto, each of the Company and its Subsidiaries is not the subject of any judicial composition proceeding, bankruptcy proceeding or any similar process or of any judgment or dissolution. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.

4.2        Authorization.  The Company has all corporate power and authority and, except for the filing of the Certificate of Designations with the Registrar of Corporations and the approval of the Proposal at the Stockholders Meeting or any Subsequent Stockholders Meeting, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities.  The Transaction Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

4.3        Capitalization.  The capitalization of the Company as of the date hereof is as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2016 (the “Q2 2016 10-Q”). The Company has not issued any capital stock since its most recently filed periodic report under the 1934 Act except as may be issuable upon the exercise of outstanding warrants, the settlement of outstanding restricted stock units disclosed in the SEC Filings, or future awards under the Company’s 2015 Equity Incentive Plan.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any transaction pertaining to the Company’s capital stock. Except as set forth in the SEC Filings or future awards under the 2015 Equity Incentive Plan, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary of the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares

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was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities except as described in Section 7.9 hereof. Except as set forth in the SEC Filings, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge as of the date hereof, between or among any of the Company’s stockholders. Other than the rights being granted to the Investors or the Other Existing Investors pursuant to the Registration Rights Agreement, to participants in the Additional Private Placement, or as set forth in the SEC Filings, no person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company.

4.4        Valid Issuance.  Upon the filing of the Certificate of Designations with the Registrar of Corporations, the Shares and the Commitment Fee will have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.  Upon the due conversion of the Shares, the Conversion Shares and the Commitment Fee will be validly issued, fully paid and nonassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws (other than those created by the Investors).  The Company has reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Shares and the Commitment Fee.

4.5        Consents.  Except for the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance by the Company of the Transaction Documents, approval of the Proposal by the Company’s shareholders, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made (or shall have been made prior to Closing) pursuant to applicable state securities laws and NYSE listing requirements and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods and approval of the Proposal at the Stockholders Meeting.

4.6        Delivery of SEC Filings; Business.  The Company has made available to the Investors through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings”).  The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period.

4.7        Use of Proceeds.  The net proceeds of the sale of the Shares hereunder shall be used by the Company for debt repayment, working capital and general corporate purposes.

4.8        Absence of Certain Events.  Since the date of the latest audited financial statements included within the SEC Filings, except as specifically disclosed in the SEC Filings prior to the date hereof or on Schedule 4.8, (i) the Company has not altered its method of accounting, (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the Company’s equity incentive plans, and (iii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Company’s existing equity incentive plans. As of the

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date hereof, the Company does not have pending before the SEC any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its business, properties, operations, financial condition or prospects that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed.

4.9       SEC Filings.

(a)        At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)        Each registration statement and any amendment thereto filed by the Company during the two years preceding the date hereof pursuant to the 1933 Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.10      No Conflict, Breach, Violation or Default.  Subject to the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Second Amended and Restated Articles of Incorporation, as amended, or the Company’s Amended and Restated Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary of the Company or any of their respective assets or properties, except, with respect to subclause (i)(b), as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.11      Tax Matters.  The Company and each Subsidiary of the Company has timely prepared and filed (or timely filed for an extension for) all tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are

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adequate in all material respects, and there are no material unpaid assessments against the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.  All taxes and other assessments and levies that the Company or any of its Subsidiaries is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or property.  Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity.

4.12      Title to Properties.  Except as disclosed in the SEC Filings or Schedule 4.12, the Company and each of its Subsidiaries has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Filings, the Company and each of its Subsidiaries holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

4.13      Registry of and Title to Vessels; Good Standing.  Each of the Company’s vessels is owned directly by the Company or one its Subsidiaries, has been duly registered as a vessel under the laws and regulations and flag of its jurisdiction in the sole ownership of the Company or such Subsidiary, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; the Company or each such Subsidiary, as applicable, has good title to the applicable vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record other than as disclosed in Schedule 4.13, and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.14      Compliance with Maritime Guidelines.  Except with respect to vessels described in Schedule 4.14, each of the Company’s vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all environmental laws), except where such failure to be in compliance would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.15      Classification.  Except with respect to vessels described in Schedule 4.15, each vessel is classed by a classification society which is a full member of the International Association of Classification Societies and is in class with valid class and trading certificates, without any overdue

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recommendations, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.16      Certificates, Authorities and Permits.  The Company and each of its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where such failure has not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any such Subsidiary, would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  Neither the Company nor any of its Subsidiaries have been in violation or breach of, or default under, any such certificate, authority or permit except where such violation, breach or failure would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.17      Labor Matters.  No material labor dispute exists or, to the Company’s Knowledge, has been threatened with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect. To the Company’s Knowledge, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

4.18      Intellectual Property.  The Company and its Subsidiaries own, possess, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Filings to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect.  Except as set forth in the SEC Filings, as of the date hereof, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or Subsidiaries’ rights in or to any such Intellectual Property, or alleging that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim, in each case except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. 

4.19      Environmental Matters.  Neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any

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Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

4.20      Litigation.  Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are, to the Company’s Knowledge, threatened or contemplated by any governmental or regulatory authority or threatened by others.

4.21      Financial Statements.  The financial statements included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, except for normal year-end audit adjustments and as otherwise as permitted by Form 10-Q under the 1934 Act).  Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.21, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.22      Insurance Coverage.  The Company and each of its Subsidiaries maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each such Subsidiary.

4.23      Compliance with Law.  The Company and each of its Subsidiaries are in compliance, and since January 1, 2013, have been in compliance, in all material respects, with all U.S. federal, state, local and foreign laws and regulations applicable to them or the operation of their respective business or by which their assets are bound or affected, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  None of the Company or any of its Subsidiaries have received any written notice of any material violation of any U.S. federal, state, local and foreign laws and regulations applicable to them or the operations of their respective businesses or by which their assets are bound or affected at any time since January 1, 2013, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.24      Compliance with NYSE Continued Listing Requirements.  Except as described in the SEC Filings or as a result of this Agreement and the transactions contemplated hereby:  (i) the Company is in compliance with applicable NYSE continued listing requirements, and (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on the NYSE and the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from the NYSE.

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4.25      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule 4.25.

4.26      No Directed Selling Efforts or General Solicitation.  Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

4.27      No Integrated Offering.  Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.

4.28      Rule 506 Compliance.  To the Company’s Knowledge, neither the Company nor any Insider is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act.  The Company is not disqualified from relying on Rule 506 of Regulation D under the 1933 Act (“Rule 506”) for any of the reasons stated in Rule 506(d) in connection with the issuance and sale of the Securities to the Investors pursuant to this Agreement.  The Company has exercised reasonable care to determine whether any such disqualification under Rule 506(d) exists.

4.29      Private Placement.  Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4.30      Material Contracts.  As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Material Contract that has not been filed.  Except as would not have a Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or any of its Subsidiaries, as the case may be, and, to the Company’s Knowledge, of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles; (ii) each Material Contract is in full force and effect; (iii) neither the Company nor any of its Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder except as is subject to a waiver described in the SEC Filings; (iv) neither the Company nor any of its Subsidiaries has received written notice of any breach or default of any Material Contract other than as may be set forth in any waiver described in the SEC Filings, and (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract that such other party intends to terminate, not renew, or renegotiate the terms of any such Material Contract.  Except as set forth in Schedule 4.30, no event has occurred (with or without notice or lapse of time, or both) and is continuing that would constitute a breach or default, or permit termination, modification, or acceleration under any credit facility or debt instrument, to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, and to the Company’s Knowledge there exists no event or circumstance that would reasonably be expected to give rise to any such breach, default, termination, modification, or acceleration, except as is subject to a waiver described in the SEC Filings.

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4.31      Transactions with Affiliates.  Except as disclosed in the SEC Filings or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any material transaction with the Company or any of its Subsidiaries (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any material contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.32      Internal Controls.  The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability.  The Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. 

4.33      Investment Company.  The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.34      Other Existing Investors.  Contemporaneous with the execution and delivery of this Agreement, the Company is entering into the Other Purchase Agreements on the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock  purchased), and the Company has delivered to the Investors true and complete copies of the Other Purchase Agreements.

5.         Representations and Warranties of the Investors.  Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

5.1        Organization and Existence.  Such Investor, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority.

5.2        Authorization; No Conflicts.  The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational

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documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to such Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

5.3        Purchase Entirely for Own Account.  The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Actwithout prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.  Neither such Investor nor any Affiliate of such Investors is a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

5.4        Investment Experience.  Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

5.5        Disclosure of Information.  Such Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto, including Schedule 5.5) and the SEC Filings and the risk factors set forth therein.  Such Investor and its advisors, if any, has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. Such Investor and its advisors, if any, have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions contemplated by this Agreement.

5.6        No Governmental Review.  Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

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5.7        Restricted Securities.  Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

5.8        Legends.  It is understood that, except as provided below, certificates or other instruments evidencing the Securities may bear the following or any similar legend:

(a)      “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”

(b)      If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

5.9        Accredited Investor / Qualified Purchaser.  Such Investor is, and on the date the Conversion Shares are issued upon conversion of the Shares such Investor will be, an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

5.10      No General Solicitation.  Such Investor did not learn of the investment in the Securities as a result of any general solicitation or general advertising.

5.11      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

5.12      Prohibited Transactions.  Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.  Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of

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the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

5.13      Affiliate Involvement in Offering; Trading Price.  Such Investor acknowledges that it is aware of the following: (i) that one or more Persons that may be deemed Affiliates of the Company are purchasing Securities; (ii) that such purchase by such Persons should not be taken as an indication of their views regarding the prospects of the Company nor should such Investor infer from their participation that they possess non-public information suggesting favorable prospects for the Company; and (iii) the Company’s stock is thinly traded, and accordingly the trading price of the Company’s stock may not accurately reflect the current value of the Company.

5.14      Rule 506 Compliance.  Neither such Investor nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification Event (as defined above), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the 1933 Act and disclosed in writing in reasonable detail to the Company.

5.15      The Agents.  Such Investor understands that each Agent has acted solely as an agent of the Company in the placement of the Securities, and that none of the Agents makes any representation or warranty with regard to the merits of this transaction or as to the accuracy of any information such Investor may have received in connection therewith.  Such Investor acknowledges that it has not relied on any information or advice furnished by or on behalf of the Agent.

5.16      Sufficient Funds.  Each Investor has sufficient cash on hand or undrawn capital commitments to pay the Purchase Price and otherwise satisfy its obligations in connection with this Agreement and the transactions contemplated hereby.

6.         Conditions to Closing.

6.1        Conditions to the Investors’ Obligations.  The obligation of each Investor to purchase the Shares at the Closing is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a)        The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date.  The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to “materiality” or “Material Adverse Effect" shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.  The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

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(b)        The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents on the Closing Date, all of which shall be in full force and effect.

(c)        The Company shall have executed and delivered the Registration Rights Agreement.

(d)        The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors.

(e)        The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors.

(f)        No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(g)       The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 6.1.

(h)        The Investors shall have received an opinion from each of Kramer Levin Naftalis & Frankel LLP and Reeder & Simpson, P.C., dated as of the Closing Date, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

(i)         No stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

(j)         The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amount in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(k)        The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter.

(l)         The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

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(m)       The Other Purchase Agreements shall have substantially identical terms to the terms of this Agreement, excluding the Subscription Amount and related terms.  For the avoidance of doubt, the terms of such Other Purchase Agreements and the securities issued pursuant thereto shall not be more favorable than the terms provided to the Investors under this Agreement and the Series A Preferred Stock and the Common Stock received pursuant hereto.

(n)        The Additional Private Placement, if consummated, shall not have been on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

6.2        Conditions to Obligations of the Company.  The Company’s obligation to sell and issue the Shares at the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a)        The representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects as of the Closing Date.  The Investment Representations shall be true and correct in all respects as of the Closing Date.  The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

(b)        The Investors shall have executed and delivered the Registration Rights Agreement.

(c)        No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(d)        The Company shall have received, or shall receive substantially simultaneously with the funding of the Investors’ Subscription Amount, an aggregate of not less than $125 million (inclusive of the Investors’ Subscription Amount) in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(e)        The Refinancing (as defined in the Debt Commitment Letter) shall have occurred, or shall occur substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Debt Commitment Letter and otherwise in form and substance reasonably satisfactory to the Company.

(f)        The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Hayfin Term Sheet and otherwise in form and substance reasonably satisfactory to the Company.

(g)       The Investors shall have delivered an officer’s certificate, executed on behalf of each Investor by its Chief Executive Officer or its Chief Financial Officer or person performing similar functions, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsection (a) of this Section 6.2.

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6.3       Termination of Obligations to Effect Closing; Effects.

(a)       The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i)        Upon the mutual written consent of the Company and the Investors;

(ii)       By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

(iii)      By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

(iv)      By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016;

provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b)       In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors.  Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

7.         Covenants and Agreements.

7.1        Operation in the Ordinary Course.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall, and shall cause each of its Subsidiaries, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business and (c) use its reasonable best efforts to (i) preserve intact its material assets, properties, contracts or other legally binding understandings, licenses and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of

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Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or in the ordinary course of business (other than as contemplated by the Debt Commitment Letter), (c) issue, sell or otherwise dispose any equity securities of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers of the Company or enter into any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC without the approval of the Company’s Board of Directors of a committee thereof comprised solely of independent directors or (e) effect any Deemed Liquidation Event.

7.2        Reservation of Common Stock.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the conversion of the Shares and the Commitment Fee, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the conversion of the Shares and the Commitment Fee issued pursuant to this Agreement in accordance with their respective terms.

7.3        [Intentionally omitted].

7.4        No Conflicting Agreements.  The Company will not take any action, enter into any agreement or make any commitment that would conflict in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

7.5        Listing of Underlying Shares and Related Matters.  The Company shall take commercially reasonable efforts to cause the Conversion Shares to be approved for listing or trading on the NYSE or such other exchange or market where the Common Stock is trading or expected to trade no later than ninety (90) days after the Closing Date.  Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Conversion Shares and will take such other action as is necessary to cause such Common Stock to be so listed.

7.6        [Intentionally omitted].

7.7        Subsequent Equity Sales.

(a)        From the date hereof until the date of conversion of the Shares, without the consent of the Investors, neither the Company nor any of its Subsidiaries shall issue shares of preferred stock, Common Stock or Common Stock Equivalents.  Notwithstanding the foregoing, the provisions of this Section 7.7(a) shall not apply to (i) the issuance of the Securities, (ii) the issuance of Series A Preferred Stock pursuant to the Other Purchase Agreements and in the Additional Private Placement or any Common Stock issuable upon the conversion thereof, (iii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, settlement or exercise of any securities of the Company or any of

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its Subsidiaries outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof, (iv) the issuance of Common Stock or Common Stock Equivalents in connection with the acquisition by the Company of all or substantially all of the assets or equity interests of another business entity in a transaction approved by the Board of Directors of the Company, (v) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan in place as of the date hereof or approved by the Company’s stockholders or (vi) the issuance of any Common Stock or Common Stock Equivalents in a transaction or series of related transactions, for the primary purpose of raising capital, approved by the Board of Directors of the Company and consented to by the Investors not participating in such transaction or transactions who beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) a majority of the Shares issued pursuant hereto (excluding the Shares held by any Investors participating in such transaction or transactions).  For the avoidance of doubt, any sale and issuance of Series A Preferred Stock to purchasers in the Additional Private Placement shall not be on terms, including the price paid for such Series A Preferred Stock, more favorable to any such purchaser than the terms provided to the Investors under this Agreement.

(b)        The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

7.8        Equal Treatment of Investors.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Documents, and no consideration shall be offered or paid to any Other Existing Investor to amend or consent to a waiver or modification of any provision of the purchase agreements entered into simultaneously with this Agreement (or the other transaction documents contemplated thereby) unless the same consideration is also offered to the Investors.  For clarification purposes, this provision constitutes a separate right granted to each Investor and each Other Existing Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors and the Other Existing Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with the Other Existing Investors with respect to the purchase, disposition or voting of Securities or otherwise.

7.9        Proxy Statement; Stockholders Meeting.  

(a)        Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than sixty (60) days following the Closing Date (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock issued pursuant to this Agreement or the other Purchase Agreements or in the Additional Private Placement  (the “Proposal”) and the increase of the size of the Company’s Board of Directors from eight (8) members to nine (9) members (the “Board Increase”). In the event the Proposal or the Board Increase is not approved by the Company’s

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stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal or the Board Increase as applicable, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will prepare and file with the SEC proxy materials pursuant to and in compliance with Section 14(a) of the 1934 Act (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and responding to any comments of the SEC thereon, shall mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in each proxy statement.

(b)        Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Directors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Proposal and the Board Increase (each a “Company Board Recommendation”) at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, unless the Board of Directors shall have modified, amended or withdrawn such Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw either Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining such Company Board Recommendation would be inconsistent with its fiduciary duty to the Company’s stockholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws either Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with the Marshall Islands Business Corporations Act and the provisions of its Second Amended and Restated Articles of Incorporation, as amended, or its Amended and Restated Bylaws, (i) take all action reasonably necessary to convene the Stockholders Meeting and, if necessary, each Subsequent Stockholders Meeting as promptly as practicable, but no later than the Stockholders Meeting Deadline with respect to the Stockholders Meeting and as soon as practicable with respect to each Subsequent Stockholders Meeting, to consider and vote upon the approval of the Proposal and the Board Increase and (ii) submit the Proposal and the Board Increase at the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting to the stockholders of the Company for their approval.

(c)        From the date hereof until termination of this Agreement pursuant to Section 6.3 hereof (the “Term”), at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, each Investor and its Affiliates owning any shares of Common Stock shall (A) appear at such meeting or otherwise cause all shares of Common Stock held by it to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted) all shares of Common Stock held by it in favor of the Proposal and such other matters as may be necessary or advisable to consummate the transactions contemplated by the Purchase Agreement; provided that no Investor or its Affiliates shall be under any obligation hereunder with respect to any vote regarding the Board Increase.  During the term of this Agreement, no such Investor or its Affiliates shall transfer any shares of Common Stock prior to shareholder approval of the Proposal unless the transferee has agreed for the benefit of the Company to be bound by the provisions of this Section 7.9(c).

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7.10      [Intentionally omitted].

7.11      Additional Private Placement.  Following the entry by the parties into this Agreement, the Company shall conduct a private placement of the Series A Preferred Stock (the “Additional Private Placement”), and will use commercially reasonable efforts to obtain binding commitments from third parties for the purchase of not more than Thirty Eight Million Six Hundred  Thousand Dollars ($38,600,000) in Series A Preferred Stock in such private placement; provided that such Additional Private Placement shall not be on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

7.12      Investor Director.

(a)        From and after the Closing until the conversion of the Shares, and thereafter and until the Investors no longer beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) at least 12.5% of the total outstanding Common Stock at any time (the “Nomination Right Termination”), at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board of Directors, the Company (subject to applicable law, including any fiduciary duties of the Board of Directors) shall nominate and use its commercially reasonable efforts (which shall include inserting in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board of Directors that stockholders of the Company vote in favor of each Investor Designee (defined below)) to cause the election to the Board of Directors of a slate of directors that includes one (1) individual designated in writing by the Investors for nomination for election or for appointment to the Board of Directors and approved by the Board of Directors or any responsible committee thereof (which approval shall not be unreasonably withheld) (any such individual being an “Investor Designee”); except that if the Investors beneficially own at least 25% of the total outstanding Common Stock and the size of the Board has been increased to nine (9) members, the number of Investor Designees that the Investors shall be entitled to designate shall be two (2).  To the extent that the Company’s Board of Directors or any responsible committee thereof views it as necessary or desirable that any second Investor Designee of the Investors be independent under the applicable rules of any exchange on which the Company’s capital stock is listed or for regulatory compliance purposes, the Investors shall comply with the request of the Company to designate a second Investor Designee that would be independent under such rules or regulations or, if such second Investor Designee has already been elected or appointed to the Company’s Board of Directors (an “Investor Director”), shall secure the resignation of such Investor Director and designate an Investor Designee who would be independent under such rules or regulations. 

(b)        The Investors shall notify the Company of the identity of any proposed Investor Designee, in writing, at or before the time such information is reasonably requested by the Board of Directors or any responsible committee thereof for inclusion in a proxy statement for a meeting of stockholders, and shall promptly furnish in writing all information about the Investors and such proposed Investor Designee as shall be reasonably requested by the Board of Directors or any responsible committee thereof (including, at a minimum, any information regarding such proposed Investor Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board of Directors).

(c)        Until the Nomination Right Termination and subject to Sections 7.11(a) and (b), in the event of (i) the death, disability, removal or resignation of an Investor Director, the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint as a replacement Investor Director the Investor Designee designated by the Investors to

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fill the resulting vacancy, or (ii) the failure of an Investor Designee to be elected to the Board of Directors at any annual or special meeting of the stockholders of the Company at which such Investor Designee stood for election but was nevertheless not elected (such Investor Designee, an “Investor Specified Designee”), the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint another Investor Designee designated by the Investors to serve in lieu of such Investor Specified Designee as an Investor Director during the term that such Investor Specified Designee would have served had such Investor Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed an Investor Director for all purposes hereunder.

(d)        The Company shall at all times provide each Investor Director (in his or her capacity as a member of the Board of Directors) with the same rights to indemnification and exculpation that it provides to the other members of the Board of Directors.  The Company acknowledges and agrees that any such obligations to indemnify or advance expenses to each Investor Director, in his or her capacity as such, for the matters covered by such obligations, shall be the primary source of indemnification and advancement of such Investor Director in connection therewith, and any obligation on the part of any Investor under any indemnification agreement to indemnify or advance expenses to such Investor Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Investor Director may collect as indemnification or advancement from the Company.  In the event that the Company fails to indemnify or advance expenses to such Investor Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor makes any payment to such Investor Director in respect of indemnification or advancement of expenses on account of such Unpaid Indemnitee Amounts, such Investor shall be subrogated to the rights of such Investor Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

(e)        The initial Investor Director shall be Peter Kirchof.

8.         Survival and Indemnification.

8.1        Survival.  The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

8.2        Indemnification.  The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents.

8.3        Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the

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indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided,  further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.  No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation and, in the event an indemnified party controls the defense of any claim under this Section 8.3, such indemnified party may not settle such claim without the Company’s prior written consent, which will not be unreasonably withheld.

9.         Miscellaneous.

9.1        Successors and Assigns.  This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a transaction complying with applicable securities laws without the prior written consent of the Company or the other Investors.  The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.  Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares” shall be deemed to refer to the securities received by the Investors in connection with such transaction.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2        Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

9.3        Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.4        Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if

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given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier.  All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Attention: John C. Wobensmith

Fax: (646) 443-8551

With a copy to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Thomas E. Molner

Fax: (212) 715-8000

If to the Investors:

to the addresses set forth on Schedule 1 hereto.

9.5        Expenses.  The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the Investors for their reasonable and documented legal fees and related costs in connection with the transactions contemplated hereby up to a maximum of $50,000 within a reasonable time following the Closing.

9.6        Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

9.7        Publicity.  Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior written consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent

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reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance.

9.8        Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

9.9        Entire Agreement.  This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

9.10      Further Assurances.  The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

9.11      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.  Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

9.12     Independent Nature of Investors’ Obligations and Rights.  The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document.  The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor.  Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such

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Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents.  Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.  The Company acknowledges that each of the Investors and the Other Existing Investors has been provided with the same transaction documents for the purpose of closing a transaction with multiple Persons and not because it was required or requested to do so by any Person.

9.13     Reliance by and Exculpation of Agents. 

(a)        Each Investor agrees and acknowledges that (i) none of the Agents has made, or will make, any representations or warranties with respect to the Company or the offer and sale of the Shares, and such Investor will not rely on any statements made by any Agent, orally or in writing, to the contrary; (ii) it will be responsible for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (iii) it will be purchasing Shares based on the results of its own due diligence investigation of the Company, (iv) it has negotiated the offer and sale of the Shares directly with the Company, and the Agents will not be responsible for the ultimate success of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of total loss of such investment.  Each Investor further represents and warrants to each Agent that it, including any fund or funds that it manages or advises that participates in the offer and sale of the Shares, is permitted under its constitutive documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this Agreement. In light of the foregoing, to the fullest extent permitted by law, each Investor releases each Agent, its employees, officers, representatives and Affiliates from any liability with respect to such Investor’s participation in the offer and sale of the Shares including, but not limited to, any improper payment made in accordance with the information provided by the Company. This Section 9.13 shall survive any termination of this Agreement.  The Agents have introduced each Investor to the Company in reliance on the Investor’s understanding and agreement to this Section 9.13.

(b)        The parties agree and acknowledge that each Agent may rely on the representations, warranties, agreements and covenants of the Company contained in this Agreement and may rely on the representations and warranties of the respective Investors contained in this Agreement as if such representations, warranties, agreements and covenants, as applicable, were made directly to such Agent.  The parties further agree each Agent may rely on the legal opinions to be delivered pursuant to Section 6.1(i) hereof.

(c)        Each Investor agrees, for the express benefit of the Agents, that: no Agent, nor any of its Affiliates or any of its representatives (1) has any duties or obligations with respect to the transactions contemplated hereby other than those specifically set forth herein or in the engagement letter, to be entered into between the Company and the Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents; or (4) shall be liable to such Investor (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for such Agent’s own gross negligence, willful misconduct or bad faith.  Jefferies, its Affiliates and

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its representatives shall be entitled to be indemnified by the Company for acting as placement agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

9.14      Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Company:	Genco Shipping & Trading Limited
	By:	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
	Title: Chief Financial Officer

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:

STRATEGIC VALUE MASTER FUND, LTD.
By:  Strategic Value Partners, LLC, its Investment Manager
By:	/s/ James Dougherty
Name:  James Dougherty
Title:  Fund Chief Financial Officer
STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.
By:  SVP Special Situations II, LLC, its Investment Manager
By:	/s/ James Dougherty
Name:  James Dougherty
Title:  Fund Chief Financial Officer
STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.
By:  SVP Special Situations III, LLC, its Investment Manager
By:	/s/ James Dougherty
Name:  James Dougherty
Title:  Fund Chief Financial Officer
STRATEGIC VALUE OPPORTUNITIES FUND, L.P.
By:  SVP Special Situations III-A, LLC, its Investment Manager
By:	/s/ James Dougherty
Name:  James Dougherty
Title:  Fund Chief Financial Officer

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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SCHEDULE 1

INVESTOR COMMITMENTS

Investor	Basic Shares	Basic Subscription Amount		Basic Subscription Percentage		Backstop Shares	Backstop Commitment*		Backstop Commitment Percentage
STRATEGIC VALUE MASTER FUND, LTD.	2,412,747	$	11,701,822.95	31.63	%	749,908	$	3,637,053.80	31.63	%
STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.	2,472,751	$	11,992,842.35	32.41	%	768,558	$	3,727,506.30	32.41	%
STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND III, L.P.	2,136,212	$	10,360,628.20	28.00	%	663,958	$	3,220,196.30	28.00	%
STRATEGIC VALUE OPPORTUNITIES FUND, L.P.	607,156	$	2,944,706.60	7.96	%	188,710	$	915,243.50	7.96	%
Total	7,628,866	$	37,000,000.10	100.00	%	2,371,134	$	11,499,999.90	100.00	%

*Subject to adjustment pursuant to Section 3.3.

Address for Notices:

C/o Strategic Value Partners, LLC
100 West Putnam Ave
Greenwich, CT 06830
Attn: General Counsel's office
Ph: 203-618-3500
Fax: 203-618-3501
Email: legalnotices@svpglobal.com

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EXHIBIT A

CERTIFICATE OF DESIGNATIONS

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CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK OF

GENCO SHIPPING & TRADING LIMITED

The undersigned, John C. Wobensmith, does hereby certify:

1.        That he is the duly elected and acting President and Secretary of Genco Shipping & Trading Limited a Marshall Islands corporation (the “Company”).

2.        That pursuant to the authority conferred by the Company’s Second Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors on [__________], 2016 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the Company by the Articles of Incorporation, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

Section 1. Designation and Amount.  The shares of such series shall be designated as “Series A Preferred Stock”.  The  Series A Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 27,061,856, which number the Board may from time to time increase or decrease (but not below the number then outstanding).  The Series A Preferred Stock shall have a liquidation preference of $4.85 per share (the “Liquidation Preference”).

Section 2. Ranking.  The Series A Preferred Stock shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company, (a) senior to the common stock, par value $0.01 per share, of the Company (the “Common Stock”), whether now outstanding or hereafter issued, and to each other class or series of stock of the Company (including any series of preferred stock established after [___________], 2016 (the “Issue Date”) by the Board of Directors) the terms of which do not expressly provide that such class or series ranks senior to, or paripassu, with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Junior Stock”); (b) paripassu with each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks paripassu  with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Parity Stock”); and (c) junior to each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Senior Stock”). The Company’s ability to issue Capital Stock that ranks pari passu with or senior to the Series A Preferred Stock shall be subject to the provisions of Section 5.

Section 3.  Dividends.  (a) Holders of shares of Series A Preferred Stock shall be entitled to cumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of the assets of the Company legally available therefor, and shall be payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the

34

Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible.

For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”).

Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue or be payable in respect of shares initially issued any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Company in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor.  Any shares issued to such Holders shall bear the Stockholder Approval Legend.

(b) Payment of Dividends. The Company may make each dividend payment on the Series A Preferred Stock either (i) in cash (or, if applicable, in the same form as such dividend is paid to holders of Common Stock) or (ii) at the Company’s option, by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid (or, in the case of a non-cash distribution, having an aggregate Liquidation Preference equal to the fair market value of such dividend (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution)). Each fractional share of Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accumulating with respect to each outstanding share of Series A Preferred Stock pursuant to Section 3, and all such dividends with respect to such outstanding fractional shares shall accumulate (whether or not declared) and shall be payable in the same manner and at such times as provided for in Section 3 with respect to dividends on each outstanding share of Series A Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any dividends or payment that may be in arrears.

(c) Payment Restrictions. No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior

35

Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all accrued and unpaid dividends shall have been or contemporaneously are declared and paid (in cash or in kind), or are declared and a sum of cash sufficient for the payment thereof is set apart for such payment, on the Series A Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid prorata so that the aggregate amounts of dividends declared per share on, and the amounts of such dividends declared in cash or in kind, as applicable, per share on, the Series A Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Stock bear to each other.

Section 4. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible.

None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph.

In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled.

After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

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Section 5. Voting Rights.

(a) The Holders of shares of Series A Preferred Stock will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 5.  

(b) So long as any Series A Preferred Stock is outstanding, in addition to any other vote of stockholders of the Company required under applicable law or the Articles of Incorporation, the affirmative vote or consent of  the Holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class, will be required (i) for any amendment of the Articles of Incorporation if the amendment would alter or change the powers, preferences, privileges or rights of the Holders so as to affect them adversely, (ii) to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Stock or Senior Stock, or (iii) to reclassify any authorized stock of the Company into any Parity Stock or Senior Stock, or any obligation or security convertible into or evidencing a right to purchase any Parity Stock or Senior Stock. No such vote shall be required for the Company to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Junior Stock.

Section 6. Conversion.  

(a) Mandatory Conversion. Effective as of the close of business on the Stockholder Approval Date, with respect to the shares of Series A Preferred Stock of a Holder, such Holder’s shares of Series A Preferred Stock shall automatically, without any action of such Holder, convert into a number of shares of Common Stock equal to the aggregate Liquidation Preference of such shares of Series A Preferred Stock divided by the Conversion Price then in effect (such quotient, the “Conversion Shares”).

(b) In addition, effective as of the close of business on the Stockholder Approval Date, a Holder of Series A Preferred Stock shall be entitled to receive, at the election of the Company, either (i) cash in an amount equal to the then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder or (ii) a number of shares of Common Stock equal to the amount of any then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder divided by the Conversion Price then in effect (such quotient, the “Dividend Shares”).

No Holder may convert shares of Series A Preferred Stock other than pursuant to Section 6(a).

(c) Conversion Procedures.  

(i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f).

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(ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3.

(iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion.

(iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Section 7. Settlement upon Conversion. The Company shall satisfy its obligation to deliver Conversion Shares and, if applicable, Dividend Shares (or such other class or series of securities into which the Series A Preferred Stock is then convertible) upon conversion of Series A Preferred Stock by delivering to each Holder surrendering shares of Series A Preferred Stock for conversion a number of shares of Common Stock (or such other class or series of securities into which the Series A Preferred Stock is then convertible) equal to the number of Conversion Shares and, if applicable, Dividend Shares to which such Holder is entitled pursuant to Section 6 (provided that the Company will deliver cash in lieu of fractional shares), as soon as practicable after the third Trading Day (but in no event later than the fifth Business Day) following the Stockholder Approval Date. In the event the Company elects to pay cash pursuant to Section 6(b)(i), such cash payment shall be made on the same date.

Section 8. Anti-dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments from time to time:

(i) Stock Dividends. In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Conversion Price, as in effect at the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such dividend or other distribution, shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or other distribution pursuant to Section 3.

(ii) Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares

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of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided,  further,  however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

(iii) Stock Splits, Reverse Splits and Combinations. In case outstanding shares of Common Stock shall be subdivided, split or reclassified into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split, reclassification or combination becomes effective.

(iv) Debt, Asset or Security Distributions.

(A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior

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to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(v) Tender Offers. In the case that a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended through the expiration thereof) shall require the payment to stockholders of the Company (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of aggregate consideration having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) per share of Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then, immediately prior to the opening of business on the day after the date of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as amended through the expiration thereof), the Conversion Price shall be reduced by multiplying the Conversion Price immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to the product of (x) the Market Value on the date of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time, and (B) the denominator of which shall be equal to (x) the product of (I) the Market Value on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares validly tendered or exchanged, not withdrawn and accepted for payment on the date of the Expiration Time (such validly tendered or exchanged shares, up to any such maximum, being referred to as the “Purchased Shares”) plus (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders of the Company pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares).

(b) De minimis Adjustments. Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Price then in effect. Any lesser

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adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall result in an increase or decrease of at least 1.0% of such Conversion Price. No adjustment under this Section 8 shall be made if such adjustment will result in a Conversion Price that is less than the par value of the Common Stock.

(c) Tax-Related Adjustments. The Company may make such reductions in the Conversion Price, in addition to those required by this Section 8, as the Board of Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction in the Conversion Price.

(d) Stockholder Rights Plans. Upon conversion of the Series A Preferred Stock, to the extent that the Holders receive Common Stock, such Holders shall receive, in addition to the shares of Common Stock, the rights issued under any future stockholder rights plan the Company may establish whether or not such rights are separated from the Common Stock prior to conversion. A distribution of rights pursuant to any stockholder rights plan will not result in an adjustment to the Conversion Price pursuant to Section 8(a)(ii) or 7(a)(iv), provided that the Company has provided for the Holders to receive such rights upon conversion.

(e) Notice of Adjustment. Whenever the Conversion Price is adjusted in accordance with this Section 8, the Company shall (i) compute the Conversion Price in accordance with this Section 8 and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to this Section 8 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the Transfer Agent shall provide a written notice to the Holders of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the adjusted Conversion Price.

(f) Reversal of Adjustment. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(g) Exceptions to Adjustment. The applicable Conversion Price shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

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(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

(iv) upon the issuance of any shares of Common Stock or any other security of the Company in connection with acquisitions of assets or securities of another Person, including with respect to any merger or consolidation or similar transaction;

(v) for a change in the par value of the Common Stock; or

(vi) for accrued and unpaid dividends on the Series A Preferred Stock.

Section 9. Recapitalizations, Reclassifications and Changes in the Company’s Stock. In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or any sale or other disposition to another Person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a “Transaction”), upon conversion of its shares of Series A Preferred Stock, a Holder will be entitled to receive the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Transaction, after giving effect to any adjustment event or, in the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Transaction, the weighted average of the forms and amounts of consideration received by the holders of the Common Stock. In the event that at any time, as a result of an adjustment made pursuant to this Certificate of Designations, the Holders shall become entitled upon conversion to any securities other than, or in addition to, shares of Common Stock, thereafter the number or amount of such other securities so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock set forth in this Certificate of Designations.

Section 10. Consolidation, Merger and Sale of Assets.

(a) The Company, without the consent of the Holders, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Company (any of the foregoing, “Reorganization”); provided,  however, that the shares of Series A Preferred Stock will become the kind and amount of securities of such successor, transferee or lessee, cash and other property receivable by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Reorganization, having in respect of such successor, transferee or lessee the same power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon.

(b) Upon any consolidation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Company as described in Section 10(a), the successor resulting from such consolidation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the shares of Series A Preferred Stock, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Series A Preferred Stock.

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Section 11. Notices.

(a) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders by issuing a press release, rather than directly to Holders, the Company shall do so in a public medium that is customary for such press release.  In such cases, publication of a press release through GlobeNewswire, Inc. shall be considered sufficient to comply with such notice obligation.

(b) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders without specifying the method of giving such notice, the Company shall do so by sending notice via first class mail or by overnight courier to the Holders of record as of a reasonably current date.

Section 12. Transfer of Securities.

(a) The shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”) have not been registered under the Securities Act or any other applicable securities laws and may not be offered or sold except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from registration under the Securities Act and any other applicable securities laws, or in a transaction not subject to such laws. The Common Stock issuable upon conversion of the Series A Preferred Stock will have the benefit of certain registration rights under the Securities Act pursuant to the Registration Rights Agreement entered into by the Company and the Holders on [__________], 2016, a copy of which may be obtained from the Company by writing to it at Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor, New York, NY 10171, Attention: Secretary.

(b) Shares of Common Stock issued upon a conversion of the shares of Series A Preferred Stock bearing the Restricted Stock Legend, prior to the first anniversary of the Issue Date, shall bear a restricted common stock legend that corresponds to the Restricted Stock Legend (the “Restricted Common Stock Legend”).

Section 13. Certain Tax Matters. The Company shall be entitled to deduct and withhold from any payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration deliverable to a Holder of a share of Series A Preferred Stock, any amounts required to be deducted or withheld under applicable U.S. federal, state, local or foreign tax laws with respect to such payment or issuance. In the event the Company paid withholding taxes to a governmental authority in respect of any amount treated as a distribution on a share of Series A Preferred Stock, the Company shall be entitled to deduct any such taxes from any subsequent payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration otherwise deliverable to a Holder of a share of Series A Preferred Stock.

Section 14. Definitions.  

(a)  “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person,

(b) “Board of Directors” has the meaning set forth in the first paragraph of this Certificate of Designations.

(c) “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Transfer Agent.

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(d) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in the City of New York are authorized or required by law or executive order to close.

(e) “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

(f) The “Closing Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market. In the absence of such a quotation, the Closing Sale Price of the Common Stock will be an amount determined in good faith by the Board of Directors to be the fair market value of such Common Stock, and such determination shall be conclusive.

(g) “Common Stock” has the meaning set forth in Section 2.

(h) “Company” has the meaning set forth in the first paragraph of this Certificate of Designations.

(i) “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(j) “Conversion Price” shall initially equal $4.85 per share of Common Stock, and shall be subject to adjustment as set forth in Section 8.

(k) “Conversion Shares” has the meaning set forth in Section 6(a).

(l) “Dividend Payment Date” has the meaning set forth in Section 3(a).

(m) “Dividend Record Date” has the meaning set forth in Section 3(b).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Expiration Time” has the meaning set forth in Section 8(a)(v).

(p) “Holder” means the Person in whose name a share of Series A Preferred Stock is registered.

(q) “including” means “including, without limitation”.

(r) “Initial Public Offering” means, in the event of a Spin-off, the first time securities of the same class or type as the securities being distributed in the Spin-off are bona fide offered to the public for cash.

(s) “Issue Date” has the meaning set forth in Section 2.

(t) “Junior Stock” has the meaning set forth in Section 2.

(u) “Liquidation Preference” has the meaning set forth in Section  1.

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(v) “Market Value” means, with respect to any date of determination, the average Closing Sale Price of the Common Stock for a five consecutive Trading Day period preceding the earlier of (i) the day preceding the date of determination and (ii) the day before the “ex date” with respect to the issuance or distribution requiring such computation. For purposes of this definition, the term “ex date” when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market, without the right to receive the issuance or distribution.

(w) “Meeting End Date” shall mean seventy-five days after the Issue Date.

(x) “Officer” means the President, Chief Executive Officer, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company.

(y) “Officer’s Certificate” means a certificate signed by two Officers.

(z) “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Company.

(aa) “Parity Stock” has the meaning set forth in Section 2.

(bb) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

(cc) “Purchased Shares” has the meaning set forth in Section 8(a)(v).

(dd) “Registration Rights Agreement” means the Registration Rights Agreement, dated as of [_________], 2016, by and among, the Company and the Purchasers (as defined therein) set forth on the signature page thereto.

(ee) “Reorganization” has the meaning set forth in Section 10(a).

(ff) “Restricted Common Stock Legend” has the meaning set forth in Section 12(b).

(gg) “Restricted Stock Legend” means a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(hh) “Securities” has the meaning set forth in Section 12(a).

(ii) “Securities Act” means the Securities Act of 1933, as amended.

(jj) “Senior Stock” has the meaning set forth in Section 2.

(kk) “Series A Preferred Stock” has the meaning set forth in Section 1.

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(ll) “Spin-off” means a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company.

(mm) “Stockholder Approval” means the stockholder approval of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.

(nn) “Stockholder Approval Date” means the date on which the Stockholder Approval is obtained.

(oo) “Stockholder Approval Legend” means a legend to the following effect: 

THE SHAREHOLDER TO WHOM THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IS CONTRACTUALLY OBLIGATED TO VOTE IN IN FAVOR OF ANY PROPOSAL MADE AT A MEETING OF STOCKHOLDERS OF THE COMPANY IN ORDER TO EFFECT THE STOCKHOLDER APPROVAL AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PREFERRED STOCK OF GENCO SHIPPING & TRADING LIMITED.  NO DIVIDENDS SHALL ACCRUE OR BE PAYABLE IN RESPECT OF SUCH SHARES IF THE SHAREHOLDER FAILS SO TO VOTE IN FAVOR.

(pp) “Subsidiary” of any Person means any other Person (i) more than 50% of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such other Person are, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists, or (ii) which does not have outstanding shares or securities with such right to vote, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest representing the right to make the decisions for such other Person is, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists.

(qq) “Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange.

(rr) “Transaction” has the meaning set forth in Section 9.

(ss) “Transfer Agent” means Computershare Trust Company, N.A. unless and until a successor is selected by the Company, and then such successor.

(tt) “Triggering Event” means a specified event the occurrence of which entitles the holders of rights, options or warrants to exercise such rights, options or warrants.

Section 15. Miscellaneous.  

(a) The Liquidation Preference and any dividend rate set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series A Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (and such determination shall be conclusive).

(b) For the purposes of Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

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(c) If the Company shall take any action affecting the Common Stock, other than any action described in Section 8, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders, then the Conversion Price for the Series A Preferred Stock may be adjusted, to the extent permitted by law, in such manner, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(d) The Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock for the purpose of effecting conversion of the Series A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series A Preferred Stock not theretofore converted. For purposes of this Section 15(d), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(e) Any shares of Common Stock issued upon conversion of the Series A Preferred Stock shall be duly and validly issued and fully paid and nonassessable, free from preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof, except for transfer restrictions imposed by applicable securities laws and the Registration Rights Agreement.

(f) The Company shall pay all transfer, stamp and other similar taxes due with respect to the issuance or delivery of shares of Common Stock or other securities or property upon conversion of the Series A Preferred Stock; provided,  however, that the Company shall not be required to pay any tax that may be payable with respect to any transfer involved in the issuance or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of the Series A Preferred Stock to be converted, and the Holder shall be responsible for any such tax.

(g) The Series A Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Company.

(h) The Series A Preferred Stock shall not be subject to redemption.

(i) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(j) Series A Preferred Stock may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of Holders of Series A Preferred Stock.

(k) Subject to applicable escheat laws, any monies set aside by the Company in respect of any payment with respect to shares of the Series A Preferred Stock, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Company, after which reversion the Holders of such shares shall look only to the general funds of the Company for the payment thereof. Any interest accumulated on funds so deposited shall be paid to the Company from time to time.

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(l) Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designations or the Articles of Incorporation.

(m) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(n) If any of the voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

(o) Shares of Series A Preferred Stock that (i) have not been issued on or before the Issue Date or (ii) have been issued and reacquired in any manner, including shares of Series A Preferred Stock purchased or converted, shall (upon compliance with any applicable provisions of Business Corporations Act of the Republic of the Marshall Islands) have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company; provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.

(p) If any of the Series A Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Company and the Transfer Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed this _____ day of ________, 2016.

John C. Wobensmith

President and Secretary

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EX-10.2

Exhibit 10.2

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:	Baltic Wasp Limited
Copy:	Genco Shipping & Trading Limited
	Baltic Trading Limited
	Baltic Hornet Limited

9 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1Definitions

1.1In this letter:

"Enforcement Action" means:

(a)in relation to any Liabilities:

(i)the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii)any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii)the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b)the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in

any collateral under the Loan Agreement, the Hornet Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event;  or  

(c)the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee A" means the guarantee and indemnity dated 8 October 2014 granted by Guarantor A in favour of the Security Agent.

"Guarantee B" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Guarantees" means Guarantee A and Guarantee B.

"Guarantor A"means 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.

"Hornet Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Hornet Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

"Termination Event" shall have the meaning given to it in paragraph 4.1 below.

1.2All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3This letter is designated as a Finance Document.

1.4This letter replaces the waiver letter dated 30 June 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Hornet Limited and Baltic Trading Limited.

2Request

We refer to the Loan Agreement and the Guarantees and to your request for a waiver of:

(a)compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding;

(b)compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees,

for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

3Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of (i) clause 10.14 (Additional Security) of the Loan Agreement and (ii) clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees during the Waiver Period, subject to the following conditions being satisfied:

(a)the Waiver in respect of compliance with clause 10.14 (Additional Security) and clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees shall apply only in relation to the Waiver Period; and

(b)on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4Termination of Waiver

4.1The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 4.1(a) to (g) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders:

(a)an Event of Default has occurred which has not been waived or forborne;

(b)the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c)you are in breach of any of your obligations under this letter;

(d)any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne;

(e)the cash and Cash Equivalents of the Parent and its Subsidiaries are less than $25,000,000;

(f)on the earlier of:

(i) the date which falls ten (10) days after the date of this letter, if Sinosure has not provided its approval to the Waiver in a form satisfactory to the Agent; and

(ii) the date on which Sinosure confirms to the Agent that it does not approve the Waiver; or

(g)any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

5Finance Parties' Rights

5.1Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

5.2Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

5.3The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

5.4Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a)prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b)be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

6Undertakings, Representations and Warranties

6.1During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

6.2During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

6.3During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

6.4During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to receive information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

6.5The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

6.6The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

7Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

8Counterparts and applicable law

8.1This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

8.2This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
	Urvashi Zutshi
	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 9 August 2016

for an on behalf of

/s/

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.20

Exhibit 10.20

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“Agreement”) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Recitals

A.        The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

B.        The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, the Basic Shares (as defined below) and the Backstop Shares (as defined herein) (the Basic Shares and the Backstop Shares, collectively, the “Shares” and each, a “Share”) of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), such Series A Preferred Stock to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designations set forth as Exhibit A attached hereto (the “Certificate of Designations”) and to be convertible into an aggregate of up to 5,773,197 shares (subject to adjustment) (such shares together with shares into which the Commitment Fee (as defined below) may be converted, the “Conversion Shares”) of the Company’s Common Stock, par value $0.01 per share (together with any securities into which such shares may be reclassified, whether by merger, charter amendment or otherwise, to the extent the Shares, in connection with any such reclassification, become convertible into such securities pursuant to the Certificate of Designations, the “Common Stock”), at a conversion price of $4.85 per Share (subject to adjustment), at a purchase price of $4.85 per Share (the “Per Share Price”), for an aggregate purchase price of up to  $28,000,005.45 (the “Purchase Price”); and 

C.        Contemporaneous with the execution and delivery of this Agreement, the Company is entering into a purchase agreement  with each of the Other Existing Investors (as defined below) on substantially the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock to be purchased by such Other Existing Investor) providing for the purchase of shares of  Series A Preferred Stock for an aggregate purchase price (taken together with the Purchase Price) of up to One Hundred Twenty Five Million Dollars ($125,000,000) (each an “Other Purchase Agreement”); and

D.        Contemporaneous with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws on substantially the same terms and conditions as set forth in that certain Registration Rights Agreement by and among the Company and certain of its shareholders dated as of July 9, 2014 (the “Prior Registration Rights Agreement”).

In consideration of the mutual promises made herein and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Definitions.  In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Additional Private Placement” has the meaning set forth in Section 7.11.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person.

“Agents” means, collectively, Jefferies LLC (“Jefferies”),  DNB Markets ASA and Evercore Group LLC.

“Backstop Commitment” means, with respect to any Investor, the backstop subscription amount set forth opposite such Investor’s name on Schedule 1 hereto, as adjusted pursuant to Section 3.3.

“Backstop Shares” has the meaning set forth in Section 2.

“Basic Shares” has the meaning set forth in Section 2.

“Basic Subscription Amount” has the meaning set forth in Section 2.

“Business Day” means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors’ obligations to pay the Subscription Amount, and (ii) the Company’s obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived.

“Commitment Fee” shall mean 288,660 shares of Series A Preferred Stock.

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company’s Knowledge” means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo.

“Confidential Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

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“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Debt Commitment Letter” means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C.

“Deemed Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same.

“Effective Date” means the date on which the initial Registration Statement is declared effective by the SEC.

“Effectiveness Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement.

“Fundamental Representations” means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30.

“Hayfin Facility Agreement” means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent.

“Hayfin Term Sheet” means the term sheet dated June 29, 2016 in respect of the proposed

amendment of the Hayfin Facility Agreement.

“Insider” means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof.

“Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

“Material Adverse Effect” means a material adverse effect on (x) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company and its Subsidiaries

3

taken as a whole, or (y) the ability of the Company to perform its obligations under the Transaction Documents, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement or any other Transaction Document, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement or any other Transaction Document.

“Material Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“NYSE” means the New York Stock Exchange.

“Other Existing Investors” means funds and/or related entities managed by Affiliates of Centerbridge Partners, L.P. and funds and/or related entities managed by Strategic Value Partners, LLC or its Affiliates  that are shareholders of the Company as of the date of this Agreement.

“Per Share Price” has the meaning set forth in the Recitals.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Proposal” has the meaning set forth in Section 7.9.

“Registrar of Corporations” shall mean the Registrar of Corporations of the Republic of the Marshall Islands.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“SEC Filings” has the meaning set forth in Section 4.6.

