kl07052_ex10-2.htm


    
      

    

    Exhibit
      10.2

     

     

     

     

     

     

     

    


    


    


    


    


    
      


    

     

    PLEDGE
      OF
      SHARES

     

    


     

     

    between

    


     

     

    GENCO
      SHIPPING & TRADING LIMITED,


     

     

    as
      Pledgor

    


     

     

    and


     

     

    DNB
      NOR
      BANK ASA,

    Grand
      Cayman Branch

    as
      Security Trustee,

    


     

     

    as
      Pledgee

    


    
      


    

     

    May
      3,
      2007

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    PLEDGE
      OF SHARES

     

    THIS
      PLEDGE OF SHARES (hereinafter, this "Pledge Agreement") is made this 3rd day
      of
      May, 2007, between GENCO SHIPPING & TRADING LIMITED, a corporation organized
      and existing under the laws of the Republic of the Marshall Islands with offices
      at 299 Park Avenue, 20th Floor, New York, New York 10171 (herein called the
      "Pledgor"), and DNB NOR BANK ASA, Grand Cayman Branch, a corporation organized
      and existing under the laws of the Kingdom of Norway, in its capacity as
      security trustee (herein called the "Pledgee"), for and on its own behalf and
      on
      behalf of the Administrative Agent, as defined below, and the Lenders, as
      defined below, (together, the "Creditors").

     

    WITNESSETH:

     

    WHEREAS:

     

    A.  Pursuant
      to a promissory note dated as of May 3, 2007 (the "Promissory Note"), issued
      to
      the Pledgor to the order of the Pledgee evidencing a loan to the Pledgor, as
      borrower, by (1) the Pledgee as administrative agent (in such capacity, the
      “Administrative Agent”), security trustee (in such capacity, the “Security
      Trustee”) for the Lenders, as defined below, joint mandated lead arranger and
      joint bookrunner,  (2) Nordea Bank Norge ASA, Grand Cayman Branch, as
      joint mandated lead arranger and joint bookrunner, and (3) the banks and
      financial institutions listed on Schedule 1 of the Promissory Note, as lenders
      (together with any bank or financial institution which becomes a lender by
      assignment or otherwise, the "Lenders"),  the Administrative Agent and
      the Security Trustee have agreed to serve in such capacities under the
      Promissory Note and the Lenders have agreed to provide to the Borrower a loan
      in
      the aggregate amount of up to US$155,000,000 (the "Loan");

     

    B.  It
      is a
      condition to the Lenders’ agreement to make any Advance under the Loan available
      to the Pledgor under the Promissory Note that the Pledgor execute and deliver
      to
      the Pledgee, as security for the obligations of the Pledgor to the Security
      Trustee, the Administrative Agent and the Lenders (together, the “Creditors”), a
      pledge of all of the Pledgor's right, title and interest in and to the all
      of
      the shares that it now owns or in the future acquires (the “Pledged Shares”) in
      Jinhui Shipping and Transportation Limited (the "Pledged Company");

     

    C.  As
      of the
      date hereof, the Pledgor is the registered and beneficial owner of 4,131,000
      shares (the “Currently Owned Shares”) of Pledged Company;

     

    D.  The
      Pledgor hereby covenants that it will execute and deliver a pledge agreement,
      substantially in the form of this Pledge Agreement (or a supplement hereto),
      over all shares of the Pledged Company that the Pledgor acquires after the
      date
      of this Pledge Agreement and prior to the Termination Date (as defined in the
      Note); and

     

    E.  The
      Pledgor will obtain benefits as a result of the consummation of the transactions
      under the Promissory Note and, accordingly, desires to enter into this Agreement
      in order to satisfy the conditions described in the Promissory
      Note.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    NOW,
      THEREFORE, in consideration of the premises, the Pledgor agrees with the Pledgee
      as follows:

     

    1.  Defined
      Terms.  Unless otherwise defined herein, terms defined in the
      Promissory Note shall have the same meanings when used herein.

