d1042980_ex10-4.htm


    
      Execution
Version

    

    
 

    THIRD
AMENDATORY AGREEMENT

    


    THIRD AMENDATORY AGREEMENT
(this "Third Amendatory
Agreement") is dated as of  August 4, 2009 and made
between:

     

    
      
        	
                (1)

              	
                EAGLE BULK SHIPPING
      INC., a corporation incorporated in the Republic of the Marshall
      Islands, as Borrower (the "Borrower");

              


      

       

      
        	
                (2)

              	
                THE SUBSIDIARIES of the
      Borrower party hereto as Guarantors (the "Guarantors");

              


      

       

      
        	
                (3)

              	
                THE BANKS AND FINANCIAL
      INSTITUTIONS whose names appear on the signature pages hereof as
      Lenders (the "Existing
      Lenders");  and

              


      

       

      
        	
                (4)

              	
                THE ROYAL BANK OF SCOTLAND
      plc as Mandated Lead Arranger, Bookrunner, Swap Bank, Agent and
      Security Trustee.

              


      

    

     

    PRELIMINARY
STATEMENTS:

    


    
      	
              (A)

            	
              The
      Borrower, the Guarantors, the Lenders described therein and The Royal Bank
      of Scotland plc acting in the several capacities as Mandated Lead
      Arranger, Bookrunner, Swap Bank, Agent and Security Trustee are parties to
      a Third Amended and Restated Credit Agreement dated as of October 19, 2007
      as amended by an Amendatory Agreement dated as of July 3, 2008 and a
      Second Amendatory Agreement dated as of December 17, 2008 (the "Credit Agreement")
      providing for a secured reducing revolving credit facility for the
      purposes described therein.

            


    

     

    
      	 (B)	The
      Borrower and the Existing Lenders have agreed to further modifications of
      the Credit Agreement on the terms and conditions herein
      provided.


    

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, it is agreed as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    Words and
expressions defined in the Credit Agreement shall have the same meaning when
used in this Third Amendatory Agreement unless the context otherwise
requires.

    


    
      	
              2.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    Each
Obligor jointly and severally represents and warrants to each Finance Party
that:

    


    
      	
              (a)

            	
              All
      of the representations and warranties contained in Clause 18 of the Credit
      Agreement are true and correct on and as of the date hereof as if made on
      and as of the date hereof.

            


    

    


    
      	
              (b)

            	
              No
      Default has occurred and is continuing on the date
  hereof.

            


    

    


    
      	
              (c)

            	
              The
      obligations expressed to be assumed by it in this Third Amendatory
      Agreement are, and, upon execution and delivery of this Third Amendatory
      Agreement and each of the other documents contemplated hereby to which it
      is to be a party, the obligations expressed to be assumed by it herein and
      in such other documents will be, legal, valid, binding
  and

            


    


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


    enforceable
obligations, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditor's rights
generally.

    


    
      	
              (d)

            	
              It
      has the power to enter into, perform and deliver, and has taken all
      necessary action to authorize its entry into, performance and delivery of,
      this Third Amendatory Agreement and the transactions contemplated by this
      Third Amendatory Agreement.

            


    

    


    
      	
              3.

            	
              AMENDMENTS
      TO CREDIT AGREEMENT

            


    

    


    With
effect from the date (the "Effective Date") on which the
condition precedent set forth in Clause 4 of this Third Amendatory Agreement
shall have been satisfied:

    


    
      	
              3.01

            	
              The
      Total Commitments of the Lenders is further reduced from $1,350,000,000 to
      $1,200,000,000, and the Commitment of each Lender outstanding immediately
      prior to the Effective Date is reduced pro
    rata.

            


    

    


    
      	
              3.02

            	
              The
      definition of "Additional Newbuilding"
      in Clause 1.1 of the Credit Agreement is amended to exclude Yangzhou
      Dayang Shipbuilding Co., Ltd. Hull Nos. DY143, DY3038, DY3041 and
      DY3043.

            


    

    


    
      	
              3.03

            	
              The
      definition of "Approved
      Charter" in Clause 1.1 of the Credit Agreement is amended to read
      in its entirety as follows:

            


    

    


    "Approved Charter" means,
collectively, (i) the time charters described in Part IV of Schedule 12 (Details of Existing Ships,
Newbuildings and Approved Charters), and (ii) any other time or
consecutive voyage charter in respect of a Ship for a term which exceeds, or
which by virtue of any optional extensions may exceed, 24 months and has been
approved by the Agent.