“Securities” means the Shares, the Conversion Shares, and the Commitment Fee.

“Shares” has the meaning set forth in the Recitals.

“Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Stockholders Meeting Deadline”  has the meaning set forth in Section 7.9(a).

“Subsequent Stockholders Meeting”  has the meaning set forth in Section 7.9(a).

“Subsidiary” of any Person means another Person, an amount of the voting securities, other

4

voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement, the Certificate of Designations, and the Registration Rights Agreement.

“Transfer Agent” means Computershare, Inc.

“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2.          Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, (i) that number of basic shares of Series A Preferred Stock set forth opposite such Investor’s name on Schedule 1 (the “Basic Shares”) in exchange for the portion of the Purchase Price equal to the basic share subscription amount set forth opposite such Investor’s name on Schedule 1 (such Investor’s “Basic Subscription Amount”) and, if applicable, (ii) that number of shares of Series A Preferred Stock equal to such Investor’s Backstop Commitment divided by the Per Share Price (the “Backstop Shares”), in exchange for the portion of the Purchase Price equal to such Investor’s Backstop Commitment (such Investor’s Backstop Commitment, together with such Investor’s Basic Subscription Amount, such Investor’s “Subscription Amount”).

3.          Closing.

3.1      Closing.  The Closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Kramer Levin Naftalis & Frankel LLP on the third Business Day following the satisfaction or waiver of the conditions to closing specified herein (other than those conditions which will be satisfied at the Closing), or at such other location and on such other date as the Company and the Investors shall mutually agree.  The Company shall deliver a notice of the Closing Date to each Investor at least three (3) Business Days prior to the Closing Date.  On the Closing Date, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Company, in an amount representing such Investor’s Subscription Amount, and the Company shall file the Certificate of Designations with the Registrar of Corporations.  Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors.  In addition, in consideration of each Investor providing its Backstop Commitment hereunder, such Investor shall be entitled to receive at the Closing, its pro rata portion of the Commitment Fee.

3.2      [Intentionally omitted].

3.3      Certain Adjustments.  Any sales of Series A Preferred Stock in the Additional Private Placement (which, for the avoidance of doubt, does not include the sale of Series A Preferred Stock pursuant to this Agreement or the Other Purchase Agreements) will reduce each outstanding unexercised Backstop Commitment by multiplying such Backstop Commitment by a fraction, the numerator of which is equal to $38,600,000 less the aggregate proceeds from the Additional Private

5

Placement and the denominator of which is equal to $38,600,000, provided that no Backstop Commitment shall be reduced below zero.

4.          Representations and Warranties of the Company.  The Company hereby represents and warrants to the Investors that, except as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):

4.1      Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to be in good standing or so qualified has not had and would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 4.1 hereto, each of the Company and its Subsidiaries is not the subject of any judicial composition proceeding, bankruptcy proceeding or any similar process or of any judgment or dissolution. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.

4.2      Authorization.  The Company has all corporate power and authority and, except for the filing of the Certificate of Designations with the Registrar of Corporations and the approval of the Proposal at the Stockholders Meeting or any Subsequent Stockholders Meeting, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities.  The Transaction Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

4.3      Capitalization.  The capitalization of the Company as of the date hereof is as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2016 (the “Q2 2016 10-Q”). The Company has not issued any capital stock since its most recently filed periodic report under the 1934 Act except as may be issuable upon the exercise of outstanding warrants, the settlement of outstanding restricted stock units disclosed in the SEC Filings, or future awards under the Company’s 2015 Equity Incentive Plan.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any transaction pertaining to the Company’s capital stock. Except as set forth in the SEC Filings or future awards under the 2015 Equity Incentive Plan, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary of the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the

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outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities except as described in Section 7.9 hereof. Except as set forth in the SEC Filings, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge as of the date hereof, between or among any of the Company’s stockholders. Other than the rights being granted to the Investors or the Other Existing Investors pursuant to the Registration Rights Agreement, to participants in the Additional Private Placement, or as set forth in the SEC Filings, no person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company.

4.4      Valid Issuance.  Upon the filing of the Certificate of Designations with the Registrar of Corporations, the Shares and the Commitment Fee will have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.  Upon the due conversion of the Shares, the Conversion Shares and the Commitment Fee will be validly issued, fully paid and nonassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws (other than those created by the Investors).  The Company has reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Shares and the Commitment Fee.

4.5      Consents.  Except for the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance by the Company of the Transaction Documents, approval of the Proposal by the Company’s shareholders, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made (or shall have been made prior to Closing) pursuant to applicable state securities laws and NYSE listing requirements and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods and approval of the Proposal at the Stockholders Meeting.

4.6      Delivery of SEC Filings; Business.  The Company has made available to the Investors through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings”).  The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period.

4.7      Use of Proceeds.  The net proceeds of the sale of the Shares hereunder shall be used by the Company for debt repayment, working capital and general corporate purposes.

4.8      Absence of Certain Events.  Since the date of the latest audited financial statements included within the SEC Filings, except as specifically disclosed in the SEC Filings prior to the date hereof or on Schedule 4.8, (i) the Company has not altered its method of accounting, (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the

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Company’s equity incentive plans, and (iii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Company’s existing equity incentive plans. As of the date hereof, the Company does not have pending before the SEC any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its business, properties, operations, financial condition or prospects that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed. 

4.9      SEC Filings.

(a)      At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)      Each registration statement and any amendment thereto filed by the Company during the two years preceding the date hereof pursuant to the 1933 Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.10    No Conflict, Breach, Violation or Default.  Subject to the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Second Amended and Restated Articles of Incorporation, as amended, or the Company’s Amended and Restated Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary of the Company or any of their respective assets or properties, except, with respect to subclause (i)(b), as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.11    Tax Matters.  The Company and each Subsidiary of the Company has timely prepared and filed (or timely filed for an extension for) all tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it, other than taxes being contested in good faith and for which adequate

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reserves have been made on the Company’s financial statements included in the SEC Filings.  The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.  All taxes and other assessments and levies that the Company or any of its Subsidiaries is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or property.  Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity.

4.12    Title to Properties.  Except as disclosed in the SEC Filings or Schedule 4.12, the Company and each of its Subsidiaries has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Filings, the Company and each of its Subsidiaries holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

4.13    Registry of and Title to Vessels; Good Standing.  Each of the Company’s vessels is owned directly by the Company or one its Subsidiaries, has been duly registered as a vessel under the laws and regulations and flag of its jurisdiction in the sole ownership of the Company or such Subsidiary, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; the Company or each such Subsidiary, as applicable, has good title to the applicable vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record other than as disclosed in Schedule 4.13, and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.14    Compliance with Maritime Guidelines.  Except with respect to vessels described in Schedule 4.14, each of the Company’s vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all environmental laws), except where such failure to be in compliance would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

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4.15    Classification.  Except with respect to vessels described in Schedule 4.15, each vessel is classed by a classification society which is a full member of the International Association of Classification Societies and is in class with valid class and trading certificates, without any overdue recommendations, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.16    Certificates, Authorities and Permits.  The Company and each of its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where such failure has not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any such Subsidiary, would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  Neither the Company nor any of its Subsidiaries have been in violation or breach of, or default under, any such certificate, authority or permit except where such violation, breach or failure would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.17    Labor Matters.  No material labor dispute exists or, to the Company’s Knowledge, has been threatened with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect. To the Company’s Knowledge, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

4.18    Intellectual Property.  The Company and its Subsidiaries own, possess, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Filings to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect.  Except as set forth in the SEC Filings, as of the date hereof, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or Subsidiaries’ rights in or to any such Intellectual Property, or alleging that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim, in each case except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. 

4.19    Environmental Matters.  Neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic

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substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

4.20    Litigation.  Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are, to the Company’s Knowledge, threatened or contemplated by any governmental or regulatory authority or threatened by others.

4.21    Financial Statements.  The financial statements included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, except for normal year-end audit adjustments and as otherwise as permitted by Form 10-Q under the 1934 Act).  Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.21, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.22    Insurance Coverage.  The Company and each of its Subsidiaries maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each such Subsidiary.

4.23    Compliance with Law.  The Company and each of its Subsidiaries are in compliance, and since January 1, 2013, have been in compliance, in all material respects, with all U.S. federal, state, local and foreign laws and regulations applicable to them or the operation of their respective business or by which their assets are bound or affected, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  None of the Company or any of its Subsidiaries have received any written notice of any material violation of any U.S. federal, state, local and foreign laws and regulations applicable to them or the operations of their respective businesses or by which their assets are bound or affected at any time since January 1, 2013, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.24    Compliance with NYSE Continued Listing Requirements.  Except as described in the SEC Filings or as a result of this Agreement and the transactions contemplated hereby:  (i) the Company is in compliance with applicable NYSE continued listing requirements, and (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the

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continued listing of the Common Stock on the NYSE and the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from the NYSE.

4.25    Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule 4.25.

4.26    No Directed Selling Efforts or General Solicitation.  Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

4.27    No Integrated Offering.  Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.

4.28    Rule 506 Compliance.  To the Company’s Knowledge, neither the Company nor any Insider is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act.  The Company is not disqualified from relying on Rule 506 of Regulation D under the 1933 Act (“Rule 506”) for any of the reasons stated in Rule 506(d) in connection with the issuance and sale of the Securities to the Investors pursuant to this Agreement.  The Company has exercised reasonable care to determine whether any such disqualification under Rule 506(d) exists.

4.29    Private Placement.  Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4.30    Material Contracts.  As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Material Contract that has not been filed.  Except as would not have a Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or any of its Subsidiaries, as the case may be, and, to the Company’s Knowledge, of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles; (ii) each Material Contract is in full force and effect; (iii) neither the Company nor any of its Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder except as is subject to a waiver described in the SEC Filings; (iv) neither the Company nor any of its Subsidiaries has received written notice of any breach or default of any Material Contract other than as may be set forth in any waiver described in the SEC Filings, and (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract that such other party intends to terminate, not renew, or renegotiate the terms of any such Material Contract.  Except as set forth in Schedule 4.30, no event has occurred (with or without notice or lapse of time, or both) and is continuing that would constitute a breach or default, or permit termination, modification, or acceleration under any credit facility or debt instrument, to which the Company or any of its Subsidiaries is a party or by which any property or asset of the

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Company or any of its Subsidiaries is bound or affected, and to the Company’s Knowledge there exists no event or circumstance that would reasonably be expected to give rise to any such breach, default, termination, modification, or acceleration, except as is subject to a waiver described in the SEC Filings.

4.31    Transactions with Affiliates.  Except as disclosed in the SEC Filings or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any material transaction with the Company or any of its Subsidiaries (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any material contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.32    Internal Controls.  The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability.  The Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. 

4.33    Investment Company.  The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.34    Other Existing Investors.  Contemporaneous with the execution and delivery of this Agreement, the Company is entering into the Other Purchase Agreements on the same terms and conditions as this Agreement (other than with respect to the number of shares of Series A Preferred Stock  purchased), and the Company has delivered to the Investors true and complete copies of the Other Purchase Agreements.

5.          Representations and Warranties of the Investors.  Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

5.1      Organization and Existence.  Such Investor, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority.

5.2      Authorization; No Conflicts.  The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’

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rights generally. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to such Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

5.3      Purchase Entirely for Own Account.  The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Actwithout prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.  Neither such Investor nor any Affiliate of such Investors is a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

5.4      Investment Experience.  Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

5.5      Disclosure of Information.  Such Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto, including Schedule 5.5) and the SEC Filings and the risk factors set forth therein.  Such Investor and its advisors, if any, has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. Such Investor and its advisors, if any, have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions contemplated by this Agreement.

5.6      No Governmental Review.  Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any

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recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

5.7      Restricted Securities.  Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

5.8      Legends.  It is understood that, except as provided below, certificates or other instruments evidencing the Securities may bear the following or any similar legend:

(a)       “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”

(b)      If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

5.9      Accredited Investor / Qualified Purchaser.  Such Investor is, and on the date the Conversion Shares are issued upon conversion of the Shares such Investor will be, an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

5.10     No General Solicitation.  Such Investor did not learn of the investment in the Securities as a result of any general solicitation or general advertising.

5.11     Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

5.12     Prohibited Transactions.  Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.  Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the

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benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

5.13     Affiliate Involvement in Offering; Trading Price.  Such Investor acknowledges that it is aware of the following: (i) that one or more Persons that may be deemed Affiliates of the Company are purchasing Securities; (ii) that such purchase by such Persons should not be taken as an indication of their views regarding the prospects of the Company nor should such Investor infer from their participation that they possess non-public information suggesting favorable prospects for the Company; and (iii) the Company’s stock is thinly traded, and accordingly the trading price of the Company’s stock may not accurately reflect the current value of the Company.

5.14     Rule 506 Compliance.  Neither such Investor nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification Event (as defined above), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the 1933 Act and disclosed in writing in reasonable detail to the Company.

5.15     The Agents.  Such Investor understands that each Agent has acted solely as an agent of the Company in the placement of the Securities, and that none of the Agents makes any representation or warranty with regard to the merits of this transaction or as to the accuracy of any information such Investor may have received in connection therewith.  Such Investor acknowledges that it has not relied on any information or advice furnished by or on behalf of the Agent.

5.16     Sufficient Funds.  Each Investor has sufficient cash on hand or undrawn capital commitments to pay the Purchase Price and otherwise satisfy its obligations in connection with this Agreement and the transactions contemplated hereby.

6.         Conditions to Closing.

6.1       Conditions to the Investors’ Obligations.  The obligation of each Investor to purchase the Shares at the Closing is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a)     The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date.  The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to “materiality” or “Material Adverse Effect" shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.  The Company shall have performed in all material

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respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(b)     The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents on the Closing Date, all of which shall be in full force and effect.

(c)      The Company shall have executed and delivered the Registration Rights Agreement.

(d)     The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors.

(e)     The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors.

(f)     No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(g)     The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 6.1.

(h)     The Investors shall have received an opinion from each of Kramer Levin Naftalis & Frankel LLP and Reeder & Simpson, P.C., dated as of the Closing Date, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

(i)      No stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

(j)      The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amount in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(k)     The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter.

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(l)      The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

(m)     The Other Purchase Agreements shall have substantially identical terms to the terms of this Agreement, excluding the Subscription Amount and related terms.  For the avoidance of doubt, the terms of such Other Purchase Agreements and the securities issued pursuant thereto shall not be more favorable than the terms provided to the Investors under this Agreement and the Series A Preferred Stock and the Common Stock received pursuant hereto.

(n)     The Additional Private Placement, if consummated, shall not have been on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

6.2      Conditions to Obligations of the Company.  The Company’s obligation to sell and issue the Shares at the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a)     The representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects as of the Closing Date.  The Investment Representations shall be true and correct in all respects as of the Closing Date.  The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

(b)     The Investors shall have executed and delivered the Registration Rights Agreement.

(c)      No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(d)     The Company shall have received, or shall receive substantially simultaneously with the funding of the Investors’ Subscription Amount, an aggregate of not less than $125 million (inclusive of the Investors’ Subscription Amount) in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(e)     The Refinancing (as defined in the Debt Commitment Letter) shall have occurred, or shall occur substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Debt Commitment Letter and otherwise in form and substance reasonably satisfactory to the Company.

(f)     The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Hayfin Term Sheet and otherwise in form and substance reasonably satisfactory to the Company.

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(g)     The Investors shall have delivered an officer’s certificate, executed on behalf of each Investor by its Chief Executive Officer or its Chief Financial Officer or person performing similar functions, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsection (a) of this Section 6.2.

6.3        Termination of Obligations to Effect Closing; Effects.

(a)     The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i)      Upon the mutual written consent of the Company and the Investors;

(ii)     By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

(iii)    By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

(iv)    By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016;provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b)     In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors.  Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

7.          Covenants and Agreements.

7.1      Operation in the Ordinary Course.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall, and shall cause each of its Subsidiaries, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business and (c) use its reasonable best efforts to (i) preserve intact its material assets, properties, contracts or other legally binding understandings, licenses and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current

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relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations.  Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or in the ordinary course of business (other than as contemplated by the Debt Commitment Letter), (c) issue, sell or otherwise dispose any equity securities of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers of the Company or enter into any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC without the approval of the Company’s Board of Directors of a committee thereof comprised solely of independent directors or (e) effect any Deemed Liquidation Event.

7.2      Reservation of Common Stock.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the conversion of the Shares and the Commitment Fee, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the conversion of the Shares and the Commitment Fee issued pursuant to this Agreement in accordance with their respective terms.

7.3      [Intentionally omitted].

7.4      No Conflicting Agreements.  The Company will not take any action, enter into any agreement or make any commitment that would conflict in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

7.5      Listing of Underlying Shares and Related Matters.  The Company shall take commercially reasonable efforts to cause the Conversion Shares to be approved for listing or trading on the NYSE or such other exchange or market where the Common Stock is trading or expected to trade no later than ninety (90) days after the Closing Date.  Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Conversion Shares and will take such other action as is necessary to cause such Common Stock to be so listed.

7.6      [Intentionally omitted].

7.7      Subsequent Equity Sales.

(a)       From the date hereof until the date of conversion of the Shares, without the consent of the Investors, neither the Company nor any of its Subsidiaries shall issue shares of preferred stock, Common Stock or Common Stock Equivalents.  Notwithstanding the foregoing, the provisions of

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this Section 7.7(a) shall not apply to (i) the issuance of the Securities, (ii) the issuance of Series A Preferred Stock pursuant to the Other Purchase Agreements and in the Additional Private Placement or any Common Stock issuable upon the conversion thereof, (iii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, settlement or exercise of any securities of the Company or any of its Subsidiaries outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof, (iv) the issuance of Common Stock or Common Stock Equivalents in connection with the acquisition by the Company of all or substantially all of the assets or equity interests of another business entity in a transaction approved by the Board of Directors of the Company, (v) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan in place as of the date hereof or approved by the Company’s stockholders or (vi) the issuance of any Common Stock or Common Stock Equivalents in a transaction or series of related transactions, for the primary purpose of raising capital, approved by the Board of Directors of the Company and consented to by the Investors not participating in such transaction or transactions who beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) a majority of the Shares issued pursuant hereto (excluding the Shares held by any Investors participating in such transaction or transactions).  For the avoidance of doubt, any sale and issuance of Series A Preferred Stock to purchasers in the Additional Private Placement shall not be on terms, including the price paid for such Series A Preferred Stock, more favorable to any such purchaser than the terms provided to the Investors under this Agreement.

(b)       The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

7.8       Equal Treatment of Investors.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Documents, and no consideration shall be offered or paid to any Other Existing Investor to amend or consent to a waiver or modification of any provision of the purchase agreements entered into simultaneously with this Agreement (or the other transaction documents contemplated thereby) unless the same consideration is also offered to the Investors.  For clarification purposes, this provision constitutes a separate right granted to each Investor and each Other Existing Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors and the Other Existing Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with the Other Existing Investors with respect to the purchase, disposition or voting of Securities or otherwise.

7.9       Proxy Statement; Stockholders Meeting.  

(a)       Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than sixty (60) days following the Closing Date (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for the issuance

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of shares of Common Stock upon conversion of the Series A Preferred Stock issued pursuant to this Agreement or the other Purchase Agreements or in the Additional Private Placement  (the “Proposal”) and the increase of the size of the Company’s Board of Directors from eight (8) members to nine (9) members (the “Board Increase”). In the event the Proposal or the Board Increase is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal or the Board Increase as applicable, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will prepare and file with the SEC proxy materials pursuant to and in compliance with Section 14(a) of the 1934 Act (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and responding to any comments of the SEC thereon, shall mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in each proxy statement.

(b)       Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Directors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Proposal and the Board Increase (each a “Company Board Recommendation”) at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, unless the Board of Directors shall have modified, amended or withdrawn such Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw either Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining such Company Board Recommendation would be inconsistent with its fiduciary duty to the Company’s stockholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws either Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with the Marshall Islands Business Corporations Act and the provisions of its Second Amended and Restated Articles of Incorporation, as amended, or its Amended and Restated Bylaws, (i) take all action reasonably necessary to convene the Stockholders Meeting and, if necessary, each Subsequent Stockholders Meeting as promptly as practicable, but no later than the Stockholders Meeting Deadline with respect to the Stockholders Meeting and as soon as practicable with respect to each Subsequent Stockholders Meeting, to consider and vote upon the approval of the Proposal and the Board Increase and (ii) submit the Proposal and the Board Increase at the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting to the stockholders of the Company for their approval.

(c)       From the date hereof until termination of this Agreement pursuant to Section 6.3 hereof (the “Term”), at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, each Investor and its Affiliates owning any shares of Common Stock shall (A) appear at such meeting or otherwise cause all shares of Common Stock held by it to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted) all shares of Common Stock held by it in favor of the Proposal and such other matters as may be necessary or advisable to consummate the transactions contemplated by the Purchase Agreement; provided that no Investor or its Affiliates shall be under any obligation hereunder with respect to any vote regarding the

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Board Increase.  During the term of this Agreement, no such Investor or its Affiliates shall transfer any shares of Common Stock prior to shareholder approval of the Proposal unless the transferee has agreed for the benefit of the Company to be bound by the provisions of this Section 7.9(c).

7.10     [Intentionally omitted].

7.11      Additional Private Placement.  Following the entry by the parties into this Agreement, the Company shall conduct a private placement of the Series A Preferred Stock (the “Additional Private Placement”), and will use commercially reasonable efforts to obtain binding commitments from third parties for the purchase of not more than Thirty Eight Million Six Hundred  Thousand Dollars ($38,600,000) in Series A Preferred Stock in such private placement; provided that such Additional Private Placement shall not be on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

7.12     Investor Director.

(a)      From and after the Closing until the conversion of the Shares, and thereafter and until the Investors no longer beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) at least 12.5% of the total outstanding Common Stock at any time (the “Nomination Right Termination”), at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board of Directors, the Company (subject to applicable law, including any fiduciary duties of the Board of Directors) shall nominate and use its commercially reasonable efforts (which shall include inserting in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board of Directors that stockholders of the Company vote in favor of each Investor Designee (defined below)) to cause the election to the Board of Directors of a slate of directors that includes one (1) individual designated in writing by the Investors for nomination for election or for appointment to the Board of Directors and approved by the Board of Directors or any responsible committee thereof (which approval shall not be unreasonably withheld) (any such individual being an “Investor Designee”); except that if the Investors beneficially own at least 25% of the total outstanding Common Stock and the size of the Board has been increased to nine (9) members, the number of Investor Designees that the Investors shall be entitled to designate shall be two (2).  To the extent that the Company’s Board of Directors or any responsible committee thereof views it as necessary or desirable that any second Investor Designee of the Investors be independent under the applicable rules of any exchange on which the Company’s capital stock is listed or for regulatory compliance purposes, the Investors shall comply with the request of the Company to designate a second Investor Designee that would be independent under such rules or regulations or, if such second Investor Designee has already been elected or appointed to the Company’s Board of Directors (an “Investor Director”), shall secure the resignation of such Investor Director and designate an Investor Designee who would be independent under such rules or regulations. 

(b)      The Investors shall notify the Company of the identity of any proposed Investor Designee, in writing, at or before the time such information is reasonably requested by the Board of Directors or any responsible committee thereof for inclusion in a proxy statement for a meeting of stockholders, and shall promptly furnish in writing all information about the Investors and such proposed Investor Designee as shall be reasonably requested by the Board of Directors or any responsible committee thereof (including, at a minimum, any information regarding such proposed Investor Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board of Directors).

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(c)       Until the Nomination Right Termination and subject to Sections 7.11(a) and (b), in the event of (i) the death, disability, removal or resignation of an Investor Director, the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint as a replacement Investor Director the Investor Designee designated by the Investors to fill the resulting vacancy, or (ii) the failure of an Investor Designee to be elected to the Board of Directors at any annual or special meeting of the stockholders of the Company at which such Investor Designee stood for election but was nevertheless not elected (such Investor Designee, an “Investor Specified Designee”), the Board of Directors (subject to applicable law, including any fiduciary duties of the Board of Directors) shall promptly appoint another Investor Designee designated by the Investors to serve in lieu of such Investor Specified Designee as an Investor Director during the term that such Investor Specified Designee would have served had such Investor Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed an Investor Director for all purposes hereunder.

(d)       The Company shall at all times provide each Investor Director (in his or her capacity as a member of the Board of Directors) with the same rights to indemnification and exculpation that it provides to the other members of the Board of Directors.  The Company acknowledges and agrees that any such obligations to indemnify or advance expenses to each Investor Director, in his or her capacity as such, for the matters covered by such obligations, shall be the primary source of indemnification and advancement of such Investor Director in connection therewith, and any obligation on the part of any Investor under any indemnification agreement to indemnify or advance expenses to such Investor Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Investor Director may collect as indemnification or advancement from the Company.  In the event that the Company fails to indemnify or advance expenses to such Investor Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor makes any payment to such Investor Director in respect of indemnification or advancement of expenses on account of such Unpaid Indemnitee Amounts, such Investor shall be subrogated to the rights of such Investor Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

(e)       The initial Investor Director shall be Arthur L. Regan.

8.          Survival and Indemnification.

8.1      Survival.  The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

8.2      Indemnification.  The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents.

8.3      Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks

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indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided,  further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.  No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation and, in the event an indemnified party controls the defense of any claim under this Section 8.3, such indemnified party may not settle such claim without the Company’s prior written consent, which will not be unreasonably withheld.

9.          Miscellaneous.

9.1      Successors and Assigns.  This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a transaction complying with applicable securities laws without the prior written consent of the Company or the other Investors.  The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.  Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares” shall be deemed to refer to the securities received by the Investors in connection with such transaction.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2      Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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9.3      Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.4      Notices.  Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier.  All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Attention: John C. Wobensmith

Fax: (646) 443-8551

With a copy to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Thomas E. Molner

Fax: (212) 715-8000

If to the Investors:

to the addresses set forth on Schedule 1 hereto.

9.5      Expenses.  The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the Investors for their reasonable and documented legal fees and related costs in connection with the transactions contemplated hereby up to a maximum of $50,000 within a reasonable time following the Closing.

9.6      Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

9.7      Publicity.  Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without

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the prior written consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance.

9.8      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

9.9      Entire Agreement.  This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

9.10     Further Assurances.  The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

9.11     Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.  Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

9.12     Independent Nature of Investors’ Obligations and Rights.  The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document.  The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor.  Nothing contained herein or in any Transaction Document, and no action taken by any Investor

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pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents.  Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.  The Company acknowledges that each of the Investors and the Other Existing Investors has been provided with the same transaction documents for the purpose of closing a transaction with multiple Persons and not because it was required or requested to do so by any Person.

9.13      Reliance by and Exculpation of Agents. 

(a)       Each Investor agrees and acknowledges that (i) none of the Agents has made, or will make, any representations or warranties with respect to the Company or the offer and sale of the Shares, and such Investor will not rely on any statements made by any Agent, orally or in writing, to the contrary; (ii) it will be responsible for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (iii) it will be purchasing Shares based on the results of its own due diligence investigation of the Company, (iv) it has negotiated the offer and sale of the Shares directly with the Company, and the Agents will not be responsible for the ultimate success of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of total loss of such investment.  Each Investor further represents and warrants to each Agent that it, including any fund or funds that it manages or advises that participates in the offer and sale of the Shares, is permitted under its constitutive documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this Agreement.  In light of the foregoing, to the fullest extent permitted by law, each Investor releases each Agent, its employees, officers, representatives and Affiliates from any liability with respect to such Investor’s participation in the offer and sale of the Shares including, but not limited to, any improper payment made in accordance with the information provided by the Company. This Section 9.13 shall survive any termination of this Agreement.  The Agents have introduced each Investor to the Company in reliance on the Investor’s understanding and agreement to this Section 9.13.

(b)       The parties agree and acknowledge that each Agent may rely on the representations, warranties, agreements and covenants of the Company contained in this Agreement and may rely on the representations and warranties of the respective Investors contained in this Agreement as if such representations, warranties, agreements and covenants, as applicable, were made directly to such Agent.  The parties further agree each Agent may rely on the legal opinions to be delivered pursuant to Section 6.1(i) hereof.

(c)       Each Investor agrees, for the express benefit of the Agents, that: no Agent, nor any of its Affiliates or any of its representatives (1) has any duties or obligations with respect to the transactions contemplated hereby other than those specifically set forth herein or in the engagement letter, to be entered into between the Company and the Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the

28

Transaction Documents; or (4) shall be liable to such Investor (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for such Agent’s own gross negligence, willful misconduct or bad faith.  Jefferies, its Affiliates and its representatives shall be entitled to be indemnified by the Company for acting as placement agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

9.14      Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

[signature page follows]  

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Company:	Genco Shipping & Trading Limited
	By:	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
	Title: Chief Financial Officer

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:

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

Apollo Franklin Partnership, L.P.

By: Apollo Franklin Management, LLC, its investment manager

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

Apollo Credit Opportunity Trading Fund III

By: Apollo Credit Opportunity Fund III LP, its general partner

By: Apollo Credit Opportunity Management III LLC, its investment manager

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

By: Apollo Credit Opportunity Fund (Offshore) III LP, its general partner

By: Apollo Credit Opportunity Management III LLC, its investment manager

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

Apollo European Credit Fund, L.P.

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

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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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

Apollo SK Strategic Investments, L.P.

By: Apollo SK Strategic Management, LLC, its investment manager

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

Apollo Special Opportunities Managed Account, L.P.

By: Apollo SVF Management, L.P.,  its investment manager

By: Apollo SVF Management GP, LLC, its general partner

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

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

[SIGNATURE PAGE TO Genco Shipping & Trading Limited PURCHASE AGREEMENT]

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SCHEDULE 1

INVESTOR COMMITMENTS

Investor	Basic Shares	Basic Subscription Amount		Basic Subscription Percentage		Backstop Shares	Backstop Commitment*		Backstop Commitment Percentage
Apollo Centre Street Partnership, L.P.	260,836	$	1,265,054.60	7.27	%	158,900	$	770,665.00	7.27	%
Apollo Franklin Partnership, L.P.	65,071	$	315,594.35	1.81	%	39,641	$	192,258.85	1.81	%
Apollo Credit Opportunity Trading Fund III	1,499,385	$	7,272,017.25	41.79	%	913,419	$	4,430,082.15	41.79	%
Apollo European Credit Fund, L.P.	194,594	$	943,780.90	5.42	%	118,546	$	574,948.10	5.42	%
AES (Lux) S.a r.l.	334,091	$	1,620,341.35	9.31	%	203,527	$	987,105.95	9.31	%
Apollo SK Strategic Investments, L.P.	134,617	$	652,892.45	3.75	%	82,008	$	397,738.80	3.75	%
Apollo Special Opportunities Managed Account, L.P.	824,281	$	3,997,762.85	22.98	%	502,148	$	2,435,417.80	22.98	%
Apollo Zeus Strategic Investments, L.P.	274,754	$	1,332,556.90	7.66	%	167,379	$	811,788.15	7.66	%
Total	3,587,629	$	17,400,000.65	100.00	%	2,185,568	$	10,600,004.80	100.00	%

*Subject to adjustment pursuant to Section 3.3.

Address for Notices:

Apollo Global Management, LLC
9 West 57th Street, 43rd Floor
New York, NY 10019
Attention:  Joseph D. Glatt
Fax:  (646) 417-6605

With a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 1002
Attention:  Gregory V. Gooding
Fax:  (212) 521-7870

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EXHIBIT A

CERTIFICATE OF DESIGNATIONS

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CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK OF

GENCO SHIPPING & TRADING LIMITED

The undersigned, John C. Wobensmith, does hereby certify:

1.        That he is the duly elected and acting President and Secretary of Genco Shipping & Trading Limited a Marshall Islands corporation (the “Company”).

2.        That pursuant to the authority conferred by the Company’s Second Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors on [__________], 2016 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the Company by the Articles of Incorporation, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

Section 1. Designation and Amount.  The shares of such series shall be designated as “Series A Preferred Stock”.  The  Series A Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 27,061,856, which number the Board may from time to time increase or decrease (but not below the number then outstanding).  The Series A Preferred Stock shall have a liquidation preference of $4.85 per share (the “Liquidation Preference”).

Section 2. Ranking.  The Series A Preferred Stock shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company, (a) senior to the common stock, par value $0.01 per share, of the Company (the “Common Stock”), whether now outstanding or hereafter issued, and to each other class or series of stock of the Company (including any series of preferred stock established after [___________], 2016 (the “Issue Date”) by the Board of Directors) the terms of which do not expressly provide that such class or series ranks senior to, or paripassu, with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Junior Stock”); (b) paripassu with each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks paripassu with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Parity Stock”); and (c) junior to each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Senior Stock”). The Company’s ability to issue Capital Stock that ranks pari passu with or senior to the Series A Preferred Stock shall be subject to the provisions of Section 5.

Section 3. Dividends.  (a) Holders of shares of Series A Preferred Stock shall be entitled to cumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of the assets of the Company legally available therefor, and shall be payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the

35

Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible.

For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”).

Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue or be payable in respect of shares initially issued any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Company in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor.  Any shares issued to such Holders shall bear the Stockholder Approval Legend.

(b) Payment of Dividends. The Company may make each dividend payment on the Series A Preferred Stock either (i) in cash (or, if applicable, in the same form as such dividend is paid to holders of Common Stock) or (ii) at the Company’s option, by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid (or, in the case of a non-cash distribution, having an aggregate Liquidation Preference equal to the fair market value of such dividend (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution)). Each fractional share of Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accumulating with respect to each outstanding share of Series A Preferred Stock pursuant to Section 3, and all such dividends with respect to such outstanding fractional shares shall accumulate (whether or not declared) and shall be payable in the same manner and at such times as provided for in Section 3 with respect to dividends on each outstanding share of Series A Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any dividends or payment that may be in arrears.

(c) Payment Restrictions. No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior

36

Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all accrued and unpaid dividends shall have been or contemporaneously are declared and paid (in cash or in kind), or are declared and a sum of cash sufficient for the payment thereof is set apart for such payment, on the Series A Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid prorata so that the aggregate amounts of dividends declared per share on, and the amounts of such dividends declared in cash or in kind, as applicable, per share on, the Series A Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Stock bear to each other.

Section 4. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible.

None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph.

In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled.

After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

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Section 5. Voting Rights.

(a) The Holders of shares of Series A Preferred Stock will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 5.

(b) So long as any Series A Preferred Stock is outstanding, in addition to any other vote of stockholders of the Company required under applicable law or the Articles of Incorporation, the affirmative vote or consent of  the Holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class, will be required (i) for any amendment of the Articles of Incorporation if the amendment would alter or change the powers, preferences, privileges or rights of the Holders so as to affect them adversely, (ii) to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Stock or Senior Stock, or (iii) to reclassify any authorized stock of the Company into any Parity Stock or Senior Stock, or any obligation or security convertible into or evidencing a right to purchase any Parity Stock or Senior Stock. No such vote shall be required for the Company to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Junior Stock.

Section 6. Conversion.  

(a) Mandatory Conversion. Effective as of the close of business on the Stockholder Approval Date, with respect to the shares of Series A Preferred Stock of a Holder, such Holder’s shares of Series A Preferred Stock shall automatically, without any action of such Holder, convert into a number of shares of Common Stock equal to the aggregate Liquidation Preference of such shares of Series A Preferred Stock divided by the Conversion Price then in effect (such quotient, the “Conversion Shares”).

(b) In addition, effective as of the close of business on the Stockholder Approval Date, a Holder of Series A Preferred Stock shall be entitled to receive, at the election of the Company, either (i) cash in an amount equal to the then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder or (ii) a number of shares of Common Stock equal to the amount of any then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder divided by the Conversion Price then in effect (such quotient, the “Dividend Shares”).

No Holder may convert shares of Series A Preferred Stock other than pursuant to Section 6(a).

(c) Conversion Procedures.  

(i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f).

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(ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3.

(iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion.

(iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Section 7. Settlement upon Conversion. The Company shall satisfy its obligation to deliver Conversion Shares and, if applicable, Dividend Shares (or such other class or series of securities into which the Series A Preferred Stock is then convertible) upon conversion of Series A Preferred Stock by delivering to each Holder surrendering shares of Series A Preferred Stock for conversion a number of shares of Common Stock (or such other class or series of securities into which the Series A Preferred Stock is then convertible) equal to the number of Conversion Shares and, if applicable, Dividend Shares to which such Holder is entitled pursuant to Section 6 (provided that the Company will deliver cash in lieu of fractional shares), as soon as practicable after the third Trading Day (but in no event later than the fifth Business Day) following the Stockholder Approval Date. In the event the Company elects to pay cash pursuant to Section 6(b)(i), such cash payment shall be made on the same date.

Section 8. Anti-dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments from time to time:

(i) Stock Dividends. In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Conversion Price, as in effect at the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such dividend or other distribution, shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or other distribution pursuant to Section 3.

(ii) Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares

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of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided,  further,  however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

(iii) Stock Splits, Reverse Splits and Combinations. In case outstanding shares of Common Stock shall be subdivided, split or reclassified into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split, reclassification or combination becomes effective.

(iv) Debt, Asset or Security Distributions.

(A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior

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to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(v) Tender Offers. In the case that a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended through the expiration thereof) shall require the payment to stockholders of the Company (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of aggregate consideration having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) per share of Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then, immediately prior to the opening of business on the day after the date of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as amended through the expiration thereof), the Conversion Price shall be reduced by multiplying the Conversion Price immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to the product of (x) the Market Value on the date of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time, and (B) the denominator of which shall be equal to (x) the product of (I) the Market Value on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares validly tendered or exchanged, not withdrawn and accepted for payment on the date of the Expiration Time (such validly tendered or exchanged shares, up to any such maximum, being referred to as the “Purchased Shares”) plus (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders of the Company pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares).

(b) De minimis Adjustments. Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Price then in effect. Any lesser

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adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall result in an increase or decrease of at least 1.0% of such Conversion Price. No adjustment under this Section 8 shall be made if such adjustment will result in a Conversion Price that is less than the par value of the Common Stock.

(c) Tax-Related Adjustments. The Company may make such reductions in the Conversion Price, in addition to those required by this Section 8, as the Board of Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction in the Conversion Price.

(d) Stockholder Rights Plans. Upon conversion of the Series A Preferred Stock, to the extent that the Holders receive Common Stock, such Holders shall receive, in addition to the shares of Common Stock, the rights issued under any future stockholder rights plan the Company may establish whether or not such rights are separated from the Common Stock prior to conversion. A distribution of rights pursuant to any stockholder rights plan will not result in an adjustment to the Conversion Price pursuant to Section 8(a)(ii) or 7(a)(iv), provided that the Company has provided for the Holders to receive such rights upon conversion.

(e) Notice of Adjustment. Whenever the Conversion Price is adjusted in accordance with this Section 8, the Company shall (i) compute the Conversion Price in accordance with this Section 8 and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to this Section 8 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the Transfer Agent shall provide a written notice to the Holders of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the adjusted Conversion Price.

(f) Reversal of Adjustment. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(g) Exceptions to Adjustment. The applicable Conversion Price shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

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(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

(iv) upon the issuance of any shares of Common Stock or any other security of the Company in connection with acquisitions of assets or securities of another Person, including with respect to any merger or consolidation or similar transaction;

(v) for a change in the par value of the Common Stock; or

(vi) for accrued and unpaid dividends on the Series A Preferred Stock.

Section 9. Recapitalizations, Reclassifications and Changes in the Company’s Stock. In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or any sale or other disposition to another Person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a “Transaction”), upon conversion of its shares of Series A Preferred Stock, a Holder will be entitled to receive the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Transaction, after giving effect to any adjustment event or, in the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Transaction, the weighted average of the forms and amounts of consideration received by the holders of the Common Stock. In the event that at any time, as a result of an adjustment made pursuant to this Certificate of Designations, the Holders shall become entitled upon conversion to any securities other than, or in addition to, shares of Common Stock, thereafter the number or amount of such other securities so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock set forth in this Certificate of Designations.

Section 10. Consolidation, Merger and Sale of Assets.

(a) The Company, without the consent of the Holders, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Company (any of the foregoing, “Reorganization”); provided,  however, that the shares of Series A Preferred Stock will become the kind and amount of securities of such successor, transferee or lessee, cash and other property receivable by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Reorganization, having in respect of such successor, transferee or lessee the same power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon.

(b) Upon any consolidation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Company as described in Section 10(a), the successor resulting from such consolidation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the shares of Series A Preferred Stock, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Series A Preferred Stock.

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Section 11. Notices.

(a) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders by issuing a press release, rather than directly to Holders, the Company shall do so in a public medium that is customary for such press release.  In such cases, publication of a press release through GlobeNewswire, Inc. shall be considered sufficient to comply with such notice obligation.

(b) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders without specifying the method of giving such notice, the Company shall do so by sending notice via first class mail or by overnight courier to the Holders of record as of a reasonably current date.

Section 12. Transfer of Securities.

(a) The shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”) have not been registered under the Securities Act or any other applicable securities laws and may not be offered or sold except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from registration under the Securities Act and any other applicable securities laws, or in a transaction not subject to such laws. The Common Stock issuable upon conversion of the Series A Preferred Stock will have the benefit of certain registration rights under the Securities Act pursuant to the Registration Rights Agreement entered into by the Company and the Holders on [__________], 2016, a copy of which may be obtained from the Company by writing to it at Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor, New York, NY 10171, Attention: Secretary.

(b) Shares of Common Stock issued upon a conversion of the shares of Series A Preferred Stock bearing the Restricted Stock Legend, prior to the first anniversary of the Issue Date, shall bear a restricted common stock legend that corresponds to the Restricted Stock Legend (the “Restricted Common Stock Legend”).

Section 13. Certain Tax Matters. The Company shall be entitled to deduct and withhold from any payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration deliverable to a Holder of a share of Series A Preferred Stock, any amounts required to be deducted or withheld under applicable U.S. federal, state, local or foreign tax laws with respect to such payment or issuance. In the event the Company paid withholding taxes to a governmental authority in respect of any amount treated as a distribution on a share of Series A Preferred Stock, the Company shall be entitled to deduct any such taxes from any subsequent payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration otherwise deliverable to a Holder of a share of Series A Preferred Stock.

Section 14. Definitions.  

(a)  “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person,

(b) “Board of Directors” has the meaning set forth in the first paragraph of this Certificate of Designations.

(c) “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Transfer Agent.

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(d) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in the City of New York are authorized or required by law or executive order to close.

(e) “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

(f) The “Closing Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market. In the absence of such a quotation, the Closing Sale Price of the Common Stock will be an amount determined in good faith by the Board of Directors to be the fair market value of such Common Stock, and such determination shall be conclusive.

(g) “Common Stock” has the meaning set forth in Section 2.

(h) “Company” has the meaning set forth in the first paragraph of this Certificate of Designations.

(i) “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(j) “Conversion Price” shall initially equal $4.85 per share of Common Stock, and shall be subject to adjustment as set forth in Section 8.

(k) “Conversion Shares” has the meaning set forth in Section 6(a).

(l) “Dividend Payment Date” has the meaning set forth in Section 3(a).

(m) “Dividend Record Date” has the meaning set forth in Section 3(b).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Expiration Time” has the meaning set forth in Section 8(a)(v).

(p) “Holder” means the Person in whose name a share of Series A Preferred Stock is registered.

(q) “including” means “including, without limitation”.

(r) “Initial Public Offering” means, in the event of a Spin-off, the first time securities of the same class or type as the securities being distributed in the Spin-off are bona fide offered to the public for cash.

(s) “Issue Date”  has the meaning set forth in Section 2.

(t) “Junior Stock” has the meaning set forth in Section 2.

(u) “Liquidation Preference” has the meaning set forth in Section  1.

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(v) “Market Value” means, with respect to any date of determination, the average Closing Sale Price of the Common Stock for a five consecutive Trading Day period preceding the earlier of (i) the day preceding the date of determination and (ii) the day before the “ex date” with respect to the issuance or distribution requiring such computation. For purposes of this definition, the term “ex date” when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market, without the right to receive the issuance or distribution.

(w) “Meeting End Date” shall mean seventy-five days after the Issue Date.

(x) “Officer” means the President, Chief Executive Officer, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company. 

(y) “Officer’s Certificate” means a certificate signed by two Officers.

(z) “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Company.

(aa) “Parity Stock” has the meaning set forth in Section 2.

(bb) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

(cc) “Purchased Shares” has the meaning set forth in Section 8(a)(v).

(dd) “Registration Rights Agreement” means the Registration Rights Agreement, dated as of [_________], 2016, by and among, the Company and the Purchasers (as defined therein) set forth on the signature page thereto.

(ee) “Reorganization” has the meaning set forth in Section 10(a).

(ff) “Restricted Common Stock Legend” has the meaning set forth in Section 12(b).

(gg) “Restricted Stock Legend” means a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(hh) “Securities” has the meaning set forth in Section 12(a).

(ii) “Securities Act” means the Securities Act of 1933, as amended.

(jj) “Senior Stock” has the meaning set forth in Section 2.

(kk) “Series A Preferred Stock” has the meaning set forth in Section 1.

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(ll) “Spin-off” means a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company.

(mm) “Stockholder Approval” means the stockholder approval of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.

(nn) “Stockholder Approval Date” means the date on which the Stockholder Approval is obtained.

(oo) “Stockholder Approval Legend” means a legend to the following effect: 

THE SHAREHOLDER TO WHOM THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IS CONTRACTUALLY OBLIGATED TO VOTE IN IN FAVOR OF ANY PROPOSAL MADE AT A MEETING OF STOCKHOLDERS OF THE COMPANY IN ORDER TO EFFECT THE STOCKHOLDER APPROVAL AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PREFERRED STOCK OF GENCO SHIPPING & TRADING LIMITED.  NO DIVIDENDS SHALL ACCRUE OR BE PAYABLE IN RESPECT OF SUCH SHARES IF THE SHAREHOLDER FAILS SO TO VOTE IN FAVOR.

(pp) “Subsidiary” of any Person means any other Person (i) more than 50% of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such other Person are, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists, or (ii) which does not have outstanding shares or securities with such right to vote, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest representing the right to make the decisions for such other Person is, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists.

(qq) “Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange.

(rr) “Transaction” has the meaning set forth in Section 9.

(ss) “Transfer Agent” means Computershare Trust Company, N.A. unless and until a successor is selected by the Company, and then such successor.

(tt) “Triggering Event” means a specified event the occurrence of which entitles the holders of rights, options or warrants to exercise such rights, options or warrants.

Section 15. Miscellaneous.  

(a) The Liquidation Preference and any dividend rate set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series A Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (and such determination shall be conclusive).

(b) For the purposes of Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

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(c) If the Company shall take any action affecting the Common Stock, other than any action described in Section 8, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders, then the Conversion Price for the Series A Preferred Stock may be adjusted, to the extent permitted by law, in such manner, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(d) The Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock for the purpose of effecting conversion of the Series A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series A Preferred Stock not theretofore converted. For purposes of this Section 15(d), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(e) Any shares of Common Stock issued upon conversion of the Series A Preferred Stock shall be duly and validly issued and fully paid and nonassessable, free from preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof, except for transfer restrictions imposed by applicable securities laws and the Registration Rights Agreement.

(f) The Company shall pay all transfer, stamp and other similar taxes due with respect to the issuance or delivery of shares of Common Stock or other securities or property upon conversion of the Series A Preferred Stock; provided,  however, that the Company shall not be required to pay any tax that may be payable with respect to any transfer involved in the issuance or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of the Series A Preferred Stock to be converted, and the Holder shall be responsible for any such tax.

(g) The Series A Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Company.

(h) The Series A Preferred Stock shall not be subject to redemption.

(i) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(j) Series A Preferred Stock may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of Holders of Series A Preferred Stock.

(k) Subject to applicable escheat laws, any monies set aside by the Company in respect of any payment with respect to shares of the Series A Preferred Stock, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Company, after which reversion the Holders of such shares shall look only to the general funds of the Company for the payment thereof. Any interest accumulated on funds so deposited shall be paid to the Company from time to time.

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(l) Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designations or the Articles of Incorporation.

(m) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(n) If any of the voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

(o) Shares of Series A Preferred Stock that (i) have not been issued on or before the Issue Date or (ii) have been issued and reacquired in any manner, including shares of Series A Preferred Stock purchased or converted, shall (upon compliance with any applicable provisions of Business Corporations Act of the Republic of the Marshall Islands) have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company; provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.

(p) If any of the Series A Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Company and the Transfer Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed this _____ day of ________, 2016.

John C. Wobensmith

President and Secretary

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EX-10.21

Exhibit 10.21

EXECUTION VERSION

NORDEA BANK FINLAND PLC, NEW YORK BRANCH 1211 Avenue of the Americas, 23rd Floor New York, New York 10036	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) Kungsträdgårdsgatan 8, 106 40, Stockholm, Sweden	DVB BANK SE Platz der Republik 6 0325 Frankfurt, Germany
ABN AMRO CAPITAL USA LLC 100 Park Avenue, 24th Floor New York, New York 10017	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9 quai du Président Paul Doumer 92920 Paris, France	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT Adolphsplatz 7 D-20457 Hamburg, Germany

CRÉDIT INDUSTRIEL ET COMMERCIAL 520 Madison Avenue, New York, New York 10022 BNP PARIBAS 16 rue du Hanovre 75002 Paris, France

CONFIDENTIAL

October  6 , 2016

Genco Shipping & Trading Limited

299 Park Avenue

New York, NY 10171-0002

Attention: John C. Wobensmith

Re:      Second Amended and Restated Commitment Letter – up to $400,000,000 Credit Facility

Ladies and Gentlemen:

You have informed Nordea Bank Finland plc, New York Branch (“Nordea”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), DVB Bank SE (“DVB”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Deutsche Bank AG Filiale Deutschlandgeschäft (“DB”), Crédit Industriel et Commercial (“CIC”) and BNP Paribas (“BNPP” and together with Nordea, SEB, DVB, ABN, CA-CIB, DB and CIC, the “Mandated Lead Arrangers”, “we” or “us”) that Genco Shipping & Trading Limited, a company incorporated in the Republic of the Marshall Islands (the “Borrower” and, together with its subsidiaries, the “Group”), intends to refinance certain existing indebtedness of the Borrower and its subsidiaries pursuant to the Existing Credit Facilities (as defined in the Summary of Indicative Terms and Conditions attached hereto as Schedule I (the “Term Sheet”)) with the proceeds of a senior secured term loan facility in the aggregate principal amount of up to $400,000,000 (the “Credit Facility”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Term Sheet.