     

    2.  Grant
      of Security.  As security for (a) the full and prompt payment
      to the Pledgee and the Creditors of all sums owing by the Pledgor to the
      Creditors whether for principal, interest, fees, expenses or otherwise, under
      and in connection with the Promissory Note, and the other Security Documents
      to
      which they are a party or otherwise due the punctual performance by the Pledgor
      of its obligations in connection therewith, and (b) the due and punctual
      performance by the Pledgor of all its obligations under this Pledge Agreement
      (all of the above under (a) and (b) now or hereafter existing, hereinafter
      together called the "Obligations"), the Pledgor hereby pledges and assigns
      to
      the Pledgee the Pledged Shares and hereby grants to the Pledgee a first lien
      on,
      and first security interest in, the Pledged Shares.

     

    3.  Pledge
      Documents.  As soon as practicable, but in any event within thirty
      (30) days of the execution of this Pledge Agreement, the Pledgor shall execute
      and deliver to the Pledgee a control agreement in form and substance
      satisfactory to the Mandated Lead Arrangers over the Pledgor’s Norwegian Central
      Securities Depository Account with the Pledgee.

     

    4.  Representations
      and Warranties.  The Pledgor represents and warrants
      that:

     

     

    
      	
              (i)  

            	
              it
                is the legal and beneficial owner of, and has good and marketable
                title
                to, the Currently Owned Shares, subject to no pledge, lien, mortgage,
                hypothecation, security interest, charge, option or other encumbrance
                whatsoever, except the lien and security interest created by this
                Pledge
                Agreement;

            


    

     

     

    
      	
              (ii)  

            	
              it
                has full power, authority and legal right to execute, deliver and
                perform
                this Pledge Agreement and to create the collateral security interest
                for
                which this Pledge Agreement
                provides;

            


    

     

     

    
      	
              (iii)  

            	
              as
                of the date hereof,  the Pledgor has not entered into any voting
                trusts or other shareholder agreements or arrangements relating to
                any of
                the Currently Owned Shares;

            


    

     

     

    
      	
              (iv)  

            	
              this
                Pledge Agreement constitutes a valid obligation of the Pledgor, legally
                binding upon it and enforceable in accordance with its
                terms;

            


    

     

     

    
      	
              (v)  

            	
              the
                pledge, hypothecation, and assignment of the Pledged Shares pursuant
                to
                and/or described in this Pledge Agreement creates a valid first perfected
                security interest in each of the Pledged Shares and the proceeds
                thereof;

            


    

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (vi)  

            	
              no
                consent of any other party (including stockholders of the Pledgor)
                is
                required in connection with the execution, delivery, performance,
                validity, enforceability or enforcement of this Pledge Agreement,
                and no
                consent, license, approval or authorization of, or registration or
                declaration with, any governmental authority, bureau or agency is
                required
                in connection with the execution, delivery, performance, validity,
                enforceability or enforcement of this Pledge
                Agreement;

            


    

     

     

    
      	
              (vii)  

            	
              the
                execution, delivery and performance of this Pledge Agreement will
                not
                violate or contravene any provision of any existing law or regulation
                or
                decree of any court, governmental authority, bureau or agency having
                jurisdiction in the premises or of the Articles of Incorporation,
                by-laws
                or other charter documents of the Pledgor or of any mortgage, indenture,
                security agreement, contract, undertaking or other agreement to which
                the
                Pledgor is a party or which purports to be binding upon it or any
                of its
                properties or assets and will not result in the creation or imposition
                of
                any lien, charge or encumbrance on, or security interest in, any
                of its
                properties or assets pursuant to the provisions of any such mortgage,
                indenture, security agreement, contract, undertaking or other agreement;
                and

            


    

     

     

    
      	
              (viii)  

            	
              the
                representations and warranties set forth in Section 6 of the Promissory
                Note insofar as they relate to the Pledgor are true and complete
                and the
                Pledgor will comply with each of the covenants set forth in the Promissory
                Note which are applicable thereto.

            


    

     

     

    5.  Covenants.  The
      Pledgor hereby covenants that during the continuance of this Pledge
      Agreement:

     

     

    
      	
              (i)  

            	
              it
                shall warrant and defend the right and title of the Pledgee conferred
                by
                this Pledge Agreement in and to the Pledged Shares at the cost of
                the
                Pledgor against the claims and demands of all persons
                whomsoever;

            


    

     

     

    
      	
              (ii)  

            	
              except
                as herein provided or as provided in the Promissory Note, without
                the
                prior written consent of the Pledgee, it shall not sell, assign,
                transfer,
                charge, pledge or encumber in any manner any part of the Pledged
                Shares or
                suffer to exist any encumbrance on the Pledged
                Shares;