    


    
      	
              3.04

            	
              The
      definition of "Approved
      Manager" in Clause 1.1 of the Credit Agreement is amended to read
      in its entirety as follows:

            


    

    


    "Approved
Manager"  means, as the context may require, (i) Eagle Shipping
International (USA) LLC, a Marshall Islands limited liability company with
offices currently at 477 Madison Avenue, New York, New York, or any other person
approved by the Agent from time to time as the commercial manager of a Ship,
which approval shall not unreasonably be withheld, and (ii) V Ships Management
Ltd., an Isle of Man company with offices at Eaglehurst, Belmont Hill, Douglas,
Isle of Man, Wilhelmsen Ship Management (formerly Barber International Ltd.), a
Hong Kong company with offices at West Tower, Shun Tak Centre, 168-200 Connaught
Road Central, Hong Kong, Anglo-Eastern International (Macau Commercial Offshore)
Limited, Avenida Sir Anders Ljungstetd No. 160, Edf. Jardim Brilhantismo, No. 12
Andar "L", Macau, any Subsidiary of the Borrower, or any other person approved
by the Agent from time to time as the technical manager of a Ship, which
approval shall not unreasonably be withheld.

    


    
      	
              3.05

            	
              Paragraph
      (c) of the definition of "Debt" in Clause 1.1 of
      the Credit Agreement is amended to read in its entirety as
      follows:

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               
      

            	
              (c)

            	
              contingent
      liabilities of the debtor (including without limitation any taxes or other
      payments under dispute) which have been or, under GAAP, should be recorded
      in the notes to the Accounting Information, but excluding any contingent
      liabilities in respect of Deferred Revenue and Fair Value Below Contract
      Value from charters of Ships;

            


    

    


    
      	
              3.06

            	
              The
      definition of "Margin" in Clause 1.1
      of the Credit Agreement is amended to read in its entirety as
      follows:

            


    

    


    "Margin"  means two
and one-half percent (2.50%) per annum;  provided, however, that if at
the end of any Accounting Period ending on or after September 30, 2009, the
ratio of Consolidated Debt to Net Worth is less than fifty percent (50%),
"Margin" shall be reduced to two percent (2.00%) per annum with effect from the
beginning of the next Accounting Period;  provided, further, that if at
the end of any Accounting Period following a reduction of the Margin pursuant to
the preceding proviso, the ratio of Consolidated Debt to Net Worth is equal to
or greater than fifty percent (50%), "Margin" shall be reinstated permanently to
two and one-half percent (2.50%) per annum with effect from the beginning of the
next Accounting Period or the next Interest Period, whichever is
earlier.

    


    
      	
              3.07

            	
              The
      definition of "Security Value" in Clause 1.1 of the Credit Agreement is
      amended to read in its entirety as
follows:

            


    

    


    "Security Value" means, in
respect of any relevant date, the aggregate amount of (a) the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding
Contract and (except in relation to the IHI Newbuildings) Refund Guarantees for
such Newbuilding is then subject to an Assignment of Shipbuilding Contract and
Refund Guarantee, less any amount remaining unpaid to the relevant shipyard
under such Shipbuilding Contract, and (b) the market value of each Ship then
subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information) , as the case may be.

    


    
      	
              3.08

            	
              The
      definition of "Tangible
      Fixed Assets" in Clause 1.1 of the Credit Agreement is amended to
      read in its entirety as follows:

            


    

    


    "Tangible Fixed
Assets"  means, in respect of an Accounting Period, the value
(less depreciation computed in accordance with GAAP) on a consolidated basis of
all tangible fixed assets of the Group as stated in the then most recent
Accounting Information;  provided that, for
the purposes of determining compliance with the covenant set forth in Clause
20.1(a) (Minimum adjusted net
worth), (a) the amount of Tangible Fixed Assets attributable to
Newbuildings shall be equal to the aggregate amount of the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding


     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Contract
and (except in relation to the IHI Newbuildings) Refund Guarantees for such
Newbuilding is then subject to an Assignment of Shipbuilding Contract and Refund
Guarantee, less any amount remaining unpaid to the relevant shipyard under such
Shipbuilding Contract, and (b) the amount of Tangible Fixed Assets attributable
to Ships shall be equal to the aggregate amount of the market value of each Ship
then subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information), as the case may be.