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Please note that those matters that are not covered (i) herein (this commitment letter, together with the Term Sheet, the “Commitment Letter”), (ii) in the arrangement fee letter dated as of June 8, 2016 among the Mandated Lead Arrangers and the Borrower (the “Arrangement Fee Letter”), (iii) in the agency fee letter dated as of June 8, 2016 between Nordea and the Borrower (such agency fee letter, together with the Arrangement Fee Letter, the “Fee Letters”) or (iv) in the ABN side letter dated as of June 8, 2016 among the Mandated Lead Arrangers and the Borrower (such side letter, together with the Commitment Letter and the Fee Letters, the “Commitment Documents”) are subject to mutual agreement of the parties hereto or thereto, as applicable.  The terms and conditions of the Commitment Documents may be modified only in writing signed by each of the parties hereto or thereto, as applicable.  Notwithstanding the foregoing, the parties hereto agree that the Commitment Documents set forth in clauses (ii), (iii) and (iv) above shall be deemed to have been amended as of the date hereof to refer to this amended and restated Commitment Letter. 

1.         Commitment.

Subject to the terms and conditions set forth in the Commitment Documents, each of Nordea, SEB, DVB, ABN, CA-CIB, DB, CIC and BNPP (each an “Lender” and together, the “Lenders”), is pleased to confirm its (or its affiliate’s) commitment to provide the portion of the Credit Facility set out below (the “Commitments”):

Lender	Commitment
SEB	$	105,718,816.06
DVB	$	86,506,765.22
Nordea	$	63,983,645.09
ABN	$	48,848,243.22
CA-CIB	$	41,257,162.85
DB	$	24,378,400.42
CIC	$	17,356,770.53
BNPP	$	11,950,196.62
Total	$	400,000,000.00

In addition, subject to the terms and conditions set forth in the Commitment Documents (a) each Mandated Lead Arranger is pleased to confirm its agreement to act as a lead arranger and bookrunner for the Credit Facility and (b) Nordea is pleased to confirm its commitment to act as sole administrative agent (in such capacity, the “Administrative Agent”), collateral agent (in such capacity, the “Collateral Agent”) and co-ordinator (in such capacity, the “Co-ordinator”) for the Credit Facility. The Co-ordinator, Mandated Lead Arrangers, Lenders, Administrative Agent and Collateral Agent are herein collectively referred to as the “Commitment Parties”.

The obligations of the Commitment Parties under this Commitment Letter are several but not joint.  No Commitment Party is responsible for the obligations of any other Commitment Party.  The failure by a Commitment Party to exercise any rights hereunder shall not prejudice the rights of any other Commitment Party hereunder.

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Each Lender reserves the right, in its sole discretion, to assign its commitment hereunder to any of its affiliates, and any office or branch of any of its affiliates, as it deems appropriate to consummate the transactions contemplated hereby.

2.         Titles and Roles.

The parties hereto understand and agree, between themselves, that each Mandated Lead Arranger shall be entitled to receive league table credit for acting as a Mandated Lead Arranger.

You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters) will be paid in connection with the Credit Facility unless the Co-ordinator shall so agree, although the Co-ordinator shall be permitted to designate (after consultation with you) one or more Lenders as agents, co-agents or co-arrangers, as the case may be, with respect to the Credit Facility, which Lenders shall have such titles as may be determined by the Co-ordinator (after consultation with you).

3.         Other Services.

Subject to confidentiality limitations, nothing contained herein shall limit or preclude any Mandated Lead Arranger or any of its affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you or any of your affiliates, or any other party that may have interests different than or adverse to such parties.

You acknowledge and agree that each Mandated Lead Arranger: (a) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies with which you or your affiliates may have conflicting interests regarding the Transactions and otherwise; (b) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other companies; and (c) has no obligation in connection with the Transactions to use, or to furnish to you or your affiliates or subsidiaries, confidential information obtained from other companies or entities.  The Mandated Lead Arrangers shall use confidential information obtained from you or your affiliates by virtue of the Transactions or its other relationships with you solely for the purpose contemplated by this Commitment Letter and shall not furnish any such information to any other companies or entities except as permitted hereby or under the terms of the definitive Credit Documentation. 

In connection with all aspects of the Transactions, you acknowledge and agree that: (a) the Credit Facility and any related arranging or other services contemplated in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Mandated Lead Arrangers, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Credit Facility; (b) in connection with the process leading to the Credit Facility, each Mandated Lead Arranger is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party; (c) the Mandated Lead Arrangers have not assumed nor will they, singly or together, assume an advisory, agency or

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fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Mandated Lead Arranger has advised or is currently advising you or your affiliates on other matters) and the Mandated Lead Arrangers have no obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in this Commitment Letter; (d) the Mandated Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and the Mandated Lead Arrangers shall not have any obligation to disclose any of such interests; and (e) the Mandated Lead Arrangers have not provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have as of the date hereof against each of the Mandated Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty.

Each Mandated Lead Arranger reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Mandated Lead Arranger in such manner as it and its affiliates may agree in their sole direction.  You acknowledge that the Mandated Lead Arrangers may share with any of their respective affiliates, and such affiliates may share with such Mandated Lead Arranger, any information related to the Transactions, you and the Borrowers (and your and their respective affiliates), or any of the matters contemplated hereby.  You also acknowledge that the Mandated Lead Arrangers do not have any obligation to use in connection with the Credit Facility, or to furnish to you, confidential information obtained by them from any third party.

4.         Representations and Warranties; Information.

Until the Closing Date, you agree to actively assist and cooperate (and to use your commercially reasonable efforts to cause all necessary persons to assist and cooperate) with the Mandated Lead Arrangers in connection with the Credit Facility.  Such assistance shall include, without limitation, providing any Mandated Lead Arranger and any Lenders, promptly upon request, with all information reasonably deemed necessary by any Mandated Lead Arranger or any Lender to successfully consummate the Credit Facility, including, but not limited to, projections and all information prepared by you or your affiliates or advisors relating to the Credit Facility.

The Commitments shall automatically terminate if you, prior to the Closing Date, make any payment, repayment or prepayment (other than (i) any scheduled interest and  amortization payments to be made on or prior to November 15, 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii)  any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount (it being understood that any such payment will reduce the Maximum Hayfin Prepayment Amount) and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Required Lenders (as defined in the Term Sheet)) of any principal of a loan or advance under any of the Existing Credit Facilities or Other Credit Agreements or create any security or give any guarantee or other commitment or credit support (or procure or allow any of your affiliates to do so) in favor of any lender or creditor of any member of the Group.

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You represent, warrant and covenant that to the best of your knowledge (i) no written information which has been or is hereafter furnished by you or on your behalf in connection with the Group or the Credit Facility and (ii) no other information given at information meetings and supplied or approved by you (such written information and other information being referred to herein collectively as the “Information”), in each case taken as a whole and as supplemented from time to time contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any misstatement of fact or omitted (or will omit) as of such time to state any fact necessary to make the statements therein taken as a whole not materially misleading, in the light of the circumstances under which they were (or hereafter are) made; provided that, with respect to Information consisting of statements, estimates and projections regarding the future performance of the Group (collectively, the “Projections”), no representation, warranty or covenant is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof, it being understood that any such financial projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any particular financial projections will be realized, that actual results may differ significantly from the projected results and that such differences may be material.  You agree to supplement the Information and the Projections from time to time until the date of the borrowing under the Credit Facility, as reasonably appropriate, so that the representations and warranties in the preceding sentence remain correct.  You understand that, in providing its commitment hereunder, each of the Mandated Lead Arrangers will use and rely on the Information and the Projections without independent verification thereof.

5.         Conditions Precedent.

Each Mandated Lead Arranger’s and Lender’s willingness to provide its Commitment hereunder is subject to the satisfaction or waiver of the following: (a) compliance by you with the terms of the Commitment Letter and the Fee Letters; (b) since December 31, 2015, there not occurring or becoming known to the Mandated Lead Arrangers any condition or circumstance, which the Mandated Lead Arrangers or the Required Lenders (as defined in the Term Sheet) shall determine has had, or could reasonably be expected to have, a material adverse effect on the Transactions or on the business, property, assets, condition (financial or otherwise) or prospects of (x) the Collateral Vessels (as defined in the Term Sheet), (y) the Borrowers and the Guarantors (as defined in the Term Sheet) taken as a whole or (z) the Group taken as a whole (each, a “Material Adverse Effect”); (c) the Mandated Lead Arrangers not becoming aware (whether as a result of their due diligence analyses and review or otherwise) after the date hereof of any information not previously known to the Mandated Lead Arrangers which is materially negative information with respect to the Transactions or the business, property, assets, condition (financial or otherwise) or prospects of the Collateral Vessels, the Borrowers and the Guarantors taken as a whole, or the Group taken as a whole, or which is inconsistent in a material adverse manner with any such information or other matter disclosed to the Mandated Lead Arrangers prior to the date hereof, whether prior to or after the date of the making of any initial loans under the Credit Facility; (d) the negotiation, execution and delivery of a definitive credit agreement evidencing the Credit Facility (together with related financing and security documentation, the “Credit Documentation”) by the Borrower and each Guarantor reflecting and consistent with the terms and conditions set forth in the Term Sheet and otherwise reasonably satisfactory to the Borrower and the Lenders and the satisfaction or waiver of the other conditions precedent

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contained therein; (e) the completion of the “onboarding” process described in the last paragraph of the Term Sheet under the heading “IMPORTANT NOTICE” to the satisfaction of each lender; and (f) the other conditions set forth or referred to in the Conditions Precedent section of the Term Sheet.  Failure to satisfy the conditions set forth in this paragraph on or prior to 11:59 p.m., New York City time, on November 15, 2016 shall result in an automatic termination of this Commitment Letter and the Commitments of each Lender set forth herein.

6.         Expenses; Indemnification.

To induce the Commitment Parties to issue this Commitment Letter and, if relevant, to commence their coordination of the syndication efforts with you, you hereby agree that all fees and expenses (including the reasonable fees, value-added tax and expenses of counsels to the Mandated Lead Arrangers (including counsels to the Mandated Lead Arrangers identified in the Term Sheet and any local counsel in any relevant jurisdiction, it being acknowledged that the Mandated Lead Arrangers and Lenders shall, in the aggregate, use the same counsel) and consultants and travel expenses) of the Commitment Parties and their respective affiliates arising in connection with this Commitment Letter and in connection with the Credit Facility and other transactions described herein (including in connection with our due diligence) shall be for your account (and that you shall from time to time upon request from the Commitment Parties reimburse them and their affiliates for all such fees and expenses paid by them), whether or not all or any portion of the Credit Facility is made available or definitive Credit Documentation is executed.  You further agree to indemnify and hold harmless the Commitment Parties and each other agent or co-agent (if any) designated by Co-ordinator with respect to the Credit Facility (each, an “Agent”), each Lender and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Agent, any Lender or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Credit Facility or this Commitment Letter and, upon demand, to pay and reimburse each Agent, each Lender and each other Indemnified Person for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Lender or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided,  however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability (i) to the extent same resulted from the gross negligence or willful misconduct of the respective Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (ii) to the extent resulting from any dispute not involving an act or omission by you or any of your affiliates and solely among Indemnified Persons (other than any claims against any Agent solely in its capacity as Mandated Lead Arranger, Administrative Agent, Co-ordinator, arranger or other similar role under the Credit Facility).  This Commitment Letter is issued for your benefit only and no other person or entity may rely thereon.  Neither the Agents nor any other Indemnified Person shall be responsible or liable to you or any other person for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) any consequential, indirect or punitive damages which may be alleged as a result of this Commitment Letter or the financing

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contemplated hereby. You also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Credit Facility, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct.  No Indemnified Person shall be liable to you, your affiliates or any other person for any damages arising from the use by others of materials obtained by electronic means, except to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person (or any of its related parties) in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. 

You shall not, without the prior written consent of each Indemnified Person affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnified Person to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Person and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

7.         Confidentiality.

You agree that this Commitment Letter is for your confidential use only and that, unless each of us has otherwise consented, neither its existence nor the terms hereof will be disclosed by you to any person or entity other than your officers, directors (including observers at your board of director meetings), employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the related Fee Letters to us as provided below (i) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of any Agent and Mandated Lead Arranger and of the terms of the Term Sheet and (ii) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required by law, regulation, compulsory legal process or as requested by a governmental authority or pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, in the opinion of your counsel, to make.  If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter and any Fee Letter (and any copies hereof) to the undersigned.

8.         Waivers.

Subject to the terms and conditions set forth herein (a) from and after the Commitment Letter Effective Date (as defined below), until the occurrence of a Waiver Termination Event (as defined below), except in respect of a Change of Control Trigger Event as defined in Schedule II (which waivers of such Change of Control Trigger Event shall continue indefinitely), each Lender, in its capacity as a lender and/or agent under the applicable Existing Credit Facilities hereby agrees to waive compliance with those covenants and other provisions under the Existing Credit Facilities and related security documents and guarantees (collectively, the “Existing Credit Documentation”) expressly identified in Schedule II to this Commitment

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Letter (the “Specified Covenants”) and (b) from and after the date hereof until the occurrence of a Waiver Termination Event (such period, the “Liquidity Waiver Period”), each Lender, in its capacity as a lender and/or agent under the Existing Credit Facilities to which it is a party hereby agrees, notwithstanding anything to the contrary set forth in the Existing Credit Facilities, that the amount of cash and cash equivalents required to comply with the Specified Liquidity Covenants (as defined in Schedule II) shall be the remainder of (x) the amount per vessel (howsoever defined) set forth in the applicable Existing Credit Facilities minus (y) the amount up to $250,000 per vessel (howsoever defined in the applicable Existing Credit Facilities) which amount in this clause (y) shall only be permitted to be withdrawn by the Group during the Liquidity Waiver Period to pay expenses then due and payable to the extent that the making of such payment would result in the Group having less than the sum of (A) $41,250,000 of cash and cash equivalents (being the sum of the required amounts under all Specified Liquidity Covenants in the aggregate under the Existing Credit Facilities and similar covenants under the Other Credit Agreements) and (B) the amount of the Debt Service Reserve (as defined in Existing Facility VI); provided that (i) an officer of the Company sends an email to the deposit account banks certifying the aggregate amount of expenses to be paid and the pro rata per account amount to be withdrawn, (ii) the Group shall be required to continue to comply with all cash management and other requirements under the Existing Credit Facilities with respect to prepayments and deposit of earnings and (iii) in no event shall the Group be entitled to withdraw more than $10,000,000 in the aggregate during the Liquidity Waiver Period pursuant to clause (y) above.

For purposes hereof, “Waiver Termination Event” shall mean the earliest to occur of the following:

(i)        11:59 p.m., New York City time, on November 15, 2016;

(ii)       the date on which any member of the Group shall make a payment, repayment or prepayment (other than (i) any scheduled interest and amortization payments to be made on or prior to 11:59 p.m., New York City time, on November 15, 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount  and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Co-ordinator) of any principal of a loan or advance under any of the Existing Credit Facilities or Other Credit Agreements or create any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favor of any lender or creditor of any member of the Group;

(iii)     the occurrence of any event of default under any Existing Credit Facility or Other Credit Agreement that is not otherwise waived or subject to a forbearance;

(iv)      any enforcement action in respect of collateral or acceleration of obligations is taken under any Existing Credit Facility or Other Credit Agreement;

(v)       the cash and cash equivalents of the Borrower and its subsidiaries shall be less than $25,000,000; and

(vi)any of the Purchase Agreements shall cease to be in full force and effect or any party thereto shall deny or disaffirm such party’s obligations thereunder.

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Upon the occurrence of the Waiver Termination Event the waiver of the Specified Covenants shall automatically terminate without the requirement of any demand, presentment, protest or motion of any kind, all of which are hereby waived by the Borrower.

The Borrower hereby agrees that, upon the occurrence of the Waiver Termination Event, the Lenders may at any time, or from time to time, in their sole and absolute discretion, exercise against any obligor under any Existing Credit Document (and its properties) any or all of their rights, remedies, powers and privileges under any and all, as the case may be, the Existing Credit Documents or any other instrument or agreement referred therein, under applicable law or otherwise, with respect to any Specified Covenant, any Waiver Termination Event or any other event of default or event that could reasonably be expected to lead to an event of default that the Lenders may become aware of hereafter or that may occur from time to time hereafter, all of which rights, remedies, powers and privileges are fully reserved by each Lender.

The waiver of the Specified Covenants on the terms set forth in this Section 8 (the “Waiver”) shall be effective only to the extent specifically set forth herein and the Debtors acknowledge and agree that nothing in this Commitment Letter, including the Waiver, and no actions undertaken by any Lender in connection herewith or in connection with the Credit Facility shall in any way (a) be construed as a waiver of any payments required to be made under any Existing Credit Document (including, but not limited to, payments of any principal, interest and fees) or a waiver of any breach or default other than as specifically waived or modified herein, (b) affect the right of any Lender under any Existing Credit Document to demand compliance by any obligor thereunder with all terms and conditions of such Existing Credit Document, except as specifically modified or waived by the Waiver, (c) be deemed a waiver of any transaction or future action on the part of any obligor under any Existing Credit Document requiring any Lenders’ or the required Lenders’ consent or approval under such Existing Credit Document (except as contemplated by the Waiver), or (d) except as waived or modified hereby, be deemed or construed to be a waiver or release of, or a limitation upon, any Lender’s (under its capacity as administrative agent, the security agent or the lenders under any Existing Credit Document) exercise of any rights or remedies under such Existing Credit Document, including without limitation rights to take enforcement actions, whether arising as a consequence of any event of default or event which could reasonably be excepted to lead to an event of default, which may now exist or otherwise, under any Existing Credit Document, all such rights and remedies hereby being expressly reserved.

The Borrower further agrees that except to the extent subject to the Waiver set forth herein (y) it will not use the existence of this Commitment Letter or any Fee Letter or any actions taken by any Lender in connection with the Credit Facility as a basis to assert any claims or defenses of any kind or nature against any Lender in connection with its respective rights and remedies under any Existing Credit Document, including without limitation any Lender’s rights to take enforcement actions, and (z) they hereby waive any and all such claims or defenses.

The Borrower further agrees to provide weekly updates of its progress with respect to the transactions related to the Equity Contribution, and the Borrower and its Subsidiaries’ financial performance, including without limitation, their consolidated cash balances and projected cash position on a monthly basis until December 31, 2016.

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The Borrower further acknowledges that the Lenders are entitled to receive, have received and may continue to receive information regarding the Group under or in connection with the Existing Credit Documents.  The Debtors agree that nothing in this Commitment Letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Existing Credit Documents.

The Borrower hereby represents and warrants that after giving effect to this Commitment Letter (i) the representations and warranties of the obligors set forth in the each of the Existing Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (ii) after giving effect to the Waiver, no event has occurred and is continuing which constitutes a default or event of default under any Existing Credit Document or which could reasonably be expected to lead to an event of default.

The Borrower (a) affirms all of its obligations under each Existing Credit Document as modified hereby and (b) agrees that this Commitment Letter and all documents executed in connection herewith do not operate to reduce or discharge its obligations any Existing Credit Document.

9.         Effectiveness.

Each Mandated Lead Arranger’s and Lender’s willingness to provide its Commitment and each of the Waivers hereunder shall not be effective until the date (the “Commitment Letter Effective Date”) on which each of the following conditions is satisfied:

(a)        This Commitment Letter and the related Fee Letters are executed and delivered by each party thereto (including the Borrower); and

(b)        The Administrative Agent shall have received true, complete and correct copies of one or more purchase agreements (the “Purchase Agreements”) satisfactory in form and substance to the Mandated Lead Arrangers, which shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and/or other existing or potential equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000.

If the Commitment Effective Date does not occur on or before October 7, 2016, this Commitment Letter (including, without limitation, the Waivers) shall terminate.

Upon the occurrence of the Commitment Letter Effective Date, this Commitment Letter shall amend, restate and supersede and replace in its entirety the Amended and Restated Commitment Letter dated June 30, 2016 among the Mandated Lead Arrangers and you, and such prior Commitment Letter shall be of no further force or effect.

10.       Survival, etc.

The terms set forth in this Commitment Letter with respect to expense reimbursement, indemnification, confidentiality, waiver of jury trial, waiver of punitive damages

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and governing law shall survive any termination of this Commitment Letter regardless of whether any definitive form of documentation shall be executed and delivered.

The Commitment Documents (and your rights and obligations hereunder and thereunder) shall not be assignable by you to any person or entity without the prior written consent of each party hereto (and any purported assignment without such consent shall be null and void).  The Commitment Documents may not be amended or waived except by an instrument in writing signed by you and us.  Each of the Commitment Documents may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of any Commitment Document by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be.  The Commitment Documents shall be governed by, and construed in accordance with, the laws of the State of New York.  The Commitment Documents set forth the entire agreement between the parties as to the matters set forth herein and supersedes all prior communications, written or oral, with respect to the matters herein.

EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER OR THE FEE LETTERS.  YOU HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER, THE FEE LETTERS OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY.



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Very truly yours,
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
By	/s/ Erik Havnvik
	Name:  Erik Havnvik
	Title:  First Vice President
By	/s/ Martin Lunder
	Name:  Martin Lunder
	Title: Senior Vice President

Signature page to Genco Second Amended and Restated Commitment Letter

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
By:	/s/ Mats Holmström
	Name:  Mats Holmström
	Title:
By:	/s/ Olof Kajerdt
	Name:  Olof Kajerdt
	Title:

Signature page to Genco Second Amended and Restated Commitment Letter

DVB BANK SE
By:	/s/ Alkaterini Zarkadoula
	Name:  Alkaterini Zarkadoula
	Title:  Vice President
By:	Sona Krijger-Dolbakyan
	Name:  Sona Krijger-Dolbakyan
	Title:  Vice President

Signature page to Genco Second Amended and Restated Commitment Letter

rva
	ABN AMRO CAPITAL USA LLC
	By:	/s/ Urvashi Zutshi
		Name:
		Title:
	By:	/s/ Jaap Kalverkamp
		Name:
		Title:

Signature page to Genco Second Amended and Restated Commitment Letter

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Y. Le Gourieres
	Name:  Y. Le Gourieres
	Title:  Director
By:	/s/ Eden Rahman
	Name:  Eden Rahman
	Title:  Vice President

Signature page to Genco Second Amended and Restated Commitment Letter

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
By:	/s/ Kerstin Seefeld
	Name:  Seefeld
	Title:  Director
By:	/s/ Bastian Duhmert
	Name:  B. Duhmert
	Title:  D.

Signature page to Genco Second Amended and Restated Commitment Letter

CRÉDIT INDUSTRIEL ET COMMERCIAL
By:	/s/ Andrew McKuin
	Name:  Andrew McKuin
	Title:  Managing Director
By:	/s/ Adrienne Molloy
	Name:  Adrienne Molloy
	Title:  Managing Director

Signature page to Genco Second Amended and Restated Commitment Letter

BNP PARIBAS
By:	/s/ Eric Dulcire
	Name:  Dulcire Eric
	Title:  Director
By:	/s/ Vincent Pascal
	Name:  Pascal Vincent
	Title:  Managing Director

Signature page to Genco Second Amended and Restated Commitment Letter

Agreed to and Accepted this

6th day of October        , 2016:

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
	Name:
	Title:

Signature page to Genco Second Amended and Restated Commitment Letter

SCHEDULE II

Specified Covenants/Provisions

Facility	Specified Covenant/Provision (Section or Clause reference refer to Sections or Clauses in the applicable Facility or, where indicated, the applicable guaranty related to such Facility )
Existing Facility I	Clauses 10.13, 12.2.2(a), 12.2.2(b); Change of Control Trigger Event; Clauses 6.8(a) and 6.8(b) of the related Guarantee and Indemnity by Borrower to DVB Bank SE
Existing Facility II	Clauses 10.13, 12.2.2(a), 12.2.2(b); Change of Control Trigger Event; Clauses 6.8(a) and 6.8(b) of the related Guarantee and Indemnity by Borrower to DVB Bank SE
Existing Facility III	Clauses 12.2(d), 12.2(m), 16.1; Change of Control Trigger Event
Existing Facility IV	Sections 8.07(a) (except with respect to the requirement set forth in the second proviso thereto), 8.07(c), 8.07(d); Change of Control Trigger Event
Existing Facility V	Clauses 10.10, 12.2.1(b), clause (f) of the conditions set forth in that certain letter agreement dates 30 April 2015 from Deutsche Bank Luxembourg S.A. as agent to the Borrower (setting forth the Leverage Ratio referred to therein); Change of Control Trigger Event
Existing Facility VI	Clauses 17.14, 20.2(a), 20.2(b), Change of Control Trigger Event; Clauses 8.1, 8.2.1 and 8.2.2 of the related Guarantee by Borrower in favor of ABN Amro Capital USA LLC

As used herein:

“Change of Control Trigger Event” means the occurrence of a Change of Control (as defined in each Facility) that may be deemed to occur as a result of Apollo Global Management LLC, Centerbridge Partners L.P. and/or Strategic Value Partners, LLC and/or entities affiliated with any of them, communicating with Borrower or among themselves or entering into agreements with Borrower or among themselves with respect to the acquiring, holding, voting or disposing of shares of the capital stock of Borrower, in each case in connection with the Equity Contribution, which in turn may cause them to be considered a “group” as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934 that would beneficially own shares representing more than 30% of the outstanding voting or economic equity interests in Borrower.

“Specified Liquidity Covenant” means, (i) with respect to Existing Facility I, Clause 12.2.1, (ii) with respect to Existing Facility II, Clause 12.2.1, (iii) with respect to Existing Facility III, Clause 10.2(c), (iv) with respect to Existing Facility IV, the requirement set forth in the second proviso to Clause 8.07(a), (v) with respect to Existing Facility V, Clause 12.2.1(a), and (vi) with respect to Existing Facility VI, Clause 20.1.

EX-10.22

EXECUTION COPY

Exhibit 10.22

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “Agreement”) is made as of October 13, 2016, by and between Genco Shipping & Trading Limited (the “Company” and together with its subsidiaries and controlled affiliates and joint ventures from time to time, the “Genco Group”) and Peter C. Georgiopoulos (“you”).

WHEREAS, you have agreed to resign as the Chairman and as a member of the Board of Directors of the Company, and the parties wish to settle their mutual rights and obligations arising from such resignation;

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:

1.   Resignation

Your service with the Company will cease effective as of October 13, 2016 (the “Termination Date”).  Upon the Termination Date, you shall have resigned, to the extent applicable, as the Chairman of the Company, as a member of the board of directors or similar body of any subsidiary of the Company and as a fiduciary of any Company benefit plan.

2.   Payments in Connection with Separation from Service

A.  Severance.  Subject to your execution and non-revocation of the General Release attached hereto as Exhibit A (the “General Release”), the Company shall pay you an aggregate sum of $500,000, to be paid in a lump sum (the “Severance Payment”).  You acknowledge and agree that this Agreement, the General Release, and the consideration provided thereby, provide the sole basis for the Severance Payment, and you have no other basis for entitlement to the Severance Payment.  The Severance Payment shall be paid on the 30th day following the Termination Date. 

B.  Equity.  Subject to your execution and non-revocation of the General Release, you will become fully vested in the number of unvested restricted stock awards and warrants that are outstanding on the Termination Date, as set forth on Exhibit A.

3.   Restrictive Covenants

A.  Non-disclosure of Confidential Information.  The Genco Group owns and has developed and compiled, and will own, develop and compile, certain techniques, information, and materials tangible or intangible, relating to itself, its customers, suppliers, vessels, shareholders, banks and others, which are secret, proprietary and confidential, and which have great value to its business (referred to in this Agreement, collectively, as “Confidential Information”). Confidential Information shall not in any event include information which (i) was generally known or generally available to the public or within the relevant trade or industry prior to its disclosure to you or (ii) becomes generally known or generally available to the public or within the relevant trade or industry subsequent to disclosure to you other than due to your breach of your obligations.  Confidential Information includes, but is not limited to, information contained in manuals, documents, computer programs, compilations of technical, financial, legal or other data, specifications, designs, business or marketing plans, forecasts, financial information, work in

progress, and other technical or business information.You acknowledge and agree that in the performance of your duties, the Genco Group from time to time disclosed to you and entrusted you with Confidential Information. You also acknowledge and agree that the unauthorized disclosure of Confidential Information obtained by you during your service, among other things, may be prejudicial to the interests of the Genco Group’s interests and an improper disclosure of trade secrets. Unless the Company otherwise consents, you agree that following the Termination Date you shall not, except as otherwise provided herein, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any corporation, partnership, individual or other third party any Confidential Information.  Anything herein to the contrary notwithstanding, the provisions of this Section 3(A) shall not apply (x) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order you to disclose or make accessible any information or (y) to the extent reasonably necessary to enforce or defend your rights pursuant to this Agreement or any other agreement between you and the Company (provided that in the case of clause (x), unless otherwise prohibited by law, you provide the Company with prior notice of the contemplated disclosure and reasonably cooperate with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such information).  From and after the Termination Date, you shall not retain or take with you any Confidential Information in a Tangible Form (defined below), and you shall as promptly as possible deliver to the Company any Confidential Information in a Tangible Form that you then control, as well as all other Genco Group property, including equipment, documents or other things, that was issued to you or otherwise received or obtained during your service with the Company that you then control. “Tangible Form” includes information or materials in written or graphic form, on a computer disk or other medium, or otherwise stored in or available through electronic or other form.  Anything herein to the contrary notwithstanding, you shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, personal correspondence, personal diaries, personal calendars and Rolodexes, personal files and phone books, (ii) information showing your compensation or relating to reimbursement of expenses, (iii) information that you reasonably believe may be needed for tax purposes and (iv) copies of plans, programs relating to your service, or termination thereof, with the Company, provided that you shall provide the Company with a list and, to the extent related to the Genco Group’s business, copies of the foregoing upon request (in which event the Company will keep your confidential personal information confidential in accordance with its customary business practice).    Nothing in this Agreement will prohibit or restrict you from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority.  You cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Confidential Information that: (1)  is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  As a result, you shall have the right to disclose Confidential Information in confidence to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.   You also have the right to disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.  Nothing in this Agreement is intended to conflict with that right

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or to create liability for disclosures of Confidential Information that are expressly allowed by the foregoing.

B.  Mutual Non-disparagement.  From and after the Termination Date, you shall not make any disparaging or derogatory remarks or statements (written, oral, telephonic, electronic, or by any other method) about the Genco Group or any of its respective owners, partners, managers, directors, officers, employees or agents, including, without limitation, any remarks or statements that could be reasonably expected to adversely affect in any manner (i) the conduct of the Genco Group’s businesses or (ii) the business reputation or relationships of the Genco Group and/or any of their past or present officers, directors, agents, employees, attorneys, successors and assigns.  Similarly, upon the Termination Date, the Company will instruct the members of the board of directors of the Company and the named executive officers of the Company not to make any such statements about you and they shall not make any such statement about you.

C.  Non-Interference.  From the period beginning on the Termination Date and ending one year after the Termination Date, you agree not to: (i) with respect to deals or transactions under consideration upon the Termination Date, solicit, induce or encourage any existing or potential client or counterparty of the Genco Group to forego the proposed deal or transaction or to consummate the deal or transaction instead with another firm, company, business, partnership or enterprise, whether you are employed by that entity or not; (ii) solicit, or induce or encourage any person, entity, or group to cease doing business with the Genco Group or reduce the amount of business it does with the Genco Group or encourage any person, entity, or group who is a prospective business partner or customer to avoid or lessen such person’s, entity’s, or group’s prospective business with the Genco Group; (iii) hire, solicit, recruit, induce, procure or attempt to hire, solicit, recruit, induce or procure, directly or indirectly, any person who is an employee of the Genco Group or who was such an employee at any time during the year preceding the Termination Date; (iv) assist in hiring any such person by any other individual, sole proprietorship, firm, company, business, partnership, or other enterprise; or (v) encourage any such person to terminate his or her employment, without the express written consent of the Company.

D.  Enforcement of Restrictive Covenants.  You acknowledge that the Company would sustain irreparable injury in the event of a violation by you of any of the provisions of Section 3 hereof, and by reason thereof you consent and agree that if you violate any of the provisions of said Section 3, in addition to any other remedies available, the Company shall be entitled to a decree specifically enforcing such provisions, and shall be entitled to a temporary and permanent injunction restraining you from committing or continuing any such violation, from any arbitrator duly appointed in accordance with the terms of this Agreement or any court of competent jurisdiction, without the necessity of proving actual damages, posting any bond, or seeking arbitration in any forum.

4.   Tax Matters

A.  Withholding of Taxes.

All payments or benefits provided by the Company to you under this Agreement shall be subject to the withholding of such amounts relating to taxes and other payroll deductions as the

3

Company may reasonably determine it should withhold pursuant to any applicable law, regulation or Company policy.

B.  Effect of Section 409A of the Code.

The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A.

5.   Governing Law

This Agreement 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.  If any dispute should arise concerning this Agreement, the interpretation of the terms of the Agreement or otherwise relating in any way to the terms and conditions of your service or its termination, including any claim of statutory discrimination, the parties agree to submit the dispute to arbitration before a panel of three (3) neutral arbitrators at the American Arbitration Association (the “AAA”) in New York, New York, except that in the event of any controversy relating to any violation or alleged violation of any provision of Section 3 hereof, the Company in its sole discretion shall be entitled to seek injunctive relief from a court of competent jurisdiction in accordance with Section 3(D) hereof without any requirement to seek arbitration for such injunction. For injunctive relief, it is agreed that any court of competent jurisdiction also may entertain an application by either party.  The parties further agree that no demand for punitive damages shall be made in any such arbitration proceeding and that the arbitrators shall not have the power to award punitive damages in any such proceeding.  Any award of the arbitrators shall be final and binding, subject only to such right of review as may be provided under applicable law.   The parties hereto agree that any arbitral award may be enforced against the parties to an arbitration proceeding or their assets wherever they may be found.  The Company consents to the personal jurisdiction of the Courts of the State of New York (including the United States District Court of New York) for purpose of enforcing any arbitral award and the Company further agrees not to interpose any objection for improper venue in any such proceeding.

6.   Entire Agreement

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof.  No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to you to induce you to enter into this Agreement other than the express terms set forth herein, and you are not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.

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7.   Modification/Waiver

This Agreement may not be modified or amended except in writing signed by the parties. 

8.   Counterpart Agreements

This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

PETER C. GEORGIOPOULOS
/s/ Peter C. Georgiopoulos
GENCO SHIPPING & TRADING LIMITED
By:	/s/ John C. Wobensmith
Name:  John C. Wobensmith
Title:  President

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Exhibit A

Award Type	Grant Date	Total Grant	Amount Unvested and Accelerating on Termination Date
Warrants1	8/7/14	1,785,498	595,166
Warrants	8/7/14	1,850,257	616,752
Warrants	8/7/14	2,782,341	927,447
Restricted Stock	8/7/14	83,295	27,765
Restricted Stock	2/17/16	40,816	40,816

1You may exercise your warrants in accordance with the terms and conditions set forth in the applicable award agreements.

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EXHIBIT A

RELEASE AGREEMENT

This RELEASE AGREEMENT (this “Agreement”) dated October 13, 2016, is made and entered into by and between Genco Shipping & Trading Limited (the “Company”), and Peter C. Georgiopoulos (the “Former Director”).

WHEREAS, the Former Director has resigned effective October 13, 2016; and

WHEREAS, pursuant to the Separation Agreement between the Former Director and the Company, dated October 13, 2016, (the “Separation Agreement”) it is a condition precedent to the Company’s obligations to make certain payments under Section 2 of the Separation Agreement and that Former Director executes and delivers this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein and in the Separation Agreement, the sufficiency and receipt of which is hereby acknowledged, the Former Director agrees as follows:

1.         General Release and Waiver of Claims.

(a)        In consideration for the benefits provided to Former Director under the Separation Agreement (the “Consideration”), Former Director hereby releases and forever discharges and holds the Company, subsidiaries of the Company, affiliates of the Company and each officer, director, employee, partner (general and limited), equity holder, member, manager, agent, subsidiary, affiliate, successor and assign and insurer of any of the foregoing (collectively, the “Releasees”) harmless from all claims or suits, of any nature whatsoever (whether known or unknown), being directly or indirectly related to Former Director’s service with the Company or the termination thereof, including, but not limited to, any claims for notice, pay in lieu of notice, wrongful dismissal, discrimination, harassment, severance pay, bonus, incentive compensation, interest, any claims relating to Former Director’s service as with the Company, through the date hereof. 

(b)        This release includes, but is not limited to, contract and tort claims, claims arising out of any legal restriction on the Company’s right to terminate its employees and claims or rights under federal, state, and local laws prohibiting employment discrimination, including, but not limited to, claims or rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (“ADEA”), including the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act, and any other federal, state, or local law (statutory or decisional), regulation or ordinance (if and to the extent applicable and as the same may be amended from time to time), or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Releasees; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees,

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or other expenses (including attorneys’ fees incurred in these matters), which arose through the date Former Director executes this Agreement.

(c)       Former Director acknowledges that the consideration given for this Agreement is in addition to anything of value to which Former Director was already entitled. 

(d)       Former Director acknowledges that because this Agreement contains a general release of all claims including under the ADEA, and is an important legal document, he has been advised to consult with legal counsel of his own choosing.  Former Director may take up to twenty-one (21) days to decide whether to execute this Agreement, and he may revoke his signature by delivering or mailing a signed notice of revocation to the Company at its corporate offices within seven (7) days after executing it. 

(e)       Notwithstanding the foregoing, this Agreement does not release (i) claims which cannot be lawfully released, (ii) Former Director’s rights of indemnification and directors’ and officers’ liability insurance coverage, if any, to which he is entitled with regard to his service as a director of the Company and (iii) claims with respect to the breach of any covenant to be performed by the Company pursuant to this Agreement or any other claims arising from actions or omissions occurring after the date of this Agreement.  Further, the release contained herein does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company with respect to payments to be made under Section  2 of the Separation Agreement.

(f)        Former Director acknowledges that there is a risk that after signing this Agreement he may discover losses or claims that are released under this Agreement, but that are presently unknown to him.  Former Director assumes this risk and understands that this Agreement shall apply to any such losses and claims.  Former Director understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released herein.  Former Director acknowledges that by accepting the Consideration, he assumes and waives the risks that the facts and the law may be other than as he believes. 

2.         Nothing in this Agreement shall be construed to affect the independent right and responsibility of the Equal Employment Opportunity Commission (“EEOC”) to enforce the law; provided,  however, Former Director is barred from receiving any monetary damages in connection with any EEOC proceeding concerning matters covered by this Agreement to the fullest extent permitted by law.

3.         This Agreement shall not be construed as an admission by any of the Releasees or the Former Director of any violation of any federal, state or local law.

4.         FORMER DIRECTOR ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY; THAT TO THE EXTENT HE HAS DESIRED, HE HAS AVAILED HIMSELF OF THAT RIGHT; THAT HE HAS CAREFULLY READ AND

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UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT; AND THAT HE IS KNOWINGLY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT.

5.         Dispute Resolution.  Any dispute arising out of, under, pursuant to, or in any way relating to this Agreement shall be governed by Section 5 of the Separation Agreement.

6.         Miscellaneous

(a)       Governing Law.  This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governed by the laws of the State of New York (without regard to any conflict of law rules which might result in the application of the laws of any other jurisdiction). 

(b)       Construction.  There shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party hereto and against another party hereto.  Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.

(c)       Counterparts.  This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts will, when executed by the parties hereto, together constitute but one agreement.  Facsimile and electronic signatures shall be deemed to be the equivalent of manually signed originals.

(d)       Modification; Waiver.  This Agreement may not be modified or amended except in writing signed by the parties. 

(e)       Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof.  No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to Former Director to induce Former Director to enter into this Agreement other than the express terms set forth herein, and Former Director is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

Genco Shipping & Trading Limited
By:
	Name:
	Title:

Accepted and Agreed to:

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING RELEASE AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.  I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER THIS RELEASE FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE SIGNING THIS AGREEMENT, I HAVE EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.  I ALSO UNDERSTAND THAT I MAY REVOKE MY SIGNATURE WITHIN SEVEN (7) DAYS AFTER SIGNING.

Peter C. Georgiopoulos
	Date:

EX-10.23

Exhibit 10.23

EXHIBIT A

RELEASE AGREEMENT

This RELEASE AGREEMENT (this “Agreement”) dated October 13, 2016, is made and entered into by and between Genco Shipping & Trading Limited (the “Company”), and Peter C. Georgiopoulos (the “Former Director”).

WHEREAS, the Former Director has resigned effective October 13, 2016; and

WHEREAS, pursuant to the Separation Agreement between the Former Director and the Company, dated October 13, 2016, (the “Separation Agreement”) it is a condition precedent to the Company’s obligations to make certain payments under Section 2 of the Separation Agreement and that Former Director executes and delivers this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein and in the Separation Agreement, the sufficiency and receipt of which is hereby acknowledged, the Former Director agrees as follows:

1.        General Release and Waiver of Claims.

(a)In consideration for the benefits provided to Former Director under the Separation Agreement (the “Consideration”), Former Director hereby releases and forever discharges and holds the Company, subsidiaries of the Company, affiliates of the Company and each officer, director, employee, partner (general and limited), equity holder, member, manager, agent, subsidiary, affiliate, successor and assign and insurer of any of the foregoing (collectively, the “Releasees”) harmless from all claims or suits, of any nature whatsoever (whether known or unknown), being directly or indirectly related to Former Director’s service with the Company or the termination thereof, including, but not limited to, any claims for notice, pay in lieu of notice, wrongful dismissal, discrimination, harassment, severance pay, bonus, incentive compensation, interest, any claims relating to Former Director’s service as with the Company, through the date hereof. 

(b)This release includes, but is not limited to, contract and tort claims, claims arising out of any legal restriction on the Company’s right to terminate its employees and claims or rights under federal, state, and local laws prohibiting employment discrimination, including, but not limited to, claims or rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (“ADEA”), including the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act, and any other federal, state, or local law (statutory or decisional), regulation or ordinance (if and to the extent applicable and as the same may be amended from time to time), or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Releasees; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees,

1

or other expenses (including attorneys’ fees incurred in these matters), which arose through the date Former Director executes this Agreement.

(c)Former Director acknowledges that the consideration given for this Agreement is in addition to anything of value to which Former Director was already entitled. 

(d)Former Director acknowledges that because this Agreement contains a general release of all claims including under the ADEA, and is an important legal document, he has been advised to consult with legal counsel of his own choosing.  Former Director may take up to twenty-one (21) days to decide whether to execute this Agreement, and he may revoke his signature by delivering or mailing a signed notice of revocation to the Company at its corporate offices within seven (7) days after executing it. 

(e)Notwithstanding the foregoing, this Agreement does not release (i) claims which cannot be lawfully released, (ii) Former Director’s rights of indemnification and directors’ and officers’ liability insurance coverage, if any, to which he is entitled with regard to his service as a director of the Company and (iii) claims with respect to the breach of any covenant to be performed by the Company pursuant to this Agreement or any other claims arising from actions or omissions occurring after the date of this Agreement.  Further, the release contained herein does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company with respect to payments to be made under Section  2 of the Separation Agreement.

(f)Former Director acknowledges that there is a risk that after signing this Agreement he may discover losses or claims that are released under this Agreement, but that are presently unknown to him.  Former Director assumes this risk and understands that this Agreement shall apply to any such losses and claims.  Former Director understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released herein.  Former Director acknowledges that by accepting the Consideration, he assumes and waives the risks that the facts and the law may be other than as he believes. 

2.        Nothing in this Agreement shall be construed to affect the independent right and responsibility of the Equal Employment Opportunity Commission (“EEOC”) to enforce the law; provided,  however, Former Director is barred from receiving any monetary damages in connection with any EEOC proceeding concerning matters covered by this Agreement to the fullest extent permitted by law.

3.        This Agreement shall not be construed as an admission by any of the Releasees or the Former Director of any violation of any federal, state or local law.

4.        FORMER DIRECTOR ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY; THAT TO THE EXTENT HE HAS DESIRED, HE HAS AVAILED HIMSELF OF THAT RIGHT; THAT HE HAS CAREFULLY READ AND

2

UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT; AND THAT HE IS KNOWINGLY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT.

5.        Dispute Resolution.  Any dispute arising out of, under, pursuant to, or in any way relating to this Agreement shall be governed by Section 5 of the Separation Agreement.

6.        Miscellaneous

(a)Governing Law.  This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governed by the laws of the State of New York (without regard to any conflict of law rules which might result in the application of the laws of any other jurisdiction). 

(b)Construction.  There shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party hereto and against another party hereto.  Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.

(c)Counterparts.  This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts will, when executed by the parties hereto, together constitute but one agreement.  Facsimile and electronic signatures shall be deemed to be the equivalent of manually signed originals.

(d)Modification; Waiver.  This Agreement may not be modified or amended except in writing signed by the parties. 

(e)Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof.  No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to Former Director to induce Former Director to enter into this Agreement other than the express terms set forth herein, and Former Director is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.

[Signature page to follow]

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

Genco Shipping & Trading Limited
By:	/s/ John C. Wobensmith
	Name: John C. Wobensmith
	Title: President

Accepted and Agreed to:

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING RELEASE AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.  I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER THIS RELEASE FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE SIGNING THIS AGREEMENT, I HAVE EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.  I ALSO UNDERSTAND THAT I MAY REVOKE MY SIGNATURE WITHIN SEVEN (7) DAYS AFTER SIGNING.

Peter C. Georgiopoulos
/s/ Peter C. Georgiopoulos	Date:	October 13, 2016

EX-10.24

Exhibit 10.24

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:      Baltic Hornet Limited

Copy:  Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

13 October 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause 2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Waiver

2.1 We refer to the Loan Agreement and to our letter to you dated 19 August 2016 (as amended pursuant to a supplemental letter dated 9 September 2016 and a further supplemental letter dated 16 September 2016) (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016.

2.2 This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 Subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties, we hereby agree that with effect from

the date hereof the reference in paragraph 2 of the Waiver Letter to "15 October 2016" shall be amended to read "15 November 2016".  For the avoidance of doubt, all subsequent references to "Waiver Period" in the Waiver Letter shall be deemed as referring to the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 November 2016.

3.2 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Francis Birkeland	/s/ Urvashi Zutshi
Francis Birkeland	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 14 October 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

EX-10.25

Exhibit 10.25

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:         Baltic Hornet Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

13 October 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause 2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Waiver

2.1 We refer to the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to, amongst other things, a temporary waiver of compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016.

2.2 This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 Subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties, we hereby agree that with effect from the date hereof the reference in paragraph 2.1 of the Waiver Letter to "15 October 2016" shall be amended to read "15 November 2016".  For the avoidance of doubt, all subsequent references to "Waiver Period" in the Waiver Letter shall be deemed as referring to the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 November 2016.

3.2 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Francis Birkeland	/s/ Urvashi Zutshi
Francis Birkeland	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 14 October 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

EX-10.26

Exhibit 10.26

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:        Baltic Wasp Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

13 October 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause 2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Waiver

2.1 We refer to the Loan Agreement and to our letter to you dated 19 August 2016 (as amended pursuant to a supplemental letter dated 9 September 2016 and a further supplemental letter dated 16 September 2016) (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016.

2.2 This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 Subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties, we hereby agree that with effect from

the date hereof the reference in paragraph 2 of the Waiver Letter to "15 October 2016" shall be amended to read "15 November 2016".  For the avoidance of doubt, all subsequent references to "Waiver Period" in the Waiver Letter shall be deemed as referring to the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 November 2016.

3.2 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Francis Birkeland	/s/ Urvashi Zutshi
Francis Birkeland	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 14 October 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.27

Exhibit 10.27

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:        Baltic Wasp Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

13 October 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause 2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Waiver

2.1 We refer to the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to, amongst other things, a temporary waiver of compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016.

2.2 This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 Subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties, we hereby agree that with effect from the date hereof the reference in paragraph 2.1 of the Waiver Letter to "15 October 2016" shall be amended to read "15 November 2016".  For the avoidance of doubt, all subsequent references to "Waiver Period" in the Waiver Letter shall be deemed as referring to the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 November 2016.

3.2 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Francis Birkeland	/s/ Urvashi Zutshi
Francis Birkeland	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 14 October 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

EX-10.28

Exhibit 10 28

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“Agreement”) is made as of October 27, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Recitals

A.      The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and

B.      The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement 7,958,763 shares (collectively, the “Shares” and each, a “Share”) of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), such Series A Preferred Stock to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designations set forth as Exhibit A attached hereto (the “Certificate of Designations”) and to be convertible into an aggregate of up to 7,958,763 shares (subject to adjustment) (the “Conversion Shares”) of the Company’s Common Stock, par value $0.01 per share (together with any securities into which such shares may be reclassified, whether by merger, charter amendment or otherwise, to the extent the Shares, in connection with any such reclassification, become convertible into such securities pursuant to the Certificate of Designations, the “Common Stock”), at a conversion price of $4.85 per Share (subject to adjustment), at a purchase price of $4.85 per Share (the “Per Share Price”), for an aggregate purchase price of up to $38,600,000.55 (the “Purchase Price”); and 

C.      Prior to the execution and delivery of this Agreement, the Company entered into purchase agreements with certain investors providing for the purchase of shares of  Series A Preferred Stock (the “Prior Purchase Agreements”); and

D.      Contemporaneous with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and applicable state securities laws in the form attached hereto as Exhibit B.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Definitions.  In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person.

2

“Agents” means, collectively, Jefferies LLC (“Jefferies”),  DNB Markets, Inc. and Fearnley Securities Inc.

“Business Day” means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors’ obligations to pay the Subscription Amount, and (ii) the Company’s obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived.

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company’s Knowledge” means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo.

“Confidential Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 “Debt Commitment Letter” means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit D.

“Effective Date” means the date on which the initial Registration Statement is declared effective by the SEC.

“Effectiveness Deadline” means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement.

“Escrow Account” has the meaning set forth in Section 3.1.

“Escrow Agent” means Wilmington Trust, National Association.

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“Escrow Agreement” means the escrow agreement, substantially in the form of Exhibit E hereto, by and among the Company, the Escrow Agent and the Investors to be executed concurrently with this Agreement, pursuant to which the Investors shall deposit the Purchase Price with the Escrow Agent to be released to the Company at the Closing.

“Fundamental Representations” means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30.

“Hayfin Facility Agreement” means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent.

“Hayfin Term Sheet” means the term sheet dated June 29, 2016 in respect of the proposed

amendment of the Hayfin Facility Agreement.

“Insider” means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof.

“Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation).

