kl12013_ex10-2.htm


 







 


Exhibit 10.2




 


Deutsche Bank Luxembourg


 





 


 



	
Genco Shipping & Trading Limited


Genco Lorraine Limited/Genco Pyrenees 


Limited/Genco Loire Limited/ Genco 


Bourgogne Limited/Genco Picardy 


Limited/Genco Aquitaine Limited/Genco 


Normandy Limited/ Genco Auvergne 


Limited/Genco Provence Limited /Genco 


Ardennes Limited/Genco Brittany 


Limited/Genco Languedoc Limited/Genco 


Rhone Limited


 

	
Deutsche Bank Luxembourg S.A.


International Loans & Agency Services 


Postfach 5 86


L-2015 Luxembourg


 


2, Boulevard Konrad Adenauer


L-1115 Luxembourg


 


Franz-Josef Ewerhardy


Phone: (+352) 4 21 22-552


Fax:       (+352) 4 21 22-95771


franz-josef.ewerhardy@db.com


 


24 August 2010













Dear Sirs









US$253,000,000 secured loan agreement dated 20 August 2010 (the "Loan Agreement") made between (1) Genco Shipping & Trading Limited as borrower, (2) the Lenders (as defined therein), (3) Deutsche Bank AG Filiale Deutschlandgeschäft, BNP Paribas, Credit Agricole Corporate and Investment Bank, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers, (4) yourselves as agent for the Lenders, (5) BNP Paribas, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ) as swap providers (the "Swap Providers") and (vi) Deutsche Bank AG Filiale Deutschlandgeschäft as security agent for the Lenders and the Swap Providers and as bookrunner.


 



We refer to the Loan Agreement. This Letter is supplemental to the Loan Agreement




 


Unless the context otherwise requires, all the capitalised terms used herein shall have the meanings given to them in the Loan Agreement.


 


The Account Holder has informed us that no sub-account can be created to each Account. As a consequence, the following amendments need to be made to clauses of the Loan Agreement and the Guarantees.


 


With effect from the date of this Letter:


 



	
1.

	
clause 10.4 of the Loan Agreement shall be deleted and replaced with the following clause:







 


"Deposit   The Borrower shall procure that each Collateral Owner shall deposit into the relevant Earnings Account or into the Master Account a minimum amount of seven hundred fifty thousand Dollars ($750,000) on or before the Drawdown Date of the relevant Tranche. The respective balance standing to the credit of such Earnings Account or the Master Account shall remain until 30 September 2010 and, after 30 September 2010 and at all times during the Facility Period in the Master Account to satisfy the Borrower's obligations under Clause 12.2.1 (Loan minimum liquidity)."


 



	
2.

	
clause 12.2.1 of the Loan Agreement shall be deleted and replaced with the following clause:







 


 


 




  





  











  






 


 


"Minimum liquidity   The Borrower shall procure that the Collateral Owners shall maintain minimum free cash of seven hundred fifty thousand Dollars ($750,000) per Vessel (to be deposited by the relevant Collateral Owner on or before the relevant Drawdown Date) (i) in either the relevant Earnings Account or the Master Account until 30 September 2010, and (ii) after 30 September 2010 and at all times during the remainder of the Facility Period, in the Master Account."


 



	
3.

	
clause 6.1.8 of each Guarantee shall be deleted and replaced with the following clause:







 



	
  

	
"The Guarantor shall deposit on or before the relevant Drawdown Date in respect of its Vessel, minimum free cash of seven hundred fifty thousand Dollars ($750,000) in the relevant Earnings Account or in the Master Account and the Guarantor agrees that such minimum free cash shall be maintained in such Earnings Account or the Master Account until 30 September 2010 and, after 30 September 2010 and at all times during the Facility Period in the Master Account."







 


Except as expressly amended hereby or pursuant hereto the Loan Agreement and the Security Documents shall remain in full force and effect and nothing herein contained shall relieve the Borrower or any other Security Party from any of its respective obligations under any such documents.


 


This Letter may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.


 


This Letter is expressed to be a deed and is a Finance Document.


 


 Please sign and return a copy of this letter to confirm your agreement to the above.