    


    
      	
              3.09

            	
              The
      definition of "Termination Date" in
      Clause 1.1 of the Credit Agreement is amended to read in its entirety as
      follows:

            


    

    


    "Termination
Date"  means July 31, 2014.

    


    
      	
              3.10

            	
              Clause
      1.1 of the Credit Agreement is amended by inserting in the appropriate
      alphabetical order the following new
  definitions:

            


    

    


    "Deferred Revenue" means, in
relation to any charter of a Ship where the charterer agrees to pay in advance a
portion of charter hire payable for the duration of such charter based on the
difference between the daily hire rate under such charter and the daily hire
rate prevailing in the market for similar vessels at the time of such agreement,
the amount so paid in advance (as such amount may be reduced from time to time
as it is recognized ratably as charter revenue).

    


    "Equity" means the net cash
proceeds (after deducting costs and expenses) from the issuance of common or
preferred stock of the Borrower, including any net cash proceeds from the
issuance by the Borrower of instruments convertible into stock.

    


    "Fair Value Below Contract Value"
means, in relation to any Ship acquired subject to an existing charter
where the daily hire rate prevailing in the market for similar vessels at the
time of such acquisition is greater than the daily hire rate under such charter,
the amount equal to the difference between the charter hire payable at such
daily hire rate prevailing in the market and the daily hire rate under such
charter, for the duration of such charter (as such amount may be amortized for
the duration of such charter as increases to charter revenue).

    


    "Minimum Adjusted Net Worth
Reinstatement Date" has the meaning
specified in Clause 20.1(a) (Minimum adjusted net
worth).

    


    "Minimum Required Security Cover
Reinstatement Date"  has the meaning
specified in Clause 21.1 (Minimum required security
cover).

    


    "Net Worth" means, in respect
of any Accounting Period, the value of the Borrower's total shareholders' equity
(consisting of preferred and common stock, additional paid in capital, retained
earnings, accumulated other losses and any 

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    other
reserves) less goodwill, intangible assets (other than goodwill) and any
deferred tax assets, as stated in the Accounting Information for the relevant
Accounting Period.

    


    
      	
              3.11

            	
              Clause
      3.1(c)(i) and (ii) of the Credit Agreement are amended to read in their
      entirety as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      assist a Guarantor to finance Newbuilding Predelivery Costs in relation to
      the IHI Newbuildings;

               

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      assist a Guarantor to finance Newbuilding Predelivery Costs in relation to
      the Target Newbuildings;

            


    

     

    3.12        Clause
4.2(b) of the Credit Agreement is amended to read in its entirety as
follows:

    


    
      	
               
      

            	
              (b)

            	
              unless
      Clause 4.2(a) shall apply and if Clause 5.3(b)(ii) shall apply, the Agent
      shall have obtained, at the Borrower's expense, a valuation of each Ship
      not earlier than 3 days before the relevant Utilization Date from an
      Approved Broker confirming that the amount of the Loan(s) proposed to be
      borrowed on the relevant Utilization Date is permitted under Clause
      5.3(b)(ii);

            


    

    


    3.13        Clause
4.3 of the Credit Agreement is deleted in its entirety.

    


    
      	
              3.14

            	
              Clause
      5.3 (Currency and
      amount) of the Credit Agreement is amended to read in its entirety
      as follows:

            


    

    


    
      	
               
      

            	
              5.3

            	
              Currency
      and amount

               

            


    

    
      	
               
      

            	
              (a)

            	
              The
      currency specified in a Utilization Request must be Dollars.

               

            


    

    
      	
               
      

            	
              (b)

            	
              The
      amount of the proposed Loan shall be an amount which, together with the
      aggregate amount of all outstanding Loans, shall not exceed as of the
      proposed Utilization Date:

               

            


    

    
      	
               
      

            	
              (i)

            	
              until
      both the Minimum Adjusted Net Worth Reinstatement Date and the Minimum
      Required Security Cover Reinstatement Date shall have occurred, 75% of the
      value (less depreciation computed in accordance with GAAP) on a
      consolidated basis of vessels and vessel improvements (at cost, net of
      accumulated depreciation) and advances for vessel construction as stated
      in the then most recent Accounting
    Information;  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              at
      all times after both the Minimum Adjusted Net Worth Reinstatement Date and
      the Minimum Required Security Cover Reinstatement Date shall have
      occurred, 75% of the Security
Value.