 “Material Adverse Effect” means a material adverse effect on (x) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company and its Subsidiaries taken as a whole, or (y) the ability of the Company to perform its obligations under the Transaction Documents, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement or any other Transaction Document, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement or any other Transaction Document.

“Material Contract” means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“NYSE” means the New York Stock Exchange.

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“Per Share Price” has the meaning set forth in the Recitals.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Prior Purchase Agreements” has the meaning set forth in the Recitals.

“Proposal” has the meaning set forth in Section 7.7.

“Registrar of Corporations” shall mean the Registrar of Corporations of the Republic of the Marshall Islands.

“Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Required Investors” means (i) prior to Closing, the Investors who, together with their Affiliates, have agreed to purchase a majority of the Securities to be sold hereunder and (ii) from and after the Closing, the Investors or their permitted transferees of whom the Company has been given written notice hereunder who beneficially own (calculated in accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on the conversion of the Series A Preferred Stock set forth therein) a majority of the Shares issued pursuant hereto.

“SEC Filings” has the meaning set forth in Section 4.6.

“Securities” means the Shares and the Conversion Shares.

“Shares” has the meaning set forth in the Recitals.

“Stockholders Meeting”  has the meaning set forth in Section 7.7(a).

“Stockholders Meeting Deadline”  has the meaning set forth in Section 7.7(a).

“Subsequent Stockholders Meeting”  has the meaning set forth in Section 7.7(a).

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Transaction Documents” means this Agreement, the Certificate of Designations, the Registration Rights Agreement and the Escrow Agreement.

“Transfer Agent” means Computershare, Inc.

“1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

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2.         Purchase and Sale of the Shares.  Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, the Shares in the amounts set forth opposite such Investor’s name on Schedule 1 attached hereto in exchange for the portion of the Purchase Price equal to the Per Share Price multiplied by the number of Shares to be purchased by such Investor (such Investor’s “Subscription Amount”) as specified in Section 3 below.

3.         Closing.

3.1      Closing.  On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent.  Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor.  In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate.  Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach.  On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations.  Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price.  Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”).  The Closing of the purchase and sale of the Shares shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.

3.2      Escrow Agreement. Each Investor acknowledges that its Subscription Amount will be released by the Escrow Agent to the Company at the Closing pursuant to the terms and conditions of this Agreement and the Escrow Agreement without any further instruction or consent from the Investor. The Closing will occur upon satisfaction of the conditions set forth in Section 6 of this Agreement.  Each Investor acknowledges that it has reviewed the Escrow Agreement and agrees to its terms.

4.         Representations and Warranties of the Company.  The Company hereby represents and warrants to the Investors that, except as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):

4.1      Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite

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corporate power and authority to carry on its business as now conducted and to own or lease its properties.  Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to be in good standing or so qualified has not had and would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 4.1 hereto, each of the Company and its Subsidiaries is not the subject of any judicial composition proceeding, bankruptcy proceeding or any similar process or of any judgment or dissolution. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.

4.2      Authorization.  The Company has all corporate power and authority and, except for the filing of the Certificate of Designations with the Registrar of Corporations and the approval of the Proposal at the Stockholders Meeting or any Subsequent Stockholders Meeting, has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities.  The Transaction Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

4.3      Capitalization.  The capitalization of the Company as of the date hereof is as set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2016 (the “Q2 2016 10-Q”). The Company has not issued any capital stock since its most recently filed periodic report under the 1934 Act except as may be issuable upon the exercise of outstanding warrants, the settlement of outstanding restricted stock units disclosed in the SEC Filings, or future awards under the Company’s 2015 Equity Incentive Plan.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any transaction pertaining to the Company’s capital stock. Except for the Prior Purchase Agreements, as set forth in the SEC Filings, or future awards under the 2015 Equity Incentive Plan, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary of the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities except as described in Section 7.7 hereof. Except as set forth in the SEC Filings, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge as of the date hereof, between or among any of the Company’s stockholders. Other than the rights being granted to the Investors, to the investors party to the Prior Purchase Agreements, or as set forth in the SEC Filings, no person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company.

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4.4      Valid Issuance.  Upon the filing of the Certificate of Designations with the Registrar of Corporations, the Shares will have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.  Upon the due conversion of the Shares, the Conversion Shares will be validly issued, fully paid and nonassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws (other than those created by the Investors).  The Company has reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Shares.

4.5      Consents.  Except for the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance by the Company of the Transaction Documents, approval of the Proposal by the Company’s shareholders, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made (or shall have been made prior to Closing) pursuant to applicable state securities laws and NYSE listing requirements and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods and approval of the Proposal at the Stockholders Meeting.

4.6      Delivery of SEC Filings; Business.  The Company has made available to the Investors through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K (collectively, the “SEC Filings”).  The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period.

4.7      Use of Proceeds.  The net proceeds of the sale of the Shares hereunder shall be used by the Company for debt repayment, working capital and general corporate purposes.

4.8      Absence of Certain Events.  Since the date of the latest audited financial statements included within the SEC Filings, except as specifically disclosed in the SEC Filings prior to the date hereof or on Schedule 4.8, (i) the Company has not altered its method of accounting, (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the Company’s equity incentive plans, and (iii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Company’s existing equity incentive plans. As of the date hereof, the Company does not have pending before the SEC any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its business, properties, operations, financial condition or prospects that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed. 

4.9      SEC Filings.

(a)      At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

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the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b)      Each registration statement and any amendment thereto filed by the Company during the two years preceding the date hereof pursuant to the 1933 Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.10      No Conflict, Breach, Violation or Default.  Subject to the filing of the Certificate of Designations with the Registrar of Corporations, the execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under the Company’s Second Amended and Restated Articles of Incorporation, as amended, or the Company’s Amended and Restated Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary of the Company or any of their respective assets or properties, except, with respect to subclause (i)(b), as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or any Subsidiary of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except as which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.11      Tax Matters.  The Company and each Subsidiary of the Company has timely prepared and filed (or timely filed for an extension for) all tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  The charges, accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.  All taxes and other assessments and levies that the Company or any of its Subsidiaries is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than taxes being contested in good faith and for which adequate reserves have been made on the Company’s financial statements included in the SEC Filings.  There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or property.  Except as described on Schedule 4.11, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity.

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4.12      Title to Properties.  Except as disclosed in the SEC Filings or Schedule 4.12, the Company and each of its Subsidiaries has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed in the SEC Filings, the Company and each of its Subsidiaries holds any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by them.

4.13      Registry of and Title to Vessels; Good Standing.  Each of the Company’s vessels is owned directly by the Company or one its Subsidiaries, has been duly registered as a vessel under the laws and regulations and flag of its jurisdiction in the sole ownership of the Company or such Subsidiary, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; the Company or each such Subsidiary, as applicable, has good title to the applicable vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record other than as disclosed in Schedule 4.13, and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and each such vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.14      Compliance with Maritime Guidelines.  Except with respect to vessels described in Schedule 4.14, each of the Company’s vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all environmental laws), except where such failure to be in compliance would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.15      Classification.  Except with respect to vessels described in Schedule 4.15,  each vessel is classed by a classification society which is a full member of the International Association of Classification Societies and is in class with valid class and trading certificates, without any overdue recommendations, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.16      Certificates, Authorities and Permits.  The Company and each of its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where such failure has not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any such Subsidiary, would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  Neither the Company nor any of its Subsidiaries have been in violation or breach of, or default under, any such certificate, authority or permit except where such violation, breach or

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failure would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.17      Labor Matters.  No material labor dispute exists or, to the Company’s Knowledge, has been threatened with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect. To the Company’s Knowledge, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

4.18      Intellectual Property.  The Company and its Subsidiaries own, possess, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Filings to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect.  Except as set forth in the SEC Filings, as of the date hereof, there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or Subsidiaries’ rights in or to any such Intellectual Property, or alleging that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such claim, in each case except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. 

4.19      Environmental Matters.  Neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

4.20      Litigation.  Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are, to the Company’s Knowledge, threatened or contemplated by any governmental or regulatory authority or threatened by others.

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4.21      Financial Statements.  The financial statements included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, except for normal year-end audit adjustments and as otherwise as permitted by Form 10-Q under the 1934 Act).  Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof or as described on Schedule 4.21, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

4.22      Insurance Coverage.  The Company and each of its Subsidiaries maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each such Subsidiary.

4.23      Compliance with Law.  The Company and each of its Subsidiaries are in compliance, and since January 1, 2013, have been in compliance, in all material respects, with all U.S. federal, state, local and foreign laws and regulations applicable to them or the operation of their respective business or by which their assets are bound or affected, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.  None of the Company or any of its Subsidiaries have received any written notice of any material violation of any U.S. federal, state, local and foreign laws and regulations applicable to them or the operations of their respective businesses or by which their assets are bound or affected at any time since January 1, 2013, except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.

4.24      Compliance with NYSE Continued Listing Requirements.  Except as described in the SEC Filings or as a result of this Agreement and the transactions contemplated hereby:  (i) the Company is in compliance with applicable NYSE continued listing requirements, and (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on the NYSE and the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from the NYSE.

4.25      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule 4.25.

4.26      No Directed Selling Efforts or General Solicitation.  Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

4.27      No Integrated Offering.  Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company

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security or solicited any offers to buy any security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.

4.28      Rule 506 Compliance.  To the Company’s Knowledge, neither the Company nor any Insider is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)(i) or (d)(3) of the 1933 Act.  The Company is not disqualified from relying on Rule 506 of Regulation D under the 1933 Act (“Rule 506”) for any of the reasons stated in Rule 506(d) in connection with the issuance and sale of the Securities to the Investors pursuant to this Agreement.  The Company has exercised reasonable care to determine whether any such disqualification under Rule 506(d) exists.

4.29      Private Placement.  Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4.30      Material Contracts.  As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Material Contract that has not been filed.  Except as would not have a Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or any of its Subsidiaries, as the case may be, and, to the Company’s Knowledge, of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles; (ii) each Material Contract is in full force and effect; (iii) neither the Company nor any of its Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder except as is subject to a waiver described in the SEC Filings; (iv) neither the Company nor any of its Subsidiaries has received written notice of any breach or default of any Material Contract other than as may be set forth in any waiver described in the SEC Filings, and (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract that such other party intends to terminate, not renew, or renegotiate the terms of any such Material Contract.  Except as set forth in Schedule 4.30, no event has occurred (with or without notice or lapse of time, or both) and is continuing that would constitute a breach or default, or permit termination, modification, or acceleration under any credit facility or debt instrument, to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, and to the Company’s Knowledge there exists no event or circumstance that would reasonably be expected to give rise to any such breach, default, termination, modification, or acceleration, except as is subject to a waiver described in the SEC Filings.

4.31      Transactions with Affiliates.  Except as disclosed in the SEC Filings or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any material transaction with the Company or any of its Subsidiaries (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any material contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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4.32      Internal Controls.  The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability.  The Company has established disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. 

4.33      Investment Company.  The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

5.         Representations and Warranties of the Investors.  Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

5.1      Organization and Existence.  Such Investor, if such Investor is an entity, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority, and if such Investor is a natural person, all requisite power and authority, to invest in the Securities pursuant to this Agreement.

5.2      Authorization; No Conflicts.  The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to such Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

5.3      Purchase Entirely for Own Account.  The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Actwithout prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.  Neither such Investor nor any Affiliate of such Investors is a

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broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

5.4      Investment Experience.  Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

5.5      Disclosure of Information.  Such Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto, including Schedule 5.5) and the SEC Filings and the risk factors set forth therein.  Such Investor and its advisors, if any, has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. Such Investor and its advisors, if any, have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions contemplated by this Agreement.

5.6      No Governmental Review.  Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

5.7      Restricted Securities.  Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

5.8      Legends.  It is understood that, except as provided below, certificates or other instruments evidencing the Securities may bear the following or any similar legend:

(a)      “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”

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(b)      If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

5.9      Accredited Investor / Qualified Purchaser.  Such Investor is, and on the date the Conversion Shares are issued upon conversion of the Shares such Investor will be, an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Additionally, if such Investor is an individual, he or she is a qualified purchaser as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

5.10      No General Solicitation.  Such Investor did not learn of the investment in the Securities as a result of any general solicitation or general advertising by the Company or any person acting on its behalf.

5.11      Brokers and Finders.  No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

5.12      Prohibited Transactions.  Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.  Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.12 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.12.

5.13      Affiliate Involvement in Offering; Trading Price.  Such Investor acknowledges that it is aware of the following: (i) that one or more Persons that may be deemed Affiliates of the Company are purchasing Securities; (ii) that such purchase by such Persons should not be taken as an indication of their views regarding the prospects of the Company nor should such Investor infer from their participation that they possess non-public information suggesting favorable prospects for the Company; and (iii) the Company’s stock is thinly traded, and accordingly the trading price of the Company’s stock may not accurately reflect the current value of the Company.

5.14      Rule 506 Compliance.  Neither such Investor nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general

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partners or managing members is subject to any Disqualification Event (as defined above), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the 1933 Act and disclosed in writing in reasonable detail to the Company.

5.15      The Agents.  Such Investor understands that each Agent has acted solely as an agent of the Company in the placement of the Securities, and that none of the Agents makes any representation or warranty with regard to the merits of this transaction or as to the accuracy of any information such Investor may have received in connection therewith.  Such Investor acknowledges that it has not relied on any information or advice furnished by or on behalf of the Agent.

5.16      Sufficient Funds.  Each Investor has sufficient cash on hand or other immediately available funds to pay the Purchase Price and otherwise satisfy its obligations in connection with this Agreement and the transactions contemplated hereby.

6.         Conditions to Closing.

6.1      Conditions to the Investors’ Obligations.  The obligation of each Investor to purchase the Shares at the Closing is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a)      The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date.  The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to “materiality” or “Material Adverse Effect" shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.  The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(b)      The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents on the Closing Date (other than any registration of the Conversion Shares under the 1933 Act), all of which shall be in full force and effect.

(c)      The Company shall have executed and delivered the Registration Rights Agreement.

(d)      The Company shall have executed and delivered the Escrow Agreement.

(e)      The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors.

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(f)      The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors.

(g)      No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(h)      The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 6.1.

(i)      The Investors shall have received an opinion from each of Kramer Levin Naftalis & Frankel LLP and Reeder & Simpson, P.C., dated as of the Closing Date, in the forms attached hereto as Exhibit C-1 and Exhibit C-2, respectively.

(j)      No stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

(k)      The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amounts in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(l)      The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter.

(m)      The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

6.2      Conditions to Obligations of the Company.  The Company’s obligation to sell and issue the Shares at the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a)      The representations and warranties made by the Investors in Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all material respects as of the Closing Date.  The Investment Representations shall be true and correct in all respects as of the Closing Date.  The Investors shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.

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(b)      The Investors shall have executed and delivered the Registration Rights Agreement.

(c)      Each Investor shall have delivered its Subscription Amount to the Escrow Agent by wire transfer of immediately available funds to the account as specified in the Escrow Agreement.

(d)      The Escrow Agent shall have delivered the Purchase Price to the Company by wire transfer of immediately available funds to an account specified by the Company.

(e)      No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(f)      The Company shall have received, or shall receive substantially simultaneously with the funding of the Investors’ Subscription Amount, an aggregate of not less than $125 million (inclusive of the Investors’ Subscription Amount) in gross proceeds in respect of the sale of shares of Series A Preferred Stock.

(g)      The Refinancing (as defined in the Debt Commitment Letter) shall have occurred, or shall occur substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Debt Commitment Letter and otherwise in form and substance reasonably satisfactory to the Company.

(h)      The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investors’ Subscription Amount, on the terms set forth in the Hayfin Term Sheet and otherwise in form and substance reasonably satisfactory to the Company.

(i)      The Investors shall have delivered an officer’s certificate, executed on behalf of each Investor by its Chief Executive Officer or its Chief Financial Officer or person performing similar functions, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsection (a) of this Section 6.2.

6.3      Termination of Obligations to Effect Closing; Effects.

(a)      The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i)      Upon the mutual written consent of the Company and the Investors;

(ii)      By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

(iii)      By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or

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(iv)      By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016;

provided, however, that, in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b)      In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors.  Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

7.         Covenants and Agreements.

7.1      Reservation of Common Stock.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the conversion of the Shares and the Commitment Fee, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the conversion of the Shares and the Commitment Fee issued pursuant to this Agreement in accordance with their respective terms.

7.2      No Conflicting Agreements.  The Company will not take any action, enter into any agreement or make any commitment that would conflict in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

7.3      Listing of Underlying Shares and Related Matters.  The Company shall take commercially reasonable efforts to cause the Conversion Shares to be approved for listing or trading on the NYSE or such other exchange or market where the Common Stock is trading or expected to trade no later than ninety (90) days after the date of conversion of the Shares.  Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Conversion Shares and will take such other action as is necessary to cause such Common Stock to be so listed.

7.4      Subsequent Equity Sales.

(a)      From the date hereof until the date of conversion of the Shares, without the consent of the Required Investors, neither the Company nor any of its Subsidiaries shall issue shares of preferred stock, Common Stock or Common Stock Equivalents.  Notwithstanding the foregoing, the provisions of this Section 7.5(a) shall not apply to (i) the issuance of the Securities, (ii) the issuance of Series A Preferred Stock pursuant to the Prior Purchase Agreements or any Common Stock issuable upon the conversion thereof, (iii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, settlement or exercise of any securities of the Company or any of its Subsidiaries outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price or increase the Common Stock or Common Stock Equivalents receivable upon

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the exercise, conversion or exchange thereof, (iv) the issuance of Common Stock or Common Stock Equivalents in connection with the acquisition by the Company of all or substantially all of the assets or equity interests of another business entity in a transaction approved by the Board of Directors of the Company, (v) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan in place as of the date hereof or approved by the Company’s stockholders or (vi) the issuance of any Common Stock or Common Stock Equivalents in a transaction or series of related transactions, for the primary purpose of raising capital, approved by the Board of Directors of the Company and consented to by the Investors not participating in such transaction or transactions who beneficially own (within the meaning of Rule 13d-3 promulgated under the 1934 Act) a majority of the Shares issued pursuant hereto (excluding the Shares held by any Investors participating in such transaction or transactions). 

(b)      The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

7.5      Equal Treatment of Investors.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents other than the Certificate of Designations unless the same consideration is also offered to all of the parties to such Transaction Documents.  For clarification purposes, this provision constitutes a separate right granted to each Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

7.6      Proxy Statement; Stockholders Meeting.  

(a)       Promptly following the execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than sixty (60) days following the Closing Date (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock issued pursuant to this Agreement or the Prior Purchase Agreements (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after the Closing Date to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will prepare and file with the SEC proxy materials pursuant to and in compliance with Section 14(a) of the 1934 Act (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and responding to any comments of the SEC thereon, shall mail such proxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Each Investor shall

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promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in each proxy statement.

(b)      Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Directors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Proposal (the “Company Board Recommendation”) at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, unless the Board of Directors shall have modified, amended or withdrawn the Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw the Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining the Company Board Recommendation would be inconsistent with its fiduciary duty to the Company’s stockholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws the Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with the Marshall Islands Business Corporations Act and the provisions of its Second Amended and Restated Articles of Incorporation, as amended, or its Amended and Restated Bylaws, (i) take all action reasonably necessary to convene the Stockholders Meeting and, if necessary, each Subsequent Stockholders Meeting as promptly as practicable, but no later than the Stockholders Meeting Deadline with respect to the Stockholders Meeting and as soon as practicable with respect to each Subsequent Stockholders Meeting, to consider and vote upon the approval of the Proposal and (ii) submit the Proposal at the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting to the stockholders of the Company for their approval

8.         Survival and Indemnification.

8.1      Survival.  The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

8.2      Indemnification.  The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents.

8.3      Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the

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Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided,  further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation.  It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.  No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation and, in the event an indemnified party controls the defense of any claim under this Section 8.3, such indemnified party may not settle such claim without the Company’s prior written consent, which will not be unreasonably withheld.

9.         Miscellaneous.

9.1      Successors and Assigns.  This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a transaction complying with applicable securities laws without the prior written consent of the Company or the other Investors.  The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.  Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares” shall be deemed to refer to the securities received by the Investors in connection with such transaction.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2      Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

9.3      Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.4      Notices.  Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv)

23

if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier.  All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Attention: John C. Wobensmith

Fax: (646) 443-8551

With a copy to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention: Thomas E. Molner

Fax: (212) 715-8000

If to the Investors:

as set forth on such Investor’s signature page or Schedule 1 hereto.

9.5      Expenses.  The parties hereto shall pay their own costs and expenses in connection herewith.

9.6      Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

9.7      Publicity.  Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by any Investors without the prior written consent of the Company.

9.8      Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

24

9.9      Entire Agreement.  This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

9.10      Further Assurances.  The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

9.11      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.  Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

9.12      Independent Nature of Investors’ Obligations and Rights.  The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document.  The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor.  Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents.  Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.  The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Persons and not because it was required or requested to do so by any Person.

9.13      Reliance by and Exculpation of Agents. 

25

(a)      Each Investor agrees and acknowledges that (i) none of the Agents has made, or will make, any representations or warranties with respect to the Company or the offer and sale of the Shares, and such Investor will not rely on any statements made by any Agent, orally or in writing, to the contrary; (ii) it will be responsible for conducting its own due diligence investigation with respect to the Company and the offer and sale of the Shares, (iii) it will be purchasing Shares based on the results of its own due diligence investigation of the Company, (iv) it has negotiated the offer and sale of the Shares directly with the Company, and the Agents will not be responsible for the ultimate success of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of total loss of such investment.  Each Investor further represents and warrants to each Agent that it, including any fund or funds that it manages or advises that participates in the offer and sale of the Shares, is permitted under its constitutive documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this Agreement.  In light of the foregoing, to the fullest extent permitted by law, each Investor releases each Agent, its employees, officers, representatives and Affiliates from any liability with respect to such Investor’s participation in the offer and sale of the Shares including, but not limited to, any improper payment made in accordance with the information provided by the Company. This Section 9.13 shall survive any termination of this Agreement.  The Agents have introduced each Investor to the Company in reliance on the Investor’s understanding and agreement to this Section 9.13.

(b)      The parties agree and acknowledge that each Agent may rely on the representations, warranties, agreements and covenants of the Company contained in this Agreement and may rely on the representations and warranties of the respective Investors contained in this Agreement as if such representations, warranties, agreements and covenants, as applicable, were made directly to such Agent.  The parties further agree each Agent may rely on the legal opinions to be delivered pursuant to Section 6.1(i) hereof.

(c)      Each Investor agrees, for the express benefit of the Agents, that: no Agent, nor any of its Affiliates or any of its representatives (1) has any duties or obligations with respect to the transactions contemplated hereby other than those specifically set forth herein or in the engagement letter, to be entered into between the Company and the Agents; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents; or (4) shall be liable to such Investor (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for such Agent’s own gross negligence, willful misconduct or bad faith.  The Agents, their Affiliates and their representatives shall be entitled to be indemnified by the Company for acting as placement agents hereunder pursuant the indemnification provisions set forth in the engagement letter referenced above.

[signature page follows]  

26

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Company:	GENCO SHIPPING & TRADING LIMITED
	By:	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
	Title: Chief Financial Officer

[SIGNATURE PAGE TO GENCO SHIPPING & TRADING LIMITED PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

	Centerbridge Capital Partners II (Cayman), L.P.
	Centerbridge Capital Partners SBS II (Cayman), L.P.
	Centerbridge Credit Partners Master LP
The Investors:	Centerbridge Credit Partners LP
	Centerbridge Special Credit Partners II AIV IV (Cayman) LP
	Centerbridge Special Credit Partners II LP
	Investor Name

By:	/s/ Susanne V. Clark
Name: Susanne V. Clark
Title: Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

	Q4 Funding, L.P.
The Investors:	By:	Star Spangled Sprockets, L.P., its General Partner
	By:	Excalibur Domestic, LLC, its General Partner
	By:	/s/ Noel Nesser
	Name:  Noel Nesser
	Title:  Chief Administrative Officer
	Notice Information:
	Address: c/o Star Spangled Sprockets, L.P., its General Partner
	301 Commerce Street, Suite 3200
	Fort Worth, TX  76102
	Attn:  Financial Control
	Phone:  817-332-9500
	Fax:  817-332-5335
	Email: finarb@acmewidget.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

	Q Funding III, L.P.
The Investors:	By:	Prufrock Onshore, L.P., its General Partner
	By:	J Alfred Onshore, LLC, its General Partner
	By:	/s/ Noel Nesser
	Name:  Noel Nesser
	Title:  Chief Administrative Officer
	Notice Information:
	Address: c/o Prufrock Onshore, L.P., its General Partner
	301 Commerce Street, Suite 3200
	Fort Worth, TX  76102
	Attn:  Financial Control
	Phone:  817-332-9500
	Fax:  817-332-5335
	Email: finarb@acmewidget.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

	Acme Energized, L.P.
The Investors:	By:	Scepter Holdings, Inc., its General Partner
	By:	/s/ Noel Nesser
	Name:  Noel Nesser
	Title:  Chief Administrative Officer
	Notice Information:
	Address:  301 Commerce Street, Suite 3200
	Fort Worth, TX  76102
	Attn:  Financial Control
	Phone:  817-332-9500
	Fax:  817-332-5335
	Email: finarb@acmewidget.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

	L3, Ltd.
The Investors:	By:	Amalgamated Gadget, L.P., as its Investment Manager
	By:	Scepter Holdings, Inc., its General Partner
	By:	/s/ Noel Nesser
	Name:  Noel Nesser
	Title:  Chief Administrative Officer
	Notice Information:
	Address: c/o Amalgamated Gadget, L.P., as its Investment Manager
	301 Commerce Street, Suite 3200
	Fort Worth, TX  76102
	Attn:  Financial Control
	Phone:  817-332-9500
	Fax:  817-332-5335
	Email: finarb@acmewidget.com

N WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Pilgrim Global ICAV
	Investor Name
	By:	/s/ Connor McGregor
	Name:  Connor McGregor
	Title:  Director
	Notice Information:
	Address:
	Attn:
	Phone:
	Fax:
	Email:

[SIGNATURE PAGE TO GENCO SHIPPING & TRADING LIMITED PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:

STRATEGIC VALUE MASTER FUND, LTD.

By: Strategic Value Partners, LLC, its Investment Manager

By:	/s/ James Dougherty
Name:	James Dougherty
Title:	Fund Chief Financial Officer

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

By: SVP Special Situations II, LLC, its Investment Manager

By:	/s/ James Dougherty
Name:	James Dougherty
Title:	Fund Chief Financial Officer

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

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

By:	/s/ James Dougherty
Name:	James Dougherty
Title:	Fund Chief Financial Officer

STRATEGIC VALUE OPPORTUNITIES FUND, L.P.

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

By:	/s/ James Dougherty
Name:	James Dougherty
Title:	Fund Chief Financial Officer

[Signature Page to Genco Shipping & Trading Limited Amendment to Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:
	Alliance Semiconductor Corporation
	By:	/s/ Alan B. Howe
	Name:  Alan B. Howe
	Title:  Interim Chief Executive Officer
	Notice Information:
	Address:  10755 Scripps
	Poway Pkwy, #302
	San Diego, CA 92131
	Attn:  Alan B. Howe
	Phone:  (858) 829-6713
	Fax:  --
	Email: ahowe@bbi-llc.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Catherine Miller Trust C
	Investor Name
	By:	MILFAM LLC
	Its:	Investment Advisor
	By:	/s/ Lloyd I. Miller III
	Name:  Lloyd I. Miller III
	Title:  Manager
	Notice Information:
	Address:
	3300 S. Dixie Highway, Suite 1-365
	West Palm Beach, FL  33405
	Attn:  Lloyd I. Miller III
	Phone:  (561) 287-5399
	Fax:  (619) 923-2908
	Email: info@limadvisory.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Lloyd I. Miller Trust A-4
	Investor Name
	By:	MILFAM LLC
	Its:	Investment Advisor
	By:	/s/Lloyd I. Miller III
	Name:   Lloyd I. Miller III
	Title:   Manager
	Notice Information:
	Address:
	3300 S. Dixie Highway, Suite 1-365
	West Palm Beach, FL  33405
	Attn:  Lloyd I. Miller III
	Phone:  (561) 287-5399
	Fax:  (619) 923-2908
	Email: info@limadvisory.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	BROADBILL PARTNERS LP
	Investor Name

By:	/s/ Jeffrey F. Magee, Jr.
Name:	Jeffrey F. Magee, Jr.
Title:	C.O.O. of Broadbill Investment Partners LLC
Its:	Investment Advisor

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	BROADBILL PARTNERS II, LP
	Investor Name

By:	/s/ Jeffrey F. Magee, Jr.
Name:	Jeffrey F. Magee, Jr.
Title:	C.O.O. of Broadbill Investment Partners LLC
Its:	Investment Advisor

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	BLACK RHINO LP
	Investor Name

By:	/s/ Jeffrey F. Magee, Jr.
Name:	Jeffrey F. Magee, Jr.
Title:	C.O.O. of Broadbill Investment Partners LLC
Its:	Investment Advisor

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:

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

Apollo Credit Opportunity Trading Fund III

By: Apollo Credit Opportunity Fund III LP, its general partner

By: Apollo Credit Opportunity Management III LLC, its investment manager

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Apollo Credit Opportunity Fund (Offshore) III LP, its general partner

By: Apollo Credit Opportunity Management III LLC, its investment manager

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Apollo European Credit Fund L.P.

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

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

Apollo SK Strategic Investments, L.P.

By: Apollo SK Strategic Investments, LLC., its investment manager

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Apollo Special Opportunities Managed Account, L.P.

By: Apollo SVF Management, L.P., its investment manager

By: Apollo SVF Management GP, LLC, its general partner

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Apollo Zeus Strategic Investments, L.P.

By: Apollo Zeus Management, L.P., its investment manager

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Notice Information:

Apollo Global Management, LLC

9 West 57th Street, 43rd Floor

New York, NY 10019

Attention: Joseph D. Glatt

Fax: (646) 417-6605

With a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Gregory V. Gooding

Fax: (212)-521-7870

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	AC Maritime Ltd
	Investor Name
	By:	/s/ Ernest Scalamandre
	Name: Ernest Scalamandre
	Title:   Director

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	THE MANGROVE PARTNERS MASTER FUND LTD.
	Investor Name
	By:	/s/ Ward Dietman
	Name:   Ward Dietman
	Title:   Authorized Person

Notice Information:
Address	40 Mangrove Partners
	645 Madison Avenue, 14th Fl.
	New York, New York  10022

Attn:	OPS
Phone:	(212) 897-9537
Fax:	(212) 897-9534
Email:	OPS@MangrovePartners.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	GSA QMS Master Fund Limited
	Investor Name
	By:	/s/ Dean Gregory
	Name:   Dean Gregory
	Title:  COO of the Investment Manager

Notice Information:
Address	c/o GSA Capital Stratton House
	5 Stratton Street
	London W1J 8LA

Attn:	Dean Gregory
Phone:	020 7959 8800
Fax:
Email:	fundnotices@gsacapital.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Company:	GENCO SHIPPING & TRADING LIMITED
	KLP Afta Global Energi
	By:	/s/Simon Røksund Johannessen
	Name:  /s/Simon Røksund Johannessen
	Title:  Portfolio Manager

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Vatne International AS
	Investor Name
	By:	/s/ Runar Vatne
	Name:  Runar Vatne
	Title:  Owner

Notice Information:
Address	Frognerveisen 22
	0263 Oslo

Attn: 

Phone:

Fax:

Email:

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	LOYOLA CAPITAL PARTNERS LP
	Investor Name
	By:	/s/ Robert J. Reynolds
	Name:  Robert J. Reynolds
	Title:   Principal/General Partner

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	APOLLO ASSET LTD.
	By:	/s/Arne H. Fredly
	Name:  Arne H. Fredly
	Title:

Notice Information:
Address	Tour Odeon, 34 Avenue Lannonciade
	MC 98000 Monaco

Attn:
Phone:	+33 6 40 61 4001
Fax:
Email:	arne@fredly.info

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:
	By:	/s/ Frode Teigen
	Name:  Frode Teigen
	Title:

Notice Information:
Address:	Ovre Prestegardsv 27
	4371 Egersund
	Norway

Phone:	+47 941 40 023
Email:	frode@kontren.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Tigerstaden AS
	Investor Name
	By:	/s/ Ketil Skorstad
	Name:  Ketil Skorstad
	Title: Owner

Notice Information:
Address:	Aralveien 6
	0371 Oslo
	Norway
Attn:
Phone:	+47 90 85 8300
Fax:
Email:

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Alden AS
	Investor Name
	By:	/s/ Edwin Austdø
	Name:  Edwin Austdø
	Title: CEO

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Pactum AS
	Investor Name
	By:	/s/ Eivind Astrup
	Name:  Eivind Astrup
	Title:  CEO

Notice Information:
Address:	P.O. Box 1357 Vika
	0113 Oslo
	Norway
Attn:	Arve Bakke
Phone:	+47 23 11 8844
Fax:	N/A
Email:	Post@pactum.no

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Gironde  AS
	Investor Name
	By:	/s/ Ole Anders Engebretsen
	Name:  Ole Anders Engebretsen
	Title:  Man. Dir.

Notice Information:
Address:	P.O. Box 1158
	Sentrum
	0151 Oslo

	Grev Wedels Plass 9
	0151 Oslo
Attn:	Ole Anders Engebretsen
Phone:	+47 22 93 6023
Fax:	+47 22 93 6010
Email:	oae@fearnleys.no

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Camaca AS
	Investor Name
	By:	/s/ Petter Haugen
	Name:  Petter Haugen (on behalf of Herman Flinder)
	Title:

Notice Information:
Address:	Golfstubben 27
	0757 Oslo
	Norway
Attn:	Herman Flinder
Phone:	0017135153938
Fax:
Email:	h.flinder@fearnleys.no

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Glaamene Industrier AS
	Investor Name
	By:	/s/ Egil W. Iversen
	Name:  Egil W. Iversen
	Title:  Adm. Dir.

Notice Information:
Address:	Holmenkollum 135
	0787 Oslo
	Norway
Attn:	Egil W. Iversen
Phone:	0047 915 13941
Fax:
Email:	ew.iversen@fearnleys.no

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Midelfart Invest AS
	Investor Name
	By:	/s/ Geir Moe
	Name:  Geir Moe
	Title:  CEO

Notice Information:
Address:	Tjuvholmen Alle 3
	0252 Oslo
	Norway
Attn:	Geir Moe
Phone:	+47 24 11 0205
Fax:
Email:	gm@midelfertholding.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Silvercoin Industries AS
	Investor Name
	By:	/s/ Haakon Sæter
	Name:
	Title:

Notice Information:
Address:	Tyrihjellveien 27
	1639 Gamle Fredrikstad
	Norway
Attn:
Phone:
Fax:
Email:

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Surfside Holdings AS
	Investor Name
	By:	/s/ Morten E. Astrup
	Name:  Morten E. Astrup
	Title:  Direktør

Notice Information:
Address:	c/o Bjørguin AS
	Post Boks 1357 Vika
	0113 Oslo
Attn:
Phone:	+44 777 8888 000
Fax:
Email:	morten@stormcapital.co.uk

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Value Works Limited Partners
	Investor Name
	By:	/s/ Charles Lemonides
	Name:  Charles Lemonides
	Title:  Principal, Portfolio Manager

Notice Information:
Address:	1 World Trade Center, 84G
	New York, NY 10007
Attn:	Eric Lily
Phone:	212-819-1818
Fax:	212-819-1463
Email:	ericl@valueworksllc.com

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:
	Investor Name
	By:	/s/ John C. Wobensmith
	Name:
	Title:

Notice Information:

Address: 

Attn: 

Phone: 

Fax: 

Email:

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement or caused their duly authorized officers to execute this Purchase Agreement as of the date first above written.

The Investors:	Easy Group Holdings Ltd
	Investor Name
	By:	/s/ Stelios Haji-Ioannou
	Name:  Stelios Haji-Ioannou
	Title:

EXHIBIT A

CERTIFICATE OF DESIGNATIONS

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CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PREFERRED STOCK OF

GENCO SHIPPING & TRADING LIMITED

The undersigned, John C. Wobensmith, does hereby certify:

1.      That he is the duly elected and acting President and Secretary of Genco Shipping & Trading Limited a Marshall Islands corporation (the “Company”).

2.      That pursuant to the authority conferred by the Company’s Second Amended and Restated Articles of Incorporation, as amended, the Company’s Board of Directors on [__________], 2016 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Company’s Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the Company by the Articles of Incorporation, the Board does hereby establish a series of preferred stock, par value $0.01 per share, and the designation and certain powers, preferences and other special rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

Section 1. Designation and Amount.  The shares of such series shall be designated as “Series A Preferred Stock”.  The  Series A Preferred Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall initially be 27,061,856, which number the Board may from time to time increase or decrease (but not below the number then outstanding).  The Series A Preferred Stock shall have a liquidation preference of $4.85 per share (the “Liquidation Preference”).

Section 2. Ranking.  The Series A Preferred Stock shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company, (a) senior to the common stock, par value $0.01 per share, of the Company (the “Common Stock”), whether now outstanding or hereafter issued, and to each other class or series of stock of the Company (including any series of preferred stock established after [___________], 2016 (the “Issue Date”) by the Board of Directors) the terms of which do not expressly provide that such class or series ranks senior to, or pari passu, with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Junior Stock”); (b) pari passu with each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks pari passu with the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Parity Stock”); and (c) junior to each other class or series of stock of the Company established after the Issue Date by the Board of Directors the terms of which expressly provide that such class or series ranks senior to the Series A Preferred Stock as to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Company (collectively referred to as “Senior Stock”). The Company’s ability to issue Capital Stock that ranks pari passu with or senior to the Series A Preferred Stock shall be subject to the provisions of Section 5.

Section 3. Dividends.  (a) Holders of shares of Series A Preferred Stock shall be entitled to cumulative dividends on the Series A Preferred Stock payable semiannually, which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of the assets of the Company legally available therefor, and shall be payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to herein as a “Dividend Payment Date”) at the rate per annum of 6% per share on the Liquidation Preference; provided that, in the event that on any Dividend Payment Date, the

Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series A Preferred Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible.

For purposes of this Section 3(a), a dividend period with respect to a Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Dividends payable on a Dividend Payment Date shall be payable to Holders of record on the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”).

Notwithstanding anything in this Section 3(a) to the contrary, and without limiting any other remedy available to the Company or any other party, dividends shall not accrue or be payable in respect of shares initially issued to any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Company in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor.  Any shares issued to such Holders shall bear the Stockholder Approval Legend.

(b) Payment of Dividends. The Company may make each dividend payment on the Series A Preferred Stock either (i) in cash (or, if applicable, in the same form as such dividend is paid to holders of Common Stock) or (ii) at the Company’s option, by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid (or, in the case of a non-cash distribution, having an aggregate Liquidation Preference equal to the fair market value of such dividend (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution)). Each fractional share of Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accumulating with respect to each outstanding share of Series A Preferred Stock pursuant to Section 3, and all such dividends with respect to such outstanding fractional shares shall accumulate (whether or not declared) and shall be payable in the same manner and at such times as provided for in Section 3 with respect to dividends on each outstanding share of Series A Preferred Stock. No interest or sum of money in lieu of interest shall be payable in respect of any dividends or payment that may be in arrears.

(c) Payment Restrictions. No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior

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Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all accrued and unpaid dividends shall have been or contemporaneously are declared and paid (in cash or in kind), or are declared and a sum of cash sufficient for the payment thereof is set apart for such payment, on the Series A Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the aggregate amounts of dividends declared per share on, and the amounts of such dividends declared in cash or in kind, as applicable, per share on, the Series A Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Stock bear to each other.

Section 4. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, each Holder shall be entitled to receive out of the assets of the Company available for distribution to stockholders of the Company, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all accrued and unpaid cumulative dividends, and (ii) the product of (x) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Stock or such other securities into which the shares of Series A Preferred Stock held by such Holder are then convertible.

None of (i) the sale of all or substantially all of the property or business of the Company (other than in connection with the voluntary or involuntary liquidation, dissolution or winding-up of the Company), (ii) the merger, conversion or consolidation of the Company into or with any other Person or (iii) the merger, conversion or consolidation of any other Person into or with the Company, shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the Company for the purposes of the immediately preceding paragraph.

In the event the assets of the Company available for distribution to Holders upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled.

After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

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Section 5. Voting Rights.

(a) The Holders of shares of Series A Preferred Stock will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 5.

(b) So long as any Series A Preferred Stock is outstanding, in addition to any other vote of stockholders of the Company required under applicable law or the Articles of Incorporation, the affirmative vote or consent of  the Holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class, will be required (i) for any amendment of the Articles of Incorporation if the amendment would alter or change the powers, preferences, privileges or rights of the Holders so as to affect them adversely, (ii) to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Stock or Senior Stock, or (iii) to reclassify any authorized stock of the Company into any Parity Stock or Senior Stock, or any obligation or security convertible into or evidencing a right to purchase any Parity Stock or Senior Stock. No such vote shall be required for the Company to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Junior Stock.

Section 6. Conversion.  

(a) Mandatory Conversion. Effective as of the close of business on the Stockholder Approval Date, with respect to the shares of Series A Preferred Stock of a Holder, such Holder’s shares of Series A Preferred Stock shall automatically, without any action of such Holder, convert into a number of shares of Common Stock equal to the aggregate Liquidation Preference of such shares of Series A Preferred Stock divided by the Conversion Price then in effect (such quotient, the “Conversion Shares”).

(b) In addition, effective as of the close of business on the Stockholder Approval Date, a Holder of Series A Preferred Stock shall be entitled to receive, at the election of the Company, either (i) cash in an amount equal to the then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder or (ii) a number of shares of Common Stock equal to the amount of any then unpaid Deferred Dividends in respect of shares of Series A Preferred Stock held by such Holder divided by the Conversion Price then in effect (such quotient, the “Dividend Shares”).

No Holder may convert shares of Series A Preferred Stock other than pursuant to Section 6(a).

(c) Conversion Procedures.  

(i) In the event of conversion pursuant to Section 6(a), the Company shall deliver as promptly as practicable written notice to each holder specifying: (A) the Stockholder Approval Date; (B) the number of shares of Common Stock to be issued in respect of each share of Series A Preferred Stock that is converted; (C) the place or places where certificates or evidence of book-entry notation for such shares of Series A Preferred Stock are to be surrendered for issuance of certificates or evidence of book-entry notation representing shares of Common Stock; and (D) that dividends on the shares to be converted will cease to accrue on such Stockholder Approval Date. Unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with Section 15(f).

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(ii) The conversion shall be deemed to have been effected at the close of business on the Stockholder Approval Date. At such time: (A) the person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such mandatory conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time; (B) such shares of Series A Preferred Stock so converted shall no longer be deemed to be outstanding, and all rights of a holder with respect to such shares shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this Section 6 and the right to receive any dividend declared but not yet paid pursuant to Section 3.

(iii) Holders of shares of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares of Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the mandatory conversion thereof following such Dividend Record Date and prior to such Dividend Payment Date. In such event, any such dividend that would otherwise be payable in the form of Series A Preferred Stock shall be payable to such Holder either (i) in cash or (ii) at the Company’s option, in shares of Common Stock converted at the Conversion Price in effect as of the time of such mandatory conversion.

(iv) In connection with the mandatory conversion of shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay an amount of cash in respect of such fractional interest equal to such fractional interest multiplied by the Market Value per share of Common Stock on the Stockholder Approval Date.

Section 7. Settlement upon Conversion. The Company shall satisfy its obligation to deliver Conversion Shares and, if applicable, Dividend Shares (or such other class or series of securities into which the Series A Preferred Stock is then convertible) upon conversion of Series A Preferred Stock by delivering to each Holder surrendering shares of Series A Preferred Stock for conversion a number of shares of Common Stock (or such other class or series of securities into which the Series A Preferred Stock is then convertible) equal to the number of Conversion Shares and, if applicable, Dividend Shares to which such Holder is entitled pursuant to Section 6 (provided that the Company will deliver cash in lieu of fractional shares), as soon as practicable after the third Trading Day (but in no event later than the fifth Business Day) following the Stockholder Approval Date. In the event the Company elects to pay cash pursuant to Section 6(b)(i), such cash payment shall be made on the same date.

Section 8. Anti-dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments from time to time:

(i) Stock Dividends. In case the Company shall pay or make a dividend or other distribution on the Common Stock in Common Stock, the Conversion Price, as in effect at the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such dividend or other distribution, shall be adjusted by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or other distribution pursuant to Section 3.

(ii)  Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares

5

of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided,  however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided,  further,  however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

(iii) Stock Splits, Reverse Splits and Combinations. In case outstanding shares of Common Stock shall be subdivided, split or reclassified into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split, reclassification or combination becomes effective.

(iv) Debt, Asset or Security Distributions.

(A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior

6

to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

(v) Tender Offers. In the case that a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended through the expiration thereof) shall require the payment to stockholders of the Company (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of aggregate consideration having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) per share of Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then, immediately prior to the opening of business on the day after the date of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as amended through the expiration thereof), the Conversion Price shall be reduced by multiplying the Conversion Price immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to the product of (x) the Market Value on the date of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time, and (B) the denominator of which shall be equal to (x) the product of (I) the Market Value on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares validly tendered or exchanged, not withdrawn and accepted for payment on the date of the Expiration Time (such validly tendered or exchanged shares, up to any such maximum, being referred to as the “Purchased Shares”) plus (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders of the Company pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares).

(b) De minimis Adjustments. Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Price then in effect. Any lesser

7

adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall result in an increase or decrease of at least 1.0% of such Conversion Price. No adjustment under this Section 8 shall be made if such adjustment will result in a Conversion Price that is less than the par value of the Common Stock.

(c) Tax-Related Adjustments. The Company may make such reductions in the Conversion Price, in addition to those required by this Section 8, as the Board of Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction in the Conversion Price.

(d) Stockholder Rights Plans. Upon conversion of the Series A Preferred Stock, to the extent that the Holders receive Common Stock, such Holders shall receive, in addition to the shares of Common Stock, the rights issued under any future stockholder rights plan the Company may establish whether or not such rights are separated from the Common Stock prior to conversion. A distribution of rights pursuant to any stockholder rights plan will not result in an adjustment to the Conversion Price pursuant to Section 8(a)(ii) or 7(a)(iv), provided that the Company has provided for the Holders to receive such rights upon conversion.

(e) Notice of Adjustment. Whenever the Conversion Price is adjusted in accordance with this Section 8, the Company shall (i) compute the Conversion Price in accordance with this Section 8 and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to this Section 8 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the Transfer Agent shall provide a written notice to the Holders of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the adjusted Conversion Price.

(f) Reversal of Adjustment. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(g) Exceptions to Adjustment. The applicable Conversion Price shall not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

8

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

(iv) upon the issuance of any shares of Common Stock or any other security of the Company in connection with acquisitions of assets or securities of another Person, including with respect to any merger or consolidation or similar transaction;

(v) for a change in the par value of the Common Stock; or

(vi) for accrued and unpaid dividends on the Series A Preferred Stock.

Section 9. Recapitalizations, Reclassifications and Changes in the Company’s Stock. In the event of any reclassification of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or any sale or other disposition to another Person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a “Transaction”), upon conversion of its shares of Series A Preferred Stock, a Holder will be entitled to receive the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Transaction, after giving effect to any adjustment event or, in the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Transaction, the weighted average of the forms and amounts of consideration received by the holders of the Common Stock. In the event that at any time, as a result of an adjustment made pursuant to this Certificate of Designations, the Holders shall become entitled upon conversion to any securities other than, or in addition to, shares of Common Stock, thereafter the number or amount of such other securities so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock set forth in this Certificate of Designations.

Section 10. Consolidation, Merger and Sale of Assets.

(a) The Company, without the consent of the Holders, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Company (any of the foregoing, “Reorganization”); provided,  however, that the shares of Series A Preferred Stock will become the kind and amount of securities of such successor, transferee or lessee, cash and other property receivable by a holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock were convertible immediately prior to such Reorganization, having in respect of such successor, transferee or lessee the same power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon.

(b) Upon any consolidation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Company as described in Section 10(a), the successor resulting from such consolidation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the shares of Series A Preferred Stock, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Series A Preferred Stock.

Section 11. Notices.

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(a) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders by issuing a press release, rather than directly to Holders, the Company shall do so in a public medium that is customary for such press release.  In such cases, publication of a press release through GlobeNewswire, Inc. shall be considered sufficient to comply with such notice obligation.

(b) When the Company is required, pursuant to this Certificate of Designations, to give notice to Holders without specifying the method of giving such notice, the Company shall do so by sending notice via first class mail or by overnight courier to the Holders of record as of a reasonably current date.

Section 12. Transfer of Securities.

(a) The shares of Series A Preferred Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”) have not been registered under the Securities Act or any other applicable securities laws and may not be offered or sold except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from registration under the Securities Act and any other applicable securities laws, or in a transaction not subject to such laws. The Common Stock issuable upon conversion of the Series A Preferred Stock will have the benefit of certain registration rights under the Securities Act pursuant to the Registration Rights Agreement entered into by the Company and the Holders on [__________], 2016, a copy of which may be obtained from the Company by writing to it at Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor, New York, NY 10171, Attention: Secretary.

(b) Shares of Common Stock issued upon a conversion of the shares of Series A Preferred Stock bearing the Restricted Stock Legend, prior to the first anniversary of the Issue Date, shall bear a restricted common stock legend that corresponds to the Restricted Stock Legend (the “Restricted Common Stock Legend”).

Section 13. Certain Tax Matters. The Company shall be entitled to deduct and withhold from any payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration deliverable to a Holder of a share of Series A Preferred Stock, any amounts required to be deducted or withheld under applicable U.S. federal, state, local or foreign tax laws with respect to such payment or issuance. In the event the Company paid withholding taxes to a governmental authority in respect of any amount treated as a distribution on a share of Series A Preferred Stock, the Company shall be entitled to deduct any such taxes from any subsequent payment of cash, shares of Series A Preferred Stock, shares of Common Stock or other consideration otherwise deliverable to a Holder of a share of Series A Preferred Stock.

Section 14. Definitions.  

(a)  “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person,

(b) “Board of Directors” has the meaning set forth in the first paragraph of this Certificate of Designations.

(c) “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Transfer Agent.

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(d) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in the City of New York are authorized or required by law or executive order to close.

(e) “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

(f) The “Closing Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market. In the absence of such a quotation, the Closing Sale Price of the Common Stock will be an amount determined in good faith by the Board of Directors to be the fair market value of such Common Stock, and such determination shall be conclusive.

