Genco Shipping & Trading LTD Sample Contracts

CREDIT AGREEMENT
Credit Agreement • August 11th, 2005 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight
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UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

Baltic Trading Limited, a Marshall Islands corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Dahlman Rose & Company, LLC (“Dahlman Rose”) (together, the “Representatives”) are acting as representatives 16,300,000 shares of its Common Stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,445,000 shares of its Common Stock, par value $0.01 per share (the “Additional Shares”) if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, par value $0.01 per share of the Company to be outs

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Genco Shipping & Trading Limited Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • August 8th, 2023 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

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Director Restricted Stock Grant Agreement
Director Restricted Stock Grant Agreement • April 7th, 2014 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited 2012 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

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Genco Shipping & Trading Limited Executive Officer Restricted Stock Grant Agreement
Officer Restricted Stock Grant Agreement • May 10th, 2016 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS AGREEMENT, made as of February 17, 2016, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

REGISTRATION RIGHTS AGREEMENT is dated as of March 15, 2010 and is by and between BALTIC TRADING LIMITED, a Marshall Islands corporation (the “Company”), and GENCO INVESTMENTS LLC, a Marshall Islands limited liability company (the “Stockholder”).

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GENCO SHIPPING & TRADING LIMITED INDENTURE DATED AS OF [ ], 20___ as Trustee
Indenture • July 16th, 2021 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

INDENTURE dated as of [ ], 20___ between GENCO SHIPPING & TRADING LIMITED, a Marshall Islands corporation (the “Company”), and [ ], as trustee (the “Trustee”).

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WARRANT AGREEMENT
Warrant Agreement • July 15th, 2014 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 9th day of July, 2014 between Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”).

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2015 EQUITY INCENTIVE PLAN
Award Agreement • February 27th, 2024 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, this Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of the Grant Date specified above, is entered into by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and the Participant specified above, pursuant to the Genco Shipping & Trading Limited 2015 Equity Incentive Plan (the “Plan”); and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 18th, 2005 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

REGISTRATION RIGHTS AGREEMENT dated as of July , 2005, by and among GENCO SHIPPING & TRADING LIMITED, a Marshall Islands company (the “Company”), and FLEET ACQUISITION LLC, a Marshall Islands Company (the “Stockholder”).

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of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Dated: 19th of February 2010 Revised 1966, 1983 and 1986/87
Genco Shipping & Trading LTD • February 25th, 2010 • Deep sea foreign transportation of freight • London

Borak Shipping Ltd., Malta hereinafter called the Sellers, have agreed to sell, and Baltic Trading Limited or nominee, who’s performance always to be guaranteed by Baltic Trading Limited hereinafter called the Buyers, have agreed to buy

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SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • April 12th, 2007 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company's common stock and before that Acquiring Person acquires more than 50% of the company's outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company's common stock.

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Genco Shipping & Trading Limited Executive Officer Restricted Stock Grant Agreement
Officer Restricted Stock Grant Agreement • March 1st, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS AGREEMENT, made as of December 27, 2009, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Robert Gerald Buchanan (the “Participant”).

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PURCHASE AGREEMENT
Purchase Agreement • November 4th, 2016 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

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”).

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Genco Shipping & Trading Limited Restricted Stock Grant Agreement
Restricted Stock Grant Agreement • November 17th, 2014 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS AGREEMENT, made as of August 7, 2014, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Peter C. Georgiopoulos (the “Participant”).

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Genco Shipping & Trading Limited Executive Officer Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • August 8th, 2023 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS AGREEMENT, made as of April 14, 2023, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).

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Genco Shipping & Trading Limited Director Restricted Stock Grant Agreement
Restricted Stock Grant Agreement • March 1st, 2013 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited 2005 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

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Contract
Memorandum of Agreement • July 21st, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO)in 1956.

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Genco Shipping & Trading Limited Performance PRSU Grant Agreement
Performance Prsu Grant Agreement • August 8th, 2023 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

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Contract
Memorandum of Agreement • February 25th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 3, 2010, is entered into by and between Baltic Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”) and Genco Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (“Purchaser”).

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SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • March 9th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2010, by and between Baltic Trading Limited, a Marshall Islands corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

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ABN AMRO Capital USA LLC 17th Floor New York NY 10017, USA
Genco Shipping & Trading LTD • November 4th, 2016 • Deep sea foreign transportation of freight

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

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MANAGEMENT AGREEMENT
Management Agreement • March 15th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS MANAGEMENT AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is dated as of March 15, 2010 and is by and between Baltic Trading Limited, a Marshall Islands corporation (the “Company”), and Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco” or the “Manager”).