            


    

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	 	provided, however, that
      this Clause 5.3(b) shall not apply to any proposed Loan for working
      capital purposes; 


    

     

    
      	
               
      

            	
              (c)

            	
              The
      amount of any proposed Loan for working capital purposes shall be an
      amount which, together with the aggregate amount of all outstanding Loans
      made for such purpose, shall not exceed $20,000,000.

               

            


    

    
      	
              3.15

            	
              Clause
      6.1 (Reduction of total
      commitments) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

    


    The Total
Commitments shall be reduced and cancelled by an amount of $56,250,000 on each
Scheduled Commitment Reduction Date, and shall be reduced to zero and cancelled
on the Termination Date.

    


    3.16        Clause
6.2(b) of the Credit Agreement is deleted in its entirety.

    


    
      	
              3.17

            	
              Clause
      7.5 (Mandatory
      prepayment) of the Credit Agreement is amended by inserting a new
      sub-clause (c) as follows:

            


    

    


    
      	
               
      

            	
              (c)

            	
              Not
      later than thirty (30) days after the end of each Accounting Period,
      commencing with the Accounting Period ended June 30, 2009 and until both
      the Minimum Adjusted Net Worth Reinstatement Date and the Minimum Required
      Security Cover Reinstatement Date shall have occurred, the Borrower shall
      repay the Loans in an amount equal to fifty percent (50%) of the aggregate
      amount of any Equity received by the Borrower during such Accounting
      Period (it being understood that the Borrower received Equity from an At
      The Market Offering made during the Accounting Period
      ended  June 30, 2009).  Upon payment by the Borrower
      of any amount payable under the preceding sentence, the Available Facility
      shall be cancelled by an amount equal to such payment, and the Commitments
      of the Lenders shall be reduced
ratably.

            


    

    


    
      	
              3.18

            	
              Clause
      7 (Prepayment and
      cancellation) of the Credit Agreement is amended by inserting a new
      Clause 7.10 as follows:

            


    

    


    
      	
               
      

            	
              7.10

            	
              Pro
      rata Cancellation

            


    

     

    
      	 	Any partial
      cancellation of the Available Facility shall reduce pro rata each of the
      scheduled reductions of the Total Commitments provided in Clause
      6.1. 


    

     

    
      	
              3.19

            	
              Clause
      11.1(a) (Commitment
      fee) of the Credit Agreement is amended to read in its entirety as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the Agent (for the account of each Lender) a fee
      computed at the rate of 0.70% per annum on that Lender's Available
      Commitment for the Availability
Period.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.20

            	
              Clause
      20.1 (Minimum adjusted
      net worth) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

     

    
      	 	20.1	Minimum Adjusted Net
      Worth


    

     

    
      	
               
      

            	
              (a)

            	
              During
      the Accounting Period ended September 30, 2009 and each Accounting Period
      thereafter, the Borrower shall maintain Adjusted Net Worth at an amount
      not less than $300,000,000;  provided, however, that
      this Clause 20.1(a) shall not apply until such time as the Borrower shall
      have complied with the provisions of this Clause 20.1(a) (without taking
      account of this proviso) for two consecutive Accounting Periods (such time
      being the "Minimum
      Adjusted Net Worth Reinstatement
Date").

            


    

    


    
      	
               
      

            	
              (b)

            	
              Until
      the Minimum Adjusted Net Worth Reinstatement Date shall have occurred,
      during the Accounting Period ended September 30, 2009 and each Accounting
      Period thereafter, the Borrower shall maintain Adjusted Net Worth at an
      amount not less than $400,000,000 plus an amount equal to fifty percent
      (50%) of the aggregate amount of any Equity received by the Borrower
      during any Accounting Period commencing on or after April 1,
      2009;  provided, however, that
      solely for purposes of determining compliance with the covenant set forth
      in this Clause 20.1(b), the amount of Tangible Fixed Assets shall be equal
      to the value (less depreciation computed in accordance with GAAP) on a
      consolidated basis of vessels and vessel improvements (at cost, net of
      accumulated depreciation) and advances for vessel construction as stated
      in the Accounting Information for the relevant Accounting
      Period.