(g) “Common Stock” has the meaning set forth in Section 2.

(h) “Company” has the meaning set forth in the first paragraph of this Certificate of Designations.

(i) “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(j) “Conversion Price” shall initially equal $4.85 per share of Common Stock, and shall be subject to adjustment as set forth in Section 8.

(k) “Conversion Shares” has the meaning set forth in Section 6(a).

(l) “Dividend Payment Date” has the meaning set forth in Section 3(a).

(m) “Dividend Record Date” has the meaning set forth in Section 3(b).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Expiration Time” has the meaning set forth in Section 8(a)(v).

(p) “Holder” means the Person in whose name a share of Series A Preferred Stock is registered.

(q) “including” means “including, without limitation”.

(r) “Initial Public Offering” means, in the event of a Spin-off, the first time securities of the same class or type as the securities being distributed in the Spin-off are bona fide offered to the public for cash.

(s) “Issue Date” has the meaning set forth in Section 2.

(t) “Junior Stock” has the meaning set forth in Section 2.

(u) “Liquidation Preference” has the meaning set forth in Section  1.

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(v) “Market Value” means, with respect to any date of determination, the average Closing Sale Price of the Common Stock for a five consecutive Trading Day period preceding the earlier of (i) the day preceding the date of determination and (ii) the day before the “ex date” with respect to the issuance or distribution requiring such computation. For purposes of this definition, the term “ex date” when used with respect to any issuance or distribution, means the first date on which the Common Stock trades, regular way, on the New York Stock Exchange or the principal national securities exchange on which the Common Stock is traded, or if it is not so traded, on the over-the-counter market, without the right to receive the issuance or distribution.

(w) “Meeting End Date” shall mean seventy-five days after the Issue Date.

(x) “Officer” means the President, Chief Executive Officer, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company.

(y) “Officer’s Certificate” means a certificate signed by two Officers.

(z) “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Company.

(aa) “Parity Stock” has the meaning set forth in Section 2.

(bb) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

(cc) “Purchased Shares” has the meaning set forth in Section 8(a)(v).

(dd)  “Registration Rights Agreement” means the Registration Rights Agreement, dated as of [_________], 2016, by and among, the Company and the Purchasers (as defined therein) set forth on the signature page thereto.

(ee) “Reorganization” has the meaning set forth in Section 10(a).

(ff) “Restricted Common Stock Legend” has the meaning set forth in Section 12(b).

(gg) “Restricted Stock Legend” means a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(hh) “Securities” has the meaning set forth in Section 12(a).

(ii) “Securities Act” means the Securities Act of 1933, as amended.

(jj) “Senior Stock” has the meaning set forth in Section 2.

(kk) “Series A Preferred Stock” has the meaning set forth in Section 1.

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(ll) “Spin-off” means a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company.

(mm) “Stockholder Approval” means the stockholder approval of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.

(nn) “Stockholder Approval Date” means the date on which the Stockholder Approval is obtained.

(oo)      “Stockholder Approval Legend” means a legend to the following effect: 

THE SHAREHOLDER TO WHOM THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IS CONTRACTUALLY OBLIGATED TO VOTE IN IN FAVOR OF ANY PROPOSAL MADE AT A MEETING OF STOCKHOLDERS OF THE COMPANY IN ORDER TO EFFECT THE STOCKHOLDER APPROVAL AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PREFERRED STOCK OF GENCO SHIPPING & TRADING LIMITED.  NO DIVIDENDS SHALL ACCRUE OR BE PAYABLE IN RESPECT OF SUCH SHARES IF THE SHAREHOLDER FAILS SO TO VOTE IN FAVOR.

(pp) “Subsidiary” of any Person means any other Person (i) more than 50% of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such other Person are, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists, or (ii) which does not have outstanding shares or securities with such right to vote, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest representing the right to make the decisions for such other Person is, now or hereafter, owned or controlled, directly or indirectly, by such first Person, but such other Person shall be deemed to be a Subsidiary only so long as such ownership or control exists.

(qq) “Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange.

(rr) “Transaction” has the meaning set forth in Section 9.

(ss) “Transfer Agent” means Computershare Trust Company, N.A. unless and until a successor is selected by the Company, and then such successor.

(tt) “Triggering Event” means a specified event the occurrence of which entitles the holders of rights, options or warrants to exercise such rights, options or warrants.

Section 15. Miscellaneous.  

(a) The Liquidation Preference and any dividend rate set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series A Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (and such determination shall be conclusive).

(b) For the purposes of Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

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(c) If the Company shall take any action affecting the Common Stock, other than any action described in Section 8, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders, then the Conversion Price for the Series A Preferred Stock may be adjusted, to the extent permitted by law, in such manner, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(d) The Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock for the purpose of effecting conversion of the Series A Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series A Preferred Stock not theretofore converted. For purposes of this Section 15(d), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series A Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(e) Any shares of Common Stock issued upon conversion of the Series A Preferred Stock shall be duly and validly issued and fully paid and nonassessable, free from preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof, except for transfer restrictions imposed by applicable securities laws and the Registration Rights Agreement.

(f) The Company shall pay all transfer, stamp and other similar taxes due with respect to the issuance or delivery of shares of Common Stock or other securities or property upon conversion of the Series A Preferred Stock; provided,  however, that the Company shall not be required to pay any tax that may be payable with respect to any transfer involved in the issuance or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of the Series A Preferred Stock to be converted, and the Holder shall be responsible for any such tax.

(g) The Series A Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Company.

(h) The Series A Preferred Stock shall not be subject to redemption.

(i) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(j) Series A Preferred Stock may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends,

participate in distributions and have the benefit of all other rights of Holders of Series A Preferred Stock.

(k) Subject to applicable escheat laws, any monies set aside by the Company in respect of any payment with respect to shares of the Series A Preferred Stock, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Company, after which reversion the Holders of such shares shall look only to the general funds of the Company for the payment thereof. Any interest accumulated on funds so deposited shall be paid to the Company from time to time.

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(l) Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designations or the Articles of Incorporation.

(m) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(n) If any of the voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special rights of Series A Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

(o) Shares of Series A Preferred Stock that (i) have not been issued on or before the Issue Date or (ii) have been issued and reacquired in any manner, including shares of Series A Preferred Stock purchased or converted, shall (upon compliance with any applicable provisions of Business Corporations Act of the Republic of the Marshall Islands) have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Company; provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.

(p) If any of the Series A Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, reasonably satisfactory to the Company and the Transfer Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed this _____ day of ________, 2016.

John C. Wobensmith

President and Secretary

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EX-10.29

Exhibit 10.29

ESCROW AGREEMENT

This Escrow Agreement dated this 27th day of October, 2016 (the “Escrow Agreement”), is entered into by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”) and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”).  The parties to this Agreement are individually referred to as “Party” and collectively as “Parties.” 

RECITALS

WHEREAS, the Company intends to offer and sell to certain investors (the “Investors”) in a private placement financing (the "Private Placement") the Company's Series A Convertible Preferred Stock (the "Stock") pursuant to a purchase agreement, dated the date hereof, among the Company and the Investors (the “Purchase Agreement”).

WHEREAS, the Investors, in connection with their intent to purchase the Stock in the Private Placement, are to deliver cash in payment therefor; and

WHEREAS, the Private Placement will close only after fulfillment of the conditions set forth in Exhibit A hereto (the "Closing Conditions"); and

WHEREAS, the parties hereto desire to provide for the safekeeping of the Escrow Amount and the Certificates (each as defined below) until such time as the Escrow Amount and the Certificates (collectively, the “Escrow Deposits”) are released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises, and further consideration of the covenants set forth hereafter, it is hereby agreed mutually as follows:

ARTICLE 1

ESCROW DEPOSITS

Section 1.1.  Receipt of Escrow Deposits.

(a)     Following execution of this Escrow Agreement by the parties hereto, the Investors are to deposit an aggregate of up to $38,600,000 into an account (the “Escrow Account”) established with Escrow Agent.  The Escrow Account is set forth below:

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Genco Shipping & Trading Limited Escrow Account:

Wilmington Trust, National Association

Manufacturers & Traders Trust Co.

ABA# 031100092

A/C# A/C 118750-000

A/C Name: Genco Shipping & Trading Escrow

Attn: Deb Daniello, 617-457-2020

(b)     Escrow Agent will hold the deposit described in Section 1.1(a) in the Escrow Account, together with all investments thereof and all interest accumulated thereon and proceeds therefrom (the “Escrow Amount”), in escrow upon the terms and conditions set forth in this Escrow Agreement and shall not disburse funds from the Escrow Account except as provided herein.

(c)     Upon execution of this Escrow Agreement by the parties hereto, the Company shall deposit stock certificates representing all Stock issuable to the Investors under the Private Placement (the “Certificates”).  Escrow Agent will hold the Certificates in escrow upon the terms and conditions set forth in this Escrow Agreement and shall not release the Certificates except as provided herein.  Unless and until the certificate of designations has been filed with respect to the Stock, the Escrow Amount has been released to the Company as provided herein, and Certificates have been released to the Investors as provided herein, the Stock shall not be deemed to be outstanding and the Investors shall have no rights as shareholders of the Stock.

Section 1.2.  Deposits.  Escrow Agent shall deposit the Escrow Amount in a non-interest bearing account. 

Section 1.3.  Disbursements and Releases. 

(a)     At any time prior to 11:59 p.m. on November 15, 2016 (the “Deadline”), if the Closing Conditions have been fulfilled or waived, the Company may give its written direction in accordance with Section 1.5 hereto (a “Written Direction”) to release the Escrow Amount to the Company to the account and by the means of transmittal specified therein and to release and deliver the Certificates to the Investors to the respective addresses provided by the Company. 

(b)     If the Company provides a Written Direction instructing the Escrow Agent to return the entire Escrow Amount to all Investors and to return the Certificates to the Company, or if the Company provides a Written Direction instructing the Escrow Agent to return any portion of the Escrow Amount to the relevant Investor and to return to the Company the Certificates allocated to such Investor, the Escrow Agent shall promptly return to each such Investor the portion of the Escrow Amount it contributed by check to the address provided by the Company and shall promptly return the applicable Certificates to the Company to its address for notices as set forth herein.

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(c)     In the event that the Company does not provide a Written Direction to the Escrow Agent regarding release or return of the Escrow Deposits at any time prior to the Deadline as described in Section 1.3(a) or (b), the Escrow Agent shall promptly return to each such Investor the portion of the Escrow Amount it contributed by check to the address provided by the Company and shall promptly return the applicable Certificates to the Company to its address for notices as set forth herein.

(d)     In the event that Escrow Agent makes any payment to any party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it.

(e)     The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Deposits, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices.  If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to the Company or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.

(f)      Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to Escrow Agent for the disbursement or release of any Escrow Deposit under this Agreement if such Written Direction is not (i) in writing, (ii) signed by any individual designated by the Company on Exhibit B hereto (each such individual, an “Authorized Representative”) and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.5.

(g)     Upon request the Escrow Agent will furnish monthly statements to the Company setting forth the activity in the Account.

(h)     A party may specify in a written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check.  If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by any means chosen by Escrow Agent.

(i)     To the extent the Company has any claim for damages against an Investor arising out of the Purchase Agreement, without limiting the remedies available to the Company, the Company may assert such claim against the portion of the Escrow Amount such Investor contributed.

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Section 1.4.  Written Direction and Other Instruction.

(a)     With respect to any Written Direction or any other notice, direction or other instruction required to be delivered by a party to Escrow Agent under this Agreement, Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from time to time if the Escrow Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized Representative.  Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction is, in fact, a person duly authorized to give instructions on behalf of a party, other than to verify that the signature of the Authorized Representative on any such instruction appears to be the signature of such person. The Company acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to Escrow Agent, and that there may be more secure methods of transmitting instructions other than the method selected by the Company. Escrow Agent shall have no responsibility or liability for any loss which may result from (i) any action taken or not taken by Escrow Agent in good faith reliance on any such signatures or instructions, (ii) as a result of the Company’s reliance upon or use of any particular method of delivering instructions to Escrow Agent, including the risk of interception of such instruction and misuse by third parties, or (iii) any action taken or not taken by Escrow Agent in good faith reliance on a Written Direction executed by any officer or Authorized Representative named in an incumbency certificate or Exhibit B delivered hereunder prior to actual receipt by Escrow Agent of a more current incumbency certificate or an updated Exhibit B and a reasonable time for Escrow Agent to act upon such updated or more current certificate or Exhibit.

(b)     The Company may, at any time, update Exhibit B by signing and submitting to Escrow Agent an update of such Exhibit.  Any updated Exhibit shall not be effective unless Escrow Agent countersigns a copy thereof.  Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit B.

Section 1.5  Delivery and Authentication of Written Direction.

(a)     A Written Direction must be delivered to Escrow Agent by one of the delivery methods set forth in Section 4.3.

(b)     The Company and Escrow Agent hereby agree that the following security procedures will be used to verify the authenticity of a Written Direction delivered by the Company to Escrow Agent under this Agreement:

(i)      The Written Direction must include the name and signature of the person delivering the disbursement request to Escrow Agent.  Escrow Agent will check that the name and signature of the person identified on the Written Direction appears to be the same as the name and signature of an Authorized Representative; 

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(ii)     Escrow Agent will make a telephone call to an Authorized Representative (which Authorized Representative may be the same as the Authorized Representative who delivered the Written Direction) at any telephone number for such Authorized Representative as set forth on Exhibit B to obtain oral confirmation of delivery of the Written Direction;  and

(iii)    If the Written Direction is sent by email to Escrow Agent, Escrow Agent also shall review such email address to verify that it appears to have been sent from an email address for an Authorized Representative as set forth on Exhibit B, or from an email address for a person authorized under Exhibit B to email a Written Direction to Escrow Agent on behalf of the Authorized Representative).

(c)     Each Party acknowledges and agrees that given its particular circumstances, including the nature of its business, the size, type and frequency of its instructions, transactions and files, internal procedures and systems, the alternative security procedures offered by Escrow Agent and the security procedures in general use by other customers and banks similarly situated, the security procedures set forth in this Section 1.5 are a commercially reasonable method of verifying the authenticity of an order in a Written Direction. 

(d)     Escrow Agent is authorized to execute, and the Company expressly agrees to be bound by any order in a Written Direction issued in its name (and associated funds transfer) (i) that is accepted by Escrow Agent in accordance with the security procedures set forth in this Section 1.5, whether or not authorized by the Company and/or (ii) that is authorized by or on behalf of the Company or for which such party is otherwise bound under the law of agency, whether or not the security procedures set forth in this Section 1.5 were followed, and to debit any relevant account at Escrow Agent for the amount of the order.  Notwithstanding anything else, Escrow Agent shall be deemed to have acted in good faith and without negligence, gross negligence or misconduct if Escrow Agent is authorized to execute the payment order under this Section 1.5. 

(e)     The security procedures set forth in this Section 1.5 are intended to verify the authenticity of orders provided to Escrow Agent and are not designed to, and do not, detect errors in the transmission or content of any order.  Escrow Agent is not responsible for detecting an error in the order, regardless of whether either party believes the error was apparent, and Escrow Agent is not liable for any damages arising from any failure to detect an error.

(f)     When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), Escrow Agent, and any other banks participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. Each party agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by Escrow Agent hereunder.

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(g)     Escrow Agent shall not be obliged to make any payment requested under this Agreement if it is unable to validate the authenticity of the request by the security procedures set forth in this Section 1.5.  Escrow Agent’s inability to confirm a payment order may result in a delay or failure to act on that payment order. Notwithstanding anything else in this Agreement, Escrow Agent shall not be required to treat a payment order as having been received until Escrow Agent has authenticated it pursuant to the security procedures in this Section 1.5 and shall not be liable or responsible for any losses arising in relation to such delay or failure to act.

Section 1.6.  Termination.  Upon the disbursement or release of all of Escrow Deposits, this Escrow Agreement shall terminate and be of no further force and effect except that the provisions of Sections 3.1 and 3.2 hereof shall survive termination.

ARTICLE 2

DUTIES OF THE ESCROW AGENT

Section 2.1.  Scope of Responsibility.  Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature.  Under no circumstances will the Escrow Agent be deemed to be a fiduciary to the Company or any other person under this Escrow Agreement.  The Escrow Agent will not be responsible or liable for the failure of the Company to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document.  References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto.  This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

Section 2.2.  Attorneys and Agents.  The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent.  The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all reasonable compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals.  The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

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Section 2.3.  Right Not Duty Undertaken.  The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.

ARTICLE 3

PROVISIONS CONCERNING THE ESCROW AGENT

Section 3.1.  Indemnification.    The Company hereby agrees to indemnify Escrow Agent, its directors, officers, employees and agents (collectively, the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, attorney's fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be caused by Escrow Agent's gross negligence or willful misconduct.  Escrow Agent shall have a first lien against the Escrow Account to secure the obligations of the parties hereunder.  The terms of this paragraph shall survive termination of this Agreement. 

Section 3.2.  Limitation of Liability.  the escrow agent SHALL NOT be liable, directly or indirectly, for any (i) damages, Losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have DIRECTLY resulted from the escrow agent’s gross negligence or willful misconduct, or (ii) special, Indirect or consequential damages or LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.

Section 3.3.  Resignation or Removal.  The Escrow Agent may resign by furnishing written notice of its resignation to the Company, and the Company may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination.  Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposits and to deliver the same to a successor escrow agent as shall be appointed by the Company, as evidenced by a written notice delivered to  the Escrow Agent or in accordance with a court order.  If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.

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Section 3.4.  Compensation.  The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Company.  The fee agreed upon for the services rendered hereunder is intended as compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event.  If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law.  The terms of this paragraph shall survive termination of this Agreement.

Section 3.5.  Disagreements.  If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Deposits until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Deposits, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of any Escrow Deposits, in which event the Escrow Agent shall be authorized to disburse the Escrow Deposits in accordance with such final court order, arbitration decision, or agreement, or (iii) subject to Section 1.3 hereof, files an interpleader action in any court of competent jurisdiction and deposits the Escrow Deposits with such court, and upon such deposit, the Escrow Agent shall be relieved of all liability as to the Escrow Deposits and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.  The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

Section 3.6.  Merger or Consolidation.  Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

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Section 3.7.  Attachment of Escrow Deposits; Compliance with Legal Orders.  In the event that any Escrow Deposit shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Deposit, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it reasonably deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction.  In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to the Company or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Section 3.8  Force Majeure.  The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

Section 3.9  Compliance with Legal Orders.  Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.

Section 3.10 Disagreements.  In the event Escrow Agent receives conflicting instructions hereunder, Escrow Agent shall be fully protected in refraining from acting until such conflict is resolved to the satisfaction of Escrow Agent.

Section 3.11 No Financial Obligation.  Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in Escrow Agent's sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory.

ARTICLE 4

MISCELLANEOUS

Section 4.1.  Successors and Assigns.  This Escrow Agreement shall be binding on

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and inure to the benefit of the Company and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement, except that the Investors shall be express third-party beneficiaries of this Escrow Agreement.  No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and shall require the prior written consent of the other Party (such consent not to be unreasonably withheld).

Section 4.2.  Escheat.  Each Party is aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state.  The Escrow Agent shall have no liability to the Company, its heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Deposits escheat by operation of law.

Section 4.3.  Notices.   All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery with a reputable national overnight delivery service, (iv) by mail or by certified mail, return receipt requested, and postage prepaid, or (v) by electronic transmission; including by way of e-mail (as long as such email is accompanied by a PDF or similar version of the relevant document bearing an authorized signature, which such signature shall, in the case of the Company, be a signature set forth in Exhibit B.  If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail.  If notice is given to a party, it shall be given at the address for such party set forth below.  It shall be the responsibility of the Company to notify the Escrow Agent in writing of any name or address changes.  In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

If to the Company:

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Attention:  John C. Wobensmith, President

Telephone: (646) 443-8555

Facsimile:  (646) 443-8551

Email address:  john.wobensmith@gencoshipping.com

with a copy (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attention:  Thomas E. Molner, Esq.

Telephone:  (212) 715-9429

Facsimile:  (212) 715-8000

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Email address:  tmolner@kramerlevin.com

If to the Escrow Agent:

Wilmington Trust, National Association

Corporate Client Services

280 Congress Street, Suite 1300

Boston, MA  02210

Attn: Deborah Daniello

Facsimile: (617) 457-2020

Email address:  ddaniello@wilmingtontrust.com

Section 4.4.  Governing Law.   This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.5.Entire Agreement.  This Escrow Agreement sets forth the entire agreement and understanding of the parties related to the Escrow Deposits.

Section 4.6.Amendment.  This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Company and the Escrow Agent; provided that any amendment to Section 1.3 shall require the written consent of Investors who deposited at least a majority of the funds held pursuant to this Agreement.

Section 4.7.Waivers.  The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance.  A waiver by any party to this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

Section 4.8.Headings.  Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

Section 4.9.Counterparts.  This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

Section 4.10. Waiver of Jury Trial.EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT.

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[The remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.

Genco shipping & trading limited
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent
By:	/s/ Deborah M. Daniello
Name:	Deborah M. Daniello
Title:	Vice President

Exhibit A

CLOSING CONDITIONS

1.     All conditions to closing under the Purchase Agreement shall have been fulfilled or waived.

EX-10.3

Exhibit 10.3

CONFIDENTIAL

August 10, 2016

Nordea Bank Finland plc, New York Branch, as Co-ordinator

1211 Avenue of the Americas, 23rd Floor

New York, New York 10036

The Mandated Lead Arrangers party to the Commitment Letter (as defined below)

Re:      Extension of Waiver Termination Event

Ladies and Gentleman:

Reference is made to that certain Commitment Letter, dated as of June 30, 2016, (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Commitment Letter”) among Genco Shipping & Trading Limited, Nordea Bank Finland plc, New York Branch (“Nordea”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), DVB Bank SE (“DVB”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Deutsche Bank AG Filiale Deutschlandgeschäft (“DB”), Crédit Industriel et Commercial (“CIC”) and BNP Paribas (“BNPP” and together with Nordea, SEB, DVB, ABN, CA-CIB, DB and CIC, the “Mandated Lead Arrangers”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Commitment Letter.

We hereby request that the Mandated Lead Arrangers and Lenders agree to extend the date of the Waiver Termination Event set forth in Section 8(v) of the Commitment Letter from August 15, 2016 to August 31, 2016.

Please indicate your consent by countersigning this letter agreement no later than 5:00 p.m., New York City time on August 12, 2016.

Notwithstanding anything contained herein, all other terms and conditions set forth in the Commitment Letter, the Term Sheet and any Fee Letter shall remain in full force and effect and all rights and obligations of the parties thereto remain in full force and effect.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer

[Signature Page to Second Extension of Waiver Termination Event]

Agreed to and Accepted this
11 day of August 2016:
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
By:	/s/ Martin Lunder
Name:	Martin Lunder
Title:	Senior Vice President
By:	/s/ Lynn Sauro
Name:	Lynn Sauro
Title:	First Vice President

[Signature Page to Second Extension of Waiver Termination Event]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
By:	/s/ Carl Montalvo
Name:
Title:
By:	/s/ Magnus Arve
Name:	Magnus Arve
Title:

[Signature Page to Second Extension of Waiver Termination Event]

DVB BANK SE
By:	/s/ Christian Cruden
	Name:  Christian Cruden
	Title:  Vice President
By:	/s/ Natasha Bloetti
	Name:  Natasha Bloetti
	Title:  Vice President

[Signature Page to Second Extension of Waiver Termination Event]

ABN AMRO CAPITAL USA LLC
By:	/s/ Urvashi Zutshi  (Aug 12, 2016)
	Name:  Urvashi Zutshi
	Title:  Exec. Director
By:	/s/ Rajbir Talwar
	Name:  Rajbir Talwar
	Title:  Director

[Signature Page to Second Extension of Waiver Termination Event]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Y. Le Gourieres
	Name:  Y. Le Gourieres
	Title:  Director
By:	/s/ Irina Benimovich
	Name:  Irina Benimovich
	Title:  Senior Associate

[Signature Page to Second Extension of Waiver Termination Event]

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
By:	/s/ Annemarie Ehrhardt
	Name:
	Title: Managing Director
By:	/s/ Klaus Stoltenberg
	Name:
	Title:  MD

[Signature Page to Second Extension of Waiver Termination Event]

CRÉDIT INDUSTRIEL ET COMMERCIAL
By:	/s/ Andrew McKuin
	Name:  Andrew McKuin
	Title:  Managing Director
By:	/s/ Garry Weiss
	Name:  Garry Weiss
	Title:  Managing Director

[Signature Page to Second Extension of Waiver Termination Event]

BNP PARIBAS
By:	/s/ Jean Philippe Poirier
	Name:  Jean Philippe Poirier
	Title:
By:	/s/ Bertrand Dehouck
	Name:  Bertrand Dehouck
	Title:  Managing Director
		Head of Aviation EMEA

[Signature Page to Second Extension of Waiver Termination Event]

EX-10.4

Exhibit 10.4

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:      Baltic Hornet Limited

Copy:  Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

19 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1            Definitions

1.1In this letter:

"Enforcement Action" means:

(a)in relation to any Liabilities:

(i)  the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii) any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii) the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b) the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in any collateral under the Loan Agreement, the Wasp Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event; or  

(c)  the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee A" means the guarantee and indemnity dated 8 October 2014 granted by Guarantor A in favour of the Security Agent.

"Guarantee B" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Guarantees" means Guarantee A and Guarantee B.

"Guarantor A"means 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.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Notification Letter" means the letter dated on or about the date hereof from the Sinosure Agent to Sinosure in connection with the arrangements relating to the Waiver.

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

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"Termination Event" shall have the meaning given to it in paragraph 4.1 below.

"Wasp Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Wasp Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

1.2All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3This letter is designated as a Finance Document.

1.4This letter replaces the waiver letter dated 9 August 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Wasp Limited and Baltic Trading Limited.

2   Request

We refer to the Loan Agreement and the Guarantees and to your request for a waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

3  Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees during the Waiver Period, subject to the following conditions being satisfied:

(a)the Waiver shall apply only in relation to the Waiver Period; and

(b)on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4   Termination of Waiver

4.1The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 4.1(a) to (f) below occurs (each a "Termination Event"), unless such Termination Events are

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expressly waived by the Agent, acting on the instructions of the Majority Lenders:

(a) an Event of Default has occurred which has not been waived or forborne;

(b)the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c) you are in breach of any of your obligations under this letter;

(d)any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne;

(e) on the earlier of:

(i) the date which falls fourteen (14) days after the date of this letter, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii)the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or

(f)  any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

5   Finance Parties' Rights

5.1 Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

5.2Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

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5.3The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

5.4Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a) prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b) be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

6    Undertakings, Representations and Warranties

6.1 During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

6.2During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

6.3During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

6.4 During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to receive

5

information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

6.5The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

6.6 The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

7            Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

8            Counterparts and applicable law

8.1This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

8.2This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Urvashi Zutshi	/s/ Laurence Guguen
Urvashi Zutshi	Laurence Guguen
Managing Director	Executive Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

6

Confirmed and agreed on 19 August 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

7

EX-10.5

Exhibit 10.5

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:        Baltic Hornet Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

19 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1         Definitions

1.1         In this letter:

"Enforcement Action" means:

(a)          in relation to any Liabilities:

(i)         the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii)        any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii)       the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)       the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b)          the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in any collateral under the Loan Agreement, the Wasp Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event; or

(c)          the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

"Termination Event" shall have the meaning given to it in paragraph 5.1 below.

"Wasp Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Wasp Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

1.2         All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3         This letter is designated as a Finance Document.

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1.4         This letter replaces the waiver letter dated 9 August 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Wasp Limited and Baltic Trading Limited.

2            Request

2.1         We refer to the Loan Agreement and to your request for a waiver of compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

2.2         We further refer to the Loan Agreement and the Guarantee and to your request (the "Request") to amend the provisions contained in sub-paragraph (b) (v) of the definition of "Change of Control in the Loan Agreement and sub-paragraph (A)(e) of the definition of “Change of Control” in the Guarantee to clarify certain exclusions relating to Apollo Global Management LLC, Centerbridge Partners L.P. and/or Strategic Value Partners, LLC and/or entities affiliated with any of them, communicating with the Parent or among themselves or entering into agreements with the Parent or among themselves with respect to the acquiring, holding, voting or disposing of shares of the capital stock of the Parent.

3            Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of clause 10.14 (Additional Security) of the Loan Agreement during the Waiver Period, subject to the following conditions being satisfied:

(a)         the Waiver shall apply only in relation to the Waiver Period; and

(b)         on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4            Amendments to Loan Agreement (the "Amendments")

4.1         In consideration of the agreement of the Agent (acting on the instructions of the Majority Lenders) to the Request, it is hereby agreed that from 30 June

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2016 until the Final Maturity Date the following amendments shall be made to the Loan Agreement and the Guarantee (as applicable):

(a)         The following definition shall be inserted in clause 1.1 (Definitions and Interpretation) of the Loan Agreement and in clause 1.1 (Definition and Interpretation) of the Guarantee in alphabetical order:

""Co-ordinated Shareholder Action" means an event whereby Apollo Global Management LLC, Centerbridge Partners L.P. and/or Strategic Value Partners, LLC and/or entities affiliated with any of them, may communicate with the Parent or among themselves or may enter into agreements with the Parent or among themselves with respect to acquiring, holding, voting or disposing of shares of the capital stock of the Parent, which in turn may cause them to be considered a “group” as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934 that would beneficially own shares representing more than 30% of the outstanding voting or economic equity interests in the Parent.".

(b)         Sub-paragraph (b) (v) of the definition of "Change of Control" in the Loan Agreement shall be deleted in its entirety and replaced as follows:

"(v)        other than in the case of any Co-ordinated Shareholder Action, 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, become the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent (30%) of the outstanding voting or economic equity interests of the New Guarantor; or".

(c)         Sub-paragraph (A) (e) of the definition of “Change of Control” in the Guarantee shall be deleted in its entirety and replaced as follows:

“(e)         other than in the case of any Co-ordinated Shareholder Action, 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, becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent (30%) of the outstanding voting or economic equity interests of the New Guarantor; or”.

4.2         Except as expressly amended pursuant to this letter all other terms and conditions of the Finance Documents shall remain in full force and effect and nothing contained in this letter shall relieve the Borrowers or any other Security Party from any of its respective obligations under any such documents.

4.3         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 Loan Agreement and the

4

Guarantee made in this letter, as if all references in any of the Security Documents to the Loan Agreement are references to the Loan Agreement and the Guarantee as amended by this letter. 

4.4         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 and the Guarantee made in or pursuant to this letter.

5            Termination of Waiver

5.1         The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 5.1(a) to (e) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders, provided that notwithstanding the foregoing, the Amendments set forth in paragraph 4.1 of this letter shall not be subject to termination:

(a)         an Event of Default has occurred which has not been waived or forborne;

(b)         the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c)         you are in breach of any of your obligations under this letter;

(d)         any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; or

(e)          any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

6            Finance Parties' Rights

6.1         Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

6.2         Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents

5

shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

6.3         The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

6.4         Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a)         prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b)         be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

7            Undertakings, Representations and Warranties

7.1         During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

7.2         During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

7.3         During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without

6

limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

7.4         During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to receive information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

7.5         The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver and the Amendments, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

7.6         The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

8Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

9            Counterparts and applicable law

9.1         This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

9.2         This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Urvashi Zutshi	/s/ Laurence Guguen
Urvashi Zutshi	Laurence Guguen
Managing Director	Executive Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

7

Confirmed and agreed on 19 August 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

8

EX-10.6

Exhibit 10.6

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:        Baltic Wasp Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

19 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1         Definitions

1.1      In this letter:

"Enforcement Action" means:

(a)         in relation to any Liabilities:

(i)          the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii)         any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii)        the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)        the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b)         the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in any collateral under the Loan Agreement, the Hornet Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event;  or  

(c)         the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee A" means the guarantee and indemnity dated 8 October 2014 granted by Guarantor A in favour of the Security Agent.

"Guarantee B" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Guarantees" means Guarantee A and Guarantee B.

"Guarantor A"means 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.

"Hornet Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Hornet Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Notification Letter" means the letter dated on or about the date hereof from the Sinosure Agent to Sinosure in connection with the arrangements relating to the Waiver.

2

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

"Termination Event" shall have the meaning given to it in paragraph 4.1 below.

1.2         All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3         This letter is designated as a Finance Document.

1.4         This letter replaces the waiver letter dated 9 August 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Hornet Limited and Baltic Trading Limited.

2            Request

We refer to the Loan Agreement and the Guarantees and to your request for a waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

3            Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees during the Waiver Period, subject to the following conditions being satisfied:

(a)         the Waiver shall apply only in relation to the Waiver Period; and

(b)         on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4            Termination of Waiver

4.1         The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 4.1(a) to (f) below occurs (each a "Termination Event"), unless such

3

Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders:

(a)         an Event of Default has occurred which has not been waived or forborne;

(b)         the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c)         you are in breach of any of your obligations under this letter;

(d)         any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne;

(e)         on the earlier of:

(i)          the date which falls fourteen (14) days after the date of this letter, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii)         the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or

(f)          any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

5            Finance Parties' Rights

5.1         Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

5.2         Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

4

5.3         The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

5.4         Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a)          prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b)          be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

6            Undertakings, Representations and Warranties

6.1         During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

6.2         During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

6.3         During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

6.4         During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to

5

receive information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

6.5         The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

6.6         The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

7Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

8            Counterparts and applicable law

8.1         This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

8.2         This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Urvashi Zutshi	/s/ Laurence Guguen
Urvashi Zutshi	Laurence Guguen
Managing Director	Executive Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

6

Confirmed and agreed on 19 August 2016

for an on behalf of         

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

7

EX-10.7

Exhibit 10.7

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:       Baltic Wasp Limited

Copy:  Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Hornet Limited

19 August 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Wasp Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent (acting in that capacity, the "Security Agent"), ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1            Definitions

1.1          In this letter:

"Enforcement Action" means:

(a)          in relation to any Liabilities:

(i)          the acceleration of any Liability or the making of any declaration that any Liabilities are due and payable or payable on demand;

(ii)         any demand against any Group Member under any security, guarantee or surety provided of that Group Member;

(iii)        the exercise of any right of set-off, account combination or payment netting against any Group Member in respect of any Liabilities other than ordinary netting under any swap or derivative contract; and

(iv)        the premature termination or close-out of any swap or derivative transaction under any swap or derivative contract entered into with any Group Member;

(b)        the taking of any steps to enforce or require the enforcement of any Encumbrance granted by any Group Member in any collateral under the Loan Agreement, the Hornet Credit Facility or the Other Credit Agreements (including arrest of the relevant vessel or other enforcement of the relevant mortgage, the crystallisation of any floating charge or redirecting the earnings of the relevant vessel or the other assets of any Group Member), except for any enforcement of assignment of insurances in relation to a total loss or other significant insured event;  or  

(c)          the petitioning or applying for any Insolvency Proceedings.

"Group" means the Parent and each of the Subsidiaries, and a "Group Member" means any of them.

"Guarantee" means the guarantee and indemnity dated 17 July 2015 granted by the Parent in favour of the Security Agent.

"Hornet Credit Facility" means the secured loan agreement dated 8 October 2014 (as amended and supplemented from time to time) made between Baltic Hornet Limited as borrower, the banks listed in schedule 1 thereto as lenders, AMRO Capital USA LLC, as MLA, agent and security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider.

"Insolvency Proceedings" means any bankruptcy, liquidation, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member's assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including but not limited to, any chapter 11 cases in the United States of America.

"Liability" means any and all Financial Indebtedness of any Group Member in excess of $5,000,000.

"Other Credit Agreements" means any agreement entered into by any Group Member relating to Financial Indebtedness.

"Parent" means Genco Shipping & Trading Limited, a company incorporated under the laws of the Marshall Islands with its principal place of business at 299 Park Avenue, 12th Floor, New York, New York 10171.

"Termination Event" shall have the meaning given to it in paragraph 5.1 below.

1.2         All other terms and expressions used in this letter shall have the same meaning given to them in the Loan Agreement.

1.3         This letter is designated as a Finance Document.

2

1.4        This letter replaces the waiver letter dated 9 August 2016 in respect of the Loan Agreement, entered into between the Agent, the Borrower, the Parent, Baltic Hornet Limited and Baltic Trading Limited.

2           Request

2.1        We refer to the Loan Agreement and to your request for a waiver of compliance with clause 10.14 (Additional Security) of the Loan Agreement pursuant to which the aggregate Fair Market Value of the Vessel and the Other Vessel (as determined in accordance with clause 10.15 (Fair Market Value determination) of the Loan Agreement) and the value of additional security being provided to the Security Agent is more than 135% of the aggregate of (i) the amount of the Loan then outstanding and (ii) the amount of the Other Loan outstanding, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016 (the "Waiver Period").

2.2        We further refer to the Loan Agreement and the Guarantee and to your request (the "Request") to amend the provisions contained in sub-paragraph (b) (v) of the definition of "Change of Control in the Loan Agreement and sub-paragraph (A)(e) of the definition of “Change of Control” in the Guarantee to clarify certain exclusions relating to Apollo Global Management LLC, Centerbridge Partners L.P. and/or Strategic Value Partners, LLC and/or entities affiliated with any of them, communicating with the Parent or among themselves or entering into agreements with the Parent or among themselves with respect to the acquiring, holding, voting or disposing of shares of the capital stock of the Parent.

3          Waiver and Conditions

We hereby agree to waive (the "Waiver") your compliance with and any breach of clause 10.14 (Additional Security) of the Loan Agreement during the Waiver Period, subject to the following conditions being satisfied:

(a)         the Waiver shall apply only in relation to the Waiver Period; and

(b)         on the date of this letter, you provide us with a copy (with an original to follow) of a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to section 1 (Security Parties) of Part I of Schedule 2 (Conditions Precedent) of the Loan Agreement, have been amended or modified in any way since the date of their delivery to the Agent, 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 which have been amended or modified.

4           Amendments to Loan Agreement (the "Amendments")

4.1        In consideration of the agreement of the Agent (acting on the instructions of the Majority Lenders) to the Request, it is hereby agreed that from 30 June

3

2016 until the Final Maturity Date the following amendments shall be made to the Loan Agreement and the Guarantee (as applicable):

(a)          The following definition shall be inserted in clause 1.1 (Definitions and Interpretation) of the Loan Agreement and in clause 1.1 (Definition and Interpretation) of the Guarantee in alphabetical order:

""Co-ordinated Shareholder Action" means an event whereby Apollo Global Management LLC, Centerbridge Partners L.P. and/or Strategic Value Partners, LLC and/or entities affiliated with any of them, may communicate with the Parent or among themselves or may enter into agreements with the Parent or among themselves with respect to acquiring, holding, voting or disposing of shares of the capital stock of the Parent, which in turn may cause them to be considered a “group” as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934 that would beneficially own shares representing more than 30% of the outstanding voting or economic equity interests in the Parent.".

(b)          Sub-paragraph (b) (v) of the definition of "Change of Control" in the Loan Agreement shall be deleted in its entirety and replaced as follows:

"(v)        other than in the case of any Co-ordinated Shareholder Action, 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, become the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent (30%) of the outstanding voting or economic equity interests of the New Guarantor; or".

(c)          Sub-paragraph (A) (e) of the definition of “Change of Control” in the Guarantee shall be deleted in its entirety and replaced as follows:

“(e)        other than in the case of any Co-ordinated Shareholder Action, 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, becomes the owner, directly or indirectly, beneficially or of record, of shares representing more than thirty per cent (30%) of the outstanding voting or economic equity interests of the New Guarantor; or”.

4.2         Except as expressly amended pursuant to this letter all other terms and conditions of the Finance Documents shall remain in full force and effect and nothing contained in this letter shall relieve the Borrowers or any other Security Party from any of its respective obligations under any such documents.

4.3         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 Loan Agreement and the

4

Guarantee made in this letter, as if all references in any of the Security Documents to the Loan Agreement are references to the Loan Agreement and the Guarantee as amended by this letter. 

4.4         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 and the Guarantee made in or pursuant to this letter.

5            Termination of Waiver

5.1         The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 5.1(a) to (e) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders, provided that notwithstanding the foregoing, the Amendments set forth in paragraph 4.1 of this letter shall not be subject to termination:

(a)          an Event of Default has occurred which has not been waived or forborne;

(b)          the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne;

(c)          you are in breach of any of your obligations under this letter;

(d)          any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; or

(e)          any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

6            Finance Parties' Rights

6.1         Nothing in this letter shall prevent the Finance Parties from taking any Enforcement Action after the Waiver Period or after the Waiver ceases to apply in respect of any Event of Default which has occurred or may occur during the Waiver Period or which occurs or continues after the termination of the Waiver, regardless of whether such Event of Default occurred prior to or during the Waiver Period.  Accordingly, this letter shall not constitute any waiver by the Finance Parties of any breach or default by any Group Member and the Finance Parties reserve all rights in relation thereto (the "Reservation"), except as otherwise expressly set out in this letter and subject only to the terms of this letter.

6.2         Neither the passing of time nor any inaction, action, omission, statement or discussion by, or on the part of, any Finance Party in relation to all matters referred to above or any other matter arising under the Finance Documents

5

shall be taken in any way as constituting a waiver of, or as prejudicing or limiting, any of the rights, powers or remedies which that Finance Party may now, or hereafter, have under and pursuant to the Finance Documents or otherwise.

6.3         The Reservation is made without prejudice to, and without intention of amending, clause 33 (Remedies and Waivers) of the Loan Agreement, the content of which is hereby expressly repeated and averred.

6.4         Nothing in this letter, any document or in any correspondence, meeting or discussion a Finance Party has had or may have with any Group Member in relation to (i) the matters related to the Waiver, (ii) any other Events of Default which occur or may occur after the date of this letter, (iii) the refinancing or restructuring of the Borrowers' Loan and other obligations under the Finance Documents or (iv) any other matters shall, except as otherwise expressly provided in this letter:

(a)          prejudice the position of the Finance Parties under the Finance Documents or be construed as a waiver of any Group Member's obligations under or pursuant to the Finance Document to which that Group Member is a party; or

(b)          be deemed to constitute an amendment or waiver of any provision of the Loan Agreement, the Guarantee or any other Finance Document or a commitment to amend, waive or restructure any provision in the Loan Agreement, the Guarantee or any other Finance Document.

Any such correspondence, meeting or discussion in each case shall be entirely without prejudice to the rights, powers and remedies of the Finance Parties under or in respect of the Loan Agreement, the Guarantee or any other Finance Document and all such rights, powers and remedies are expressly reserved.

7            Undertakings, Representations and Warranties

7.1          During the Waiver Period, you shall promptly notify us if:

(i)        a Termination Event occurs or is reasonably likely to occur; or

(ii)       any Enforcement Action is commenced against a Group Member.

7.2         During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.

7.3         During the Waiver Period, the Borrower undertakes that except to the extent subject to the Waiver it will not use any actions taken by any Lender in connection with the Loan Agreement as a basis to assert any claims or defences of any kind or nature against any Lender in connection with its respective rights and remedies under any Finance Document, including without

6

limitation any Lender’s rights to take enforcement actions, and the Borrower hereby waives any and all such claims or defences.

7.4         During the Waiver Period, the Borrower undertakes and acknowledges that the Lenders are entitled to receive, have received and may continue to receive information regarding the Group under or in connection with the Finance Documents. The Security Parties agree that nothing in this letter shall in any way impede, impair, limit or restrict any Lender’s rights to obtain and use such information in any manner and for any purpose permitted under the Finance Documents.

7.5         The Borrower hereby represents and warrants that (a) the representations and warranties of the Security Parties set forth in the each of the Finance Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (b) after giving effect to the Waiver and the Amendments, no event has occurred and is continuing which constitutes a default or Event of Default under any Finance Document or which could reasonably be expected to lead to an Event of Default.

7.6         The Security Parties affirm all of their obligations under each Finance Document as modified hereby and agree that this letter shall not operate to reduce or discharge their obligations under any Finance Document.

8Continuing Security

You confirm that any Encumbrance created and/or any guarantee granted by the Security Parties in favour of any of the Finance Parties remains in full force and effect and is not in any way affected by this letter.

9            Counterparts and applicable law

9.1         This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

9.2         This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this letter by signing and returning a duplicate of this letter to us.

Yours faithfully

/s/ Urvashi Zutshi	/s/ Laurence Guguen
Urvashi Zutshi	Laurence Guguen
Managing Director	Executive Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

7

Confirmed and agreed on 19 August 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as Other Borrower)

8

EX-10.8

Exhibit 10.8

CONFIDENTIAL

August 25, 2016

Nordea Bank Finland plc, New York Branch, as Co-ordinator
1211 Avenue of the Americas, 23rd Floor
New York, New York 10036

The Mandated Lead Arrangers party to the Commitment Letter (as defined below)

Re:      Second Extension of Waiver Termination Event

Ladies and Gentleman:

Reference is made to (x) that certain Commitment Letter, dated as of June 30, 2016, (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Commitment Letter”) among Genco Shipping & Trading Limited (the “Borrower”), Nordea Bank Finland plc, New York Branch (“Nordea”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), DVB Bank SE (“DVB”), ABN AMRO Capital USA LLC (“ABN”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Deutsche Bank AG Filiale Deutschlandgeschäft (“DB”), Crédit Industriel et Commercial (“CIC”) and BNP Paribas (“BNPP” and together with Nordea, SEB, DVB, ABN, CA-CIB, DB and CIC, the “Mandated Lead Arrangers”) and (y) that certain Extension of Waiver Termination Event, dated August 10, 2016 (the “First Extension of Waiver Termination Event”), among the Borrower and the Mandated Lead Arrangers.  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Commitment Letter.

We hereby request that the Mandated Lead Arrangers and Lenders agree to extend the date of the Waiver Termination Event set forth in Section 8(v) of the Commitment Letter, as extended by the First Extension of Waiver Termination Event, from August 31, 2016 to September 14, 2016.

Please indicate your consent by countersigning this letter agreement no later than 5:00 p.m., New York City time on August 29, 2016.

Notwithstanding anything contained herein, all other terms and conditions set forth in the Commitment Letter, the Term Sheet and any Fee Letter shall remain in full force and effect and all rights and obligations of the parties thereto remain in full force and effect.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer

[Signature Page to Second Extension of Waiver Termination Event]

Agreed to and Accepted this

29th day of August 2016:

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
By:	/s/ Erik Havnvik
Name:	Erik Havnvik
Title:	First Vice President
By:	/s/ G. Stael von Holstein
Name:	Gustaf Stael von Holstein
Title:	Head of Risk Management

[Signature Page to Second Extension of Waiver Termination Event]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
By:	/s/ Ame Juell-Skielse
Name:	Ame Juell-Skielse
Title:
By:	/s/ Magnus Arve
Name:	Magnus Arve
Title:

[Signature Page to Second Extension of Waiver Termination Event]

DVB BANK SE
By:	/s/ Christian Cruden
	Name: Christian Cruden
	Title:  Vice President
By:	/s/ Andrea Strullato
	Name:  Andrea Strullato
	Title:  Vice President

[Signature Page to Second Extension of Waiver Termination Event]

ABN AMRO CAPITAL USA LLC
By:	/s/ Rajbir Talwar
	Name:  Rajbir Talwar
	Title:  Director
By:	/s/ Urvashi Zutshi
	Name:  Urvashi Zutshi
	Title:  Managing Director

[Signature Page to Second Extension of Waiver Termination Event]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Jerome Duval
	Name:  Jerome Duval
	Title:  Managing Director
By:	/s/ Eden Rahman
	Name:  Eden Rahman
	Title:  Vice President

[Signature Page to Second Extension of Waiver Termination Event]

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
By:	/s/ Kerstin Seefeld
	Name:  Kerstin Seefeld
	Title:  Director
By:	/s/ Bastian Duhmert
	Name:  Bastian Duhmert
	Title:  Director

[Signature Page to Second Extension of Waiver Termination Event]

CRÉDIT INDUSTRIEL ET COMMERCIAL
By:	/s/ Andrew McKuin
	Name:  Andrew McKuin
	Title:  Managing Director
By:	/s/ Adrienne Molloy
	Name:  Adrienne Molloy
	Title:  Managing Director

[Signature Page to Second Extension of Waiver Termination Event]

BNP PARIBAS
By:	/s/ Eric Dulcire
	Name:  Eric Dulcire
	Title:  Director Shipping
By:	/s/ Pierre Frackon
	Name:  Pierre Frackon
	Title:  Director Shipping

[Signature Page to Second Extension of Waiver Termination Event]

EX-10.9

Exhibit 10.9

ABN AMRO Capital USA LLC

100 Park Avenue

17th Floor

New York

NY 10017, USA

To:         Baltic Hornet Limited

Copy:    Genco Shipping & Trading Limited

Baltic Trading Limited

Baltic Wasp Limited

2 September 2016

Dear Sirs

Secured loan agreement dated 8 October 2014  (as amended and supplemented by a first supplemental agreement dated 14 July 2015 and a further supplemental letter dated 31 December 2015, the "Loan Agreement") made between Baltic Hornet Limited as borrower (the "Borrower"), the financial institutions listed in Schedule 1 to the Loan Agreement as lenders, ABN AMRO Capital USA LLC, as MLA, ABN AMRO Capital USA LLC, as agent (acting in that capacity, the "Agent"), ABN AMRO Capital USA LLC, as security agent, ABN AMRO Bank N.V. Singapore Branch, as Sinosure Agent and ABN AMRO Bank N.V., as swap provider

1 Definitions

1.1 All terms and expressions used in this Letter shall have the same meaning given to them in the Loan Agreement or the Waiver Letter (as defined in clause ‎2 of this Letter) unless expressly defined in this Letter or the context otherwise requires.

1.2 This Letter is designated as a Finance Document.

2 Request

We refer to:

2.1 the Loan Agreement and to our letter to you dated 19 August 2016 (the "Waiver Letter") consenting to a temporary waiver of compliance with the financial covenants contained in clause 12.2.2(b) (Financial covenants) of the Loan Agreement and clause 6.8(b) (Undertakings) of the Guarantees, for the period commencing on 30 June 2016 through and including 11:59 p.m. (New York City time) on 15 October 2016; and

2.2 your request for an extension of the Termination Event contained in paragraph 4.1(e)(i) (Termination of Waiver) of the Waiver Letter, in relation to Sinosure providing its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent, from 2 September 2016 (being the current expiry date) through and including 11:59 p.m. (New York City time) on 9 September 2016 (the "Request").

This Letter is supplemental to the terms of the Waiver Letter.

3 Conditions and Amendment

3.1 We hereby agree to the Request, subject to the Borrower delivering to us a copy of this Letter duly acknowledged by the Borrower and each of the Security Parties.

