kl08008_ex10-1.htm


    
      

    

     

    Exhibit 10.1

     

    
 

    AMENDMENT
AND SUPPLEMENT NO. 3 TO

    SENIOR
SECURED CREDIT AGREEMENT

     

    THIS
AMENDMENT AND SUPPLEMENT NO. 3 TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made as of June
18, 2008, by and among (1) GENCO SHIPPING & TRADING LIMITED, a
corporation organized and existing under the laws of the Republic of Marshall
Islands (the “Borrower”), (2) the banks
and financial institutions acceptable to the Borrower and Mandated Lead Arranger
(as defined below) as are signatories hereto, as lenders (the “Lenders”), and (3) DnB
NOR BANK ASA, acting through its New York branch (“DnB”) as Administrative Agent
(in such capacity, the “Administrative Agent”),
mandated lead arranger (in such capacity, the “Mandated Lead Arranger”), as
bookrunner (in such capacity, the “Bookrunner”), as security
trustee and as collateral agent under the Security Documents (in such capacity,
the “Collateral Agent”)
and amends and is supplemental to the Senior Secured Credit Agreement dated as
of July 20, 2007, as amended by that certain Amendment and Supplement No. 1
to the Senior Secured Credit Agreement dated as of September 21, 2007, and as
amended by that certain Amendment and Supplement No. 2 to the Senior Secured
Credit Agreement dated as of February 13, 2008 (the “Credit Agreement”), made by
and among the parties. All capitalized terms used herein and defined in Section
13 of the Credit Agreement are used as therein defined.

     

    W I T N E S S E T
H:

     

    WHEREAS,
pursuant to the Credit Agreement, the Lenders made available to the Borrower a
senior secured credit facility in the amount of US$1,377,000,000 (the “Facility”);

     

    WHEREAS,
pursuant to the Credit Agreement, the Borrower requested and the Lenders agreed
to make available certain Additional Vessel Deposits the proceeds of which were
to be used in making deposits for the purchase of various Additional Vessels by
Subsidiary Guarantors pursuant to the relevant Purchase Contracts;

     

    WHEREAS,
the Borrower has requested and the Majority Lenders have agreed in principle to
permit voluntary prepayment of any Additional Vessel Deposits;

     

    WHEREAS,
in consideration of the Borrower making voluntary prepayment of any Additional
Vessel Deposits, the Majority Lenders have agreed to terminate each and all of
the security interests granted by any Subsidiary Guarantor in favor of the
Collateral Agent in respect of the Vessels for which such Additional Vessel
Deposits were originally made available;

     

    WHEREAS,
the Credit Agreement currently does not provide for instances where it may be
necessary to permit the Borrower to voluntarily prepay Additional Vessel
Deposits and the Borrower and Lenders wish to amend the Credit Agreement to
provide the terms and conditions for repayment of such Additional Vessel
Deposits; and

     

    WHEREAS,
the Lenders and the Borrower have agreed to certain other amendments to the
Credit Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    NOW,
THEREFORE, in consideration of the premises and such other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by the
parties, it is hereby agreed as follows:

     

    1. Definitions.  Unless
otherwise defined herein, words and expressions defined in the Credit Agreement
have the same meanings when used herein, including in the recitals
hereto.

     

    2. Representations and
Warranties.  The Borrower hereby reaffirms, as of the date
hereof, each and every representation and warranty made thereby in the Credit
Agreement, the Note and the Security Documents (updated mutatis
mutandis).

     

    3. No
Defaults.  The Borrower hereby represents and warrants that as
of the date hereof no Event of Default or event which, with the passage of time,
giving of notice or both would become an Event of Default, has
occurred.

     

    4. Performance of
Covenants.  The Borrower hereby reaffirms that it has duly
performed and observed the covenants and undertakings set forth in the Credit
Agreement, the Note and the Security Documents, on its part to be performed, and
the Borrower covenants and undertakes to continue duly to perform and observe
such covenants and undertakings so long as the Credit Agreement, as the same is
amended hereby and may hereafter be amended or supplemented, shall remain in
effect.

     

    5. Amendments to the Credit
Agreement.  Subject to the terms and conditions of this
Amendment, the Credit Agreement is hereby amended and supplemented as
follows:

     

    (a) All
references to “this Agreement” shall be deemed to refer to the Credit Agreement,
as further amended and supplemented hereby.