            


    

     

     

    
      	
              (iii)  

            	
              without
                the prior written consent of the Pledgee, it will not amend or modify
                any
                articles of incorporation, charter documents or bylaws relating to
                the
                Pledged Company;

            


    

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (iv)  

            	
              without
                the prior written consent of the Pledgee, it shall not vote the Pledged
                Shares of any Pledged Company in favor of the dissolution, liquidation,
                consolidation with or merger into, any corporation, or merge any
                corporation into it, except that the Pledgor shall be permitted to
                merge
                the Pledged Company into itself or consolidate the Pledged Company
                with
                any subsidiary or affiliate so long as no Event of Default would
                result
                therefrom; and

            


    

     

     

    
      	
              (v)  

            	
              without
                the prior written consent of the Pledgee, it shall not take from
                the
                Pledged Company any undertaking or security in respect of its liability
                hereunder or in respect of any other liability of the Pledged Company
                to
                the Pledgor and the Pledgor shall not prove nor have the right of
                proof,
                in competition with the Pledgee, for any monies whatsoever owing
                from the
                Pledged Company to the Pledgor, in any insolvency or liquidation,
                or
                analogous proceedings under any applicable law, of the
                Pledgor.

            


    

     

     

    6.  Additional
      Shares.  If the Pledgor purchases or shall otherwise become
      entitled to receive or shall receive any shares of stock, options or rights,
      whether as an addition to, in substitution of, or in exchange for any of the
      Pledged Shares, the Pledgor agrees to accept the same as the agent of the
      Pledgee and to deposit the same in the Pledgor’s Norwegian Central Securities
      Depository Account for the benefit of the Pledgee, subject to the terms hereof,
      as additional collateral security for the Obligations.  Any sums paid
      upon or in respect of the Pledged Shares on the liquidation or dissolution
      of
      the Pledged Company shall be paid over to the Pledgee to be held by it as
      additional collateral security for the Obligations.

     

    7.  Collateral.  All
      property at any time pledged to the Pledgee hereunder by the Pledgor (whether
      described herein or not) and all income therefrom and proceeds thereof, are
      herein collectively sometimes called the "Collateral".

     

    8.  General
      Authority.  The Pledgor hereby consents that, without the
      necessity of any reservation of rights against the Pledgor, and without notice
      to or further assent by the Pledgor, any demand for payment of any of the
      Obligations made by the Pledgee or any of the Creditors may be rescinded by
      the
      Pledgee or any of the Creditors and any of the Obligations continued, and the
      Obligations, or the liability of the Pledgor and/or the Pledged Company upon
      or
      for any part thereof, or any other collateral security or right of offset with
      respect thereto, may, from time to time, in whole or in part, be renewed,
      extended, modified, accelerated, compromised, waived, surrendered, or released
      by the Pledgee or any of the Creditors, and any guarantees and any other
      collateral security documents executed and delivered by the Pledgor and/or
      the
      Pledged Company or any other obligors in respect of the Obligations may be
      amended, modified, supplemented or terminated, in whole or in part, as the
      Pledgee or any of the Creditors may deem advisable, from time to time, and
      any
      other collateral security at any time held by the Pledgee or any of the
      Creditors for the payment of the Obligations (including, without limitation,
      any
      collateral security held pursuant to any other collateral security document
      executed and delivered pursuant to the Promissory Note) may be sold, exchanged,
      waived, surrendered or released, all without notice to or further assent by
      the
      Pledgor or any Pledged Company, which will remain bound hereunder,
      notwithstanding any such renewal, extension,

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    modification,
      acceleration, compromise, amendment, supplement, termination, sale, exchange,
      waiver, surrender or release.  The Pledgor waives any and all notices
      of the creation, renewal, extension or accrual of any of the Obligations and
      notice of or proof of reliance by the Pledgee or any of the Creditors upon
      this
      Pledge Agreement, and the Obligations, and any of them, shall conclusively
      be
      deemed to have been created, contracted or incurred in reliance upon this Pledge
      Agreement, and all dealings between the Pledged Company and the Pledgee and
      any
      of the Creditors shall likewise be conclusively presumed to have been had or
      consummated in reliance upon this Pledge Agreement.  The Pledgor
      waives diligence, presentment, protest, demand for payment and notice of default
      or non-payment to or upon the Pledgor or the Pledged Company with respect to
      the
      Obligations.

