(a)

this Consent Letter shall have been executed and delivered by the Borrower and the Required Lenders; and

(b)

on the Effective Date, immediately after giving effect to this Consent Letter (i) all representations and warranties contained in the Credit Agreement or in any other Credit Document shall be true and correct in all material respects both after giving effect to this Consent Letter with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as

(a)

The Borrower has the corporate power and authority to execute and deliver this Consent Letter and perform the terms and provisions of this Consent Letter and the Credit Agreement, as modified hereby, and has taken or will take in due course all necessary corporate or other applicable action to authorize the execution and delivery by it of this Consent Letter and the performance by it of the Consent Letter and the Credit Agreement, as modified hereby.

(b)

The Borrower has duly executed and delivered this Consent Letter, and each of this Consent Letter and the Credit Agreement, as modified hereby, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c)

Neither the execution or delivery by the Borrower of this Consent Letter or the performance by the Borrower of this Consent Letter or the Credit Agreement, as modified hereby, nor compliance by it with the terms and provisions hereof or thereof, will (i) contravene any material provision of any applicable law, statute, rule or regulation or any applicable order, judgment, writ, injunction or decree of any court or governmental instrumentality, (ii) violate, conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except Permitted Liens) upon any of the material properties or assets of the Borrower and its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which any of the Borrower and its Subsidiaries is a party or by which it or any of its material property or assets is bound or to which it may be subject, (iii) violate any provision of the Organizational Documents of any of the Borrower and its Subsidiaries or (iv) violate any provision of the Credit Documents, as modified hereby.

(d)

No order, consent, approval, license, authorization or validation of, or filing, recording or registration with or exemption by, any Governmental Authority or public body, or any subdivision thereof, is required to

(e)

No Default or Event of Default has occurred and is continuing.

Very truly yours,

GENCO SHIPPING & TRADING LIMITED

By:

/s/ Apostolos Zafolias

Name:

Apostolos Zafolias

Title:

Chief Financial Officer

Accepted and agreed:

NORDEA BANK AB (PUBL), NEW YORK BRANCH,

as Administrative Agent, Security Agent and a Lender

By:

/s/ Erik Havnvik

Name:

Erik Havnvik

Title:

First Vice President

By:

/s/ Martin Lunder

Name:

Martin Lunder

Title:

Senior Vice President

SKANDINAVIKSA ENSKILDA BANKEN AB (PUBL), as a Lender

By:

/s/ Arne Juell-Skielse

Name:

Arne Juell-Skielse

Title:

By:

/s/ Magnus Rundgren

Name:

Magnus Rundgren

Title:

DVB BANK SE, as a Lender

By:

/s/ E.C. Gruner-Hegge

Name:

E.C. Gruner-Hegge

Title:

Senior Vice President

By:

/s/ Andrea Strullato

Name:

Andrea Stullato

Title:

Senior Vice President

ABN AMRO CAPITAL USA LLC, as a Lender

By:

/s/ Francis Birkeland

Name:

Francis Birkeland

Title:

Managing Director

By:

/s/ Urvashi Zutshi

Name:

Urvashi Zutshi

Title:

Managing Director

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By:

/s/ Yannick Le Gourieres

Name:

Yannick LE GOURIERES

Title:

Director

By:

/s/ Irina Benimovich

Name:

Irina Benimovich

Title:

Senior Associate

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT, as a Lender

By:

/s/ Bastian Duehmert

Name:

Bastian DUEHMERT

Title:

Director

By:

/s/ Andreas Twardzik

Name:

Andreas TWARDZIK

Title:

Vice President

CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender

By:

/s/ Andrew McKuln

Name:

Andrew McKuln

Title:

Managing Director

By:

/s/ Adrienne Molloy

Name:

Adrienne Molloy

Title:

Managing Director

BNP PARIBAS., as a Lender

By:

/s/ E. Dulcire

Name:

E. Dulcire

Title:

Director

By:

/s/ Pierre Frachon

Name:

Pierre FRACHON

Title:

Director