GENCO SHIPPING & TRADING LIMITED (GNK) Files An 8-K Entry into a Material Definitive Agreement

On November 10, 2016, the Company entered into a senior secured
term loan facility (the New Facility) in an aggregate principal
amount of up to $400,000,000 with Nordea Bank Finland plc, New
York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank
SE, ABN AMRO Capital USA LLC, Crdit Agricole Corporate and
Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschft,
Crdit Industriel et Commercial, and BNP Paribas. On November 15,
2016, the proceeds under the New Facility were used to refinance
the Companys $100 Million Term Loan Facility, $253 Million Term
Loan Facility, $148 Million Credit Facility, $22 Million Term
Loan Facility, $44 Million Term Loan Facility, and 2015 Revolving
Credit Facility (the Prior Facilities), each of which facilities
are described in the Companys Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2016. The New Facility
is intended to address the Companys previously disclosed
liquidity and covenant compliance issues. In particular, the New
Facility provides for the following key terms:

Maturity on November 15, 2021.

Reduction of minimum liquidity requirement under the refinanced facilities when considered in conjunction with such requirement under the Companys other facilities to $21.5 million through December 31, 2018 (assuming a fleet of 60 vessels). Thereafter, the required amount is $28.6 million through December 31, 2019 and $42.7 million for the remaining duration of the facility (assuming a fleet of 60 vessels).

Elimination of a maximum leverage covenant from the Prior Facilities that is based on the market value of the Companys vessels.

Scheduled amortization of (i) $100,000 per quarter through December 31, 2018, (ii) from March 31, 2019 until (and including) December 31, 2020, $30 million per year (representing 50% of a 17 year average vessel age repayment profile), and (iii) $74 million on an annualized basis thereafter (representing 100% of a 17 year average vessel age repayment profile), subject to adjustment for certain prepayments.

Excess cash flow from the Companys collateral vessels under the New Facility is subject to a cash sweep.

The cash flow sweep will be 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020, and the lesser of 50% of excess cash flow or an amount that would reflect a 15 year average vessel age repayment profile thereafter; provided no prepayment under the cash sweep is required from the first $10,000,000 in aggregate of the prepayments otherwise required under the cash sweep.

No collateral maintenance testing prior to June 30, 2018 and collateral maintenance testing with gradually increasing thresholds thereafter with a threshold of 105% from June 30, 2018 to December 30, 2018, 115% from December 31, 2018 to December 30, 2020, and 135% thereafter.

The Company may establish non-recourse subsidiaries to incur indebtedness or make investments, but it will be restricted from incurring indebtedness or making investments

(other than through non-recourse subsidiaries) or paying
dividends without lender consent through December 31, 2020.

The New Facility requires the Company to sell six of its vessels,
one of which is currently under contract to be sold. The Company
had previously sold four of its vessels as contemplated under the
term sheet for the New Facility.

In addition, on November 15, 2016, the Company entered into
Supplemental Agreements with its lenders under its 2014 Term Loan
Facilities (as defined in the Companys Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2016),which,
among other things, amended the Companys collateral maintenance
covenants under the 2014 Term Loan Facilities to provide that
such covenants will not be tested through December 30, 2017 and
the minimum collateral value to loan ratio that the Company is
required to maintain will be 100% from December 31, 2017, 105%
from June 30, 2018, 115% from December 31, 2018, and 135% from
December 31, 2019. Such Supplemental Agreements also provide for
certain other amendments to the 2014 Term Loan Facilities,
including reductions in the minimum liquidity requirements
thereunder as described above for the New Facility and
restrictions on incurring indebtedness, making investments (other
than through non-recourse subsidiaries) or paying dividends,
similar to those provided for in the New Facility.

Also, on November 15, 2016, the Company entered into an Amending
and Restating Agreement which amended and restated the credit
agreement and the guarantee for its $98 Million Facility (as
defined in the Companys Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2016) (as so amended and
restated, the Restated $98 Million Facility).

The Restated $98 Million Facility provided for amendments to the
$98 Million Facility that address the Companys covenant
compliance and liquidity issues. In particular, such amendments
provide for the following:

Reduction of minimum liquidity requirement under the $98 Million Facility when considered in conjunction with such requirement under the Companys other facilities to $21.5 million through December 31, 2018 (assuming a fleet of 60 vessels), which amounts gradually increase after December 31, 2018 as noted above for the New Facility.

Netting of certain amounts against the measurement of the collateral maintenance covenant, which remains in place with a 140% value to loan threshold.

A portion of amounts required to be maintained under the minimum liquidity covenant for this facility may, under certain circumstances, be used to prepay the facility to maintain compliance with the collateral maintenance covenant.

Elimination of the original maximum leverage ratio and minimum net worth covenants.

Restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to those provided for in the New Facility.

The information regarding the Registration Rights Agreements set
forth in Item 3.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 in its entirety.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03 in its
entirety.