     

    9.  Voting
      Rights.  The Pledgee shall receive notice (if the Pledgee has
      requested to be provided with such notice) and have the right (but not the
      obligation) to vote the Pledged Shares at its own discretion at, any annual
      or
      special meeting, as the case may be, of the shareholders of the Pledged Company,
      provided, however, that the Pledgee shall not exercise such right
      to vote until such time that default shall have occurred in the payment or
      performance of the Obligations and not been remedied to the Pledgee's
      satisfaction or waived in writing.

     

    10.  Default.  The
      security constituted by this Pledge Agreement shall become immediately
      enforceable on the occurrence of an Event of Default under the Promissory
      Note.

     

    11.  Remedies.  At
      any time after the security constituted by this Pledge Agreement shall have
      become enforceable as aforesaid, whereupon the security constituted by this
      Pledge Agreement shall become enforceable, the Pledgee shall be entitled,
      without further notice to the Pledgor:

     

     

    
      	
              (i)  

            	
              subject
                to the limitations of Sections 9-610 and 9-615 of the Uniform Commercial
                Code of the State of New York (if applicable), to sell, assign, transfer
                and deliver at any time the whole, or from time to time any part,
                of the
                Collateral or any rights or interests therein, at public or private
                sale
                or in any other manner, at such price or prices and on such terms
                as the
                Pledgee may deem appropriate, and either for cash, on credit, for
                other
                property or for future delivery, at the option of the Pledgee, upon
                not
                less than 10 days' written notice (which 10 day notice is hereby
                acknowledged by the Pledgor to be reasonable) addressed to the Pledgor
                at
                its last address on file with the Pledgee, but without demand,
                advertisement or other notice of any kind (all of which are hereby
                expressly waived by the Pledgor).  If any of the Collateral or
                any rights or interests thereon are to be disposed of at a public
                sale,
                the Pledgee may, without notice or publication, adjourn any such
                sale or
                cause the same to be adjourned from time to time by announcement
                at the
                time and place fixed for sale, and such sale may, without further
                notice,
                occur at the time and place identified in such announcement.  If
                any of the Collateral or any rights or interests therein shall be
                disposed
                of at a private sale, the Pledgee shall be relieved from all liability
                or
                claim for inadequacy of price.

            


    

     

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    At
      any
      such public sale the Pledgee may purchase the whole or any part of the
      Collateral or any rights or interests purchaser, including the Pledgee should
      it
      acquire the Collateral, at any public or private sale shall hold the property
      sold free from any claim or right of redemption, stay, appraisal or reclamation
      on the part of the Pledgor which are hereby expressly waived and released to
      the
      extent permitted by applicable law. If any of the Collateral or any rights
      or interests therein shall be sold on credit or for future delivery, the
      Collateral or such rights or interests in or of the Collateral so sold may
      be
      retained by the Pledgee until the selling price thereof shall be paid by the
      purchaser, but the Pledgee shall not incur any liability in case of failure
      of
      the purchaser to take up and pay for the Collateral or rights or interests
      therein case of any such failure, such Collateral or rights or interests therein
      may again be sold on not less than 10 days' written notice as
      aforesaid;

    
      	 	 


      	
              (ii)  

            	
              to
                exercise all voting and other rights at any meeting of the Pledged
                Company
                and exercise any and all rights of conversion, exchange, subscription
                or
                any other rights, privileges or options pertaining to the Pledged
                Shares
                of the Pledged Company as if it was the absolute owner thereof, including,
                without limitation, the right to exchange at its discretion, the
                Pledged
                Shares upon the merger, consolidation, reorganization, recapitalization
                or
                other readjustment of the Pledged Company or, upon the exercise by
                the
                Pledged Company or the Pledgee of any right, privilege or option
                pertaining to the Pledged Interest, and in connection therewith,
                to
                deposit and deliver the Pledged Shares with any committee, depository,
                transfer agent, registrar or other designated agency upon such terms
                and
                conditions as it may determine, all without liability except to account
                for property actually received by
                it.

            


    

     

    In
      addition to the rights and remedies granted to it in this Pledge Agreement
      and
      in any other instrument or agreement securing, evidencing or relating to any
      of
      the Obligations, the Pledgee shall have rights and remedies of a secured party
      under the Uniform Commercial Code of the State of New York.