3.2 With effect from the date hereof, paragraph 4.1(e) of the Waiver Letter shall be deleted in its entirety and replaced by the following:

"(e)on the earlier of:

(i)through and including 11:59 p.m. (New York City time) on        9 September 2016, if Sinosure has not provided its confirmation to the Notification Letter in a form satisfactory to the Sinosure Agent; and

(ii)the date on which Sinosure gives written notice to the Sinosure Agent that it does not approve the Notification Letter; or".

3.3 Save as specifically amended by this Letter, all other terms and conditions of the Waiver Letter shall remain unaltered and in full force and effect.

4 Counterparts and Applicable Law

4.1 This Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

4.2 This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Please confirm your agreement to the terms of this Letter by signing and returning a duplicate of this Letter to us.

Yours faithfully

/s/ Rajbir Talwar	/s/ Urvashi Zutshi
Rajbir Talwar	Urvashi Zutshi
Director	Managing Director

For and on behalf of

ABN AMRO Capital USA LLC

(as Agent acting on the instructions of the Majority Lenders)

Confirmed and agreed on 2 September 2016

for an on behalf of

/s/ Apostolos Zafolias

Baltic Hornet Limited

(as a Borrower)

/s/ Apostolos Zafolias

Genco Shipping & Trading Limited

(as Guarantor)

/s/ Apostolos Zafolias

Baltic Trading Limited

(as Pledgor)

/s/ Apostolos Zafolias

Baltic Wasp Limited

(as Other Borrower)

EX-31.1

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 September 30, 2016 of Genco Shipping & Trading Limited;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ John C. Wobensmith
	Name: John C. Wobensmith
Date:  November 4, 2016	Title: President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Apostolos Zafolias, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 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.

ugust
	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
Date:  November 4, 2016	Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2016	/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.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2016	/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.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 04, 2016
Document and Entity Information
Entity Registrant Name	GENCO SHIPPING & TRADING LTD
Entity Central Index Key	0001326200
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		7,354,449
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 40,028	$ 121,074
Restricted cash	19,500	19,500
Due from charterers, net of a reserve of $290 and $429, respectively	8,471	10,586
Prepaid expenses and other current assets	17,072	21,369
Vessels held for sale	2,747
Total current assets	87,818	172,529
Noncurrent assets:
Vessels, net of accumulated depreciation of $145,976 and $107,998, respectively	1,381,348	1,508,221
Deferred drydock, net of accumulated amortization of $5,338 and $3,207 respectively	13,511	16,177
Deferred financing costs, net of accumulated amortization of $1,340 and $734, respectively	2,688	3,294
Fixed assets, net of accumulated depreciation and amortization of $660 and $404, respectively	1,071	1,286
Other noncurrent assets	514	514
Restricted cash	315	315
Investments	6,191	12,327
Total noncurrent assets	1,405,638	1,542,134
Total assets	1,493,456	1,714,663
Current liabilities:
Accounts payable and accrued expenses	21,680	27,467
Current portion of long-term debt, net of deferred financing costs of $7,821 and $9,411, respectively	540,455	579,023
Deferred revenue	1,496	1,058
Total current liabilities	563,631	607,548
Noncurrent liabilities:
Long-term lease obligations	1,688	1,149
Total noncurrent liabilities	1,688	1,149
Total liabilities	565,319	608,697
Commitments and contingencies
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 7,354,449 and 7,289,823 shares at September 30, 2016 and December 31, 2015, respectively	74	73
Additional paid-in capital	1,497,616	1,483,105
Accumulated other comprehensive income (loss)	290	(21)
Retained deficit	(569,843)	(377,191)
Total equity	928,137	1,105,966
Total liabilities and equity	$ 1,493,456	$ 1,714,663

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Due from charterers, reserve	$ 290	$ 429
Noncurrent assets:
Vessels, accumulated depreciation	145,976	107,998
Deferred drydock, accumulated amortization	5,338	3,207
Deferred financing costs, accumulated amortization	1,340	734
Fixed assets, accumulated depreciation and amortization	660	404
Current liabilities:
Deferred financing costs	$ 7,821	$ 9,411
Genco Shipping & Trading Limited shareholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	7,354,449	7,289,823
Common stock, shares outstanding (in shares)	7,354,449	7,289,823

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Voyage revenues	$ 37,871	$ 49,167	$ 89,461	$ 116,548
Service revenues	1,016	828	2,240	2,457
Total revenues	38,887	49,995	91,701	119,005
Operating expenses:
Voyage expenses	2,262	6,638	9,232	14,775
Vessel operating expenses	28,460	31,544	86,125	90,143
General, administrative, and management fees	10,153	26,983	36,861	73,798
Depreciation and amortization	18,127	20,124	58,152	58,933
Other operating income	0	0	(182)	0
Impairment of vessel assets			69,278	35,396
Loss on sale of vessels			77	1,210
Total operating expenses	59,002	85,289	259,543	274,255
Operating loss	(20,115)	(35,294)	(167,842)	(155,250)
Other (expense) income:
Impairment of investment	0	(32,536)	(2,696)	(32,536)
Other income (expense)	125	(653)	(49)	(707)
Interest income	49	22	143	71
Interest expense	(7,073)	(4,876)	(21,199)	(13,887)
Other expense	(6,899)	(38,043)	(23,801)	(47,059)
Loss before reorganization items, net	(27,014)	(73,337)	(191,643)	(202,309)
Reorganization items, net	(83)	(174)	(243)	(1,006)
Loss before income taxes	(27,097)	(73,511)	(191,886)	(203,315)
Income tax expense	(417)	(292)	(766)	(1,553)
Net loss	(27,514)	(73,803)	(192,652)	(204,868)
Less: Net loss attributable to noncontrolling interest		(7,178)		(59,471)
Net loss attributable to Genco Shipping & Trading Limited	$ (27,514)	$ (66,625)	$ (192,652)	$ (145,397)
Net loss per share-basic	$ (3.80)	$ (9.54)	$ (26.65)	$ (22.86)
Net loss per share-diluted	$ (3.80)	$ (9.54)	$ (26.65)	$ (22.86)
Weighted average common shares outstanding - Basic	7,245,268	6,982,434	7,228,660	6,361,518
Weighted average common shares outstanding-diluted	7,245,268	6,982,434	7,228,660	6,361,518

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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (27,514)	$ (73,803)	$ (192,652)	$ (204,868)
Other comprehensive income	316	26,343	311	25,300
Comprehensive loss	(27,198)	(47,460)	(192,341)	(179,568)
Less: Comprehensive loss attributable to noncontrolling interest		(7,178)		(59,471)
Comprehensive loss attributable to Genco Shipping & Trading Limited	$ (27,198)	$ (40,282)	$ (192,341)	$ (120,097)

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Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Genco Shipping & Trading Limited Shareholders' Equity	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Deficit	Noncontrolling Interest	Total
Balance at Dec. 31, 2014	$ 1,044,201	$ 62	$ 1,251,750	$ (25,317)	$ (182,294)	$ 248,573	$ 1,292,774
Increase (Decrease) in Shareholders' Equity
Net loss	(145,397)				(145,397)	(59,471)	(204,868)
Other comprehensive income	25,300			25,300			25,300
Settlement of non-accredited Note holders	(414)		(414)				(414)
Equity effect of purchase of entities under common control	590		590				590
Issuance of 1,128,713 shares to Baltic Trading shareholders		11	(11)
Elimination of non-controlling interest due to Merger	194,375		194,375			(194,375)
Nonvested stock amortization	31,400		31,400			$ 5,273	36,673
Balance at Sep. 30, 2015	1,150,055	73	1,477,690	(17)	(327,691)		1,150,055
Balance at Dec. 31, 2015	1,105,966	73	1,483,105	(21)	(377,191)		1,105,966
Increase (Decrease) in Shareholders' Equity
Net loss	(192,652)				(192,652)		(192,652)
Other comprehensive income	311			311			311
Issuance of 61,244 shares of nonvested stock		1	(1)
Nonvested stock amortization	14,512		14,512				14,512
Balance at Sep. 30, 2016	$ 928,137	$ 74	$ 1,497,616	$ 290	$ (569,843)		$ 928,137

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Condensed Consolidated Statements of Equity (Parenthetical) - shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Issuance of shares of nonvested stock (in shares)	61,244
Issuance of shares of RSUs (in shares)	3,138
Baltic Trading
Issuance of common stock (in shares)		1,128,713

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (192,652)	$ (204,868)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	58,152	58,933
Amortization of deferred financing costs	2,195	1,688
Amortization of nonvested stock compensation expense	14,512	36,673
Impairment of vessel assets	69,278	35,396
Loss on sale of vessel assets	77	900
Impairment of investment	2,696	32,536
Realized (gain) loss on sale of investment	(64)	662
Change in assets and liabilities:
Decrease in due from charterers	2,115	600
Decrease (increase) in prepaid expenses and other current assets	4,221	(89)
(Decrease) increase in accounts payable and accrued expenses	(5,392)	8,266
Increase (decrease) in deferred revenue	438	(381)
Increase in lease obligations	539	579
Deferred drydock costs incurred	(2,022)	(10,288)
Net cash used in operating activities	(45,907)	(39,393)
Cash flows from investing activities:
Purchase of vessels, including deposits	(425)	(46,129)
Purchase of other fixed assets	(284)	(586)
Net proceeds from sale of vessel assets	1,923
Sale of AFS securities	3,905	688
Changes in deposits of restricted cash		19,630
Net cash provided by (used in) investing activities	5,119	(26,397)
Cash flows from financing activities:
Cash settlement of non-accredited Note holders	(101)	(748)
Payment of deferred financing costs		(4,541)
Net cash (used in) provided by financing activities	(40,258)	26,854
Net decrease in cash and cash equivalents	(81,046)	(38,936)
Cash and cash equivalents at beginning of period	121,074	83,414
Cash and cash equivalents at end of period	40,028	44,478
Secured Debt | $100 Million Term Loan Facility
Cash flows from financing activities:
Repayments on Term Loan Facility	(5,769)	(5,769)
Secured Debt | $253 Million Term Loan Facility
Cash flows from financing activities:
Repayments on Term Loan Facility	(15,225)	(16,875)
Secured Debt | $44 Million Term Loan Facility
Cash flows from financing activities:
Repayments on Term Loan Facility	(2,062)	(2,063)
Secured Debt | $22 Million Term Loan Facility
Cash flows from financing activities:
Repayments on Term Loan Facility	(1,125)	(1,125)
Secured Debt | 2014 Term Loan Facilities
Cash flows from financing activities:
Repayments on Term Loan Facility	(2,062)	(1,381)
Revolving Credit Facility | 2015 Revolving Credit Facility
Cash flows from financing activities:
Proceeds from credit facility		35,000
Repayment of line of credit facility	(4,923)
Line of Credit Facility | $148 Million Credit Facility
Cash flows from financing activities:
Proceeds from credit facility		131,500
Repayment of line of credit facility	$ (8,991)	(4,894)
Line of Credit Facility | 2010 Credit Facility
Cash flows from financing activities:
Repayment of line of credit facility		$ (102,250)

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jul. 14, 2015	Dec. 31, 2014	Dec. 03, 2013	Aug. 30, 2013	Aug. 20, 2010	Aug. 12, 2010
$100 Million Term Loan Facility | Secured Debt
Maximum borrowing capacity	$ 100,000		$ 100,000						$ 100,000
$253 Million Term Loan Facility | Secured Debt
Maximum borrowing capacity	253,000	$ 253,000	253,000					$ 253,000
$148 Million Credit Facility | Line of Credit Facility
Maximum borrowing capacity	148,000	148,000	148,000	$ 148,000	$ 148,000
$44 Million Term Loan Facility | Secured Debt
Maximum borrowing capacity	44,000	44,000	44,000			$ 44,000
$22 Million Term Loan Facility | Secured Debt
Maximum borrowing capacity	$ 22,000	$ 22,000	$ 22,000	$ 22,000			$ 22,000

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GENERAL INFORMATION

9 Months Ended

Sep. 30, 2016

GENERAL INFORMATION

GENERAL INFORMATION

1 - GENERAL INFORMATION

The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect wholly-owned subsidiaries, including Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands, and as of September 30, 2016, is the sole owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below under “Other General Information.”  As of September 30, 2016, Genco Ship Management LLC is the sole owner of all of the outstanding limited liability company interests of Genco Management (USA) LLC.

On April 15, 2016, the shareholders of the Company approved, at a Special Meeting of Shareholders (the “Special Meeting”), proposals to amend the Second Amended and Restated Articles of Incorporation of the Company to (i) increase the number of authorized shares of common stock of the Company from 250,000,000 to 500,000,000 and (ii) authorize the issuance of up to 100,000,000 shares of preferred stock, in one or more classes or series as determined by the Board of Directors of the Company. The authorized shares did not change as a result of the reverse stock split. Following the Special Meeting on such date, the Company filed Articles of Amendment of its Second Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands to implement to the foregoing amendments. Additionally, at the Special Meeting, the shareholders of the Company approved a proposal to amend the Second Amended and Restated Articles of Incorporation of the Company to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-25 with such reverse stock split to be effective at such time and date, if at all, as determined by the Board of Directors of the Company, but no later than one year after shareholder approval thereof.  

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presented in these condensed consolidated financial statements, with the exception of any share information for Baltic Trading, reflect the reverse stock split.  Refer to Note 6 — Net Loss per Common Share and Note 18 — Stock-Based Compensation. 

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company.  The Board of Directors appointed Arthur L. Regan, a current director of the Company, as Interim Executive Chairman of the Board.  In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016.  Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos is to receive an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consist of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90.  Refer to Note 18 — Stock-Based Compensation.  The agreements also contain customary provisions pertaining to confidential information, releases of claims by Mr. Georgiopoulos, and other restrictive covenants.

Liquidity, Going Concern, and Reclassification of Debt to Current

For purposes of preparing financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Company is required to disclose if it is in compliance with covenants under all of its nine credit facilities on a quarterly basis.  Pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter and the waiver entered into for the 2014 Term Loan Facilities (refer to Note 8 — Debt for defined terms), the collateral maintenance and maximum leverage requirements under all nine of the Company’s credit facilities have been waived through September 30, 2016, with the exception of the Amended $98 Million Credit Facility Commitment Letter, which reduced the collateral maintenance requirement from 140% to 120% and the 2014 Term Loan Facilities, for which the waivers were extended through November 15, 2016, except that such extended waivers under the 2014 Term Loan Facilities will be void if Sinosure gives written notice to the agent bank that it does not approve the waivers.  Each of the Company’s credit facilities contain cross default provisions that could be triggered by the Company’s failure to satisfy or waive its collateral maintenance and maximum leverage covenants once the waivers expire.  Given the existence of the cross default provisions and the absence of any current solution which would cure the noncompliance for at least the next twelve months, absent entering into the New Facility (see Note 8 — Debt), the Company has determined that it should classify its outstanding indebtedness as a current liability as of September 30, 2016 and December 31, 2015.

Persistent weak drybulk industry conditions and historically low charter rates have negatively impacted the Company’s results of operations, cash flows, and liquidity and may continue to do so in the future. The negative impact on the Company’s liquidity, together with a continued decline in vessel values, presents difficulties for remaining in compliance with its credit facility covenants relating to minimum cash, leverage ratios, and collateral maintenance (refer to Note 8 — Debt), which could potentially result in defaults and acceleration of the repayment of its outstanding indebtedness.  These factors, as well as recurring losses from operations and negative working capital, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to: (i) develop and successfully implement a plan to address these factors, which may include refinancing the Company’s existing credit agreements, or obtaining further waivers or modifications to its credit agreements from its lenders, or raising additional capital through selling assets (including vessels), reducing or delaying capital expenditures, or pursuing other options that may be available to the Company which may include pursuing strategic opportunities and equity or debt offerings or potentially seeking protection in a Chapter 11 proceeding; (ii) return to profitability, (iii) generate sufficient cash flow from operations, (iv) remain in compliance with its credit facility covenants, as the same may be modified, and (v) obtain financing sources to meet the Company’s future obligations. Refer to “Commitment Letter” section in Note 8 — Debt for a discussion of the New Facility for an aggregate principal amount of up to $400,000.   The realization of the Company’s assets and the satisfaction of its liabilities are subject to uncertainty.  The accompanying condensed consolidated financial statements do not include any direct adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern, except in regards to the classification of outstanding indebtedness as described above.

Merger Agreement with Baltic Trading

On April 7, 2015, the Company entered into a definitive merger agreement with Baltic Trading Limited (“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 to be 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 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 are 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. 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 a unanimous vote of directors present and voting, with Peter C. Georgiopoulos, former 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 completion of the Merger, the Company prepared its condensed consolidated financial statements in accordance with U.S. GAAP and consolidated the operations of Baltic Trading. The Baltic Trading common shares that the Company acquired in the Merger were previously recognized as a noncontrolling interest in the 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 pursuant to the Merger was reflected as an adjustment to the equity in the Company. No gain or loss has been recognized in the Company’s Condensed Consolidated Statement of Comprehensive 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 owned 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 was 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), for transactions among 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 was reflected as an adjustment to Additional paid-in capital in the Condensed Consolidated Statement of Equity when the sale was completed on April 7, 2015.  The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions.

Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2016:

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	(3)	1998
Genco Pioneer Limited	Genco Pioneer	29,952	1/4/05	(4)	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	(5)	1999
Genco Prosperity Limited	Genco Prosperity	47,180	4/4/05		1997
Genco Muse Limited	Genco Muse	48,913	10/14/05		2001
Genco Acheron Limited	Genco Acheron	72,495	11/7/06		1999
Genco Surprise Limited	Genco Surprise	72,495	11/17/06		1998
Genco Augustus Limited	Genco Augustus	180,151	8/17/07		2007
Genco Tiberius Limited	Genco Tiberius	175,874	8/28/07		2007
Genco London Limited	Genco London	177,833	9/28/07		2007
Genco Titus Limited	Genco Titus	177,729	11/15/07		2007
Genco Challenger Limited	Genco Challenger	28,428	12/14/07		2003
Genco Charger Limited	Genco Charger	28,398	12/14/07		2005
Genco Warrior Limited	Genco Warrior	55,435	12/17/07		2005
Genco Predator Limited	Genco Predator	55,407	12/20/07		2005
Genco Hunter Limited	Genco Hunter	58,729	12/20/07		2007
Genco Champion Limited	Genco Champion	28,445	1/2/08		2006
Genco Constantine Limited	Genco Constantine	180,183	2/21/08		2008
Genco Raptor LLC	Genco Raptor	76,499	6/23/08		2007
Genco Cavalier LLC	Genco Cavalier	53,617	7/17/08		2007
Genco Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,694	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,025	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,025	12/30/09		2010
Genco Bay Limited	Genco Bay	34,296	8/24/10		2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10		2010
Genco Avra Limited	Genco Avra	34,391	5/12/11		2011
Genco Mare Limited	Genco Mare	34,428	7/20/11		2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11		2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10		2009
Genco Ardennes Limited	Genco Ardennes	57,981	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	57,981	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	57,981	8/24/10		2010
Genco Brittany Limited	Genco Brittany	57,981	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	57,981	9/29/10		2010
Genco Loire Limited	Genco Loire	53,416	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,416	7/29/10		2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10		2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10		2005
Genco Provence Limited	Genco Provence	55,317	8/23/10		2004
Genco Pyrenees Limited	Genco Pyrenees	57,981	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,447	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,351	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,474	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,409	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

(3) The Genco Sugar was sold on October 20, 2016.  Refer to Note 20 – Subsequent Events.

(4) The Genco Pioneer was sold on October 26, 2016.  Refer to Note 20 – Subsequent Events.

(5) The Genco Leader was sold on November 4, 2016.  Refer to Note 20 – Subsequent Events.

The Company formerly provided technical services for drybulk vessels purchased by Maritime Equity Partners (“MEP”).  Peter C. Georgiopoulos, former Chairman of the Board of Directors of the Company, is a director of and has a minority interest in MEP.  These services included oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but did not include chartering services.  The services were initially 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.   On September 30, 2015, under the oversight of an independent committee of our Board of Directors, Genco Management (USA) LLC and MEP entered into certain agreements under which MEP paid $2,178 of the amount of service fees in arrears (of which $261 was paid in 2016 by the new owners of five of the MEP vessels sold in January 2016 as described below) and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015. During January 2016, five of MEP’s vessels were sold to third parties and were no longer subject to the agency agreement.  Based upon the September 30, 2015 agreement, termination fees were due in the amount of $296 which was assumed by the new owners of the five MEP vessels that were sold and were paid in full during February 2016.  Additionally, during the three months ended September 30, 2016, the remaining seven of MEP’s vessels were sold to third parties, and the agency agreement was deemed terminated upon the sale of these vessels.  Based upon the September 30, 2015 agreement, termination fees were due in the amount of $830, which was assumed by the new owners of the seven MEP vessels that were sold and were paid in full as of September 30, 2016.  Refer to Note 7 – Related Party Transactions for amounts due to or from MEP as of September 30, 2016 and December 31, 2015.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries, including Baltic Trading.  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, 2015 (the “2015 10-K”).  The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2016.

Segment reporting

The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, after the effective date of the Merger on July 17, 2015, which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  Prior to the Merger, the Company had two reportable operating segments, GS&T and Baltic Trading.

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 three months ended September 30, 2016 and 2015 was $17,077 and $19,172, respectively.  Depreciation expense for vessels for the nine months ended September 30, 2016 and 2015 was $54,752 and $56,869, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt. 

Vessels held for sale

On September 30, 2016, the Board of Directors authorized the sale of the Genco Sugar and Genco Pioneer.  As such, these vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2016.  Refer to Note 4 — Vessel Acquisitions and Dispositions and Note 20 — Subsequent Events for additional information.

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 September 30, 2016 and December 31, 2015, the Company had an accrual of $398 and $498, respectively, related to these estimated customer claims.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost or market adjustments to re-value the bunker fuel on a quarterly basis.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $390 and $3,099 during the three months ended September 30, 2016 and 2015, respectively.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $4,195 and $6,957 during the nine months ended September 30, 2016 and 2015, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Other operating income

During the three and nine months ended September 30, 2016, the Company recorded other operating income of $0 and $182, respectively.  There was no operating income earned during the three and nine months ended September 30, 2015.  Other operating income recorded during the nine months ended September 30, 2016 consists primarily of $157 received from Samsun Logix Corporation (“Samsun”) pursuant to the revised rehabilitation plan that was approved by the South Korean courts on April 8, 2016.  Refer to Note 17 — Commitments and Contingencies for further information regarding the bankruptcy settlement with Samsun.

Impairment of vessel assets

During the three months ended September 30, 2016 and 2015, the Company did not record any impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”).  During the nine months ended September 30, 2016 and 2015, the Company recorded $69,278 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360. 

At June 8, 2016, the Company determined that the scrapping of nine of its vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, was more likely than not pursuant to the Commitment Letter entered into for the New Credit Facility as defined and disclosed in Note 8 — Debt.  Therefore, at June 8, 2016, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the aforementioned nine vessels did not exceed the carrying value of the vessels at June 8, 2016, the Company reduced the carrying value of the nine vessels to their net realizable value, which was based on the expected net proceeds from scrapping the vessels.  This resulted in an impairment loss of $67,594 during the nine months ended September 30, 2016.

At March 31, 2016, the Company determined that the scrapping of the Genco Marine was more likely than not based on discussions with the Company’s Board of Directors.  Therefore, at March 31, 2016, the time utilized to determine the recoverability of the carrying value of the vessel asset was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the Genco Marine did not exceed the carrying value of the vessel at March 31, 2016, the Company reduced the carrying value of the Genco Marine to its net realizable value, which was based on the expected proceeds from scrapping the vessel.  This resulted in an impairment loss of $1,684 during the nine months ended September 30, 2016.  On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and the sale of the Genco Marine to the scrap yard was completed on May 17, 2016. 

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, at March 31, 2015, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  Similarly, 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 at March 31, 2015, the Company reduced the carrying value of both vessels to their estimated fair value, which was determined primarily based on appraisals and third-party broker quotes. This resulted in an impairment loss of $35,396 during the nine months ended September 30, 2015. 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 nine months ended September 30, 2016, the Company recorded $0 and $77 related to the loss on the sale of the Genco Marine, respectively.  During the three and nine months ended September 30, 2015, the Company recorded $0 and $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, respectively.

Noncontrolling interest

Net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2015 of $7,178 and $59,471, respectively, reflects the noncontrolling interest’s share of the net loss of the Company’s subsidiary, Baltic Trading, prior to the Merger on July 17, 2015, which owned and employed 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.    Refer to Note 1— General Information for details pertaining to the Merger.

Investments

The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and in 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.  The investments in Jinhui and KLC have been 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”).  The Company classifies the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date.

Investments are reviewed quarterly to identify possible other-than-temporary impairment in accordance with ASC Subtopic 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”).  When evaluating its investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuer’s assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value.  Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss.  Refer to Note 5 — Investments.

Income taxes

Pursuant to certain agreements, GS&T technically and commercially managed vessels for Baltic Trading until the Merger, 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) LLC (“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 Company for these services during the three months ended September 30, 2016 was $1,016 of which $0 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $829 associated with these activities for the three months ended September 30, 2016. This resulted in estimated tax expense of $417 for the three months ended September 30, 2016.  Total revenue earned by the Company for these services during the three months ended September 30, 2015 was $1,012 of which $184 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended September 30, 2015. This resulted in estimated tax expense of $269 for the three months ended September 30, 2015.

Total revenue earned by the Company for these services during the nine months ended September 30, 2016 was $2,240 of which $0 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,619 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $766 for the nine months ended September 30, 2016.  Total revenue earned by the Company for these services during the nine months ended September 30, 2015 was $5,692 of which $3,235 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $3,323 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $1,499 for the nine months ended September 30, 2016.

Prior to the Merger, Baltic Trading was subject to income tax on its United States source income.  However, as a result of the Merger, Baltic Trading should qualify for the Section 883 exemption of the U.S. Internal Revenue Code of 1986 (as amended) in 2016 and in future taxable years as long as GS&T qualifies for the Section 883 exemption.  As such, during the three and nine months ended September 30, 2016, there was no United States income tax recorded for Baltic Trading. During the three and nine months ended September 30, 2015, Baltic Trading had United States operations that resulted in United States source income of $583 and $1,348, respectively.  Baltic Trading’s estimated United States income tax expense for the three and nine months ended September 30, 2015 was $23 and $54, respectively.

Recent accounting pronouncements

In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments.”  This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification of certain cash receipts and payments in the statement of cash flows.  This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted.  This ASU shall be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases.  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense.  This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This ASU will require that equity investments are measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-15 (“ASU 2015-15”), which amends presentation and disclosure requirements outlined in ASU 2015-03, “Interest-Imputation of Interest (ASC Subtopic 835-30):  Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”) by clarifying guidance for debt issuance costs related to line of credit arrangements by acknowledging the statement by SEC staff that it would not object to presentation of debt issuance costs related to a line of credit arrangement as an asset, and amortizing them ratably over the term of the line of credit arrangement, regardless of whether there were any borrowings outstanding under the agreement. Issued in April 2015, ASU 2015-03 required debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts.  Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company adopted ASU 2015-03 during the three months ended March 31, 2016 on a retrospective basis. Refer to Note 8 – Debt.

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 consolidated financial statements. Subsequent to the issuance of ASU 2014-09, the FASB issued the following ASU’s which amend or provide additional guidance on topics addressed in ASU 2014-09.  In March 2016, the FASB issued ASU No. 2016-08, “Revenue Recognition - Principal versus Agent” (reporting revenue gross versus net). In April 2016, the FASB issued ASU No. 2016-10, “Revenue Recognition - Identifying Performance Obligations and Licenses.”   Lastly, in May 2016, the FASB issued No. ASU 2016-12, “Revenue Recognition - Narrow Scope Improvements and Practical Expedients.”   The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

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CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2016

CASH FLOW INFORMATION

CASH FLOW INFORMATION

3 - CASH FLOW INFORMATION

For the nine months ended September 30, 2016, the 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 $45 for the Purchase of vessels, including deposits and $18 for the Purchase of other fixed assets. Additionally, during the nine months ended September 30, 2016, the 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 $58 associated with the Sale of AFS securities.

Professional fees and trustee fees in the amount of $243 were recognized by the Company in Reorganization items, net for the nine months ended September 30, 2016 (refer to Note 16 —  Reorganizations Items, net).  During this period, $173 of professional fees and trustee fees were paid through September 30, 2016 and $117 is included in Accounts payable and accrued expenses as of September 30, 2016.

For the nine months ended September 30, 2015, the 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 $363 for the Purchase of vessels, including deposits and $49 for the Purchase of other fixed assets.  Additionally, for the nine months ended September 30, 2015, the 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 $14 associated with the Payment of deferred financing fees.  Lastly, for the nine months ended September 30, 2015, the 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 $82 associated with the Cash settlement of non-accredited Note holders.  During the nine months ended September 30, 2015, the Company increased the estimated amount of non-accredited holders of the Convertible Senior Notes, which was discharged on July 9, 2014 when the Company emerged from bankruptcy (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 $1,006 were recognized by the Company in Reorganization items, net for the nine months ended September 30, 2015 (refer to Note 16 — Reorganizations Items, net).  During this period, $1,162 of professional fees and trustee fees were paid through September 30, 2015 and $157 is included in Accounts payable and accrued expenses as of September 30, 2015.

During the nine months ended September 30, 2015, the Company made a reclassification of $19,043 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of Baltic Wasp and Baltic Scorpion. No such reclassifications were made during the nine months ended September 30, 2016.

During the nine months ended September 30, 2016 and 2015, cash paid for interest, net of amounts capitalized, was $19,408 and $11,543, respectively.

During the nine months ended September 30, 2016 and 2015, cash paid for estimated income taxes was $512 and $1,369, respectively.

On May 18, 2016, the Company issued 666,664 restricted stock units, or 66,666 restricted stock units on a post-reverse stock split basis, to certain members of the Board of Directors.  The aggregate fair value of these restricted stock units was $340.  Refer to Note 18 — Stock-Based Compensation.   

On February 17, 2016, the Company granted 408,163 and 204,081 shares of nonvested stock, or 40,816 and 20,408 shares on a post-reverse stock split basis, under the 2015 Equity Incentive Plan to Peter C. Georgiopoulos, former Chairman of the Board of Directors, and John Wobensmith, President, respectively.  The grant date fair value of such nonvested stock was $318.  Refer to Note 18 — Stock-Based Compensation.

On July 13, 2015 and July 29, 2015, the Company issued 16,188 and 58,215 restricted stock units, respectively, or 1,619 and 5,821 shares on a post-reverse stock split basis, respectively, to certain members of the Board of Directors.  The aggregate fair value of these restricted stock units was $113 and $416, respectively, and 1,619,  2,328 and 3,493 restricted stock units vested on July 17, 2015, February 17, 2016 and May 18, 2016, respectively.  Refer to Note 18 — Stock-Based Compensation.

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VESSEL ACQUISITIONS AND DISPOSITIONS

9 Months Ended

Sep. 30, 2016

VESSEL ACQUISITIONS AND DISPOSITIONS ABSTRACT

Vessel Acquisitions and Dispositions

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

On September 30, 2016, the Board of Directors unanimously approved the sale of the Genco Sugar and Genco Pioneer and these vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2016.  Refer to Note 20 — Subsequent Events for details of the sales.

On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine. On May 17, 2016, the Company completed the sale of the Genco Marine.  The Company realized a net loss of $77 and had net proceeds of $1,923 from the sale of the vessel, including costs incurred to deliver the vessel to the buyer, during the nine months ended September 30, 2016.  The Company reached an agreement on May 6, 2016 to sell the Genco Marine, a 1996-built Handymax vessel, to be scrapped with Ace Exim Pte Ltd., a demolition yard, for a net amount $2,187 less a 2.0% broker commission payable to a third party.  

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 were renamed the Baltic Mantis and the Baltic Scorpion. 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 and the Baltic Mantis were delivered to the Company on August 6, 2015 and October 9, 2015, respectively. The Company has utilized a combination of cash on hand, cash flow from operations as well as debt, including the $148 Million Credit Facility and the 2014 Term Loan Facilities as described in Note 8 — Debt, to fully finance the acquisition of these 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 delivery dates for the vessels in the Company’s fleet.

Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading for the three months ended September 30, 2016 and 2015 was $0 and $100, respectively, and $0 and $363 for the nine months ended September 30, 2016 and 2015, respectively.

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INVESTMENTS

9 Months Ended

Sep. 30, 2016

INVESTMENTS

INVESTMENTS

5 – INVESTMENTS

The Company holds an investment in the capital stock of Jinhui and the stock of KLC.  Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping.  KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products.  These investments are designated as AFS and are reported at fair value, with unrealized gains and losses recorded in equity as a component of AOCI.  At September 30, 2016 and December 31, 2015, the Company held 10,235,100 and 15,706,825 shares of Jinhui capital stock, respectively, which is recorded at its fair value of $6,127 and $12,273,  respectively, based on the last closing price during each respective quarter on September 30, 2016 and December 30, 2015, respectively.  At September 30, 2016 and December 31, 2015, the Company held 3,355 shares of KLC stock which is recorded at its fair value of $64 and $54, respectively, based on the last closing price during each respective quarter on September 30, 2016 and December 30, 2015.

The Company reviews the investment in Jinhui for indicators of other-than-temporary impairment in accordance with ASC 320-10. Based on the Company’s review, it deemed the investment in Jinhui to be other-than-temporarily impaired as of June 30, 2016 and December 31, 2015 due to the duration and severity of the decline in its market value versus its cost basis and the absence of the intent and ability to recover the initial carrying value of the investment.  As a result, the Company recorded an impairment charge in the Condensed Consolidated Statement of Operations of $2,696 during the nine months ended September 30, 2016. The Company will continue to review its investments in Jinhui and KLC for impairment on a quarterly basis.  There were no impairment charges during the three months ended September 30, 2016 and $32,536 of impairment charges during the three and nine months ended September 30, 2015. The Company’s investment in Jinhui is a Level 1 item under the fair value hierarchy, refer to Note 10 — Fair Value of Financial Instruments.

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. As a result of the other-than-temporary impairment of the investment in Jinhui, the cost basis for the investment in Jinhui going forward will be based on its fair value as of June 30, 2016.

Refer to Note 9 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI, including the effects of any sales of Jinhui shares and other-than-temporary impairment of the investment in Jinhui.

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NET LOSS PER COMMON SHARE

9 Months Ended

Sep. 30, 2016

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE

6 - 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 reporting period. The computation of diluted net loss per share assumes the vesting of nonvested stock awards (refer to Note 18 — 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 164,910 nonvested shares outstanding, including RSUs, at September 30, 2016 (refer to Note 18 — Stock-Based Compensation), all are anti-dilutive. Of the 2,852,487 of MIP Warrants and 3,936,761 of equity warrants outstanding at September 30, 2016, all are anti-dilutive.  The 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 Company (refer to Note 18 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. 

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presents in these condensed consolidated financial statements reflect the reverse stock split. 

The components of the denominator for the calculation of basic and diluted net loss per share are as follows:

	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Dilutive effect of warrants	—	—	—	—
Dilutive effect of restricted stock awards	—	—	—	—
Weighted-average common shares outstanding, diluted	7,245,268	6,982,434	7,228,660	6,361,518

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2016

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

7 - RELATED PARTY TRANSACTIONS

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a Director of the Company, refer to Note 1 — General Information. The following represent related party transactions reflected in these condensed consolidated financial statements:

The Company incurred travel and other office related expenditures from Gener8 Maritime, Inc. (“Gener8”), where the Company’s former Chairman, Peter C. Georgiopoulos, serves as Chairman of the Board.  During the nine months ended September 30, 2016 and 2015, the Company incurred travel and other office related expenditures totaling $73 and $76, respectively, reimbursable to Gener8 or its service provider. At September 30, 2016 and December 31, 2015, the amount due to Gener8 from the Company was $18 and $8, respectively.

During the nine months ended September 30, 2016 and 2015, the Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $0 and $18, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, the former Chairman of the Board.  At September 30, 2016 and December 31, 2015, the amount due to Constantine Georgiopoulos was $11 and $11, respectively.

The Company has entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in its fleet.  Peter C. Georgiopoulos, former Chairman of the Board of the Company, is Chairman of the Board of Aegean.  During the nine months ended September 30, 2016 and 2015, Aegean supplied lubricating oils and bunkers to the Company’s vessels aggregating $1,189 and $1,330, respectively.  At September 30, 2016 and December 31, 2015, $211 and $219 remained outstanding, respectively.

During the nine months ended September 30, 2016 and 2015, the Company invoiced MEP for technical services provided, including termination fees, and expenses paid on MEP’s behalf aggregating $2,225 and $2,508, respectively. Peter C. Georgiopoulos, former Chairman of the Board, is a director of and has a minority interest in MEP.  At September 30, 2016, $39 was due to MEP from the Company.  At December 31, 2015, $603 was due to the Company from MEP.  Total service revenue earned by the Company, including termination fees, for technical service provided to MEP for the nine months ended September 30, 2016 and 2015 was $2,240 and $2,457, respectively.

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DEBT

9 Months Ended

Sep. 30, 2016

DEBT

DEBT

8 – DEBT

Long-term debt consists of the following:

	September 30,		December 31,
	2016		2015
Principal amount	$	548,276	$	588,434
Less:  Unamortized debt issuance costs		(7,821)		(9,411)
Less: Current portion		(540,455)		(579,023)
Long-term debt	$	—	$	—

	September 30, 2016				December 31, 2015
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$100 Million Term Loan Facility	$	54,330	$	955	$	60,100	$	1,201
$253 Million Term Loan Facility		130,043		2,010		145,268		2,528
$44 Million Term Loan Facility		36,438		473		38,500		584
2015 Revolving Credit Facility		51,294		—		56,218		—
$98 Million Credit Facility		98,271		1,994		98,271		2,368
$148 Million Credit Facility		131,394		519		140,383		639
$22 Million Term Loan Facility		17,500		299		18,625		376
2014 Term Loan Facilities		29,006		1,571		31,069		1,715
Total debt	$	548,276	$	7,821	$	588,434	$	9,411

During the three months ended March 31, 2016, the Company adopted ASU 2015-03 (refer to Note 2 – Summary of Significant Accounting Policies) which requires debt issuance costs related to a recognized debt liability to be presented on the condensed consolidated balance sheets as a direct deduction from the debt liability rather than as a deferred financing cost assets.  The Company applied this guidance for all of its credit facilities with the exception of the 2015 Revolving Credit Facility and the revolving credit facility portion of the $148 Million Credit Facility, which represent revolving credit agreements which are not addressed in ASU 2015-03.  Accordingly, as of September 30, 2016, $7,821 of deferred financing costs were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Furthermore, the Company reclassified $9,411 of deferred financing costs from Deferred Financing Costs, net to the Current Portion of Long-Term Debt as of December 31, 2015. 

Commitment Letter

On June 8, 2016, the Company entered into a Commitment Letter (the “Commitment Letter”) for a senior secured loan facility (the “New Facility”) for an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, and BNP Paribas.  The New Facility is intended to refinance the Company’s $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and 2015 Revolving Credit Facility, each as defined below (collectively, the “Prior Facilities”).  The New Facility is subject to definitive documentation, and the Company’s ability to borrow under the New Facility is subject to a number of conditions, including the completion of an equity financing satisfactory to the lenders with gross proceeds to the Company including the equity commitments described below of at least $125,000, amendment of the Company’s other credit facilities on terms satisfactory to the lenders and other customary conditions.  As a condition to the effectiveness of the Commitment Letter, the Company entered into separate equity commitment letters for a portion of such financing on June 8, 2016 with each of the following: (i) funds or related entities managed by Centerbridge Partners, L.P. or its affiliates (“Centerbridge”) for approximately $31,200, (ii) funds or related entities managed by Strategic Value Partners, LLC (“SVP”) for approximately $17,300, and (iii) funds managed by affiliates of Apollo Global Management, LLC (“Apollo”) for approximately $14,000, each of which are subject to a number of conditions.  Additionally, pursuant to the Commitment Letter, the waivers with regard to the collateral maintenance covenants under the $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2015 Revolving Credit Facility, as defined below, were initially extended to July 29, 2016 subject to the entry into a definitive purchase agreement for the equity financing referred to above by June 30, 2016.

On June 30, 2016 the Company entered into an amendment and restatement of the Commitment Letter (the “Amended Commitment Letter”).  This amendment extended the collateral maintenance waivers under the Prior Facilities through 11:59 p.m. on September 30, 2016, which were further extended to October 7, 2016 pursuant to an additional agreement entered into with the lenders on September 30, 2016.  On October 6, 2016, the collateral maintenance waivers were further extended through November 15, 2016 pursuant to the Second Amended Commitment Letter (as defined below).  Additionally, the Second Amended Commitment Letter (as defined below), as well as the Amended $98 Million Credit Facility Commitment Letter (refer to the “$98 Million Credit Facility” section below) provided for waivers of the Company’s company-wide minimum cash covenants, so long as cash and cash equivalents of the Company are at least $25,000, and of the Company’s maximum leverage ratio through November 15, 2016.  Lastly, the collateral maintenance waivers and maximum leverage ratio waivers under the 2014 Term Loan Facility were extended through November 15, 2016 pursuant to a waiver entered into on October 14, 2016.  In addition, from August 31 through November 15, 2016, the amount of cash the Company would need to maintain under its minimum cash covenants applicable only to obligors in each Prior Facility would be reduced by up to $250 per vessel, subject to an overall maximum cash withdrawal of $10,000 to pay expenses and additional conditions.  The effectiveness of such new waivers and waiver extensions was conditioned on extension of the equity commitment letters entered into on June 8, 2016 as described above through September 30, 2016, which were so extended by amendments entered into on June 29, 2016.   The Amended Commitment Letter also conditioned such waivers on the Company entering into a definitive purchase agreement or file a registration statement for an equity financing by 11:59 p.m. on August 15, 2016.  Pursuant to additional agreements entered into with the lenders on August 12, 2016, August 30, 2016, September 14, 2016 and September 30, 2016, the deadline to enter into a definitive purchase agreement or file a registration statement for an equity financing was further extended to October 7, 2016.  Stock purchase agreements were entered into on October 6, 2016 pursuant to the Second Amended Commitment Letter as defined below.

On October 6, 2016, the Company entered into a second amendment and restatement of the Commitment Letter (the “Second Amended Commitment Letter”).  This amendment further extended the collateral maintenance waivers under the Prior Facilities through November 15, 2016. As a condition to the effectiveness of the Second Amended Commitment Letter, the Company entered into stock purchase agreements (the “Purchase Agreements”) effective as of October 4, 2016 with funds or related entities managed by Centerbridge, SVP and Apollo (the “Investors”) for the purchase of the Company’s Series A Convertible Preferred Stock for an aggregate of up to $125,000 in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.  The Series A Preferred Stock to be sold pursuant to the Purchase Agreements  will be automatically and mandatorily convertible into the Company’s common stock, par value $0.01 per share, upon approval by the Company’s shareholders of such conversion.  The purchase price of the Series A Preferred Stock under each of the Purchase Agreements is $4.85 per share.  An additional 1,288,660 shares of Series A Preferred Stock are to be issued to Centerbridge, SVP and Apollo as a commitment fee on a pro rata basis.  The purchase price and the other terms and conditions of the transaction were established in arm’s length negotiations between an independent special committee of the Board of the Directors of the Company (the “Special Committee”).  The Special Committee unanimously approved the transaction.

Under the Purchase Agreements, Centerbridge made a firm commitment to purchase 6,597,938 shares of Series A Preferred Stock for an aggregate purchase price of $32,000, SVP made a firm commitment to purchase 7,628,866 shares of Series A Preferred Stock for an aggregate purchase price of $37,000, and Apollo made a firm commitment to purchase 3,587,629 shares of Series A Preferred Stock for an aggregate purchase price of $17,400.  In addition, Centerbridge, SVP and Apollo have agreed to provide a backstop commitment to purchase up to 3,402,062,  2,371,134 and 2,185,568 additional shares of Series A Preferred Stock, respectively, for $4.85 per share.  To the extent the Company agrees to issue Series A Preferred Stock in an additional private placement to third parties, the aggregate amount purchased by Centerbridge, SVP and Apollo may be reduced pro rata by up to $38,600 in Series A Preferred Stock.

Subsequently, on October 27, 2016, the Company entered into a stock purchase agreement (the “Additional Purchase Agreement”) with certain of the Investors; John C. Wobensmith, the Company’s President; and other investors for the sale of shares of Series A Preferred Stock for an aggregate purchase price of $38,600 at a purchase price of $4.85 per share.  The purchase price and the other terms and conditions of these transactions were established in arm’s length negotiations between an independent special committee of the board of directors of the Company (the “Special Committee”) and the investors.  The Special Committee unanimously approved the transactions.

Collateral Maintenance and Maximum Leverage Ratio Compliance

The Company is required to be in compliance with covenants under all of its nine credit facilities on a quarterly basis. Pursuant to the Second Amended Commitment Letter, the Amended $98 Million Credit Facility Commitment Letter (as defined below), and the waiver entered into for the 2014 Term Loan Facilities (as described below), the collateral maintenance requirements and maximum leverage requirements under all nine of the Company’s credit facilities has been waived through November 15, 2016, with the exception of the $98 Million Credit Facility Commitment Letter which reduced the collateral maintenance requirement from 140% to 120% and the 2014 Term Loan Facilities, for which the waivers were extended through November 15, 2016, except that such extended waivers under the 2014 Term Loan Facilities will be void if Sinosure gives written notice to the agent bank that it does not approve the waivers.  Each of the Company’s credit facilities contain cross default provisions that could be triggered by the Company’s failure to satisfy its collateral maintenance and maximum leverage covenants once the waivers expire.  Given the existence of the cross default provisions, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the Company has determined that it should classify its outstanding indebtedness as a current liability as of September 30, 2016 and December 31, 2015.

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 $22 Million Term Loan Facility (as defined below), 2014 Term Loan Facilities (as defined below) and the $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 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 $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 $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 was increased to 140% at the time of funding of the term loan for the Baltic Scorpion on August 3, 2015. 

· 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 $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 the Company (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 GS&T 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.

On July 17, 2015, when the Merger was completed, the Company executed a guaranty of the obligations of the borrowers (other than to the extent the Company was a borrower) 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.

$98 Million Credit Facility

On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a newly formed direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”).

The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015. As of September 30, 2016, there was no availability under the $98 Million Credit Facility.  As of September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $96,277 and $95,903, respectively.

Borrowings under the facility are available for working capital purposes.  The facility has a final maturity date of September 30, 2020, and the principal borrowed under the facility will bear interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum.  The facility has no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter.  To the extent the value of the collateral under the facility is 182% or less of the loan amount outstanding, the Borrowers are to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts:  costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they own.

The Facility Agreement requires the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends; collateral maintenance requirements; and other customary covenants. The Company is prohibited from paying dividends under this facility until May 1, 2017. Following May 1, 2017, the amount of dividends the Company may pay is limited based on the amount of the loans outstanding under the 2015 Revolving Credit Facility (as defined below) and the $98 Million Credit Facility, as well as the ratio of the value of vessels and certain other collateral pledged under the $98 Million Credit Facility.  The Facility Agreement includes usual and customary events of default and remedies for facilities of this nature.  As of September 30, 2016 and December 31, 2015, the Company had 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.

Borrowings under the facility are secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco Champion, and the Genco Charger, and related collateral.  Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco are acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.

On June 29, 2016, the Company entered into a commitment letter (the “$98 Million Credit Facility Commitment Letter”) which provides for certain covenant relief through September 30, 2016.  For such period, compliance with the company-wide minimum cash covenant has been waived so long as cash and cash equivalents of the Company are at least $25,000; compliance with the maximum leverage ratio has been waived; and the ratio required to be maintained under the Company’s collateral maintenance covenant will be 120% rather than 140%.  An amendment to the $98 Million Credit Facility Commitment Letter was entered into on September 30, 2016 (the “Amended $98 Million Credit Facility Commitment Letter”) which extended these covenant reliefs through November 15, 2016.  Refer to the “Commitment Letter” section above for further discussions about the company-wide minimum cash covenant.

As of September 30, 2016, after giving effect to the modification of the collateral maintenance covenant as described above, the Company believed it was in compliance with all of the financial covenants under the $98 Million Credit Facility pursuant to the terms of the Amended $98 Million Credit Facility Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $96,277 has been classified as current liability in the Condensed Consolidated Balance Sheet as of September 30, 2016.

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 has since expired (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 were permitted 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. 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. 

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.  Additionally, on July 10, 2015 and October 14, 2015, the Company drew down $10,000 and $21,218, respectively, on the 2015 Revolving Credit Facility for working capital purposes. As of September 30, 2016, the Company has utilized its maximum borrowing capacity. At the September 30, 2016 and December 31, 2015, the total outstanding debt balance was $51,294 and $56,218, respectively. 

On April 7, 2016, the Company entered into a waiver agreement with the lenders under the 2015 Revolving Credit Facility to postpone the due date of the $1,641 amortization payment due April 7, 2016 to May 31, 2016.  As a condition thereof, the amount of the debt service required under the 2015 Revolving Credit Facility was $3,241 through May 30, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the 2015 Revolving Credit Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the debt outstanding under this facility of $51,294 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

$100 Million Term Loan Facility

On August 12, 2010, the Company entered into the $100 Million Term Loan Facility. As of September 30, 2016, 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 September 30, 2016, there was no availability under the $100 Million Term Loan Facility.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $53,375 and $58,899, respectively.

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 pay down 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 (refer to Note 16 – Reorganization Items, net for discussion of 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 June 30, 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 has been 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.  Refer to the $253 Million Term Loan Facility section below for a description of the additional security granted for this facility.

Consenting lenders under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility received an upfront fee of $165 and $350, respectively, related to the April 2015 Amendments.

In October 2015 and April 2015 the Company added two unencumbered vessels, the Genco Prosperity and Genco Sugar, respectively, as additional collateral to cover the previous shortfalls in meeting the collateral maintenance test.

A waiver was entered into on March 29, 2016 which required the Company to prepay the $1,923 debt amortization payment due on June 30, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $100 Million Term Loan Facility which extended the waiver through May 31, 2016.  Pursuant to additional agreements with the lenders under the $100 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $100 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $53,375 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

$253 Million Term Loan Facility

On August 20, 2010, the Company entered into the $253 Million Term Loan Facility. As of September 30, 2016, 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 September 30, 2016, there was no availability under the $253 Million Term Loan Facility. At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $128,033 and $142,740, respectively.

