AMENDMENT NO. 2 TO UP TO $148,000,000 SENIOR SECURED CREDIT AGREEMENT Dated as of December 31, 2014, among BALTIC TRADING LIMITED as Borrower, AND THE VARIOUS LENDERS LISTED ON SCHEDULE I THERETO, as Lenders, AND NORDEA BANK FINLAND PLC, NEW YORK...

Exhibit 10.1

EXECUTION COPY

---

AMENDMENT NO. 2

TO

UP TO $148,000,000 SENIOR SECURED CREDIT AGREEMENT

Dated as of December 31, 2014,

among

BALTIC TRADING LIMITED

as Borrower,

AND

THE VARIOUS LENDERS LISTED ON SCHEDULE I THERETO,

as Lenders,

AND

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

as Administrative Agent and as Security Agent

AND

NORDEA BANK FINLAND PLC, NEW YORK BRANCH and SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL)

as Mandated Lead Arrangers

AND

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

as Bookrunner

---

 

Dated as of August 3, 2015

---

THIS AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is dated as of August 3, 2015, by and among (1) BALTIC TRADING LIMITED, a company incorporated under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the “Borrower”), (2) the Lenders party hereto from time to time (the “Lenders”), (3) NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”) and SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL), as Mandated Lead Arrangers (the “Lead Arrangers”),(4) NORDEA, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Security Agent under the Security Documents (in such capacity, the “Security Agent”), and (5) NORDEA, as bookrunner (the “Bookrunner”), and amends and is supplemental to the Senior Secured Credit Agreement, dated as of December 31, 2014, entered into by and among the Borrower, the Lenders, the Lead Arrangers, the Administrative Agent, the Security Agent and the Bookrunner (as amended prior to the date hereof, the “Original Agreement” and as further amended hereby, the “Credit Agreement”).

W I T N E S S E T H   T H A T:

WHEREAS, the Borrower wishes to effect certain changes to the Credit Agreement;

WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to consent to the amendments to the Original Agreement as provided for herein;

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:

(a)

All references to “this Agreement” shall be deemed to refer to the Original Agreement, as amended hereby;

---

(b)

Section 1 of the Original Agreement is hereby amended by amending and restating the following definitions:

“Collateral Vessel” shall mean (a) each Term Loan Vessel, (b) each Revolving Loan Vessel and (c) such other vessel posted as Additional Collateral (such vessel, an “Additional Vessel”); provided, that for the purposes of Sections 4.02(c) and 8.07(a), an Additional Vessel shall not be deemed a Collateral Vessel; provided, further, that Schedule VI is automatically updated to include any Additional Vessel without any further action on the part of the Administrative Agent.

“Subsidiary Guarantor” shall mean each wholly-owned direct and indirect Subsidiary of the Borrower or Genco that owns, directly or indirectly, any Collateral Vessel, on a joint and several basis, each such Subsidiary to be party to the Guaranty or execute a counterpart thereof after the Closing Date.

(c)

Section 1 of the Original Agreement is hereby amended by adding the following definitions in the correct alphabetical order:

“Additional Vessel” shall have the meaning provided in the definition of “Collateral Vessel”.

“Additional Vessel Release Conditions” mean, with respect to the release of any Additional Vessel, the following:

(d)

Section 8.07(d) of the Original Agreement is hereby amended by deleting the period at the end thereof and inserting the following:

provided, further, that the Collateral Agent shall (and the Lenders hereby authorize the Collateral Agent to), upon the request of the Borrower, release any Additional Vessel from the Collateral and terminate the related Security Documents (including the Guaranty) if the Additional Vessel Release Conditions shall have been satisfied.

(e)

Section 8.18 of the Original Agreement is hereby amended by adding in the proviso thereof immediately after the phrase “a Subsidiary of the Borrower” the following:

or a Subsidiary Guarantor (it being understood and agreed that in the cases of Sections 7.13(a), 8.03(a) and 8.10(iv) and clause (a) of the definition of “Change of

---

Control”, as such clauses apply to any Subsidiary of Genco in its capacity as a Subsidiary Guarantor, the word “Borrower” shall be read to mean Genco)

(a)

This Amendment.  The Borrower shall have duly executed and delivered this Amendment to the Administrative Agent.

(b)

Corporate Authority.  The Administrative Agent shall have received the following documents in form and substance satisfactory to the Administrative Agent and its legal advisers:

(c)

Officer’s Certificate.  The Borrower shall provide to the Administrative Agent an officer’s certificate certifying as to the matters set forth in Sections 2 and 3 of this Amendment.

(d)

Interest, Fees and Expenses Paid.  The Administrative Agent shall have received payment in full of all interest, fees and expenses (including reasonable legal fees) due under or in connection to the Original Agreement and this Amendment.

---

[Signature Page Follows]

---

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.

---

 

	SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL), as Mandated Lead Arranger and as Lender
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇		/s/ Magnus Arve
		Name: ▇▇▇▇▇▇ ▇▇▇		▇▇▇▇▇▇ ▇▇▇▇
		Title: Head of Investment Banking		Senior Legal Counsel