     

    12.  No
      Duty on Pledgee.  The Pledgee shall have no duty to exercise any
      of the aforesaid rights, privileges or options and shall not be responsible
      for
      any failure to do so or delay in so doing.

     

    13.  Application
      of Proceeds.  All moneys collected or received by the Pledgee
      pursuant to this Pledge Agreement shall be applied towards amounts owing under
      or in connection with the Promissory Note.

     

    14.  Termination.  When
      all of the Obligations shall have been fully satisfied, the Pledgee agrees
      that
      it shall forthwith release the Pledgor from its Obligations hereunder and the
      Pledgee, at the request and expense of the Pledgor, will promptly execute and
      deliver to the 

    
       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    Pledgor
      a proper instrument or instruments
      acknowledging the satisfaction and termination of this Agreement.

     

    15.  Further
      Assurances.  The Pledgor shall from time to time, and at all times
      after the security constituted by this Pledge Agreement shall have become
      enforceable, execute all such further instruments and documents and do all
      such
      things as the Pledgee may deem desirable for the purpose of obtaining the full
      benefit of this Pledge Agreement and of the rights, title, interest, powers,
      authorities and discretions conferred on the Pledgee by this Pledge Agreement
      including (without limitation) causing the Pledged Company to execute any such
      instruments and documents as aforesaid.  The Pledgor hereby
      irrevocably appoints the Pledgee its attorney-in-fact for him and in its name
      and on its behalf and as its act and deed to execute, seal and deliver and
      otherwise perfect any deed, assurance, agreement, instrument or act which it
      may
      deem desirable for any of the purposes of this Pledge Agreement; provided that
      the Pledgee shall not exercise such power unless the security constituted by
      this Pledge Agreement shall have become enforceable.  The Pledgee
      shall have full power to delegate this power of attorney but no such delegation
      shall preclude the subsequent exercise of such power by the Pledgee itself
      or
      preclude the Pledgee from subsequent delegation to some other person and any
      delegation may be revoked by the Pledgee at any time.

     

    16.  No
      Waiver; Remedies Cumulative and Exclusive.  The Pledgee shall not
      by any act, delay, omission or otherwise be deemed to have waived any of its
      rights or remedies hereunder, and no waiver shall be valid unless in writing,
      signed by the Pledgee, and then only to the extent therein set
      forth.  A waiver by the Pledgee of any right or remedy hereunder on
      any one occasion shall not be construed as a bar to any right or remedy which
      the Pledgee would otherwise have had on any future occasion.  No
      failure to exercise nor any delay in exercising on the part of the Pledgee,
      any
      right, power or privilege hereunder shall operate as a waiver thereof; nor
      shall
      any single or partial exercise of any right, power or privilege hereunder
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege.  The rights and remedies hereunder provided
      are cumulative and may be exercised singly or concurrently, and are exclusive
      of
      any rights and remedies provided by law.

     

    17.  Changes
      in Writing; Successors and Assigns.  None of the terms or
      provisions of this Pledge Agreement may be waived, altered, modified or amended
      except by an instrument in writing, duly executed by the Pledgee (with the
      written consent of the Majority Lenders).  This Pledge Agreement and
      all obligations of the Pledgor hereunder shall be binding upon the successors
      and assigns of the Pledgor and shall, together with the rights and remedies
      of
      the Pledgee hereunder, inure to the benefit of the Pledgee, and its respective
      successors and assigns.

     

    18.  Notices.
      Every notice or demand under this Assignment shall be in writing (including
      prepaid overnight courier, facsimile transmission or similar
      writing).  Every notice or demand shall be sent as
      follows:

     

    If
      to the
      Pledgor:

     

    GENCO
      SHIPPING & TRADING LIMITED

    299
      Park
      Avenue, 20th Floor

     

    
       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

     

    
      New
        York,
        New York 10171

      Facsimile
        No.:  646-443-8551

    

     

    If
      to the
      Pledgee:

     

    DNB
      NOR
      BANK ASA

    Grand
      Cayman Branch

    Bank
      of
      Butterfield International (Cayman) Ltd

    Butterfield
      House

    68
      Fort
      Street

    P.O.
      Box
      705GT

    George
      Town, Grand Cayman

    British
      West Indies

    