            


    

    


    
      	
              3.21

            	
              Clause
      20.2 (Minimum interest
      coverage ratio) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

     

    
      	 	20.2	Minimum Interest Coverage
      Ratio


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall maintain EBITDA at an amount not less than 200% of Gross
      Interest Expenses (including capitalized interest) during each Accounting
      Period; provided, however, that
      this Clause 20.2 shall not apply until both of the Minimum Adjusted Net
      Worth Reinstatement Date and the Minimum Required Security Cover
      Reinstatement Date shall have
occurred.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Until
      both of the Minimum Adjusted Net Worth Reinstatement Date and the Minimum
      Required Security Cover Reinstatement Date shall have occurred, the
      Borrower shall maintain EBITDA at a cumulative amount on a trailing four
      quarter basis (i) as of the end of each Accounting Period during the 24
      month period commencing July 1, 2009 and ending


            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


     

    
      	 	
              June
      30, 2011, not less than 120% of cumulative Gross Interest Expenses
      (including capitalized interest) on a trailing four quarter basis, and
      (ii) as of the end of each Accounting Period beginning on or after July 1,
      2011, not less than 130% of cumulative Gross Interest Expenses (including
      capitalized interest) on a trailing four quarter
  basis.

            


    

     

    
      	
              3.22

            	
              Clause
      20.3 (Minimum
      liquidity) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

     

    
      	 	20.3	Minimum
    Liquidity


    

     

    At all
times on or after the date hereof, the Borrower and its Subsidiaries shall
maintain free cash in one or more accounts with the Agent in an aggregate
amount not less than the greater of (a) the product of $500,000 multiplied by
the number of Ships owned by the Borrower or any of its Subsidiaries, or (b) an
amount equal to any reduction in the Total Commitments scheduled to be effected
within the next six months under Clause 6.1 (or, during the last six months
prior to the Termination Date, 5.77% of the Total Commitments then outstanding)
less the amount of the then unutilized Facility.

    


    
      	
              3.23

            	
              Clause
      21.1 (Minimum required
      security cover) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

     

    
      	 	21.1	Minimum required security
      cover


    

                

    Clause
21.2 (Provision of additional
security; prepayment) applies if the Agent notifies the Borrower
that:

    


    (a)       
      the Security Value; plus

    


    (b)        
     the net realizable value of any additional
security previously provided under this Clause 21;

    


    is below
130% of the aggregate of the Loans and of the Swap Exposure of each Swap
Counterparty;  provided, however, that Clause
21.2 shall not apply until such time that Agent notifies the Borrower that the
sum of the Security Value plus the net realizable value of any additional
security previously provided under Clause 21.2 has been equal to or greater than
130% of the aggregate of the Loans and of the Swap Exposure of each Swap
Counterparty for two consecutive Accounting Periods (such time being the "Minimum Required Security Cover
Reinstatement Date").

    


    
      	
              3.24

            	
              Clause
      21.6(a) (Provision of
      valuations and information) of the Credit Agreement is amended to
      read in its entirety as follow:

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of this Clause 21 and in order to determine if the Minimum
      Required Security Cover Reinstatement Date has occurred, the Obligors at
      their expense shall cause a valuation of each Ship and any relevant
      existing charter to be made by an Approved Broker indicating the market
      value of such Ship, together with any relevant existing charter, at any
      time the Agent may request upon not less than 5 days' prior written notice
      from the Agent to the Borrower

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.25

            	
              Clause
      22.6 (Change of
      busines) of the Credit Agreement is amended to read in its entirety
      as follows:

            


    

     

    
      	 	22.6	Change of
    business


    

     

    
      	 	The Borrower shall
      procure that no member of the Group shall engage in any line of business
      other than (i) directly or indirectly owning and operating the Existing
      Ships, or acquiring and operating the Newbuildings and/or Additional
      Ships, or (ii) the  management as manager or agent of vessels
      owned by any person not a member of the
Group. 