     

    (b) The
following subsection (v) shall be added to Section 4.01 of the Credit
Agreement:

     

    “(v)           the
Borrower may, upon three Business Days’ written notice to the Administrative
Agent at its Notice Office, which notice the Administrative Agent shall promptly
transmit to each of the Lenders, prepay the full amount of any Additional Vessel
Deposit, together with accrued and unpaid interest thereon and other amounts
owing to the Lenders with respect thereto; provided that, all other and
subsequent Vessel Acquisition Loans in respect of the Vessel for which the
proceeds of the Additional Vessel Deposit were made available are also prepaid
in full, together with accrued and unpaid interest  and other amounts
owing to the Lenders in respect of such Vessel Acquisition Loans, on the same
date as the repayment of the Additional Vessel Deposit; and, provided further, that upon
written confirmation by the Administrative Agent to the Lenders that such
prepayment of the Additional Vessel Deposit and any subsequent Vessel
Acquisition Loans in respect of the relevant Vessel have been

     

     

     

     

    
      
        
        

      

      
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    completed,
the Collateral Agent shall terminate any and all security interests and
guarantees granted by the Borrower or any Subsidiary Guarantor in favor of the
Collateral Agent in respect of such Additional Vessel Deposit or subsequent
Vessel Acquisition Loans in respect of the Vessel; and”.

    


    (c) Section
4.01(v) of the Credit Agreement shall be renumbered accordingly as subsection
(vi).

     

    6. Fees and
Expenses.  The Borrower shall pay promptly to the each of the
Agents all reasonable legal fees of the Agents in connection with the
preparation and execution of this Amendment.

     

    7. No Other
Amendment.  All other terms and conditions of the Credit
Agreement shall remain in full force and effect and the Credit Agreement shall
be read and construed as if the terms of this Amendment were included therein by
way of addition or substitution, as the case may be.

     

    8. Other
Documents.  By the execution and delivery of this Amendment,
each of the parties hereby consents and agrees that all references in the Note
and the Security Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended and supplemented by this
Amendment.  By the execution and delivery of this Amendment, the
Borrower hereby consents and agrees that the Security Documents and any other
documents that have been or may be executed as security for the Facility and any
of its obligations under the Credit Agreement, the Note or any Security Document
shall remain in full force and effect notwithstanding the amendments
contemplated hereby.

     

    9. Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

    10. Further
Assurances.  The Borrower hereby consents and agrees that if
this Amendment or any of the Security Documents shall at any time be deemed by
the Lenders for any reason insufficient in whole or in part to carry out the
true intent and spirit hereof or thereof, it will execute or cause to be
executed such other and further assurances and documents as in the reasonable
opinion of the Lenders may be reasonably required in order more effectively to
accomplish the purposes of this Amendment or any of the Security
Documents.

     

    11. Counterparts.  This
Amendment may be executed in as many counterparts as may be deemed necessary or
convenient, and by the different parties hereto on separate counterparts each of
which, when so executed, shall be deemed to be an original but all such
counterparts shall constitute but one and the same agreement.

     

    12. Headings;
Amendment.  In this Amendment, section headings are inserted
for convenience of reference only and shall be ignored in the interpretation of
this Amendment.  This Amendment cannot be amended other than by
written agreement signed by the parties hereto.

     

     

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment by its
duly authorized representative on the day and year first above
written.

     

                    BORROWER:

    


                    GENCO SHIPPING &
TRADING 

                                                            LIMITED, as
Borrower
                    

    


                    By /s/ John C.
Wobensmith            


                     Name: John C.
Wobensmith

                     Title:  
CFO

    


                                                            Address:


                    299 Park Avenue, 20th
floor

                    New York, NY
10171

                    Telephone:(646)
443-8550

                    Facsimile:  (646)
443-8551

     

    
 

     

     

    



    
      
         


      

      
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                LENDERS:

    


                DNB NOR BANK ASA, NEW
YORK 

                BRANCH, as
Administrative Agent,

                Collateral Agent,
Mandated Lead Arranger, 

                Bookrunner and a
Lender

    


    


                By /s/ Nikolai A.
Nachamkin

                  Name: Nikolai
A. Nachamkin

                 
Title:   Senior Vice President


    


    


                By /s/ Cathleen
Buckley                                                                

                  Name: Cathleen
Buckley

                 
Title:   Vice President

     

     

     

     


    
      
         


      

      
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                BANK OF SCOTLAND
PLC,

                as a
Lender

     

                By /s/ M.J.
Stevens             


                                                        
Name:  M.J. Stevens

                                                        
Title:  Director

     

     

                                                       
By___________________

                                                         Name:

                                                         Title:

     

     

     

     


    
      
         


      

      
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            ALLIANCE &
LEICESTER 

            COMMERCIAL FINANCE
PLC,

           
as a Lender

     

            By /s/ Chris
Jones              
                                                      

                      Name: Chris
Jones

             
Title:  Director, Corporate & 

                     Structured
Finance

     

           
By /s/ Paul
Hickford            


              Name: Paul
Hickford

              Title:   Head of
Syndicated &

              Leveraged
Finance

     

     

     

     

    
 

    
      
         


      

      
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                CREDIT INDUSTRIEL ET


                COMMERCIAL, NEW YORK
BRANCH,

                as a
Lender

     

                By /s/ Alex
Aupoix             


              Name:
Alex Aupoix

                  Title:  
Vice President

     

                By /s/ Adrienne
Molloy      

              Name:
Adrienne Molloy

              Title:  
Vice President

     

     

     

     

     

     

     

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