    With
      copy
      to

    DNB
      NOR
      BANK ASA

    200
      Park
      Avenue, 31st Floor

    New
      York,
      New York 10166-0396

    Attn:  Nikolai
      A. Nachamkin/Cathleen Buckley

    nikolai.nachamkin@dnbnor.no

    cathleen.buckley@dnbnor.no

    


    Telephone
      No.  212-681-3800

    Facsimile
      No.  212-681-3900

    


    Each
      such
      notice, request or other communication shall be effective (i) if given by
      facsimile, when such facsimile is transmitted to the telecopy number specified
      in this Section and telephonic confirmation of receipt thereof is obtained
      or
      (ii) if given by mail, prepaid overnight courier or any other means, when
      received at the address specified in this Section or when delivery at such
      address is refused.

     

    19.  Governing
      Law.  This Pledge Agreement shall be governed by and construed in
      accordance with the laws of the State of New York without regard to the
      principles of conflicts of law thereof.

     

    20.  Submission
      to Jurisdiction.  The Pledgor hereby irrevocably submits to the
      jurisdiction of the courts of the State of New York and of the United States
      District Court for the Southern District of New York in any action or proceeding
      brought against it by any of the Creditors under this Pledge Agreement or under
      any document delivered hereunder and hereby irrevocably agrees that valid
      service of summons or other legal process on it may be effected by serving
      a
      copy of the summons and other legal process in any such action or proceeding
      on
      the Pledgor by mailing or delivering the same by hand to the Pledgor at
the
      address indicated for notices in Section 18.  The service, as
      herein provided, of such summons or other legal process in any such action
      or
      proceeding shall be deemed personal service and accepted by the Pledgor as
      such,
      and shall be legal and binding upon the Pledgor for all the purposes of any
      such
      action or proceeding.  Final judgment (a certified or exemplified copy
      of which shall be conclusive evidence of the fact and of the amount of any
      indebtedness of the Pledgor to the Creditors)

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

     

    against
      the Pledgor in any such legal action or proceeding shall be conclusive and
      may
      be enforced in other jurisdictions by suit on the judgment.  The
      Pledgor will advise the Pledgee promptly of any change of address for the
      purpose of service of process.  Notwithstanding anything herein to the
      contrary, the Creditors may bring any legal action or proceeding in any other
      appropriate jurisdiction.

     

    21.  WAIVER
      OF JURY TRIAL.  EACH OF THE PLEDGOR AND THE PLEDGEE HEREBY WAIVES
      TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY
      HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR
      IN
      ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT.

     

    22.  Severability.  If
      any provision hereof is invalid and unenforceable in any jurisdiction, then,
      to
      the fullest extent permitted by law, (i) the other provisions hereof shall
      remain in full force and effect in such jurisdiction and shall be liberally
      construed in favor of the Pledgee in order to carry out the intentions of the
      parties hereto as nearly as may be possible; and (ii) the invalidity and
      unenforceability of any provision hereof in any jurisdiction shall not affect
      the validity or enforceability of such provision in any other
      jurisdiction.

     

    23.  Counterparts.  This
      Pledge Agreement may be signed in any number of counterparts, each of which
      shall be an original with the same effect as if the signatures thereto and
      hereto were upon the same instrument.

     

    24.  Headings.  In
      this Pledge Agreement, Section headings are inserted for convenience of
      reference only and shall be ignored in the interpretation of this Pledge
      Agreement.

     

     

     

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


     

     

    [THIS
      PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS whereof, the parties hereto have caused this Pledge Agreement to be
      duly
      executed the day and year first above written.

     

     

            GENCO
      SHIPPING &
TRADING LIMITED

     

    


     

            By:
/s/
      John C.
      Wobensmith

            Name:
      John C.
      Wobensmith

            Title:
      CFO

     

    


     

            DNB
      NOR BANK
      ASA,

            Grand
      Cayman Branch,
      as Security Trustee

     

    


     

            By:
/s/
      Nikolai A.
      Nachamkin

            Name:
      Nikolai A.
      Nachamkin

            Title:
      Senior Vice
      President

     

            By:
/s/
      Cathleen
      Buckley

            Name:
      Cathleen
      Buckley

            Title:
      Vice
      President

     

     

     

     

    


    


    


    11