    

     

    
      	
              3.26

            	
              Clause
      22.10 (Approved
      charter) of the Credit Agreement is amended to read in its entirety
      as follows:

            


    

     

    
      	 	22.10	Approved
    Charter


    

     

    
      	 	
              Each
      relevant Obligor undertakes to advise the Agent reasonably in advance of
      any agreement to amend or supplement, or any determination to waive or
      forbear from enforcing, any Approved Charter or any of its provisions in
      any material respect.

            


    

     

    
      	
              3.27

            	
              Clause
      24.11(b) (Restrictions
      on chartering, appointment of managers, etc.) of the Credit
      Agreement is amended to read in its entirety as
  follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              enter
      into any time or consecutive voyage charter (other than an Approved
      Charter) in respect of that Ship for a term which exceeds, or which by
      virtue of any optional extensions may exceed, 24
  months;

            


    

    


    
      	
              3.28

            	
              Clause
      6 of Part II of Schedule 2 (Conditions precedent to
      utilization for initial Loan in respect of a Newbuilding other than an IHI
      Newbuilding or a Target Newbuilding, or the purchase of an Additional
      Ship) is amended by deleting the words "including each
      Newbuilding".

            


    

    


    
      	
              3.29

            	
              Each
      reference in the Credit Agreement to "this Agreement", "hereunder",
      "hereof", "herein" or words of like import, and each reference to the
      "Credit Agreement" in any of the other Finance Documents, shall mean and
      refer to the Credit Agreement as amended
hereby.

            


    

     

    
      	
              4.

            	
              CONDITION
      PRECEDENT

            


    

    


    
      	
               
      

            	
              The
      condition precedent referred to in Clause 3 of this Third Amendatory
      Agreement is that the Agent shall have received each of the following in
      form and substance satisfactory to the Agent not later than August 12,
      2009 or such later date as the Agent, after consultation with the Borrower
      and with the consent of the Majority Lenders, may specify for such
      purpose:

            


    

     

    
      	
              (a)

            	
              a
      copy of a resolution of the board of directors or sole member, as
      appropriate, of each Obligor:

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
    

    
      	
               
      

            	
              (i)

            	
              approving
      the terms of, and the transactions contemplated by, this Third Amendatory
      Agreement and resolving that it execute this Third Amendatory Agreement
      and any other documents contemplated hereby to which it is or is to be a
      party;  and

               

            


    

    
      	
               
      

            	
              (ii)

            	
              authorizing
      a specified person or persons to execute this Third Amendatory Agreement
      and any other documents contemplated hereby to which it is or is to be a
      party; and

               

            


    

    
      	
              (b)

            	
              a
      certificate of an officer of the Borrower, dated as of a current date (the
      statements made in such certificate shall be true on and as of such date),
      certifying as to (i) the absence of any amendments to the articles of
      incorporation and by-laws, or certificate of formation and limited
      liability company agreement of each Obligor previously certified to the
      Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the
      due incorporation or formation, as the case may be, and good standing of
      each Obligor, as a corporation or limited liability company formed under
      the laws of the Republic of The Marshall Islands and the absence of any
      proceeding for the dissolution or liquidation of such Obligor, (iii) that
      the representations and warranties of each Obligor contained in this Third
      Amendatory Agreement are true and correct, and (iv) the absence of any
      Default.

            


    

    


    
      	
              (c)

            	
              an
      amendment to the Mortgage relating to each Ship subject to a Mortgage as
      of the date of this Third Amendatory Agreement, duly executed by the
      relevant Guarantor to secure the Credit Agreement as amended by this Third
      Amendatory Agreement;

            


    

    


    
      	
              (d)

            	
              a
      Certificate of Ownership and Encumbrance issued by the Maritime
      Administrator for the Marshall Islands (or other relevant authority)
      stating that each of the Ships referred to in the preceding subclause (c)
      is owned by the relevant Guarantor and that there is on record no Security
      on such Ship except the relevant Mortgage as amended in accordance
      herewith;

            


    

    


    
      	
              (e)

            	
              a
      favorable opinion of Messrs. Seward & Kissel LLP, counsel for the
      Obligors, in respect of this Third Amendatory Agreement, the Mortgage
      amendments referred to in the preceding subclause (d), and as to such
      other matters as the Agent may reasonably
      require;  and

            


    

    


    
      	
              (f)

            	
              payment
      to the Agent (for the account of each of the Existing Lenders executing
      this Third Amendatory Agreement rateably in accordance with their
      respective Commitments) of an amendment fee of $3,000,000 (being one
      quarter of one percent (0.25%) of the Total Commitments after giving
      effect to this Third Amendatory
Agreement).