 


 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 faithfully


 




	
SIGNED by


as duly authorised signatory


for and on behalf of


DEUTSCHE BANK


LUXEMBOURG S.A.


(as the Agent)

	
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/s/ Franz-Joseph Ewerhardy


 


 


/s/ Sven Walther







 


Acknowledged and agreed on 24 August 2010 by:






 





	


SIGNED by James Clayton 


as duly authorised attorney-in-fact


for and on behalf of                                            







GENCO SHIPPING &


TRADING LIMITED


(as Borrower)


in the presence of: /s/ Valentina Nikiforova


 




Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH

	
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/s/ James Clayton


 


 


 


 


 


 













 


 


 


 




  





  











  






 


 


 







	


SIGNED by James Clayton


as duly authorised attorney-in-fact


for and on behalf of                                            


GENCO AQUITAINE LIMITED                                                         


GENCO ARDENNES LIMITED                                                       


GENCO AUVERGNE LIMITED                                                         


GENCO BRITTANY LIMITED                                                            


GENCO LOIRE LIMITED                                                           


GENCO LORRAINE LIMITED                                                            


GENCO NORMANDY LIMITED                                                 


GENCO PICARDY LIMITED                                                   


GENCO PYRENEES LIMITED                                                       


GENCO LANGUEDOC LIMITED                                             


GENCO RHONE LIMITED                                                         


GENCO PROVENCE LIMITED                                                   


GENCO BOURGOGNE LIMITED                              


(as Guarantors)                                                             


in the presence of: /s/ Valentina Nikiforova


 


Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH





	
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/s/ James Clayton


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 







 





	



SIGNED by Jonathan Paul Ward 

as duly authorised attorney-in-fact 

for and on behalf of 

DEUTSCHE BANK AG FILIALE 

DEUTSCHLANDGESCHÄFT 

(as a Lender, Mandated Lead Arranger 

Security Agent and Bookrunner) 

in the presence of: /s/ Valentina Nikiforova


 


Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard



London EC4M 8SH























	
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/s/ Jonathan Paul Ward




 







 






 








 




  





  











  











 


 


 



 



	


SIGNED by


as duly authorised signatories


for and on behalf of


BNP PARIBAS


(as a Lender, Mandated Lead Arranger


and Swap Provider)






 


 





	
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/s/ Guillaume Deve


-------------------------------------------------------------


Name: Guillaume Deve


    Managing Director


 


/s/ Kevin O'Hara


-------------------------------------------------------------


Name: Kevin O'Hara


    Director







 




 


 




  





  











  






 


 


 


 



	


SIGNED by Jonathan Paul Ward


as duly authorised attorney-in-fact


for and on behalf of


CREDIT AGRICOLE CORPORATE


AND INVESTMENT BANK


(as a Lender, Mandated Lead Arranger


and Swap Provider)


in the presence of: /s/ Valentina Nikiforova


 


Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH









SIGNED by Jonathan Paul Ward


as duly authorised attorney-in-fact


for and on behalf of


DVB BANK SE


(as a Lender, Mandated Lead Arranger


and Swap Provider)


in the presence of: /s/ Valentina Nikiforova







Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH





	
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/s/ Jonathan Paul Ward


 


 


 


 


 


 


 


 


 


 


 


 


 


 


/s/ Jonathan Paul Ward


 


 


 


 


 


 


 


 


 









 


 


 




  





  











  






 


 



	


SIGNED by Jonathan Paul Ward


as duly authorised attorney-in-fact


for and on behalf of


SKANDINAVISKA ENSKILDA


BANKEN AB (publ)


(as a Lender, Mandated Lead Arranger


and Swap Provider)


in the presence of: /s/ Valentina Nikiforova


 


Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH




 


SIGNED by Jonathan Paul Ward


as duly authorised attorney-in-fact


for and on behalf of 


DEUTSCHE BANK AG


(as a Swap Provider)


in the presence of: /s/ Valentina Nikiforova







Valentina Nikiforova


Paralegal


Stephenson Harwood


One St. Paul’s Churchyard


London EC4M 8SH





	
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/s/ Jonathan Paul Ward


 


 


 


 


 


 


 


 


 


 


 


 


 


 


/s/ Jonathan Paul Ward