As of September 30, 2016 and December 31, 2015, 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.

In order to maintain compliance with the collateral maintenance test, 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.  Additionally, the Company was also in communication with the facility’s agent and prepaid $1,650 of the outstanding indebtedness on July 29, 2015, which the lenders agreed would reduce the schedules amortization payment of $5,075 that was due in October 2015.

A waiver was entered into on March 11, 2016 which required the Company to prepay the $5,075 debt amortization payment due on April 11, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $253 Million Term Loan Facility which extended the waiver through May 31, 2016. Pursuant to additional agreements with the lenders under the $253 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $253 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above. As such, the net debt outstanding under this facility of $128,033 has been classified as current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

$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 Genco 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, the Company may have the lien on the Genco Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, the Company 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 Genco Tiger and Baltic Lion, respectively.  As of September 30, 2016, the Company has utilized its maximum borrowing capacity of $44,000 and there was no further availability.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $35,965 and $37,916, respectively. 

On June 8, 2016, the Company entered into an amendment to the $44 Million Term Loan Facility which provided for cross-collateralization with the $22 Million Term Loan Facility.  Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Genco Tiger, Baltic Lion, Baltic Fox and Baltic Hare less the outstanding indebtedness under the $22 Million Term Loan Facility as the total security effective June 30, 2016. Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believes it was in compliance with all of the financial covenants under the $44 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $35,965 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 Baltic Trading $44 Million Term Loan Facility.  Refer to Note 1 — General Information for further information regarding the sale of these entities to the Company.

2010 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 Credit Facility”).  An amendment to the 2010 Credit Facility was entered into by Baltic Trading effective November 30, 2010.  Among other things, this amendment increased the commitment amount of the 2010 Credit Facility from $100,000 to $150,000.  An additional amendment to the 2010 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 Credit Facility:

· The requirement that certain additional vessels acquired by Baltic Trading be mortgaged as collateral under the 2010 Baltic Trading Credit Facility was eliminated.

· Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 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 $22 Million Term Loan Facility (as defined below) have been incorporated into the 2010 Credit Facility.

On December 31, 2014, Baltic Trading entered into the $148 Million Credit Facility. Refer to the “$148 Million Credit Facility” section below.  Borrowings under the $148 Million Credit Facility were used to refinance Baltic Trading’s indebtedness under the 2010 Credit Facility.  On January 7, 2015, Baltic Trading repaid the $102,250 outstanding under the 2010 Credit Facility with borrowings from the $148 Million Credit Facility.

$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 “$22 Million Term Loan Facility”).  Amounts borrowed and repaid under the $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 $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 on 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 $22 Million Term Loan Facility are secured by liens on the Company’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 $22 Million Term Loan Facility, the Company agreed to guarantee the obligations of its subsidiaries under the $22 Million Term Loan Facility.

On September 4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively.  As of September 30, 2016, the Company has utilized its maximum borrowing capacity of $22,000 and there was no further availability.  At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $17,201 and $18,249, respectively.

On June 8, 2016, the Company entered into an amendment to the $22 Million Term Loan Facility which provided for cross-collateralization with the $44 Million Term Loan Facility.  Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Baltic Fox, Baltic Hare, Genco Tiger and Baltic Lion less the outstanding indebtedness under the $44 Million Term Loan Facility as the total security effective June 30, 2016.  Additionally, this amendment increased the collateral maintenance requirement to 125% from 110% commencing July 1, 2016.  Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believes it was in compliance with all of the financial covenants under the $22 Million Term Loan Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that the Company would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $17,201 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 $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 $22 Million Term Loan Facility.

2014 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 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary acquired, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed under the 2014 Term Loan Facilities may not be reborrowed.  The 2014 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 Term Loan Facilities are insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which was recorded in deferred financing fees.  Borrowings under the 2014 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 commenced six months after the actual delivery date for each respective vessel.

Borrowings under the 2014 Term Loan Facilities are secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guarantees the obligations of the Baltic Hornet and Baltic Wasp under the 2014 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 September 30, 2016, the Company had utilized its maximum borrowing capacity and there was no further availability. At September 30, 2016 and December 31, 2015, the total outstanding net debt balance was $27,435 and $29,354, respectively. 

A waiver was entered into on June 30, 2016 with the lenders under the 2014 Term Loan Facilities which waived the collateral maintenance covenant through September 30, 2016.  On August 9, 2016, the Company entered into waiver agreements which extend the existing collateral maintenance covenant through October 15, 2016 and provided for waivers of the maximum leverage ratio covenant through such time.  On October 14, 2016, these waivers were further extended to November 15, 2016. 

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the 2014 Term Loan Facilities, other than covenants that had been waived pursuant to the waiver agreements entered into on August 9, 2016 and October 14, 2016.  However, as of September 30, 2016, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $27,435 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 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 Term Loan Facilities.

$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 “$148 Million Credit Facility”).  The $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 Credit Facility.  Amounts borrowed under the revolving credit facility of the $148 Million Credit Facility may be re-borrowed.  Borrowings under the term loan facility of the $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that were used to finance, in part, the purchase of two newbuilding Ultramax vessels that the Company had agreed to acquire, namely the Baltic Scorpion and Baltic Mantis.  Amounts borrowed under the term loan facility of the $148 Million Credit Facility may not be re-borrowed.

The $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 $148 Million Credit Facility, which began accruing on December 31, 2014.  The commitment under the revolving credit facility of the $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 $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 $148 Million Credit Facility must be repaid in full on the maturity date, December 31, 2019.

Borrowings under the $148 Million Credit Facility are secured by liens on nine of Company’s existing vessels that have served as collateral under the 2010 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 $148 Million Credit Facility requires the Company to comply with a number of customary covenants substantially similar to those in the 2010 Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance.

As of September 30, 2016, there was no availability under the $148 Million Credit Facility.  As of September 30, 2016 and December 31, 2015, the outstanding debt under the revolving credit facility of the $148 Million Credit Facility was $100,319 and $107,658, respectively.  Additionally, as of September 30, 2016 and December 31, 2014, the outstanding net debt under the term loan facility of the $148 Million Credit Facility was $30,556 and $32,086, respectively.

On January 7, 2015, Baltic Trading drew down $104,500 from the revolving credit facility of the $148 Million Credit Facility.  Using these borrowings, Baltic Trading repaid the $102,250 outstanding under the 2010 Facility.  Additionally, on February 27, 2015, Baltic Trading drew down $10,500 from the revolving credit facility of the $148 Million Credit Facility. 

On August 3, 2015 and October 7, 2015, the Company drew down $16,500 on the term loan facility on each date for the purchase of the Baltic Scorpion and Baltic Mantis, respectively.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

A waiver was entered into on April 12, 2016 which extended the cure period for the collateral maintenance covenants to May 31, 2016.  Pursuant to additional agreements with the lenders under the $148 Million Credit Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 8, 2016.  Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.

As of September 30, 2016, the Company believed it was in compliance with all of the financial covenants under the $148 Million Credit Facility, other than covenants that had been waived by its lenders as of such date pursuant to the Second Amended Commitment Letter.  However, as of September 30, 2016, the Company believed it was probable that it would not be in compliance with certain covenants at measurement dates within the next twelve months absent entering into the New Facility described above.  As such, the net debt outstanding under this facility of $130,875 has been classified as a current liability in the Condensed Consolidated Balance Sheets as of September 30, 2016.

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 $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 $148 Million Credit Facility.

As per the Amendment and Consent Agreements, the collateral maintenance increased 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 Progress and Genco Pioneer, as additional collateral to cover any potential shortfall of the collateral maintenance test.  The Genco Pioneer was subsequently sold on October 26, 2016 to a third party and the net proceeds were utilized to pay down debt under the $148 Million Credit Facility, refer to Note 20 — Subsequent Events.  Additionally, during December 2015, the Company added two of its unencumbered Panamax and Handymax vessels, the Genco Wisdom and Genco Leader, respectively, as additional collateral to cover any potential shortfall of the collateral maintenance test.  The Genco Leader was sold on November 4, 2016 to a third party and the net proceeds will be utilized to pay down debt under the $148 Million Credit Facility, refer to Note 20 — Subsequent Events. 

Interest rates

The following table 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. The following table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Effective Interest Rate	4.47	%	3.55	%	4.40	%	3.54	%
Range of Interest Rates (excluding impact of unused commitment fees)	3.13% to 6.96	%	2.78% to 3.93	%	2.69% to 6.96	%	2.73% to 3.93	%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Sep. 30, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI included in the accompanying Condensed Consolidated Balance Sheets consist of net unrealized gains (losses) from investments in Jinhui stock and KLC stock.

Changes in AOCI by Component

For the Three Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2016	$	(26)
OCI before reclassifications		316
Amounts reclassified from AOCI		—
Net current-period OCI		316
AOCI — September 30, 2016	$	290

Changes in AOCI by Component

For the Three Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2015	$	(26,360)
OCI before reclassifications		(6,880)
Amounts reclassified from AOCI		33,223
Net current-period OCI		26,343
AOCI — September 30, 2015	$	(17)

Changes in AOCI by Component

For the Nine Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2016	$	(21)
OCI before reclassifications		(2,385)
Amounts reclassified from AOCI		2,696
Net current-period OCI		311
AOCI — September 30, 2016	$	290

Changes in AOCI by Component

For the Nine Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2015	$	(25,317)
OCI before reclassifications		(7,923)
Amounts reclassified from AOCI		33,223
Net current-period OCI		25,300
AOCI — September 30, 2015	$	(17)

		Reclassifications Out of AOCI
	For the Three Months Ended				For the Nine Months Ended				Affected Line Item in
	September 30,				September 30,				the Statement Where
Details about AOCI Components	2016		2015		2016		2015		Net Loss is Presented
Net unrealized loss on investments
Realized loss on sale of AFS investment	$	—	$	(687)	$	—	$	(687)	Other income (expense)
Impairment of AFS investment		—		(32,536)		(2,696)		(32,536)	Impairment of investment
Total reclassifications for the period	$	—	$	(33,223)	$	(2,696)	$	(33,223)

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2016

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at September 30, 2016 and December 31, 2015 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	September 30, 2016				December 31, 2015
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	40,028	$	40,028	$	121,074	$	121,074
Restricted cash		19,815		19,815		19,815		19,815
Floating rate debt		548,276		548,276		588,434		588,434

The fair value of the floating rate debt under the $100 Million Term Loan Facility and the $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 this facility, and there were no changes 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 and the $98 Million Credit Facility are based on rates the Company recently obtained upon the effective date of these facilities on April 7, 2015 and November 4, 2015, respectively.   The fair value of the $148 Million Credit Facility, $22 Million Term Loan Facility and the 2014 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 8 — Debt for further information.  The carrying value approximates the fair market value for these floating rate loans.  The carrying amounts of the Company’s other financial instruments at September 30, 2016 and December 31, 2015 (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 requires significant management judgment. The three levels are defined as follows:

· Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

· Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of September 30, 2016 and December 31, 2015, the fair values of the Company’s financial assets and liabilities are categorized as follows:

	September 30, 2016
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	6,191	$	6,191

	December 31, 2015
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	12,327	$	12,327

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 transactions amongst third parties. The Company did not have any Level 3 financial assets or liabilities as of September 30, 2016 and December 31, 2015.

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PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

9 Months Ended

Sep. 30, 2016

PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

11 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	September 30,		December 31,
	2016		2015
Lubricant inventory, fuel oil and diesel oil inventory and other stores	$	10,318	$	10,478
Prepaid items		2,448		3,917
Insurance receivable		1,283		2,738
Other		3,023		4,236
Total prepaid expenses and other current assets	$	17,072	$	21,369

Other noncurrent assets in the amount of $514 at September 30, 2016 and December 31, 2015 represent the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 17 — Commitments and Contingencies for further information related to the lease agreement.

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DEFERRED FINANCING COSTS

9 Months Ended

Sep. 30, 2016

DEFERRED FINANCING COSTS

DEFERRED FINANCING COSTS

12 - DEFERRED FINANCING COSTS

Deferred financing costs include fees, commissions and legal expenses associated with securing revolving-debt facilities and other debt offerings and amending existing revolving-debt facilities. These costs are amortized over the life of the related debt and are included in interest expense.  Refer to Note 8 — Debt for further information regarding the existing revolving debt facilities.

Total net deferred financing costs consist of the following as of September 30, 2016 and December 31, 2015:

	September 30,		December 31,
	2016		2015
2015 Revolving Credit Facility	$	1,254	$	1,254
$148 Million Credit Facility		2,774		2,774
Total deferred financing costs		4,028		4,028
Less: accumulated amortization		1,340		734
Total	$	2,688	$	3,294

During the three months ended March 31, 2016, the Company adopted ASU 2015-03 (refer to Note 2 – Summary of Significant Accounting Policies) which requires debt issuance costs related to a recognized debt liability to be presented on the Condensed Consolidated Balance Sheets as a direct deduction from the debt liability rather than as a deferred financing cost assets.  The Company applied this guidance for all of its credit facilities with the exception of the 2015 Revolving Credit Facility and the revolving credit facility portion of the $148 Million Credit Facility, which represent revolving credit agreements which are not addressed in ASU 2015-03.  Accordingly, as of September 30, 2016, $7,821 of deferred financing costs were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Furthermore, the Company reclassified $9,411 of deferred financing costs from Deferred financing costs, net to the Current portion of long-term debt as of December 31, 2015.  Refer to Note 8 — Debt for further information.

Amortization expense for deferred financing costs, including the deferred financing costs recognized net of the outstanding debt, was $737and $637 for the three months ended September 30, 2016 and 2015, respectively, and $2,195 and $1,688 for the nine months ended September 30, 2016 and 2015, respectively.  This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

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FIXED ASSETS

9 Months Ended

Sep. 30, 2016

FIXED ASSETS

FIXED ASSETS

13 - FIXED ASSETS

Fixed assets consist of the following:

	September 30,		December 31,
	2016		2015
Fixed assets, at cost:
Vessel equipment	$	1,127	$	1,086
Furniture and fixtures		462		462
Computer equipment		142		142
Total costs		1,731		1,690
Less: accumulated depreciation and amortization		660		404
Total	$	1,071	$	1,286

Depreciation and amortization expense for fixed assets for the three months ended September 30, 2016 and 2015 was $97 and $83, respectively.  Depreciation and amortization expense for fixed assets for the nine months ended September 30, 2016 and 2015 was $289 and $200, respectively.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2016

ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	September 30,		December 31,
	2016		2015
Accounts payable	$	4,835	$	8,271
Accrued general and administrative expenses		5,780		5,745
Accrued vessel operating expenses		11,065		13,451
Total	$	21,680	$	27,467

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REVENUE FROM TIME CHARTERS

9 Months Ended

Sep. 30, 2016

REVENUE FROM TIME CHARTERS

REVENUE FROM TIME CHARTERS

15 - REVENUE FROM TIME CHARTERS

Total voyage revenue includes revenue earned on time charters, including revenue earned in vessel pools and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters.  For the three months ended September 30, 2016 and 2015, the Company earned $37,871 and $49,167 of voyage revenue, respectively, and for the nine months ended September 30, 2016 and 2015, the Company earned $89,461 and $116,548 of voyage revenue, respectively. Included in voyage revenue for the three and nine months ended September 30, 2016 was $869 and $1,499 of profit sharing revenue, respectively.  There was no profit sharing revenue earned during the three and nine months ended September 30, 2015.  Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of October 26, 2016, is expected to be $8,148 for the remainder of 2016 and $2,592 for the year ended December 31, 2017, 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.

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REORGANIZATION ITEMS, NET

9 Months Ended

Sep. 30, 2016

REORGANIZATION ITEMS, NET

REORGANIZATION ITEMS, NET

16 - REORGANIZATION ITEMS, NET

On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than 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 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, 2015 for further detail regarding the bankruptcy filing.

Reorganization items, net represents 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				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Professional fees incurred	$	70	$	169	$	192	$	644
Trustee fees incurred		13		5		51		362
Total reorganization fees	$	83	$	174	$	243	$	1,006
Total reorganization items, net	$	83	$	174	$	243	$	1,006

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2016

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

17 - COMMITMENTS AND CONTINGENCIES

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 were $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 prior to the Effective Date. 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 September 30, 2016 and December 31, 2015 of $1,688 and $1,149, respectively.  Rent expense pertaining to this lease for the three months ended September 30, 2016 and 2015 was $452 and $452, respectively, and $1,356 and $1,356 for the nine months ended September 30, 2016 and 2015, respectively during both periods.

Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $269 for the remainder of 2016, $1,076 for 2017,  $916 for 2018,  $2,230 annually for 2019 and 2020 and a total of $11,130 for the remaining term of the lease.

On August 10, 2016, the Company settled its outstanding lease liability related to its previous office space which the Company had filed a motion to reject in the bankruptcy proceedings.  The motion was accepted on the Effective Date upon the Company’s emergence from Chapter 11. The settlement of this claim resulted in a gain that was recorded in rent expense in the amount of ($116) during the three and nine months ended September 30, 2016.

During the beginning of 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter to Samsun when Samsun filed for the equivalent of bankruptcy protection in South Korea, otherwise referred to as a rehabilitation application.  On July 3, 2015, Samsun filed for rehabilitation proceedings for the second time with the South Korean courts due to financial distress.  On April 8, 2016, the revised rehabilitation plan was approved by the South Korean court whereby 26% of the remainder of the $3,979 unpaid cash claim settlement from the prior rehabilitation plan, or $1,035, will be settled pursuant to a payment plan over the next ten-year period.  The remaining 74% of the claim will be converted to Samsun Shares.  Refer to Note 2 — Summary of Significant Accounting Policies for Other Operating Income recorded during the three and nine months ended September 30, 2016.

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2016

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

18 - STOCK-BASED COMPENSATION

On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.  As a result, all share and per share information included for all periods presented in these condensed consolidated financial statements reflect the reverse stock split. 

On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company.  In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016.  Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos is to receive an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consist of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. The Company is currently evaluating the effect on its consolidated financial statements during the three months ended December 31, 2016.

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 prior to the Company’s reverse stock split, which is equivalent to approximately 966,806 shares on a post-split basis.  Awards under the MIP took the form of restricted stock grants and 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 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 for 2,380,664,  2,467,009 and 3,709,788 shares.  Following the Company’s reverse stock split, these MIP warrants are exercisable for approximately 238,066,  246,701, and 370,979 shares and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 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 nine months ended September 30, 2016 and 2015, the Company recognized amortization expense of the fair value of these warrants, which is included in the Company’s Condensed Consolidated Statements of Operations as a component of General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	2,442	$	5,646	$	9,973	$	22,134

Amortization of the unamortized stock-based compensation balance of $5,132 as of September 30, 2016 is expected to be expensed $1,523 and $3,609 during the remainder of 2016 and during the year ending December 31, 2017, respectively.  The following table summarizes the warrant activity for the nine months ended September 30, 2016:

		Weighted		Weighted
	Number of	Average Exercise		Average Fair
	Warrants	Price		Value
Outstanding at January 1, 2016	5,704,974	$	303.12	$	6.36
Granted	—		—		—
Exercisable	(2,852,487)		303.12		6.36
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at September 30, 2016	2,852,487	$	303.12	$	6.36

The following table summarizes certain information about the warrants outstanding as of September 30, 2016:

		Warrants Outstanding,				Warrants Exercisable,
		September 30, 2016				September 30, 2016
					Weighted				Weighted
			Weighted		Average		Weighted		Average
Weighted			Average		Remaining		Average		Remaining
Average		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Exercise Price		Warrants	Price		Life	Warrants	Price		Life
$	303.12	2,852,487	$	303.12	3.86	5,704,974	$	303.12	3.86

The nonvested stock awards granted under the MIP will vest ratably on each of the three anniversaries of August 7, 2014. The table below summarizes the Company’s nonvested stock awards for the nine months ended September 30, 2016 which were issued under the MIP:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1, 2016	74,040	$	200.00
Granted	—		—
Vested	(37,020)		200.00
Forfeited	—		—
Outstanding at September 30, 2016	37,020	$	200.00

The total fair value of MIP restricted shares that vested during the nine months ended September 30, 2016 and 2015 was $190 and $2,662, 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 nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	996	$	2,304	$	4,069	$	9,031

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $2,094 related to nonvested stock will be recognized over a weighted-average period of 0.85 years.

2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 4,000,000 shares of common stock, or 400,000 shares following the Company’s reverse stock split (the “2015 Plan”).  Under the 2015 Plan, the Company’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants.  Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.  As of September 30, 2016, the Company has awarded restricted stock units and restricted stock under the 2015 Plan.

Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests.  The RSUs generally vest on the date of the Company’s annual shareholders meeting following the date of the grant.  As of September 30, 2016 and December 31, 2015, 3,138 and 0 shares, respectively, of the Company’s common stock were outstanding in respect of the RSUs.  Such shares will only be issued in respect of vested RSUs when the director’s service with the Company as a director terminates.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant.   The table below summarizes the Company’s RSUs for the nine months ended September 30, 2016:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2016	5,821	$	71.50
Granted	66,666		5.10
Vested	(5,821)		71.50
Forfeited	—		—
Outstanding at September 30, 2016	66,666	$	5.10

The total fair value of the RSUs that vested during the nine months ended September 30, 2016 and 2015 was $30 and $116, 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.    On February 17, 2016, the vesting of 23,286 outstanding RSUs, or 2,328 outstanding RSUs on a post-reverse stock split basis, were accelerated upon the resignation of two members on the Company’s Board of Directors.

The following table summarizes certain information of the RSUs unvested and vested as of September 30, 2016:

Unvested RSUs				Vested RSUs
September 30, 2016				September 30, 2016
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
66,666	$	5.10	0.63	7,440	$	71.18

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $213 related to RSUs will be recognized over a weighted-average period of 0.63 years.

For the three and nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General, administrative and management fees as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	86	$	235	$	320	$	235

Restricted Stock

Under the 2015 Plan, grants of restricted common stock issued to executives and Peter C. Georgiopoulos, the Company’s former Chairman of the Board, vest ratably on each of the three anniversaries of the determined vesting date.  The table below summarizes the Company’s nonvested stock awards for the nine months ended September 30, 2016 which were issued under the 2015 Plan:

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1,2016	—	$	—
Granted	61,224		5.20
Vested	—		—
Forfeited	—		—
Outstanding  at September 30, 2016	61,224	$	5.20

There were no shares that vested under the 2015 Plan during the nine months ended September 30, 2016 and 2015.  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 nine months ended September 30, 2016 and 2015, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General, administrative and management fees, as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	60	$	—	$	150	$	—

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2016, unrecognized compensation cost of $168 related to nonvested stock will be recognized over a weighted-average period of 2.13 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.  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. 

The total fair value of shares that vested under the Baltic Trading Plan during the nine months ended September 30, 2015 was $2,913. 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 nine months ended September 30, 2016 and 2015, the 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				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	—	$	3,665	$	—	$	5,273

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LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2016

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

19 - LEGAL PROCEEDINGS

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York.  On May 26, 2015, the six 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”).  The Consolidated Complaint is purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading.  The Consolidated Complaint names as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, 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 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 on July 15, 2015 (the “Preliminary Injunction Denial”).  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 that appeal.

On June 30, 2015, Defendants had moved to dismiss the Consolidated Complaint in its entirety.  Plaintiffs subsequently served an Amended Consolidated Complaint, and Defendants directed their motion to dismiss to that amended complaint.  The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016 (the “Dismissal Decision”).     

On September 29, 2016, plaintiffs filed a Notice of Appeal with the Supreme Court of the State of New York, County of New York, which recites their appeal of the Dismissal Decision, “including ... and as referenced in” the Dismissal Order, the Preliminary Injunction Denial. 

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows besides those noted above.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

20 - SUBSEQUENT EVENTS

On October 8, 2016, the Company reached an agreement to sell the Genco Pioneer, a 1999-built Handysize vessel, to a third party for $2,650 less a 5.5% broker commission payable to a third party.  The sale was completed on October 26, 2016.  On October 26, 2016 the Company utilized the net proceeds to pay down $2,504 on the $148 Million Credit Facility as the Genco Pioneer was a collateralized vessel under this facility.

On October 10, 2016, the Company reached an agreement to sell the Genco Sugar, a 1998-built Handysize vessel, to a third party for $2,450 less a 5.5% broker commission payable to a third party.  The sale was completed on October 20, 2016.  On October 21, 2016, the Company utilized the net proceeds to pay down $2,315 on the $100 Million Term Loan Facility as the Genco Sugar was a collateralized vessel under this facility.

On October 24, 2016, the Board of Directors unanimously approved selling the Genco Leader, a 1999-built Panamax vessel, and on October 25, 2016, the Company reached an agreement to sell the Genco Leader to a third party for $3,470 less a 3.0% broker commission payable to a third party.  The sale was completed on November 4, 2016.  The Company will utilize the net proceeds to pay down $3,366 on the $148 Million Credit Facility as the Genco Leader is a collateralized vessel under this facility.

On October 27, 2016, the Company received $777 from Samsun as full and final settlement of the outstanding claim that was approved by the South Korean court on April 8, 2016, refer to Note 17 — Commitments and Contingencies.  This represents the net present value of the remainder of the $1,035 cash settlement that was originally going to be paid over the next ten-year period.  This will be recorded as Other operating income during the fourth quarter of 2016.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries, including Baltic Trading.  All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

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, 2015 (the “2015 10-K”).  The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2016.

Segment reporting

Segment reporting

The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, after the effective date of the Merger on July 17, 2015, which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  Prior to the Merger, the Company had two reportable operating segments, GS&T and Baltic Trading.

Vessels, net

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 three months ended September 30, 2016 and 2015 was $17,077 and $19,172, respectively.  Depreciation expense for vessels for the nine months ended September 30, 2016 and 2015 was $54,752 and $56,869, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt. 

Vessels held for sale

Vessels held for sale

On September 30, 2016, the Board of Directors authorized the sale of the Genco Sugar and Genco Pioneer.  As such, these vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2016.  Refer to Note 4 — Vessel Acquisitions and Dispositions and Note 20 — Subsequent Events for additional information.

Deferred revenue

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 September 30, 2016 and December 31, 2015, the Company had an accrual of $398 and $498, respectively, related to these estimated customer claims.

Voyage expense recognition

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. Additionally, the Company records lower of cost or market adjustments to re-value the bunker fuel on a quarterly basis.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $390 and $3,099 during the three months ended September 30, 2016 and 2015, respectively.  These differences in bunkers, including lower of cost or market adjustments, resulted in a net loss of $4,195 and $6,957 during the nine months ended September 30, 2016 and 2015, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Other operating income

Other operating income

During the three and nine months ended September 30, 2016, the Company recorded other operating income of $0 and $182, respectively.  There was no operating income earned during the three and nine months ended September 30, 2015.  Other operating income recorded during the nine months ended September 30, 2016 consists primarily of $157 received from Samsun Logix Corporation (“Samsun”) pursuant to the revised rehabilitation plan that was approved by the South Korean courts on April 8, 2016.  Refer to Note 17 — Commitments and Contingencies for further information regarding the bankruptcy settlement with Samsun.

Impairment of vessel assets

Impairment of vessel assets

During the three months ended September 30, 2016 and 2015, the Company did not record any impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”).  During the nine months ended September 30, 2016 and 2015, the Company recorded $69,278 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360. 

At June 8, 2016, the Company determined that the scrapping of nine of its vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, was more likely than not pursuant to the Commitment Letter entered into for the New Credit Facility as defined and disclosed in Note 8 — Debt.  Therefore, at June 8, 2016, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the aforementioned nine vessels did not exceed the carrying value of the vessels at June 8, 2016, the Company reduced the carrying value of the nine vessels to their net realizable value, which was based on the expected net proceeds from scrapping the vessels.  This resulted in an impairment loss of $67,594 during the nine months ended September 30, 2016.

At March 31, 2016, the Company determined that the scrapping of the Genco Marine was more likely than not based on discussions with the Company’s Board of Directors.  Therefore, at March 31, 2016, the time utilized to determine the recoverability of the carrying value of the vessel asset was significantly reduced.  After determining that the sum of the estimated undiscounted future cash flows attributable to the Genco Marine did not exceed the carrying value of the vessel at March 31, 2016, the Company reduced the carrying value of the Genco Marine to its net realizable value, which was based on the expected proceeds from scrapping the vessel.  This resulted in an impairment loss of $1,684 during the nine months ended September 30, 2016.  On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and the sale of the Genco Marine to the scrap yard was completed on May 17, 2016. 

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, at March 31, 2015, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced.  Similarly, 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 at March 31, 2015, the Company reduced the carrying value of both vessels to their estimated fair value, which was determined primarily based on appraisals and third-party broker quotes. This resulted in an impairment loss of $35,396 during the nine months ended September 30, 2015. 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

Loss on disposal of vessels

During the three and nine months ended September 30, 2016, the Company recorded $0 and $77 related to the loss on the sale of the Genco Marine, respectively.  During the three and nine months ended September 30, 2015, the Company recorded $0 and $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, respectively.

Noncontrolling interest

Noncontrolling interest

Net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2015 of $7,178 and $59,471, respectively, reflects the noncontrolling interest’s share of the net loss of the Company’s subsidiary, Baltic Trading, prior to the Merger on July 17, 2015, which owned and employed 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.    Refer to Note 1— General Information for details pertaining to the Merger.

Investments

Investments

The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and in 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.  The investments in Jinhui and KLC have been 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”).  The Company classifies the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date.

Investments are reviewed quarterly to identify possible other-than-temporary impairment in accordance with ASC Subtopic 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”).  When evaluating its investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuer’s assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value.  Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss.  Refer to Note 5 — Investments.

Income taxes

Income taxes

Pursuant to certain agreements, GS&T technically and commercially managed vessels for Baltic Trading until the Merger, 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) LLC (“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 Company for these services during the three months ended September 30, 2016 was $1,016 of which $0 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $829 associated with these activities for the three months ended September 30, 2016. This resulted in estimated tax expense of $417 for the three months ended September 30, 2016.  Total revenue earned by the Company for these services during the three months ended September 30, 2015 was $1,012 of which $184 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended September 30, 2015. This resulted in estimated tax expense of $269 for the three months ended September 30, 2015.

Total revenue earned by the Company for these services during the nine months ended September 30, 2016 was $2,240 of which $0 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,619 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $766 for the nine months ended September 30, 2016.  Total revenue earned by the Company for these services during the nine months ended September 30, 2015 was $5,692 of which $3,235 eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $3,323 associated with these activities for the nine months ended September 30, 2016.  This resulted in estimated tax expense of $1,499 for the nine months ended September 30, 2016.

Prior to the Merger, Baltic Trading was subject to income tax on its United States source income.  However, as a result of the Merger, Baltic Trading should qualify for the Section 883 exemption of the U.S. Internal Revenue Code of 1986 (as amended) in 2016 and in future taxable years as long as GS&T qualifies for the Section 883 exemption.  As such, during the three and nine months ended September 30, 2016, there was no United States income tax recorded for Baltic Trading. During the three and nine months ended September 30, 2015, Baltic Trading had United States operations that resulted in United States source income of $583 and $1,348, respectively.  Baltic Trading’s estimated United States income tax expense for the three and nine months ended September 30, 2015 was $23 and $54, respectively.

Recent accounting pronouncements

Recent accounting pronouncements

In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments.”  This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification of certain cash receipts and payments in the statement of cash flows.  This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted.  This ASU shall be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases.  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense.  This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This ASU will require that equity investments are measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company is currently evaluating the impact of this adoption on its consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-15 (“ASU 2015-15”), which amends presentation and disclosure requirements outlined in ASU 2015-03, “Interest-Imputation of Interest (ASC Subtopic 835-30):  Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”) by clarifying guidance for debt issuance costs related to line of credit arrangements by acknowledging the statement by SEC staff that it would not object to presentation of debt issuance costs related to a line of credit arrangement as an asset, and amortizing them ratably over the term of the line of credit arrangement, regardless of whether there were any borrowings outstanding under the agreement. Issued in April 2015, ASU 2015-03 required debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts.  Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company adopted ASU 2015-03 during the three months ended March 31, 2016 on a retrospective basis. Refer to Note 8 – Debt.

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 consolidated financial statements. Subsequent to the issuance of ASU 2014-09, the FASB issued the following ASU’s which amend or provide additional guidance on topics addressed in ASU 2014-09.  In March 2016, the FASB issued ASU No. 2016-08, “Revenue Recognition - Principal versus Agent” (reporting revenue gross versus net). In April 2016, the FASB issued ASU No. 2016-10, “Revenue Recognition - Identifying Performance Obligations and Licenses.”   Lastly, in May 2016, the FASB issued No. ASU 2016-12, “Revenue Recognition - Narrow Scope Improvements and Practical Expedients.”   The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

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GENERAL INFORMATION (Tables)

9 Months Ended

Sep. 30, 2016

GENERAL INFORMATION

Schedule of wholly owned ship-owning subsidiaries

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2016:

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	(3)	1998
Genco Pioneer Limited	Genco Pioneer	29,952	1/4/05	(4)	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	(5)	1999
Genco Prosperity Limited	Genco Prosperity	47,180	4/4/05		1997
Genco Muse Limited	Genco Muse	48,913	10/14/05		2001
Genco Acheron Limited	Genco Acheron	72,495	11/7/06		1999
Genco Surprise Limited	Genco Surprise	72,495	11/17/06		1998
Genco Augustus Limited	Genco Augustus	180,151	8/17/07		2007
Genco Tiberius Limited	Genco Tiberius	175,874	8/28/07		2007
Genco London Limited	Genco London	177,833	9/28/07		2007
Genco Titus Limited	Genco Titus	177,729	11/15/07		2007
Genco Challenger Limited	Genco Challenger	28,428	12/14/07		2003
Genco Charger Limited	Genco Charger	28,398	12/14/07		2005
Genco Warrior Limited	Genco Warrior	55,435	12/17/07		2005
Genco Predator Limited	Genco Predator	55,407	12/20/07		2005
Genco Hunter Limited	Genco Hunter	58,729	12/20/07		2007
Genco Champion Limited	Genco Champion	28,445	1/2/08		2006
Genco Constantine Limited	Genco Constantine	180,183	2/21/08		2008
Genco Raptor LLC	Genco Raptor	76,499	6/23/08		2007
Genco Cavalier LLC	Genco Cavalier	53,617	7/17/08		2007
Genco Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,694	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,025	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,025	12/30/09		2010
Genco Bay Limited	Genco Bay	34,296	8/24/10		2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10		2010
Genco Avra Limited	Genco Avra	34,391	5/12/11		2011
Genco Mare Limited	Genco Mare	34,428	7/20/11		2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11		2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10		2009
Genco Ardennes Limited	Genco Ardennes	57,981	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	57,981	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	57,981	8/24/10		2010
Genco Brittany Limited	Genco Brittany	57,981	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	57,981	9/29/10		2010
Genco Loire Limited	Genco Loire	53,416	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,416	7/29/10		2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10		2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10		2005
Genco Provence Limited	Genco Provence	55,317	8/23/10		2004
Genco Pyrenees Limited	Genco Pyrenees	57,981	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,447	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,351	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,474	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,409	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

(3) The Genco Sugar was sold on October 20, 2016.  Refer to Note 20 – Subsequent Events.

(4) The Genco Pioneer was sold on October 26, 2016.  Refer to Note 20 – Subsequent Events.

(5) The Genco Leader was sold on November 4, 2016.  Refer to Note 20 – Subsequent Events.

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NET LOSS PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2016

NET LOSS PER COMMON SHARE

Components of denominator for calculation of basic and diluted net loss per share

	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	7,245,268	6,982,434	7,228,660	6,361,518
Dilutive effect of warrants	—	—	—	—
Dilutive effect of restricted stock awards	—	—	—	—
Weighted-average common shares outstanding, diluted	7,245,268	6,982,434	7,228,660	6,361,518

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DEBT (Tables)

9 Months Ended

Sep. 30, 2016

DEBT

Schedule of components of Long-term debt

	September 30,		December 31,
	2016		2015
Principal amount	$	548,276	$	588,434
Less:  Unamortized debt issuance costs		(7,821)		(9,411)
Less: Current portion		(540,455)		(579,023)
Long-term debt	$	—	$	—

Schedule of long-term debt

	September 30, 2016				December 31, 2015
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$100 Million Term Loan Facility	$	54,330	$	955	$	60,100	$	1,201
$253 Million Term Loan Facility		130,043		2,010		145,268		2,528
$44 Million Term Loan Facility		36,438		473		38,500		584
2015 Revolving Credit Facility		51,294		—		56,218		—
$98 Million Credit Facility		98,271		1,994		98,271		2,368
$148 Million Credit Facility		131,394		519		140,383		639
$22 Million Term Loan Facility		17,500		299		18,625		376
2014 Term Loan Facilities		29,006		1,571		31,069		1,715
Total debt	$	548,276	$	7,821	$	588,434	$	9,411

Schedule of effective interest rate and the range of interest rates on the debt

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Effective Interest Rate	4.47	%	3.55	%	4.40	%	3.54	%
Range of Interest Rates (excluding impact of unused commitment fees)	3.13% to 6.96	%	2.78% to 3.93	%	2.69% to 6.96	%	2.73% to 3.93	%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

9 Months Ended

Sep. 30, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Schedule of components of AOCI included in the accompanying consolidated balance sheets

Changes in AOCI by Component

For the Three Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2016	$	(26)
OCI before reclassifications		316
Amounts reclassified from AOCI		—
Net current-period OCI		316
AOCI — September 30, 2016	$	290

Changes in AOCI by Component

For the Three Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — July 1, 2015	$	(26,360)
OCI before reclassifications		(6,880)
Amounts reclassified from AOCI		33,223
Net current-period OCI		26,343
AOCI — September 30, 2015	$	(17)

Changes in AOCI by Component

For the Nine Months Ended September 30, 2016

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2016	$	(21)
OCI before reclassifications		(2,385)
Amounts reclassified from AOCI		2,696
Net current-period OCI		311
AOCI — September 30, 2016	$	290

Changes in AOCI by Component

For the Nine Months Ended September 30, 2015

	Net Unrealized
	Gain (Loss)
	on
	Investments
AOCI — January 1, 2015	$	(25,317)
OCI before reclassifications		(7,923)
Amounts reclassified from AOCI		33,223
Net current-period OCI		25,300
AOCI — September 30, 2015	$	(17)

Reclassifications Out of AOCI

		Reclassifications Out of AOCI
	For the Three Months Ended				For the Nine Months Ended				Affected Line Item in
	September 30,				September 30,				the Statement Where
Details about AOCI Components	2016		2015		2016		2015		Net Loss is Presented
Net unrealized loss on investments
Realized loss on sale of AFS investment	$	—	$	(687)	$	—	$	(687)	Other income (expense)
Impairment of AFS investment		—		(32,536)		(2,696)		(32,536)	Impairment of investment
Total reclassifications for the period	$	—	$	(33,223)	$	(2,696)	$	(33,223)

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2016

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of fair values and carrying values of the Company's financial instruments

	September 30, 2016				December 31, 2015
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	40,028	$	40,028	$	121,074	$	121,074
Restricted cash		19,815		19,815		19,815		19,815
Floating rate debt		548,276		548,276		588,434		588,434

Schedule of fair values of the Company's financial assets and liabilities

	September 30, 2016
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	6,191	$	6,191

	December 31, 2015
			Quoted
			Market
			Prices in
			Active
			Markets
	Total		(Level 1)
Investments	$	12,327	$	12,327

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PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2016

PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

Schedule of prepaid expenses and other current assets

	September 30,		December 31,
	2016		2015
Lubricant inventory, fuel oil and diesel oil inventory and other stores	$	10,318	$	10,478
Prepaid items		2,448		3,917
Insurance receivable		1,283		2,738
Other		3,023		4,236
Total prepaid expenses and other current assets	$	17,072	$	21,369

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DEFERRED FINANCING COSTS (Tables)

9 Months Ended

Sep. 30, 2016

DEFERRED FINANCING COSTS

Schedule of deferred financing costs

	September 30,		December 31,
	2016		2015
2015 Revolving Credit Facility	$	1,254	$	1,254
$148 Million Credit Facility		2,774		2,774
Total deferred financing costs		4,028		4,028
Less: accumulated amortization		1,340		734
Total	$	2,688	$	3,294

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FIXED ASSETS (Tables)

9 Months Ended

Sep. 30, 2016

Detail of Fixed Assets, Excluding Vessels

FIXED ASSETS

Schedule of fixed assets

	September 30,		December 31,
	2016		2015
Fixed assets, at cost:
Vessel equipment	$	1,127	$	1,086
Furniture and fixtures		462		462
Computer equipment		142		142
Total costs		1,731		1,690
Less: accumulated depreciation and amortization		660		404
Total	$	1,071	$	1,286

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2016

ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

Schedule of accounts payable and accrued expenses

	September 30,		December 31,
	2016		2015
Accounts payable	$	4,835	$	8,271
Accrued general and administrative expenses		5,780		5,745
Accrued vessel operating expenses		11,065		13,451
Total	$	21,680	$	27,467

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REORGANIZATION ITEMS, NET (Tables)

9 Months Ended

Sep. 30, 2016

REORGANIZATION ITEMS, NET

Schedule of Reorganization items, net

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Professional fees incurred	$	70	$	169	$	192	$	644
Trustee fees incurred		13		5		51		362
Total reorganization fees	$	83	$	174	$	243	$	1,006
Total reorganization items, net	$	83	$	174	$	243	$	1,006

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2016

2014 MIP Plan

Nonvested Stock Awards

Summary of nonvested stock awards

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1, 2016	74,040	$	200.00
Granted	—		—
Vested	(37,020)		200.00
Forfeited	—		—
Outstanding at September 30, 2016	37,020	$	200.00

Schedule of nonvested stock amortization expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	996	$	2,304	$	4,069	$	9,031

2015 EIP Plan | Restricted Stock Units

Nonvested Stock Awards

Summary of nonvested stock awards

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2016	5,821	$	71.50
Granted	66,666		5.10
Vested	(5,821)		71.50
Forfeited	—		—
Outstanding at September 30, 2016	66,666	$	5.10

The total fair value of the RSUs that vested during the nine months ended September 30, 2016 and 2015 was $30 and $116, 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.    On February 17, 2016, the vesting of 23,286 outstanding RSUs, or 2,328 outstanding RSUs on a post-reverse stock split basis, were accelerated upon the resignation of two members on the Company’s Board of Directors.

The following table summarizes certain information of the RSUs unvested and vested as of September 30, 2016:

Unvested RSUs				Vested RSUs
September 30, 2016				September 30, 2016
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
66,666	$	5.10	0.63	7,440	$	71.18

Schedule of nonvested stock amortization expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	86	$	235	$	320	$	235

2015 EIP Plan | Restricted Stock

Nonvested Stock Awards

Summary of nonvested stock awards

		Weighted
	Number of	Average Grant
	Shares	Date Price
Outstanding at January 1,2016	—	$	—
Granted	61,224		5.20
Vested	—		—
Forfeited	—		—
Outstanding  at September 30, 2016	61,224	$	5.20

Schedule of nonvested stock amortization expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	60	$	—	$	150	$	—

Baltic Trading Plan

Nonvested Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	—	$	3,665	$	—	$	5,273

Warrants | 2014 MIP Plan

Nonvested Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
General, administrative and management fees	$	2,442	$	5,646	$	9,973	$	22,134

Summary of warrant activity and warrants outstanding

		Weighted		Weighted
	Number of	Average Exercise		Average Fair
	Warrants	Price		Value
Outstanding at January 1, 2016	5,704,974	$	303.12	$	6.36
Granted	—		—		—
Exercisable	(2,852,487)		303.12		6.36
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at September 30, 2016	2,852,487	$	303.12	$	6.36

The following table summarizes certain information about the warrants outstanding as of September 30, 2016:

		Warrants Outstanding,				Warrants Exercisable,
		September 30, 2016				September 30, 2016
					Weighted				Weighted
			Weighted		Average		Weighted		Average
Weighted			Average		Remaining		Average		Remaining
Average		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Exercise Price		Warrants	Price		Life	Warrants	Price		Life
$	303.12	2,852,487	$	303.12	3.86	5,704,974	$	303.12	3.86

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GENERAL INFORMATION (Details) $ / shares in Units, $ in Thousands					5 Months Ended	9 Months Ended
	Oct. 13, 2016 USD ($) $ / shares shares	Jul. 07, 2016	Apr. 15, 2016 shares	Apr. 07, 2015 USD ($) item shares	Dec. 31, 2015 USD ($) shares	Sep. 30, 2016 USD ($) item shares	Sep. 30, 2015 USD ($)	Jun. 29, 2016	Jun. 28, 2016	Jun. 08, 2016 USD ($)	Apr. 14, 2016 shares	Jul. 17, 2015
Summary of Significant Accounting Policies
Common Stock, Shares Authorized | shares			500,000,000		500,000,000	500,000,000					250,000,000
Preferred Stock, Shares Authorized | shares			100,000,000
Line of Credit Facility
Number of credit facilities | item						9
Number of credit facilities with waiver | item						9
Business Acquisition
Equity effect of purchase of entities under common control							$ 590
Peter C. Georgiopoulos
Summary of Significant Accounting Policies
Warrants exercisable | shares	213,937
Peter C. Georgiopoulos | Restricted Stock
Summary of Significant Accounting Policies
Granted (in shares) | shares	68,581
Separation and release agreement | Peter C. Georgiopoulos
Summary of Significant Accounting Policies
Severance payment	$ 500
Minimum | Peter C. Georgiopoulos
Summary of Significant Accounting Policies
Exercise price per share | $ / shares	$ 259.10
Maximum | Peter C. Georgiopoulos
Summary of Significant Accounting Policies
Exercise price per share | $ / shares	$ 341.90
Baltic Trading Merger
Business Acquisition
Shares issued as purchase consideration | shares				0.216
Ownership interest upon merger completion (as a percent)												84.50%
Percentage ownership by others in merged company												15.50%
Gain (loss) recognized					$ 0
Baltic Trading | Single Purpose Entities | Baltic Tiger and Baltic Lion
Business Acquisition
Number of single purpose entities | item				2
Number of vessels owned by each entity | item				1
Purchase price				$ 68,500
First-mortgage debt assumed				40,563
Equity effect of purchase of entities under common control				$ 590
Common Stock
Summary of Significant Accounting Policies
Reverse stock split		0.1
Common Stock | Minimum
Summary of Significant Accounting Policies
Reverse stock split			0.04
Common Stock | Maximum
Summary of Significant Accounting Policies
Reverse stock split			0.5
Period after which stock split is effective			1 year
$98 Million Credit Facility Commitment Letter
Line of Credit Facility
Maximum borrowing capacity						$ 98,000
Collateral security maintenance test (as a percent)								120.00%	140.00%
Commitment Letter
Line of Credit Facility
Maximum borrowing capacity										$ 400,000

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GENERAL INFORMATION- Vessel Details (Details)	Sep. 30, 2016 item
Genco Reliance Limited | Genco Reliance
Vessels
Capacity of vessels	29,952
Genco Vigour Limited | Genco Vigour
Vessels
Capacity of vessels	73,941
Genco Explorer Limited | Genco Explorer
Vessels
Capacity of vessels	29,952
Genco Carrier Limited | Genco Carrier
Vessels
Capacity of vessels	47,180
Genco Sugar Limited | Genco Sugar
Vessels
Capacity of vessels	29,952
Genco Pioneer Limited | Genco Pioneer
Vessels
Capacity of vessels	29,952
Genco Progress Limited | Genco Progress
Vessels
Capacity of vessels	29,952
Genco Wisdom Limited | Genco Wisdom
Vessels
Capacity of vessels	47,180
Genco Success Limited | Genco Success
Vessels
Capacity of vessels	47,186
Genco Beauty Limited | Genco Beauty
Vessels
Capacity of vessels	73,941
Genco Knight Limited | Genco Knight
Vessels
Capacity of vessels	73,941
Genco Leader Limited | Genco Leader
Vessels
Capacity of vessels	73,941
Genco Prosperity Limited | Genco Prosperity
Vessels
Capacity of vessels	47,180
Genco Muse Limited | Genco Muse
Vessels
Capacity of vessels	48,913
Genco Acheron Limited | Genco Acheron
Vessels
Capacity of vessels	72,495
Genco Surprise Limited | Genco Surprise
Vessels
Capacity of vessels	72,495
Genco Augustus Limited | Genco Augustus
Vessels
Capacity of vessels	180,151
Genco Tiberius Limited | Genco Tiberius
Vessels
Capacity of vessels	175,874
Genco London Limited | Genco London
Vessels
Capacity of vessels	177,833
Genco Titus Limited | Genco Titus
Vessels
Capacity of vessels	177,729
Genco Challenger Limited | Genco Challenger
Vessels
Capacity of vessels	28,428
Genco Charger Limited | Genco Charger
Vessels
Capacity of vessels	28,398
Genco Warrior Limited | Genco Warrior
Vessels
Capacity of vessels	55,435
Genco Predator Limited | Genco Predator
Vessels
Capacity of vessels	55,407
Genco Hunter Limited | Genco Hunter
Vessels
Capacity of vessels	58,729
Genco Champion Limited | Genco Champion
Vessels
Capacity of vessels	28,445
Genco Constantine Limited | Genco Constantine
Vessels
Capacity of vessels	180,183
Genco Raptor LLC | Genco Raptor
Vessels
Capacity of vessels	76,499
Genco Cavalier LLC | Genco Cavalier
Vessels
Capacity of vessels	53,617
Genco Thunder LLC | Genco Thunder
Vessels
Capacity of vessels	76,588
Genco Hadrian Limited | Genco Hadrian
Vessels
Capacity of vessels	169,694
Genco Commodus Limited | Genco Commodus
Vessels
Capacity of vessels	169,025
Genco Maximus Limited | Genco Maximus
Vessels
Capacity of vessels	169,025
Genco Claudius Limited | Genco Claudius
Vessels
Capacity of vessels	169,025
Genco Bay Limited | Genco Bay
Vessels
Capacity of vessels	34,296
Genco Ocean Limited | Genco Ocean
Vessels
Capacity of vessels	34,409
Genco Avra Limited | Genco Avra
Vessels
Capacity of vessels	34,391
Genco Mare Limited | Genco Mare
Vessels
Capacity of vessels	34,428
Genco Spirit Limited | Genco Spirit
Vessels
Capacity of vessels	34,432
Genco Aquitaine Limited | Genco Aquitaine
Vessels
Capacity of vessels	57,981
Genco Ardennes Limited | Genco Ardennes
Vessels
Capacity of vessels	57,981
Genco Auvergne Limited | Genco Auvergne
Vessels
Capacity of vessels	57,981
Genco Bourgogne Limited | Genco Bourgogne
Vessels
Capacity of vessels	57,981
Genco Brittany Limited | Genco Brittany
Vessels
Capacity of vessels	57,981
Genco Languedoc Limited | Genco Languedoc
Vessels
Capacity of vessels	57,981
Genco Loire Limited | Genco Loire
Vessels
Capacity of vessels	53,416
Genco Lorraine Limited | Genco Lorraine
Vessels
Capacity of vessels	53,416
Genco Normandy Limited | Genco Normandy
Vessels
Capacity of vessels	53,596
Genco Picardy Limited | Genco Picardy
Vessels
Capacity of vessels	55,257
Genco Provence Limited | Genco Provence
Vessels
Capacity of vessels	55,317
Genco Pyrenees Limited | Genco Pyrenees
Vessels
Capacity of vessels	57,981
Genco Rhone Limited | Genco Rhone
Vessels
Capacity of vessels	58,018
Baltic Lion Limited | Baltic Lion
Vessels
Capacity of vessels	179,185
Baltic Tiger Limited | Genco Tiger
Vessels
Capacity of vessels	179,185
Baltic Leopard Limited | Baltic Leopard
Vessels
Capacity of vessels	53,447
Baltic Panther Limited | Baltic Panther
Vessels
Capacity of vessels	53,351
Baltic Cougar Limited | Baltic Cougar
Vessels
Capacity of vessels	53,432
Baltic Jaguar Limited | Baltic Jaguar
Vessels
Capacity of vessels	53,474
Baltic Bear Limited | Baltic Bear
Vessels
Capacity of vessels	177,717
Baltic Wolf Limited | Baltic Wolf
Vessels
Capacity of vessels	177,752
Baltic Wind Limited | Baltic Wind
Vessels
Capacity of vessels	34,409
Baltic Cove Limited | Baltic Cove
Vessels
Capacity of vessels	34,403
Baltic Breeze Limited | Baltic Breeze
Vessels
Capacity of vessels	34,386
Baltic Fox Limited | Baltic Fox
Vessels
Capacity of vessels	31,883
Baltic Hare Limited | Baltic Hare
Vessels
Capacity of vessels	31,887
Baltic Hornet Limited | Baltic Hornet
Vessels
Capacity of vessels	63,574
Baltic Wasp Limited | Baltic Wasp
Vessels
Capacity of vessels	63,389
Baltic Scorpion Limited | Baltic Scorpion
Vessels
Capacity of vessels	63,462
Baltic Mantis Limited | Baltic Mantis
Vessels
Capacity of vessels	63,470