            


    

    


    
      	
              5

            	
              EFFECT
      OF AMENDMENT

            


    

    


    Except as
amended by this Third Amendatory Agreement, the Credit Agreement shall remain in
full force and effect, including the provisions of Clause 5.02 (Conditions Subsequent) of the
Second Amendatory Agreement dated as of December 17, 2008 among the Borrower,
the Guarantors and the Finance Parties as supplemented by letters dated April 1,
2009 and July 7, 2009 between the Agent and the Borrower.

    


    
      	
              6.

            	
              COSTS
      AND EXPENSES

            


    

    


    The
Borrower agrees that the provisions of Clause 16 (Costs and Expenses) of the
Credit Agreement shall apply to this Third Amendatory Agreement.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.

            	
              COUNTERPARTS

            


    

    


    This
Third Amendatory Agreement may be executed in any number of counterparts, and
this has the same effect as if the signatures on the counterparts were on a
single copy of this Third Amendatory Agreement.

    


    8.            
GOVERNING LAW

     

    THIS
THIRD AMENDATORY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES).

    


    9.    
        EFFECTIVENESS

     

    This
Third Amendatory Agreement shall become effective on the date when the Borrower,
the Guarantors and Lenders constituting the Majority Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic transmission) the
same to Watson, Farley & Williams (New York) LLP, 1133 Avenue of the
Americas, New York, NY 10036; Attention:  C. Gregory Chase (facsimile
number: 212-922-1512 / email: cchase@wfw.com).

    


    This
Third Amendatory Agreement has been entered into as of the date stated at the
beginning hereof.

    


    SIGNATORIES

    


    
      	 
      	
              BORROWER:

               

              EAGLE
      BULK SHIPPING INC.

                                                                                                
      

               

               

            


    

     

    
      	 	By: 	/s/ Alan
      Ginsberg 
	 	 	
              Alan
      Ginsberg
Chief
      Financial Officer

            


    

     


    
      
        
           

           

        

         


      

      
        11

        
          

        

      

      
         


      

    

     

    
 

    
      	 
      	
              GUARANTORS:

               

              CARDINAL
      SHIPPING LLC

              CONDOR
      SHIPPING LLC

              CRESTED
      EAGLE SHIPPING LLC

              CROWNED
      EAGLE SHIPPING LLC

              FALCON
      SHIPPING LLC

              GOLDEN
      EAGLE SHIPPING LLC

              GRIFFON
      SHIPPING LLC

              HARRIER
      SHIPPING LLC

              HAWK
      SHIPPING LLC

              HERON
      SHIPPING LLC

              IMPERIAL
      EAGLE SHIPPING LLC

              JAEGER
      SHIPPING LLC

              KESTREL
      SHIPPING LLC

              KITE
      SHIPPING LLC

              KITTIWAKE
      SHIPPING LLC

              MERLIN
      SHIPPING LLC

              OSPREY
      SHIPPING LLC

              PEREGRINE
      SHIPPING LLC

              SHRIKE
      SHIPPING LLC

              SKUA
      SHIPPING LLC

              SPARROW
      SHIPPING LLC

              STELLAR
      EAGLE SHIPPING LLC

              TERN
      SHIPPING LLC

              PETREL
      SHIPPING LLC

              PUFFIN
      SHIPPING LLC

              RAPTOR
      SHIPPING LLC

              ROADRUNNER
      SHIPPING LLC

              SAKER
      SHIPPING LLC

              SANDPIPER
      SHIPPING LLC

              SNIPE
      SHIPPING LLC

              SWIFT
      SHIPPING LLC

              GOLDENEYE
      SHIPPING LLC

              GOSHAWK
      SHIPPING LLC

              FULMAR
      SHIPPING LLC

              WREN
      SHIPPING LLC

              BESRA
      SHIPPING LLC

              CERNICALO
      SHIPPING LLC

              REDWING
      SHIPPING LLC

              WOODSTAR
      SHIPPING LLC

              By:  Eagle
      Bulk Shipping Inc.,

              as sole member

               

               

            


    

     

    
      
        	 	By: 	/s/ Alan
      Ginsberg 
	 	 	
                Alan
      Ginsberg
Chief
      Financial Officer

              


      

       

    

    
 

    
      
        
                                                                                                                                        

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              GUARANTORS:

               

              AGALI
      SHIPPING S.A.

