11,000,000 Shares Baltic Trading LimitedBaltic Trading LTD • November 18th, 2013 • Deep sea foreign transportation of freight • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2010 • Baltic 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 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 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 outstanding after giving
UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2010 • Baltic 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 and Dahlman Rose & Company, LLC (the “Representatives”) are acting as representatives 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 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 outstanding after giving effect to the sales contemplated hereby are he
Baltic Trading Limited Director Restricted Stock Grant AgreementDirector Restricted Stock Grant Agreement • March 3rd, 2014 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
Baltic Trading Limited Executive Officer Restricted Stock Grant AgreementOfficer Restricted Stock Grant Agreement • February 29th, 2012 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2009 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT is dated as of , 2009 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”).
ContractBaltic Trading LTD • February 25th, 2010 • Deep sea foreign transportation of freight • London
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.
Baltic Trading Limited Restricted Stock Grant AgreementRestricted Stock Grant Agreement • March 2nd, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
THIS AGREEMENT, made as of December 18, 2014, between BALTIC TRADING LIMITED (the “Company”) and Peter C. Georgiopoulos (the “Participant”).
Baltic Trading Limited Director Restricted Stock Grant AgreementRestricted Stock Grant Agreement • March 2nd, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
MEMORANDUM OF AGREEMENT Dated: 3 June 2010 SEVENSEAS INTERNATIONAL INC. hereinafter called the Sellers, have agreed to sell, andMemorandum of Agreement • August 9th, 2010 • Baltic Trading LTD • Deep sea foreign transportation of freight • London
‘Shipbuilding Contract’ means the Shipbuilding Contract dated 9th May 2007 in respect of the Vessel, being attached hereto as Appendix I.
ContractMemorandum of Agreement • February 25th, 2010 • Baltic 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
SHIPBUILDING CONTRACT NO. 13YF-NB-53 FOR CONSTRUCTION OF ONE 64,000 DWT BULK CARRIER (HULL NO.BC64K-BT04) BETWEEN Baltic Trading Limited or its guaranteed nominee as BUYER and Yangfan Group Co,. Ltd. as SELLER DATE: 13th November, 2013Shipbuilding Contract • March 3rd, 2014 • Baltic Trading LTD • Deep sea foreign transportation of freight • England
This CONTRACT, entered into this 13th November, 2013 by and between Baltic Trading Limited or its guaranteed nominee organized and existing under the laws of Marshal Islands, having its principal office at 299 Park Avenue 12th floor New York, NY USA 10171 (hereinafter called the “BUYER”) on one part; and Yangfan Group Co., Ltd. a corporation organized and existing under the Laws of the People’s Republic of China, having its registered office at 169 Lujiazhi Road, Shenjiamen, Putuo, Zhoushan City, Zhejiang province People’s Republic of China (hereinafter called the “SELLER”) on the other part.
Baltic Trading Limited Restricted Stock Grant AgreementRestricted Stock Grant Agreement • March 3rd, 2014 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
THIS AGREEMENT, made as of December 19, 2013, between BALTIC TRADING LIMITED (the “Company”) and Peter C. Georgiopoulos (the “Participant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 9th, 2010 • Baltic 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”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • October 14th, 2009 • Baltic Trading LTD • New York
THIS MANAGEMENT AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is dated as of , 2009 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”).
SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • March 9th, 2010 • Baltic 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”).
DATED 8 October 2014 BALTIC WASP LIMITED (as Borrower) - and - ABN AMRO Capital USA LLC and others (as Lenders) - and — ABN AMRO Capital USA LLC (as MLA) - and - ABN AMRO Capital USA LLC (as Agent) -and- ABN AMRO Capital USA LLC (as Security Agent)...Loan Agreement • November 10th, 2014 • Baltic Trading LTD • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENTMemorandum of Agreement • August 9th, 2010 • Baltic Trading LTD • Deep sea foreign transportation of freight • London
Baltic Trading Limited Restricted Stock Grant AgreementRestricted Stock Grant Agreement • March 15th, 2010 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
AMENDED AND RESTATED CREDIT AGREEMENT among BALTIC TRADING LIMITED, as Borrower VARIOUS LENDERS, and NORDEA BANK FINLAND PLC, acting through its New York branch, as Administrative Agent and Security Trustee Dated as of November 30, 2010Credit Agreement • December 1st, 2010 • Baltic Trading LTD • Deep sea foreign transportation of freight
THIS Amended and Restated Credit Agreement (this “Agreement”), is made as of November 30, 2010, by and among (1) BALTIC TRADING LIMITED, a corporation organized and existing under the laws of the Republic of Marshall Islands (the “Borrower”), (2) the banks and financial institutions listed in Schedule I of this Agreement, as lenders (the “Lenders”) and (3) NORDEA BANK FINLAND PLC, acting through its New York branch (“Nordea”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as security trustee under the Security Documents (in such capacity, the “Security Trustee”). All capitalized terms used herein and defined in Appendix A are used herein as therein defined.