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GENERAL INFORMATION- Other (Details) - MEP			1 Months Ended	3 Months Ended	9 Months Ended
	Oct. 01, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jan. 31, 2016 USD ($) item	Sep. 30, 2016 USD ($) item	Sep. 30, 2015
General information
Technical services fee per ship per day	$ 650	$ 750
Initial term of provision of technical service					1 year
Payment of technical services fees in arrears		$ 2,178,000	$ 261,000
Number of related party vessels sold | item			5	7
Termination fee due and repaid			$ 296,000	$ 830,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands			3 Months Ended		9 Months Ended
	May 17, 2016 USD ($)	Jul. 17, 2015 segment	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment $ / item	Sep. 30, 2015 USD ($)	Jun. 08, 2016 item	Dec. 31, 2015 USD ($)
Segment reporting
Number of reportable segments | segment		2			1
Vessels, net
Estimated useful life					25 years
Depreciation expense			$ 17,077	$ 19,172	$ 54,752	$ 56,869
Estimated scrap value (in dollars per lightweight ton) | $ / item					310
Deferred revenue
Accrual related to estimated customer claims			398		$ 398			$ 498
Voyage expense recognition
Net loss on purchase and sale of bunker fuel and LCM adjustments			390	3,099	4,195	6,957
Other operating income
Other operating income			0	0	182	0
Impairment of vessel assets
Impairment of vessel assets					69,278	35,396
Number of vessels scrapped | item							9
Asset impairment loss					67,594
Loss on disposal of Vessels
Loss on sale of vessels					77	1,210
Baltic Tiger and Baltic Lion
Loss on disposal of Vessels
Loss on sale of vessels				$ 0		1,210
Baltic Tiger and Baltic Lion | Baltic Trading
Impairment of vessel assets
Impairment of vessel assets						$ 35,396
Genco Marine
Loss on disposal of Vessels
Loss on sale of vessels	$ 77		$ 0		77
Genco Marine | Genco Marine Limited [Member]
Impairment of vessel assets
Impairment of vessel assets					1,684
Bankruptcy settlement due | Samsun
Other operating income
Other operating income					$ 157

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Noncontrolling (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss attributable to noncontrolling interest	$ 7,178	$ 59,471

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes
Total revenue earned	$ 1,016	$ 828	$ 2,240	$ 2,457
Taxable income	(27,097)	(73,511)	(191,886)	(203,315)
Income tax expense	417	292	766	1,553
Vessel Management Services
Income Taxes
Total revenue earned	1,016	1,012	2,240	5,692
Taxable income	829	593	1,619	3,323
Income tax expense	417	269	766	1,499
Vessel Management Services | Intersegment Elimination
Income Taxes
Total revenue earned	0	184	0	3,235
Baltic Trading | United States
Income Taxes
Taxable income		583		1,348
Income tax expense	$ 0	$ 23	$ 0	$ 54

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CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Non-cash investing and financing activities
Professional fees and trustee fees recognized in Reorganization items before fresh-start adjustments, net	$ 83	$ 174	$ 243	$ 1,006
Cash paid for professional fees and trustee fees for Reorganization items			173	1,162
Reclassification from deposits on vessels to vessels, net of accumulated depreciation			0	19,043
Cash paid for interest			19,408	11,543
Cash paid for estimated income taxes			512	1,369
Accounts payable and accrued expenses
Non-cash investing and financing activities
Non-cash investing activities purchase of vessels, including deposits			45	363
Non-cash investing activities purchase of other fixed assets			18	49
Non-cash financing activities deferred financing fees				14
Non-cash financing activities settlement of non-accredited Note holders				82
Reorganization professional and trustee fees incurred			117	$ 157
Prepaid expenses and other current assets
Non-cash investing and financing activities
Non-cash sale of AFS Securities			$ 58

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CASH FLOW INFORMATION - Stock-Based Compensation (Details) - USD ($) $ in Thousands						9 Months Ended
	May 18, 2016	Feb. 17, 2016	Jul. 29, 2015	Jul. 17, 2015	Jul. 13, 2015	Sep. 30, 2016
Restricted Stock Units | Board of Directors
Non-cash investing and financing activities
Reverse stock splits (in shares)	66,666
Granted (in shares)	666,664		58,215		16,188
Shares granted, post reverse stock split (in shares)			5,821		1,619
Aggregate fair value	$ 340		$ 416		$ 113
Vested (in shares)	3,493	2,328		1,619
2015 EIP Plan | Peter C. Georgiopoulos
Non-cash investing and financing activities
Granted (in shares)		408,163
Shares granted, post reverse stock split (in shares)		40,816
2015 EIP Plan | John C. Wobensmith
Non-cash investing and financing activities
Granted (in shares)		204,081
Shares granted, post reverse stock split (in shares)		20,408
2015 EIP Plan | Executive Officers
Non-cash investing and financing activities
Aggregate fair value		$ 318
2015 EIP Plan | Restricted Stock Units
Non-cash investing and financing activities
Granted (in shares)						66,666
Vested (in shares)		23,286				5,821

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VESSEL ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands				3 Months Ended		9 Months Ended
	May 17, 2016 USD ($)	May 06, 2016 USD ($)	Dec. 30, 2014 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Jul. 14, 2015 USD ($)	Dec. 31, 2014 USD ($)	Nov. 13, 2013 USD ($) item
VESSEL ACQUISITIONS
Loss on sale of vessels						$ 77	$ 1,210
Net proceeds from sale of vessel assets						1,923
Genco Marine
VESSEL ACQUISITIONS
Broker Commission		2.0
Loss on sale of vessels	$ 77			$ 0		77
Net proceeds from sale of vessel assets		$ 2,187				1,923
Baltic Trading
VESSEL ACQUISITIONS
Capitalized interest associated with new building contracts				0	$ 100	0	363
Baltic Trading | Baltic Wasp
VESSEL ACQUISITIONS
Final payment for vessel			$ 19,645
Yangfan Group Co., LTD | Agreement to Purchase Ultramax Drybulk Vessels | Baltic Trading
VESSEL ACQUISITIONS
Capacity of vessels | item											64,000
Purchase price per vessel											$ 28,000
Number of vessels purchased | item											2
Yangfan Group Co., LTD | Agreement to Purchase Ultramax Drybulk Vessels | Baltic Trading | Maximum
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item											4
Aggregate purchase price for vessels											$ 112,000
Number of vessels purchased under option to be acquired per purchase agreement | item											2
Line of Credit Facility | $148 Million Credit Facility
VESSEL ACQUISITIONS
Face amount of term loan facility				$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000

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INVESTMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Schedule of Investments
Fair value of investment in capital stock	$ 6,191		$ 6,191		$ 12,327
Impairment of investment	$ 0	$ 32,536	$ 2,696	$ 32,536
Jinhui Shipping and Transportation Limited
Schedule of Investments
Investment in the capital stock (in shares)	10,235,100		10,235,100		15,706,825
Fair value of investment in capital stock	$ 6,127		$ 6,127		$ 12,273
Korea Line Corporation
Schedule of Investments
Investment in the capital stock (in shares)	3,355		3,355		3,355
Fair value of investment in capital stock	$ 64		$ 64		$ 54

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NET LOSS PER COMMON SHARE (Details)		3 Months Ended		9 Months Ended
	Jul. 07, 2016	Sep. 30, 2016 shares	Sep. 30, 2015 shares	Sep. 30, 2016 shares	Sep. 30, 2015 shares
Net loss per common share
Nonvested shares outstanding		164,910		164,910
Anti-dilutive shares (in shares)				164,910
Common shares outstanding, basic:
Weighted average common shares outstanding, basic (in shares)		7,245,268	6,982,434	7,228,660	6,361,518
Common shares outstanding, diluted:
Weighted average common shares outstanding, basic (in shares)		7,245,268	6,982,434	7,228,660	6,361,518
Weighted-average common shares outstanding, diluted (in shares)		7,245,268	6,982,434	7,228,660	6,361,518
Warrants
Net loss per common share
Anti-dilutive shares (in shares)				2,852,487
New Genco Equity Warrants
Net loss per common share
Anti-dilutive shares (in shares)				3,936,761
Common Stock
Net loss per common share
Reverse stock split	0.1

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RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transaction
Service revenues, including termination fees	$ 1,016	$ 828	$ 2,240	$ 2,457
Gener8 Maritime | Travel and other office related expenditures
Related Party Transaction
Expenses incurred from transactions with related party			73	76
Amount due to the related party	18		18		$ 8
Constantine Georgiopoulos | Legal services
Related Party Transaction
Expenses incurred from transactions with related party			0	18
Amount due to the related party	11		11		11
Aegean Marine Petroleum Network, Inc. | Lubricating Oil Purchases
Related Party Transaction
Expenses incurred from transactions with related party			1,189	1,330
Amount due to the related party	211		211		219
MEP | Technical services
Related Party Transaction
Amount due to the related party	$ 39		39
Amount invoiced for services performed, including termination fees and expenses paid			2,225	2,508
Amount due to the entity from a related party					$ 603
Service revenues, including termination fees			$ 2,240	$ 2,457

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DEBT (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Nov. 04, 2015	Sep. 30, 2015	Jul. 14, 2015	Apr. 07, 2015	Dec. 31, 2014	Dec. 03, 2013	Aug. 30, 2013	Aug. 20, 2010	Aug. 12, 2010
Line of Credit Facility
Principal amount	$ 548,276	$ 588,434
Less: Unamortized debt issuance costs	(7,821)	(9,411)
Current portion	(540,455)	(579,023)
Long-term debt, noncurrent	0	0
Scenario Adjustment | Adoption Of ASU 2015-03
Line of Credit Facility
Current portion		9,411
Deferred financing costs, net		9,411
Secured Debt | $100 Million Term Loan Facility
Line of Credit Facility
Principal amount	54,330	60,100
Less: Unamortized debt issuance costs	(955)	(1,201)
Current portion	(53,375)
Maximum borrowing capacity	100,000			$ 100,000							$ 100,000
Secured Debt | $253 Million Term Loan Facility
Line of Credit Facility
Principal amount	130,043	145,268
Less: Unamortized debt issuance costs	(2,010)	(2,528)
Current portion	(128,033)
Maximum borrowing capacity	253,000	253,000		253,000						$ 253,000
Secured Debt | $44 Million Term Loan Facility
Line of Credit Facility
Principal amount	36,438	38,500
Less: Unamortized debt issuance costs	(473)	(584)
Current portion	(35,965)
Maximum borrowing capacity	44,000	44,000		44,000				$ 44,000
Secured Debt | $22 Million Term Loan Facility
Line of Credit Facility
Principal amount	17,500	18,625
Less: Unamortized debt issuance costs	(299)	(376)
Current portion	(17,201)
Maximum borrowing capacity	22,000	22,000		22,000	$ 22,000				$ 22,000
Secured Debt | 2014 Term Loan Facilities
Line of Credit Facility
Principal amount	29,006	31,069
Less: Unamortized debt issuance costs	(1,571)	(1,715)
Revolving Credit Facility | 2015 Revolving Credit Facility
Line of Credit Facility
Principal amount	51,294	56,218
Current portion	(51,294)
Maximum borrowing capacity						$ 59,500
Line of Credit Facility | $98 Million Credit Facility
Line of Credit Facility
Principal amount	98,271	98,271
Less: Unamortized debt issuance costs	(1,994)	(2,368)
Current portion	(96,277)
Maximum borrowing capacity	98,000	98,000	$ 98,000
Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Principal amount	131,394	140,383
Less: Unamortized debt issuance costs	(519)	(639)
Current portion	(130,875)
Maximum borrowing capacity	$ 148,000	$ 148,000		$ 148,000	$ 148,000		$ 148,000

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Debt - Commitments (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	Oct. 06, 2016 USD ($) $ / shares shares	Jun. 08, 2016 USD ($)	Sep. 30, 2016 USD ($) item $ / shares	Oct. 27, 2016 USD ($) $ / shares	Jun. 29, 2016 USD ($)	Jun. 28, 2016	Dec. 31, 2015 $ / shares
Line of Credit Facility
Number of credit facilities | item			9
Number of credit facilities with waiver | item			9
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.01				$ 0.01
Series A Convertible preferred stock | John C. Wobensmith
Line of Credit Facility
Purchase price (in dollars per share) | $ / shares				$ 4.85
Commitment to purchase convertible preferred stock				$ 38,600
$98 Million Credit Facility Commitment Letter
Line of Credit Facility
Maximum borrowing capacity			$ 98,000
Collateral security maintenance test (as a percent)					120.00%	140.00%
Second Amended Commitment Letter
Line of Credit Facility
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.01
Second Amended Commitment Letter | Series A Convertible preferred stock
Line of Credit Facility
Purchase price (in dollars per share) | $ / shares	$ 4.85
Commitment of shares to be purchased | shares	1,288,660
Commitment Letter
Line of Credit Facility
Maximum borrowing capacity		$ 400,000
Minimum | $98 Million Credit Facility Commitment Letter
Line of Credit Facility
Minimum cash requirement through the end of the waiver period					$ 25,000
Minimum | Amended Commitment Letter
Line of Credit Facility
Minimum cash requirement through the end of the waiver period			25,000
Minimum | Commitment Letter
Line of Credit Facility
Equity Financing		125,000
Maximum | Amended Commitment Letter
Line of Credit Facility
Maximum cash withdrawal under covenant			10,000
Reduction of cash under covenants (per vessel)			250
Maximum | Second Amended Commitment Letter | Series A Convertible preferred stock
Line of Credit Facility
Equity Financing	$ 125,000
Maximum | Second Amended Commitment Letter | Series A Convertible preferred stock | Private placement
Line of Credit Facility
Reduction in amount purchase by pro rate	$ 38,600
Centerbridge Partners L.P | Firm Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	6,597,938
Commitment to purchase convertible preferred stock	$ 32,000
Centerbridge Partners L.P | Backstop Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	3,402,062
Centerbridge Partners L.P | Commitment Letter
Line of Credit Facility
Equity financing to be provided by each equity commitment		31,200
Strategic Value Partners LLC | Firm Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	7,628,866
Commitment to purchase convertible preferred stock	$ 37,000
Strategic Value Partners LLC | Backstop Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	2,371,134
Strategic Value Partners LLC | Commitment Letter
Line of Credit Facility
Equity financing to be provided by each equity commitment		17,300
Apollo Global Management LLC | Firm Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	3,587,629
Commitment to purchase convertible preferred stock	$ 17,400
Apollo Global Management LLC | Backstop Commitment | Series A Convertible preferred stock
Line of Credit Facility
Commitment of shares to be purchased | shares	2,185,568
Apollo Global Management LLC | Commitment Letter
Line of Credit Facility
Equity financing to be provided by each equity commitment		$ 14,000
Line of Credit Facility | $98 Million Credit Facility Commitment Letter
Line of Credit Facility
Maximum borrowing capacity			$ 98,000		$ 98,000

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DEBT - Amendment and Consent Agreements (Details) - USD ($) $ in Thousands	Jul. 14, 2015	Sep. 30, 2016	Jul. 01, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Aug. 03, 2015	Dec. 31, 2014	Aug. 30, 2013
Amended And Restated Credit Facility
Line of Credit Facility
Reduction in the minimum consolidated net worth ratio	$ 30,730
Consolidated net worth to be maintained	270,150
Secured Debt | $22 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity	22,000	$ 22,000			$ 22,000	$ 22,000			$ 22,000
Collateral security maintenance test (as a percent)			125.00%	110.00%
Secured Debt | Baltic Trading $33 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity								$ 33,000
Secured Debt | Baltic Trading $33 Million Term Loan Facility | Baltic Scorpion
Line of Credit Facility
Collateral security maintenance test (as a percent)							140.00%
Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity	148,000	$ 148,000			$ 148,000	$ 148,000		$ 148,000
Minimum cash balance required per vessel owned	$ 750
Period from June 30, 2015 to December 30, 2015 | Secured Debt | 2014 Term Loan Facilities
Line of Credit Facility
Collateral security maintenance test (as a percent)	125.00%
Period from December 31, 2015 to March 30, 2016 | Secured Debt | 2014 Term Loan Facilities
Line of Credit Facility
Collateral security maintenance test (as a percent)	130.00%
Period from March 31, 2016 and thereafter | Secured Debt | 2014 Term Loan Facilities
Line of Credit Facility
Collateral security maintenance test (as a percent)	135.00%
Up to June 30, 2016 | Secured Debt | $22 Million Term Loan Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)	110.00%
Up to December 31, 2015 | Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)	130.00%
After December 31, 2015 | Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)	140.00%

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DEBT - $98M Credit Facility (Details) $ in Thousands	Nov. 10, 2015 USD ($)	Nov. 04, 2015 USD ($) subsidiary item	Sep. 30, 2016 USD ($)	Jun. 29, 2016 USD ($)	Jun. 28, 2016	Dec. 31, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability			$ 540,455			$ 579,023
$98 Million Credit Facility Commitment Letter
Line of Credit Facility
Maximum borrowing capacity			98,000
Collateral security maintenance test (as a percent)				120.00%	140.00%
$98 Million Credit Facility Commitment Letter | Minimum
Line of Credit Facility
Minimum cash requirement through the end of the waiver period				$ 25,000
Line of Credit Facility | $98 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity		$ 98,000	98,000			98,000
Fixed amortization payment for the first two years		$ 0
Number of wholly owned subsidiaries | subsidiary		13
Drawdowns during the period	$ 98,271
Remaining borrowing capacity			0
Long-term Debt			96,277			95,903
Debt classified as current liability			96,277
Period without fixed amortization schedule		2 years
Amount of periodic payment		$ 2,500
Maximum collateral required for prepayment of loan (as a percent)		182.00%
Number of collateral vessels | item		13
Restricted cash			9,750			$ 9,750
Line of Credit Facility | $98 Million Credit Facility | LIBOR
Line of Credit Facility
Reference rate for interest payable		three-month LIBOR
Applicable margin over reference rate (as a percent)		6.125%
Line of Credit Facility | $98 Million Credit Facility Commitment Letter
Line of Credit Facility
Maximum borrowing capacity			$ 98,000	$ 98,000

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DEBT - 2015 Revolving Credit Facility (Details) $ in Thousands						9 Months Ended
	Apr. 07, 2016 USD ($)	Oct. 14, 2015 USD ($)	Jul. 10, 2015 USD ($)	Apr. 08, 2015 USD ($)	Apr. 07, 2015 USD ($) installment	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability							$ 540,455	$ 579,023
Revolving Credit Facility | 2015 Revolving Credit Facility
Line of Credit Facility
Maximum borrowing capacity					$ 59,500
Quarterly reduction of total amount committed					$ 1,641
Number of quarterly installments | installment					20
Commitment fee on unused daily average unutilized commitment (as a percent)					1.50%
Period after agreement date for first periodic payment					3 months
Drawdowns during the period		$ 21,218	$ 10,000	$ 25,000		$ 35,000
Long-term debt							51,294	$ 56,218
Debt classified as current liability							$ 51,294
Amount of amortization postponed from current due date	$ 1,641
Debt service required	$ 3,241
Revolving Credit Facility | 2015 Revolving Credit Facility | LIBOR
Line of Credit Facility
Reference rate for interest payable					LIBOR
Revolving Credit Facility | 2015 Revolving Credit Facility | Minimum | LIBOR
Line of Credit Facility
Applicable margin over reference rate for interest payable					3.40%
Revolving Credit Facility | 2015 Revolving Credit Facility | Maximum | LIBOR
Line of Credit Facility
Applicable margin over reference rate for interest payable					4.25%

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DEBT - $100M and $253M Term Loans (Details) $ in Thousands					1 Months Ended	12 Months Ended
	Mar. 29, 2016 USD ($)	Mar. 11, 2016 USD ($)	Apr. 30, 2015 USD ($)	Jul. 09, 2014 USD ($)	Jul. 31, 2015 USD ($) item	Dec. 31, 2015 USD ($) item	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2010 item	Aug. 20, 2010 USD ($)	Aug. 12, 2010 USD ($) item
Line of Credit Facility
Debt classified as current liability						$ 579,023	$ 540,455
Secured Debt | $100 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity							100,000	$ 100,000			$ 100,000
Prepayment of amortization payment before due date	$ 1,923
Remaining borrowing capacity							0
Long-term Debt						$ 58,899	53,375
Debt classified as current liability							53,375
Number of vessels acquired | item											5
Paydown of debt				$ 1,923
Payment of upfront fees			$ 165
Number of unencumbered vessels adding as additional collateral to cover the shortfall of fair value | item						2
Secured Debt | $253 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity						$ 253,000	253,000	$ 253,000		$ 253,000
Remaining borrowing capacity							0
Long-term Debt						142,740	128,033
Debt classified as current liability							128,033
Paydown of debt				5,075	$ 5,075
Payment of upfront fees			$ 350
Number of unencumbered vessels adding as additional collateral to cover the shortfall of fair value | item					5
Number of vessels delivered pursuant to the agreement | item									13
Restricted cash						$ 9,750	$ 9,750
Prepayment of the outstanding indebtedness		$ 5,075			$ 1,650
Secured Debt | $100 Million and $253 Million Term Loan Facilities
Line of Credit Facility
Minimum cash balance required per vessel owned				$ 750
Maximum total debt outstanding to value adjusted total assets ratio			70.00%
Maximum percentage of liquidity covenant amended			50.00%
Minimum cash required to be maintained by each collateralized vessel			$ 750
Minimum period of available working capital lines			6 months
Secured Debt | $100 Million and $253 Million Term Loan Facilities | LIBOR
Line of Credit Facility
Applicable margin over reference rate for interest payable, before increase (as a percent)				3.00%
Applicable margin over reference rate (as a percent)				3.50%

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DEBT - $44M Term Loan (Details) $ in Thousands	Dec. 23, 2013 USD ($)	Dec. 03, 2013 USD ($) item	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability			$ 540,455	$ 579,023
Secured Debt | $44 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity		$ 44,000	44,000	44,000	$ 44,000
Term of facilities	6 years
Commitment fee on unused daily average unutilized commitment (as a percent)		0.75%
Number of quarterly installments | item		23
Amount of periodic payment		$ 688
Period after last drawdown date for first periodic repayment		3 months
Final payment amount		$ 28,188
Amount of prepayments to have liens released		$ 18,000
Remaining borrowing capacity			0
Long-term debt			35,965	$ 37,916
Debt classified as current liability			$ 35,965
Secured Debt | $44 Million Term Loan Facility | LIBOR
Line of Credit Facility
Reference rate for interest payable		three-month LIBOR
Applicable margin over reference rate (as a percent)		3.35%
Secured Debt | $44 Million Term Loan Facility | Baltic Tiger
Line of Credit Facility
Drawdowns during the period	$ 21,400
Secured Debt | $44 Million Term Loan Facility | Baltic Lion
Line of Credit Facility
Drawdowns during the period	$ 22,600

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DEBT - 2010 Line of Credit (Details) - Line of Credit Facility - 2010 Credit Facility $ in Thousands			9 Months Ended
	Jan. 07, 2015 USD ($)	Aug. 29, 2013 USD ($) item	Sep. 30, 2015 USD ($)	Nov. 30, 2010 USD ($)	Apr. 16, 2010 USD ($)
Line of Credit Facility
Maximum borrowing capacity		$ 110,000		$ 150,000	$ 100,000
Amount of semi-annual reductions in maximum borrowing capacity through the maturity date		$ 5,000
Number of consecutive semi-annual reductions in total commitment | item		3
Ratio of maximum facility amount to aggregate appraised value of vessels mortgaged (as a percent)		55.00%
Applicable margin over reference rate for condition two (as a percent)		3.35%
Payment of Credit Facility	$ 102,250		$ 102,250
LIBOR
Line of Credit Facility
Reference rate for interest payable		LIBOR
Applicable margin over reference rate for condition one (as a percent)		3.00%

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DEBT - $22M Term Loan (Details) $ in Thousands	Sep. 04, 2013 USD ($)	Sep. 04, 2013	Aug. 30, 2013 USD ($) item	Sep. 30, 2016 USD ($)	Jul. 01, 2016	Jun. 30, 2016	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jul. 14, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability				$ 540,455			$ 579,023
Secured Debt | $22 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity			$ 22,000	22,000			22,000	$ 22,000	$ 22,000
Term of facilities		6 years
Commitment fee on unused daily average unutilized commitment (as a percent)			1.00%
Number of quarterly installments | item			23
Amount of periodic payment			$ 375
Final payment amount			$ 13,375
Collateral security maintenance test (as a percent)					125.00%	110.00%
Remaining borrowing capacity				0
Long-term debt				17,201			$ 18,249
Debt classified as current liability				$ 17,201
Period after latest vessel delivery date for first periodic repayment			3 months
Secured Debt | $22 Million Term Loan Facility | LIBOR
Line of Credit Facility
Reference rate for interest payable			three-month LIBOR
Applicable margin over reference rate (as a percent)			3.35%
Secured Debt | $22 Million Term Loan Facility | Baltic Fox
Line of Credit Facility
Drawdowns during the period	$ 11,270
Secured Debt | $22 Million Term Loan Facility | Baltic Hare
Line of Credit Facility
Drawdowns during the period	$ 10,730

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DEBT - 2014 Term Loan (Details) $ in Thousands	Dec. 30, 2014 USD ($)	Oct. 24, 2014 USD ($)	Oct. 08, 2014 USD ($) installment	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability				$ 540,455	$ 579,023
Secured Debt | 2014 Term Loan Facilities
Line of Credit Facility
Term of facilities			10 years
Maximum facility amount of delivered cost per vessel (as a percent)			60.00%
Maximum facility amount of delivered cost per vessel			$ 16,800
Maximum facility amount of fair market value per vessel at delivery (as a percent)			60.00%
Percentage of outstanding principal plus interest insured			95.00%
Number of semi-annual installments in which the credit facility is to be repaid | installment			20
Amount due per installment (as a percent)			4.16%
Balloon payment of facility amount due at maturity (as a percent)			16.67%
Remaining borrowing capacity				0
Long-term debt				27,435	$ 29,354
Debt classified as current liability				$ 27,435
Secured Debt | 2014 Term Loan Facilities | LIBOR
Line of Credit Facility
Reference rate for interest payable			three or six-month LIBOR
Applicable margin over reference rate (as a percent)			2.50%
Secured Debt | 2014 Term Loan Facilities | Baltic Hornet
Line of Credit Facility
Maximum borrowing capacity			$ 16,800
Period after latest vessel delivery date for first periodic repayment			6 months
Drawdowns during the period		$ 16,800
Secured Debt | 2014 Term Loan Facilities | Baltic Wasp
Line of Credit Facility
Maximum borrowing capacity			$ 16,800
Period after latest vessel delivery date for first periodic repayment			6 months
Drawdowns during the period	$ 16,350

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DEBT - $148M Revolving Credit (Details) $ in Thousands						1 Months Ended		9 Months Ended
	Oct. 07, 2015 USD ($)	Aug. 03, 2015 USD ($)	Feb. 27, 2015 USD ($)	Jan. 07, 2015 USD ($)	Dec. 31, 2014 USD ($) item	Dec. 31, 2015 USD ($) item	Aug. 31, 2015 item	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Jul. 14, 2015 USD ($)
Line of Credit Facility
Debt classified as current liability						$ 579,023			$ 540,455
Secured Debt | Baltic Trading $33 Million Term Loan Facility
Line of Credit Facility
Maximum borrowing capacity					$ 33,000
Number of single term loans | item					2
Number of vessels purchased by using term loan finance | item					2
Period after latest vessel delivery date for first periodic repayment					3 months
Amount aggregate outstanding term loan due per installment (as a percent)					1.667%
Number of vessels mortgaged | item					2
Long-term debt						32,086			30,556
Secured Debt | Baltic Trading $33 Million Term Loan Facility | Baltic Scorpion
Line of Credit Facility
Maximum facility amount of delivered cost per vessel expected to be refinanced					$ 16,500
Drawdowns during the period		$ 16,500
Collateral security maintenance test (as a percent)		140.00%
Secured Debt | Baltic Trading $33 Million Term Loan Facility | Baltic Mantis
Line of Credit Facility
Maximum facility amount of delivered cost per vessel expected to be refinanced					16,500
Drawdowns during the period	$ 16,500
Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity					$ 148,000	$ 148,000		$ 148,000	148,000	$ 148,000
Commitment fee on unused daily average unutilized commitment (as a percent)					1.20%
Number of vessels mortgaged | item					9
Minimum period for future time charter contracts to be secured under lien					36 months
Remaining borrowing capacity									0
Debt classified as current liability									130,875
Drawdowns during the period								$ 131,500
Number of unencumbered vessels adding as additional collateral to cover the shortfall of fair value | item						2	2
Line of Credit Facility | $148 Million Credit Facility | LIBOR
Line of Credit Facility
Reference rate for interest payable					LIBOR
Applicable margin over reference rate (as a percent)					3.00%
Revolving Credit Facility | Baltic Trading $115 Million Revolving Credit Facility
Line of Credit Facility
Maximum borrowing capacity					$ 115,000
Amount of consecutive quarterly reductions in maximum borrowing capacity					$ 2,447
Long-term debt						$ 107,658			$ 100,319
Drawdowns during the period			$ 10,500	$ 104,500
Up to December 31, 2015 | Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)										130.00%
After December 31, 2015 | Line of Credit Facility | $148 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)										140.00%

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DEBT - Interest Rates (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Interest rates on debt
Effective Interest Rate (as a percent)	4.47%	3.55%	4.40%	3.54%
Range of Interest Rates, minimum (excluding impact of unused commitment fees) (as a percent)	3.13%	2.78%	2.69%	2.73%
Range of Interest Rates, maximum (excluding impact of unused commitment fees) (as a percent)	6.96%	3.93%	6.96%	3.93%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in AOCI by Component
Balance at the beginning of the period			$ (21)
Other comprehensive income	$ 316	$ 26,343	311	$ 25,300
Balance at the end of the period	290		290
Net Unrealized Gain (Loss) on Investments
Changes in AOCI by Component
Balance at the beginning of the period	(26)	(26,360)	(21)	(25,317)
OCI before reclassifications	316	(6,880)	(2,385)	(7,923)
Amounts reclassified from AOCI		33,223	2,696	33,223
Other comprehensive income	316	26,343	311	25,300
Balance at the end of the period	$ 290	$ (17)	$ 290	$ (17)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)- Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reclassifications Out of AOCI
Other income (expense)	$ (6,899)	$ (38,043)	$ (23,801)	$ (47,059)
Impairment of investment			(69,278)	(35,396)
Net loss attributable to Genco Shipping& Trading Limited	$ (27,514)	(66,625)	(192,652)	(145,397)
Net Unrealized Gain (Loss) on Investments | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications Out of AOCI
Other income (expense)		(687)		(687)
Impairment of investment		(32,536)	(2,696)	(32,536)
Net loss attributable to Genco Shipping& Trading Limited		$ (33,223)	$ (2,696)	$ (33,223)

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Nov. 04, 2015	Sep. 30, 2015	Jul. 14, 2015	Dec. 31, 2014	Aug. 30, 2013	Aug. 20, 2010	Aug. 12, 2010
Fair value of financial instruments
Floating rate debt	$ 548,276	$ 588,434
Secured Debt | $100 Million Term Loan Facility
Fair value of financial instruments
Floating rate debt	54,330	60,100
Face amount of term loan facility	100,000			$ 100,000					$ 100,000
Secured Debt | $253 Million Term Loan Facility
Fair value of financial instruments
Restricted cash	9,750	9,750
Floating rate debt	130,043	145,268
Face amount of term loan facility	253,000	253,000		253,000				$ 253,000
Secured Debt | $22 Million Term Loan Facility
Fair value of financial instruments
Floating rate debt	17,500	18,625
Face amount of term loan facility	22,000	22,000		22,000	$ 22,000		$ 22,000
Line of Credit Facility | $98 Million Credit Facility
Fair value of financial instruments
Restricted cash	9,750	9,750
Floating rate debt	98,271	98,271
Face amount of term loan facility	98,000	98,000	$ 98,000
Line of Credit Facility | $148 Million Credit Facility
Fair value of financial instruments
Floating rate debt	131,394	140,383
Face amount of term loan facility	148,000	148,000		$ 148,000	$ 148,000	$ 148,000
Carrying Value
Fair value of financial instruments
Cash and cash equivalents	40,028	121,074
Restricted cash	19,815	19,815
Floating rate debt	548,276	588,434
Fair value
Fair value of financial instruments
Cash and cash equivalents	40,028	121,074
Restricted cash	19,815	19,815
Floating rate debt	$ 548,276	$ 588,434

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FAIR VALUE OF FINANCIAL INSTRUMENTS-Quoted Market Prices (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair value of financial instruments
Investments	$ 6,191	$ 12,327
Quoted Market Prices in Active Markets
Fair value of financial instruments
Investments	$ 6,191	$ 12,327

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PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
Lubricant inventory, fuel oil and diesel oil inventory and other stores	$ 10,318	$ 10,478
Prepaid items	2,448	3,917
Insurance receivable	1,283	2,738
Other	3,023	4,236
Total prepaid expenses and other current assets	17,072	21,369
Security deposit related to operating lease included in other noncurrent assets	$ 514	$ 514

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DEFERRED FINANCING COSTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jul. 14, 2015	Apr. 07, 2015	Dec. 31, 2014
Deferred financing costs
Total deferred financing costs	$ 4,028		$ 4,028		$ 4,028
Less: accumulated amortization	1,340		1,340		734
Total	2,688		2,688		3,294
Amortization of deferred financing costs	737	$ 637	2,195	$ 1,688
Revolving Credit Facility | 2015 Revolving Credit Facility
Deferred financing costs
Total deferred financing costs	1,254		1,254		1,254
Maximum borrowing capacity							$ 59,500
Line of Credit Facility | $148 Million Credit Facility
Deferred financing costs
Total deferred financing costs	2,774		2,774		2,774
Maximum borrowing capacity	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000		$ 148,000

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DEFERRED FINANCING COSTS - ASU 2015-03 (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ASU 2015-03
Unamortized debt issuance - Deferred financing costs	$ 7,821	$ 9,411
Long-term debt, current	$ (540,455)	(579,023)
Scenario Adjustment | Adoption Of ASU 2015-03
ASU 2015-03
Deferred financing costs, net		9,411
Long-term debt, current		$ 9,411

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FIXED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
FIXED ASSETS
Total cost	$ 1,731		$ 1,731		$ 1,690
Less: accumulated depreciation and amortization	660		660		404
Total	1,071		1,071		1,286
Depreciation and amortization	18,127	$ 20,124	58,152	$ 58,933
Vessel Equipment
FIXED ASSETS
Total cost	1,127		1,127		1,086
Furniture and Fixtures
FIXED ASSETS
Total cost	462		462		462
Computer equipment
FIXED ASSETS
Total cost	142		142		$ 142
Detail of Fixed Assets, Excluding Vessels
FIXED ASSETS
Depreciation and amortization	$ 97	$ 83	$ 289	$ 200

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ACCOUNTS PAYABLE AND ACCRUED EXPENSES.
Accounts payable	$ 4,835	$ 8,271
Accrued general and administrative expenses	5,780	5,745
Accrued vessel operating expenses	11,065	13,451
Total	$ 21,680	$ 27,467

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REVENUE FROM TIME CHARTERS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Oct. 26, 2016
REVENUE FROM TIME CHARTERS
Voyage revenues	$ 37,871	$ 49,167	$ 89,461	$ 116,548
Profit sharing revenue	$ 869	$ 0	$ 1,499	$ 0
Future minimum time charter revenue
Remainder of 2016					$ 8,148
Expected minimum time charter revenue					$ 2,592
Offhire period			20 days

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REORGANIZATION ITEMS, NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REORGANIZATION ITEMS, NET
Professional fees incurred	$ 70	$ 169	$ 192	$ 644
Trustee fees incurred	13	5	51	362
Total reorganization fees	83	174	243	1,006
Total reorganization items, net	$ 83	$ 174	$ 243	$ 1,006

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Jul. 09, 2014	Apr. 04, 2011	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Commitments and contingencies
Long-term lease obligations			$ 1,688		$ 1,688		$ 1,149
Gain related to previous lease liability settlement, included in rent expense			(116)		(116)
Lease agreement entered into April 2011
Commitments and contingencies
Lease term		7 years
Obligation of sublessor towards the cost of alterations of office space	$ 472
Long-term lease obligations			1,688		1,688		$ 1,149
Rent expense			452	$ 452	1,356	$ 1,356
Future minimum rental payments
Remainder of 2016			269		269
2017			1,076		1,076
2018			916		916
2019			2,230		2,230
2020			2,230		2,230
Remaining term of the lease			11,130		11,130
Lease agreement entered into April 2011 | Period from October 1, 2018 to April 30, 2023
Commitments and contingencies
Monthly rental payment			186		186
Lease agreement entered into April 2011 | Period from May 1, 2023 to September 30, 2025
Commitments and contingencies
Monthly rental payment			204		204
Lease agreement entered into April 2011 | Period during June 1, 2011 to September 30, 2025
Commitments and contingencies
Monthly straight-line rental expense	$ 130
Lease agreement entered into April 2011 | Period During July 9, 2014 To September 30, 2025
Commitments and contingencies
Monthly straight-line rental expense			150		150
Sub Sublease Agreement | Period until May 31, 2015
Commitments and contingencies
Monthly rental payment			82		82
Sub Sublease Agreement | Period from May 31, 2015 until April 30, 2018
Commitments and contingencies
Monthly rental payment			$ 90		$ 90

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COMMITMENTS AND CONTINGENCIES - Settlements (Details) - Bankruptcy settlement due - Samsun $ in Thousands	Apr. 08, 2016 USD ($)
Bankruptcy settlement
Cash to be received to settle bankruptcy claim as percentage of total settlement	26.00%
Amount of bankruptcy claim to be settled following the rehabilitation process	$ 3,979
Cash to be received to settle bankruptcy claim	$ 1,035
Tenure of Payment plan	10 years
Bankruptcy claims settled by conversion into shares of entity (as a percent)	74.00%

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STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands											9 Months Ended		12 Months Ended
	Oct. 13, 2016 USD ($) $ / shares shares	Jul. 07, 2016 $ / shares shares	May 18, 2016 shares	Apr. 15, 2016	Feb. 17, 2016 item shares	Jul. 29, 2015 shares	Jul. 17, 2015 shares	Jul. 13, 2015 shares	Aug. 07, 2014 USD ($) $ / shares shares	Jul. 09, 2014 item shares	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 30, 2015 USD ($)	Dec. 31, 2015 $ / shares shares	Jun. 26, 2015 shares	Mar. 13, 2014 shares	Mar. 03, 2010 shares
Number of Shares
Balance at the end of the period (in shares)											164,910
Common Stock
Weighted Average Fair Value
Reverse stock split		0.1
Common Stock | Minimum
Weighted Average Fair Value
Reverse stock split				0.04
Common Stock | Maximum
Weighted Average Fair Value
Reverse stock split				0.5
Peter C. Georgiopoulos
Weighted Average Fair Value
Warrants exercisable	213,937
Peter C. Georgiopoulos | Minimum
Weighted Average Fair Value
Exercise price per share | $ / shares	$ 259.10
Peter C. Georgiopoulos | Maximum
Weighted Average Fair Value
Exercise price per share | $ / shares	$ 341.90
Peter C. Georgiopoulos | Separation and release agreement
Weighted Average Fair Value
Severance payment | $	$ 500
Restricted Stock Units | Board of Directors
Number of Shares
Granted (in shares)			666,664			58,215		16,188
Vested (in shares)			(3,493)		(2,328)		(1,619)
Weighted Average Fair Value
Reverse stock splits (in shares)			66,666
Restricted Stock | Peter C. Georgiopoulos
Number of Shares
Granted (in shares)	68,581
2014 MIP Plan
Number of Shares
Balance at the beginning of the period (in shares)											74,040
Vested (in shares)											(37,020)
Balance at the end of the period (in shares)											37,020		74,040
Weighted Average Fair Value
Balance at the beginning of the period (in dollars per share) | $ / shares											$ 200.00
Vested (in dollars per share) | $ / shares											200.00
Balance at the end of the period (in dollars per share) | $ / shares											$ 200.00		$ 200.00
Aggregate number of shares of common stock available for awards										9,668,061
Reverse stock splits (in shares)										966,806
Percentage of common stock outstanding ( In percent)										1.80%
Additional disclosures
Total fair value of shares vested | $											$ 190	$ 2,662
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost | $											$ 2,094
Weighted-average period for recognition of unrecognized compensation cost											10 months 6 days
2014 MIP Plan | Warrants
Number of Shares
Balance at the beginning of the period (in shares)											5,704,974
Exercisable (in shares)											(2,852,487)
Balance at the end of the period (in shares)											2,852,487		5,704,974
Weighted Average Exercise price
Outstanding at the beginning of the period (in dollars per share) | $ / shares											$ 303.12
Exercisable (in dollars per share) | $ / shares											303.12
Outstanding at the end of the period (in dollars per share) | $ / shares											$ 303.12		$ 303.12
Weighted-average remaining contractual life											3 years 10 months 10 days
Weighted Average Fair Value
Balance at the beginning of the period (in dollars per share) | $ / shares											$ 6.36
Vested (in dollars per share) | $ / shares											6.36
Balance at the end of the period (in dollars per share) | $ / shares											$ 6.36		$ 6.36
Number of warrants											5,704,974
Exercisable (in dollars per share) | $ / shares											$ 303.12
Weighted average remaining contractual life, exercisable											3 years 10 months 10 days
Number of anniversaries in which award vests									3 years
Number of tiers of MIP Warrants | item										3
Volatility rate ( as a percent)									43.91%
Volatility rate term									6 years
Risk-free interest rate ( as a percent)									1.85%
Dividend rate ( as a percent)									0.00%
Total fair value of outstanding awards upon emergence from bankruptcy | $									$ 54,436
Percentage of warrant vest for anniversaries of the grant date									33.33%
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost | $											$ 5,132
Amortization
Remainder of 2016 | $											1,523
2017 | $											$ 3,609
2014 MIP Plan | Warrants | $259.10 Warrants
Weighted Average Fair Value
Aggregate number of shares of common stock available for awards									2,380,664
Warrants exercisable		238,066
Strike price (in dollars per share) | $ / shares		$ 259.10
Fair value of warrant (in dollars per share) | $ / shares									$ 7.22
2014 MIP Plan | Warrants | $287.30 Warrants
Weighted Average Fair Value
Aggregate number of shares of common stock available for awards									2,467,009
Warrants exercisable		246,701
Strike price (in dollars per share) | $ / shares		$ 287.30
Fair value of warrant (in dollars per share) | $ / shares									$ 6.63
2014 MIP Plan | Warrants | $341.90 Warrants
Weighted Average Fair Value
Aggregate number of shares of common stock available for awards									3,709,788
Warrants exercisable		370,979
Strike price (in dollars per share) | $ / shares		$ 341.90
Fair value of warrant (in dollars per share) | $ / shares									$ 5.63
2015 EIP Plan
Number of Shares
Aggregate number of shares of common stock available for awards, reverse stock split		400,000
Weighted Average Fair Value
Aggregate number of shares of common stock available for awards														4,000,000
2015 EIP Plan | Peter C. Georgiopoulos
Number of Shares
Granted (in shares)					408,163
2015 EIP Plan | Restricted Stock Units
Number of Shares
Balance at the beginning of the period (in shares)											5,821
Granted (in shares)											66,666
Vested (in shares)					(23,286)						(5,821)
Balance at the end of the period (in shares)											66,666		5,821
Vested, post stock reverse split (in shares)					2,328
Number of resignations from the Board of Directors | item					2
Weighted Average Exercise price
Weighted-average remaining contractual life											7 months 17 days
Weighted Average Fair Value
Balance at the beginning of the period (in dollars per share) | $ / shares											$ 71.50
Granted (in dollars per share) | $ / shares											5.10
Vested (in dollars per share) | $ / shares											71.50
Balance at the end of the period (in dollars per share) | $ / shares											$ 5.10		$ 71.50
Additional disclosures
Total fair value of shares vested | $											$ 30	116
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost | $											$ 213
Weighted-average period for recognition of unrecognized compensation cost											7 months 17 days
2015 EIP Plan | Restricted Stock Units | Vested RSUs
Number of Shares
Number of shares vested											7,440
Weighted Average Fair Value
Vested (in dollars per share) | $ / shares											$ 71.18
2015 EIP Plan | Restricted Stock Units | Board of Directors
Number of Shares
Number of common shares outstanding in respect of RSUs											3,138		0
2015 EIP Plan | Restricted Stock
Number of Shares
Granted (in shares)											61,224
Balance at the end of the period (in shares)											61,224
Weighted Average Exercise price
Granted (in dollars per share) | $ / shares											$ 5.20
Outstanding at the end of the period (in dollars per share) | $ / shares											$ 5.20
Additional disclosures
Total fair value of shares vested | $											$ 0	0
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost | $											$ 168
Weighted-average period for recognition of unrecognized compensation cost											2 years 1 month 17 days
Baltic Trading Plan | Baltic Trading
Number of Shares
Vested (in shares)							(1,941,844)
Weighted Average Fair Value
Aggregate number of shares of common stock available for awards															6,000,000	2,000,000
Additional disclosures
Total fair value of shares vested | $												$ 2,913

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STOCK-BASED COMPENSATION- Stock Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
General and Administrative Expense | Baltic Trading
STOCK-BASED COMPENSATION
Recognized nonvested stock amortization expense		$ 3,665		$ 5,273
2014 MIP Plan | General and Administrative Expense
STOCK-BASED COMPENSATION
Recognized nonvested stock amortization expense	$ 996	2,304	$ 4,069	9,031
2014 MIP Plan | Warrants | General and Administrative Expense
STOCK-BASED COMPENSATION
Recognized nonvested stock amortization expense	2,442	5,646	9,973	22,134
2015 EIP Plan
STOCK-BASED COMPENSATION
Recognized nonvested stock amortization expense	60		150
2015 EIP Plan | General and Administrative Expense | Restricted Stock Units
STOCK-BASED COMPENSATION
Recognized nonvested stock amortization expense	$ 86	$ 235	$ 320	$ 235

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LEGAL PROCEEDINGS - Claims and Complaints (Details) - complaint		1 Months Ended
	May 26, 2015	Apr. 30, 2015
LEGAL PROCEEDINGS
Number of claims filed		6
Number of complaints consolidated	6

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands								1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 27, 2016	Oct. 26, 2016	Oct. 25, 2016	Oct. 21, 2016	Oct. 10, 2016	Oct. 08, 2016	Apr. 08, 2016	Nov. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jul. 14, 2015	Dec. 31, 2014	Aug. 12, 2010
Subsequent Events
Other operating income									$ 0	$ 0	$ 182	$ 0
Bankruptcy settlement due | Samsun
Subsequent Events
Other operating income											157
Cash to be received to settle bankruptcy claim							$ 1,035
Tenure of Payment plan							10 years
Secured Debt | $100 Million Term Loan Facility
Subsequent Events
Maximum borrowing capacity									100,000	100,000	100,000	100,000				$ 100,000
Repayment of secured debt											5,769	5,769
Line of Credit Facility | $148 Million Credit Facility
Subsequent Events
Maximum borrowing capacity									$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000	$ 148,000
Subsequent event | Bankruptcy settlement due | Samsun
Subsequent Events
Other operating income	$ 777
Subsequent event | Genco Pioneer
Subsequent Events
Sale of assets						$ 2,650
Broker commission						5.50%
Subsequent event | Genco Pioneer | Line of Credit Facility | $148 Million Credit Facility
Subsequent Events
Repayment of secured debt		$ 2,504
Subsequent event | Genco Sugar
Subsequent Events
Sale of assets					$ 2,450
Broker commission					5.50%
Subsequent event | Genco Sugar | Secured Debt | $100 Million Term Loan Facility
Subsequent Events
Repayment of secured debt				$ 2,315
Subsequent event | Genco Leader
Subsequent Events
Sale of assets			$ 3,470
Broker commission			3.00%
Subsequent event | Forecast | Genco Leader | Line of Credit Facility | $148 Million Credit Facility
Subsequent Events
Repayment of secured debt								$ 3,366