Item 3.02 Unregistered Sales of Equity Securities

On October 6, 2016, as previously disclosed in the Companys
Current Report on Form 8-K filed on such date, the Company
entered into stock purchase agreements effective as of October 4,
2016 (the Initial Purchase Agreements) with funds or related
entities managed by Centerbridge Partners, L.P. or its affiliates
(Centerbridge), funds or related entities managed by Strategic
Value Partners, LLC or its affiliates (SVP), and funds managed by
affiliates of Apollo Global Management, LLC (Apollo and,
collectively with Centerbridge and SVP, the Initial Investors),
representing the Companys three largest shareholders, for the
purchase of the Companys Series A Convertible Preferred Stock,
par value $0.01 per share (the Series A Preferred Stock) for an
aggregate of up to $125 million in a private placement exempt
from the registration requirements of the Securities Act of 1933,
as amended (the Securities Act). On October 27, 2016, as
previously disclosed in the Companys Current Report on Form 8-K
filed on such date, the Company entered into a stock purchase
agreement (the Additional Purchase Agreement and, together with
the Initial Purchase Agreements, the Purchase Agreements) with
certain Additional Purchase Investors (the Additional Purchase
Investors and, together with the Initial Investors, the
Investors) for the purchase of Series A Preferred Stock for an
aggregate of $38.6 million in a private placement exempt from the
registration requirements of the Securities Act. The Additional
Purchase Investors include certain of the Initial Investors and
John C. Wobensmith, the Companys President.

On November 15, 2016, to the Purchase Agreements, the Company
completed the private placement of 27,061,856 shares of Series A
Preferred Stock – 25,773,196 shares at a price per share of
$4.85, and an additional 1,288,660 shares of Series A Preferred
Stock issued on a pro rata basis to the Initial Investors to the
Initial Purchase Agreement as a commitment fee in respect of the
Initial Investors commitment to purchase additional shares if
they were not sold to the Additional Purchase Agreement (the
Commitment Fee). The aggregate purchase price for the Series A
Preferred Stock sold to the Purchase Agreements was $125 million.

The Series A Preferred Stock sold to the Purchase Agreements will
be automatically and mandatorily convertible into the Companys
common stock, par value $0.01 per share, upon approval by the
Companys shareholders such conversion. The Series A Preferred
Stock may not be converted without such shareholder approval. The
purchase price and the other terms and conditions of the
transaction were established in arms length negotiations between
a special committee of the board of directors of the Company (the
Special Committee) and the Investors. The Special Committee
unanimously approved the transaction.

to the terms of the Purchase Agreements, the Company has entered
into Registration Rights Agreements with the Investors (the
Registration Rights Agreements). The Registration Rights
Agreements require, among other things, that we file one or more
resale registration statements, registering under the Securities
Act the offer and sale of all of the common stock issued or to be
issued to the Investors upon conversion of the Series A Preferred
Stock.

The offering, issuance, and distribution of the Series A
Preferred Stock, and the common stock of the Company issuable
upon the conversion of the Series A Preferred Stock, were and are
exempt from the registration requirements of section 5 of the
Securities Act, and such shares of Series A Preferred Stock and
common stock (if issued) will be issued to the Investors, each of
whom has represented that it is an accredited investor, as
defined in Regulation D under the Securities Act, to Section
4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03 in its
entirety.

Item 5.03 Amendments to Certificate of Incorporation and Bylaws;
Change in Fiscal Year.

On November 14, 2016, in accordance with the terms of the
Purchase Agreements (as defined below), the Company filed a
Certificate of Designations of Rights, Preferences and Privileges
of Series A Preferred Stock (the Certificate of Designations)
with the Registrar of Corporations of the Republic of the
Marshall Islands. The Series A Preferred Stock has a liquidation
preference of $4.85 per share and will mandatorily convert into
27,061,856 shares of the Companys common stock (subject to
adjustment) at a conversion price of $4.85 per share, subject to
certain adjustments, upon receipt of approval of the issuance of
shares of common stock upon conversion of the Series A Preferred
Stock by the Companys shareholders. Commencing on the 180th day
after issuance of the Series A Preferred Stock, holders of the
Series A Preferred Stock will be entitled to cumulative dividends
at a rate of 6% per share on the liquidation preference unless
any such dividends are not permitted by law or the terms of any
loan agreement, credit agreement, guaranty, or related agreement.
In such a case, the dividends will be deferred until conversion
of the Series A Preferred Stock. Upon conversion of the Series A
Preferred Stock, its holders will be entitled to receive the
amount of any unpaid deferred dividends in cash or shares of
common stock based on the conversion price then in effect.

The foregoing description of the Certificate of Designations is
qualified in its entirety by reference to the full text of
Certificate of Designations, a copy of which is attached hereto
as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1	Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping Trading Limited, dated as of November 14, 2016.