ContractMemorandum of Agreement • November 6th, 2013 • Baltic Trading LTD • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENT Dated: 31st October 2013 Norwegian Shipbrokers’ Association’s Memo-randum 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.
F21.179Loan Agreement • December 6th, 2013 • Baltic Trading LTD • Deep sea foreign transportation of freight
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • February 26th, 2010 • Baltic 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 , 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 8th, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
THIS STOCK PURCHASE AGREEMENT is dated as of April 7, 2015 (this “Agreement”) and is by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (“Purchaser”), and Baltic Trading Limited, a Marshall Islands corporation (“Seller” and, together with Purchaser, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among GENCO SHIPPING & TRADING LIMITED, POSEIDON MERGER SUB LIMITED and BALTIC TRADING LIMITED, Dated as of April 7, 2015Agreement and Plan of Merger • April 8th, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2015 (this "Agreement"), is made by and among Genco Shipping & Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands ("Parent"), Poseidon Merger Sub Limited, a corporation organized under the Laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and Baltic Trading Limited, a corporation organized under the Laws of the Republic of the Marshall Islands (the "Company"). Parent, Merger Sub and the Company are each referred to herein as a "Party" and collectively as the "Parties."
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 8th, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
This Voting and Support Agreement (this “Agreement”) is made and entered into as of April 7, 2015, by and among Baltic Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), Genco Shipping & Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (“Parent”), and each entity listed on Schedule A hereto (each, a “Shareholder”).
5,581,928 Shares Baltic Trading LimitedBaltic Trading LTD • May 28th, 2013 • Deep sea foreign transportation of freight • New York
AMENDMENT NO. 2 TO MANAGEMENT AGREEMENTManagement Agreement • April 5th, 2013 • Baltic Trading LTD • Deep sea foreign transportation of freight
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT is dated as of April 3, 2013 and is by and between Baltic Trading Limited, a Marshall Islands corporation (the “Company”), and Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Manager”) . Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Management Agreement.
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENTManagement Agreement • November 7th, 2013 • Baltic Trading LTD • Deep sea foreign transportation of freight
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT is dated as of August 21, 2013 and is by and between Baltic Trading Limited, a Marshall Islands corporation (the “Company”), and Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Manager”) and is entered into pursuant to Section 2.8 of the Management Agreement between the Company and the Manager dated as of March 15, 2010 (the “Agreement”) solely for purposes of updating Schedule A to the Agreement.
FORM OF OMNIBUS AGREEMENTForm of Omnibus Agreement • December 1st, 2009 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
This OMNIBUS AGREEMENT (this “Agreement”), is entered into as of , 2009, by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco”) and Baltic Trading Limited, a Marshall Islands corporation (“Baltic”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings assigned to them in Article I hereof.
UP TO US$148,000,000 SENIOR SECURED CREDIT AGREEMENT among BALTIC TRADING LIMITED as Borrower, VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent and as Security AgentCredit Agreement • March 2nd, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • London
CREDIT AGREEMENT, dated as of December 31, 2014, among BALTIC TRADING LIMITED, a company incorporated under the laws of the Republic of the Marshall Islands (the “Borrower”), the Lenders party hereto from time to time, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”) and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Mandated Lead Arrangers (the “Lead Arrangers”), NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Security Agent under the Security Documents (in such capacity, the “Security Agent”), and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as bookrunner (the “Bookrunner”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
First Supplemental Agreement to Secured Loan Facility Agreement dated 3 December 2013Baltic Trading LTD • April 8th, 2015 • Deep sea foreign transportation of freight
Supplemental to a secured loan agreement dated 3 December 2013 (the "Loan Agreement") made between the Borrowers, the Lenders, the Agent and the Security Agent on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers its respective Commitment of an aggregate amount not exceeding forty four million Dollars ($44,000,000).
Baltic Trading Limited Restricted Stock Grant AgreementRestricted Stock Grant Agreement • March 2nd, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 2nd, 2015 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
THIS PLEDGE AND SECURITY AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of January 7, 2015, made by each of the undersigned pledgors (each a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “Pledgors”) to NORDEA BANK FINLAND PLC, acting through its New York branch (“Nordea”), as Security Agent (in such capacity, together with any successor Security Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below) and Nordea, as Deposit Account Bank (in such capacity, the “Deposit Account Bank”).
Baltic Trading Limited Executive Officer Restricted Stock Grant Agreement (2013 Year-End Grant)Officer Restricted Stock Grant Agreement • March 3rd, 2014 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Company has adopted and maintains the Baltic Trading Limited 2010 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;