              AVLONA
      SHIPPING S.A.

              DELFINI
      SHIPPING S.A.

              DROSATO
      SHIPPING S.A.

              FOUNTANA
      SHIPPING S.A.

              KAMPIA
      SHIPPING S.A.

              KOFINA
      SHIPPING S.A.

              MARMARO
      SHIPPING S.A.

              MESTA
      SHIPPING S.A.

              MYLOS
      SHIPPING S.A.

              NAGOS
      SHIPPING S.A.

              NENITA
      SHIPPING S.A.

              OLYMPI
      SHIPPING S.A.

              PELINEO
      SHIPPING S.A.

              PYRGI
      SHIPPING S.A.

              RAHI
      SHIPPING S.A.

              SIRIKARI
      SHIPPING S.A.

              SPILIA
      SHIPPING S.A.

               

               

               

            


    

     

    
      
        	 	By: 	/s/ Alan
      Ginsberg 
	 	 	
                Alan
      Ginsberg
Chief
      Financial Officer

              


      

       

    

    
 

    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

     

    


     

    
      	 	
              LENDERS:

              


              THE
      ROYAL BANK OF SCOTLAND PLC

              


                         
      
 


    

     

    
      
        	 	By: 	/s/ Leo
      Chang 
	 	 	
                Leo
      Chang

                Attorney-in-Fact

              


      

       

    


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    WESTLB
AG, LONDON BRANCH

    


    
       

      
        
          	 	By: 	/s/ Carol
      Street 
	 	
                  Name:

                  Title: 

                	
                  Carol
      Street

                  Associate Director

                   

                


        

         

        
           

          
            
              	 	By: 	/s/ Gavin
      Doyle
	 	
                      Name: 

                      Title:

                    	
                      Gavin
      Doyle

                      Managing Director

                    


            

            
 

          

        

      

    

    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    BANK
OF CHINA LIMITED, LONDON BRANCH

    


    


     

    
      
        
          	 	By: 	/s/ Chuang-Fei
      Li
	 	
                  Name: 

                  Title:

                	
                  Mr.
      Chuang-Fei Li

                  Deputy General Manager

                


        

         

      

    

    
 

    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    LLOYDS
TSB BANK PLC

    


    


     

    
       

      
        
          
            	 	By: 	/s/ David
      Sumner
	 	
                    Name: 

                    Title:

                  	
                    David
      Sumner

                    Associate Director, Ship Finance

                  


          

          
 

        

      

    

    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ALLIANCE
& LEICESTER COMMERCIAL FINANCE PLC

    


    


    
       

      
        
          
            	 	By: 	/s/ Mark
      McCarthy
	 	
                    Name: 

                    Title:

                  	
                    Mark
      McCarthy

                    Head of Shipping

                  


          

          


            
              
                
                  


                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            



        

      

    

    SUMITOMO
MITSUI BANKING CORPORATION

    


    


    
       

       

      
        
          
            	 	By: 	/s/ Konstantinos
      Karabalis
	 	
                    Name: 

                    Title:

                  	
                    Konstantinos
      Karabalis

                    Deputy General Manager

                  


          

          


            
              
                
                  


                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            



        

      

    

    CRÉDIT
INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

    


    


    
       

       

      
        
          
            	 	By: 	/s/ Alex
      Aupoix
	 	
                    Name: 

                    Title:

                  	
                    Alex
      Aupoix

                    Vice President

                  


          

          
 

          
             

            
              
                
                  	 	By: 	/s/ Adrienne
      Molloy
	 	
                          Name: 

                          Title:

                        	
                          Adrienne
      Molloy

                          Vice President

                        


                

                


                  
                    
                      
                        


                         

                      

                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  



              

            

          

        

      

    

    ARRANGER,
BOOKRUNNER, SWAP BANK, AGENT AND SECURITY TRUSTEE:

    


    THE
ROYAL BANK OF SCOTLAND PLC

    


    


    
      
        
           

          
            
              
                	 	By: 	/s/ Leo
    Chang
	 	
                        Name: 

                        Title:

                      	
                        Leo
      Chang

                        Attorney-in-Fact