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Contract
Memorandum of Agreement • July 21st, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • London

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87.

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Genco Shipping & Trading Limited Restricted Stock Grant Agreement
Restricted Stock Grant Agreement • May 10th, 2010 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

THIS AGREEMENT, made as of March 5, 2010, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Peter C. Georgiopoulos (the “Participant”).

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Genco Shipping & Trading Limited Director Restricted Stock Grant Agreement
Restricted Stock Grant Agreement • May 10th, 2007 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited 2005 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

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CREDIT AGREEMENT among FLEET ACQUISITION LLC, GENCO SHIPPING & TRADING LIMITED, VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
Credit Agreement • June 16th, 2005 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight

CREDIT AGREEMENT, dated as of December 3, 2004, among FLEET ACQUISITION LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“Holdings”), GENCO SHIPPING & TRADING LIMITED, a corporation organized under the laws of the Republic of Marshall Islands (the “Borrower”), the Lenders party hereto from time to time, CITIBANK GLOBAL MARKETS LIMITED (“CGML”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Book Runners (“NBF” and together with CGML, the “Lead Arrangers”), and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 11 are used herein as therein defined.

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Time Charter GOVERNMENT FORM
Genco Shipping & Trading LTD • July 6th, 2005 • Deep sea foreign transportation of freight

This Charter Party, made and concluded in London 30th day of November, 2004 19 Between GENCO RELIANCE LIMITED, MARSHALL ISLANDS Owners of the good Hong Kong Steamship/Motorship “TOP RELIANCE” to be renamed “GENCO RELIANCE” of of 18,036 tons gross register, and 10,227 tons net register, having engines of indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed A.B.S. at of about 39,152 cubic metres grain feet bale capacity, and about 29,952 metric tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of 9.994 feet metres inches on salt Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party, under good weather conditions about 14 knots (Laden)/14.5 knots (Ballast) o

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On the letterhead of Deutsche Bank Luxembourg S.A.]
Genco Shipping & Trading LTD • August 15th, 2014 • Deep sea foreign transportation of freight

US$253,000,000 secured loan agreement dated 20 August 2010 (as amended by a side letter dated 24 August 2010, as further amended by a waiver letter dated 20 December 2011, as amended and restated on 1 August 2012 and as further amended, supplemented or restated from time to time, 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.

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4,055,000 Shares Genco Shipping & Trading Limited Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2007 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

We have acted as special Marshall Islands counsel to Genco Shipping & Trading Limited, a non-resident domestic corporation (the “Company”) organized under the laws of the Republic of the Marshall Islands (the “RMI”), and Fleet Acquisition LLC, a non-resident domestic company organized under the laws of the RMI (the “Selling Shareholder”), in connection with (i) the sale by the Company and the Selling Shareholder of an aggregate of 4,055,000 shares of common stock (the “Firm Shares”), par value $0.01 per share, of the Company (the “Common Stock”), (ii) the possible sale by the Company and the Selling Shareholder of an additional aggregate 405,500 shares of Common Stock upon the exercise of the Underwriters’ over-allotment option (the “Additional Shares”), (iii) the Underwriting Agreement dated as of September 26, 2007 (the “Underwriting Agreement”) among the Company, the Selling Shareholder and Bear, Stearns & Co. Inc. and Jefferies & Company, Inc., as representatives of the several und

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ABN AMRO Capital USA LLC 17th Floor New York NY 10017, USA
Genco Shipping & Trading LTD • August 9th, 2016 • Deep sea foreign transportation of freight

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

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Contract
Genco Shipping & Trading LTD • March 28th, 2017 • Deep sea foreign transportation of freight

Second Supplemental Agreement to $16,800,000 Secured Loan Facility 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)

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Genco Shipping & Trading Limited Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2018 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

Genco Shipping & Trading Limited, a Marshall Islands company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [·] shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”).

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SALEFORM 1993
Memorandum of Agreement • August 8th, 2008 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • London

GENCO ____________ LLC, a Marshall Islands limited liability company fully guaranteed by Genco Shipping and Trading Limited hereinafter called the Buyers, have agreed to buy

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