First Amendment to Equity Commitment Agreement among the Company, certain of its subsidiaries named therein and the Amending Creditors party thereto, dated as of May 27, 2014

This FIRST AMENDMENT TO EQUITY COMMITMENT AGREEMENT (this “Amendment”) is made and entered into as of May 27, 2014, by and among Genco Shipping & Trading Limited (“Genco”) and its undersigned subsidiaries (together with Genco, the “Company Parties”) and the undersigned Commitment Parties (collectively, the “Amending Creditors” and, together with the Company Parties, the “Amendment Parties”).

WHEREAS, reference is made to the Equity Commitment Agreement, dated as of April 16, 2014 (the “Existing ECA”) by and among the Company Parties and the Commitment Parties;

WHEREAS, the Company Parties and the Commitment Parties entered into the Existing ECA in connection with the Restructuring Support Agreement, effective as of April 3, 2014 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”);

WHEREAS, the Restructuring Support Agreement  and Existing ECA contemplate a Restructuring of the Company Parties to be implemented through a prepackaged chapter 11 plan consistent with the terms and conditions of the Restructuring Support Agreement and the Restructuring Term Sheet attached thereto (such chapter 11 plan of reorganization, the “Plan”);

WHEREAS, in accordance with the Restructuring Support Agreement and the Existing ECA, on April 21, 2014, each of the Company Parties filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

WHEREAS, on April 25, 2014, the Bankruptcy Court entered an Order in the Company Parties’ chapter 11 cases [Docket No. 47] approving the Company Parties’ assumption of the Restructuring Support Agreement pursuant to section 365(a) of the Bankruptcy Code; and

WHEREAS, on May 23, 2014, the Bankruptcy Court ordered a schedule for confirmation of the Plan (the “Confirmation Schedule”); and

WHEREAS, the Amending Creditors and the Company Parties wish to amend or restate the Existing ECA;

NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows:

1.

Capitalized Terms.  Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Existing ECA or Restructuring Support Agreement, as applicable.

2.

Amendment.

a.

The first Whereas clause of the Existing ECA is amended by adding the words “as amended, supplemented, or modified” before the defined term “Restructuring Support Agreement”.

b.

Section 1.1 of the Existing ECA is amended by inserting the words “as may be amended in accordance with the terms thereof” after the words “Plan Solicitation Order” in the defined term “Rights Offering Procedures”.

c.

Section 9.4 of the Existing ECA  is hereby amended by replacing the words “sixty (60)” with “eighty (80)”.

3.

Amending Creditors’ Representations and Warranties. Each undersigned Amending Creditor, severally but not jointly, represents, warrants, and acknowledges as follows:

a.

Authority and Validity.  (i) Such Amending Creditor has the power and authority to execute, deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by such Amending Creditor under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Amending Creditor, and (iii) this Amendment has been duly executed and delivered by the Amending Creditor and constitutes the legal, valid, and binding agreement of such Amending Creditor and is enforceable against such Amending Creditor in accordance with its terms.

b.

Title.  Such Amending Creditor is the legal or beneficial holder of, and has all necessary authority (including authority to bind any other legal or beneficial holder) with respect to the debt outstanding under the Debt Instruments in the aggregate principal amount set forth in Exhibit A (and in the case of a nominee, it has due and proper authorization to act on behalf of, and to bind, the beneficial owner of such Debt Instruments), and that its interests in such Debt Instruments are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrances of any kind that would adversely affect in any way such Amending Creditor’s performance of its obligations contained in the Existing ECA and this Amendment at the time such obligations are required to be performed; and

c.

Commitment Party.  Such Amending Creditor is a Commitment Party to the Existing ECA (whether as an original signatory thereto or by subsequent execution and delivery of a writing in accordance with section 2.6(b) or 2.6(c) of the Existing ECA).

4.

Company Parties’ Representations and Warranties.  Each of the Company Parties hereby represents, warrants, and acknowledges that (i) it has the power and authority to execute,

deliver, and perform its obligations under this Amendment, and to consummate the transactions contemplated herein, (ii) the execution, delivery, and performance by the Company Parties under this Amendment and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the applicable Company Parties, and (iii) this Amendment has been duly executed and delivered by the applicable Company Parties and constitutes the legal, valid, and binding agreement of such Company Parties and is enforceable against the Company Parties in accordance with its terms.

5.

Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

6.

Amendment Effectiveness.  The amendment of the Existing ECA pursuant to this Amendment shall become effective as to each of the Company Parties and each of the Commitment Parties as of the date on which all of the Commitment Parties shall have executed and delivered to the Company a counterpart signature page hereto, provided, that such execution and delivery occurs no later than 11:59 p.m., New York City time, on May 28, 2014 (the “Amendment Deadline”).  In the event that, at or prior to the Amendment Deadline, less than all of the Commitment Parties shall have executed and delivered to the Company counterpart signature pages hereto, then automatically and without the need for any notice or other action by any Person, upon the Amendment Deadline:  (a) the Existing ECA shall be terminated pursuant to Section 9.1(a) of the Existing ECA, and (b) the Company Parties and each of the Amending Creditors shall be deemed to have entered into a new Equity Commitment Agreement, dated as of the first calendar day after the Amendment Deadline, which new Equity Commitment Agreement shall be identical in all respects to the Existing ECA, except with the amendments set forth above and with Schedule 2 and Schedule 3 revised to only reflect the holdings and equity commitment percentages of the Amending Creditors, and shall be binding on each of the Company Parties and the Amending Creditors as if each of the Company Parties and the Amending Creditors had executed and delivered a counterpart signature page thereto.

7.

Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.  The signatures of all of the Amending Parties need not appear on the same counterpart. Delivery of an executed signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed signature page of this Amendment.

8.

No Waiver.  The execution, delivery and effectiveness hereof shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Parties under the Existing ECA.

IN WITNESS WHEREOF, the Amending Parties have caused this FIRST AMENDMENT TO EQUITY COMMITMENT AGREEMENT to be duly executed as of the date above written.