EXECUTION
		  COPY



	  

	 EAGLE
		BULK SHIPPING INC.

	  

	 5,400,000 Shares


	  

	 Common
		Stock

	 ($0.01 par
		value per share)

	  

	 UNDERWRITING
		AGREEMENT

	  

	 February
		28, 2007

	 



	 

	 
	 

	 

	 UNDERWRITING
		AGREEMENT

	  

	 February
		28, 2007

	  

	 UBS
		Securities LLC

	 299
		Park Avenue

	 New
		York, New York 10171-0026

	  

	 Ladies
		and Gentlemen:

	 


	 Eagle
		Bulk Shipping Inc., a Marshall Islands corporation (the
		“Company”), proposes to sell to UBS Securities LLC (the
		“Underwriter”) an aggregate of 5,400,000 shares (the
		“Initial Shares”) of common stock, $.01 par value (the
		“Common Stock”), of the Company). In addition, solely for
		the purpose of covering over-allotments, the Company proposes to
		grant to the Underwriter the option to purchase up to 810,000 shares
		of Common Stock (the “Additional Shares”). The Initial
		Shares and the Additional Shares are hereinafter collectively
		sometimes referred to as the “Shares.” The Shares are
		described in the Prospectus which is referred to below.

	  

	 The
		Company has prepared and filed, in accordance with the provisions of
		the Securities Act of 1933, as amended, and the rules and regulations
		thereunder (collectively, the “Act”), with the Securities
		and Exchange Commission (the “Commission”) a registration
		statement on Form S-3 (File No. 333-139745) including a prospectus,
		which registration statement incorporates by reference documents
		which the Company has filed, or will file, in accordance with the
		provisions of the Securities Exchange Act of 1934, as amended, and
		the rules and regulations thereunder (collectively, the
		“Exchange
		Act”).
		Amendments to such registration statement, if necessary or
		appropriate, have been similarly prepared and filed with the
		Commission in accordance with the Act. Such registration statement,
		as so amended, has become effective under the Act.

	  

	 Except
		where the context otherwise requires, “Registration
		Statement,”
		as used herein, means the registration statement, as amended at the
		time of such registration statement’s effectiveness for purposes
		of Section 11 of the Act, as such section applies to the Underwriter
		(the “Effective
		Time”),
		including (i) all documents filed as a part thereof or incorporated
		or deemed to be incorporated by reference therein, (ii) any
		information contained or incorporated by reference in a prospectus
		filed with the Commission pursuant to Rule 424(b) under the Act, to
		the extent such information is deemed, pursuant to Rule 430A, Rule
		430B or Rule 430C under the Act, to be part of the registration
		statement at the Effective Time, and (iii) any registration statement
		filed to register the offer and sale of Shares pursuant to Rule
		462(b) under the Act.

	  

	 The
		Company has furnished to you, for use by the Underwriter and by
		dealers in connection with the offering of the Shares, copies of one
		or more preliminary prospectus supplements, and the documents
		incorporated by reference therein, relating to the Shares. Except
		where the context otherwise requires, “Pre-Pricing
		Prospectus,”
		as used herein, means each such preliminary prospectus supplement, in
		the form so furnished, including any
		basic 

	  

	 

	 
	 

	 
	  

	 
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	 prospectus
		(whether or not in preliminary form) furnished to you by the Company
		and attached to or used with such preliminary prospectus
		supplement.
		Except where the context otherwise requires, “Basic
		Prospectus,”
		as used herein, means any such basic prospectus and any basic
		prospectus furnished to you by the Company and attached to or used
		with the Prospectus Supplement (as defined below).

	  

	 Except
		where the context otherwise requires, “Prospectus
		Supplement,”
		as used herein, means the final prospectus supplement, relating to
		the Shares, filed by the Company with the Commission pursuant to Rule
		424(b) under the Act on or before the second business day after the
		date hereof (or such earlier time as may be required under the Act),
		in the form furnished by the Company to you for use by the
		Underwriter and by dealers in connection with the offering of the
		Shares.

	  

	 Except
		where the context otherwise requires, “Prospectus,”
		as used herein, means the Prospectus Supplement together with the
		Basic Prospectus attached to or used with the Prospectus
		Supplement.

	  

	 “Permitted
		Free Writing Prospectuses,”
		as used herein, means any document that is (i) required to be filed
		with the Commission by the Company or (ii) exempt from filing
		pursuant to Rule 433(d)(5)(i) because it contains a description of
		the Shares or the offering that does not reflect the final terms,
		listed on Schedule
		C
		attached hereto. The Underwriter has not offered or sold and will not
		offer or sell, without the Company’s consent, any Shares by
		means of any “free writing prospectus” (as defined in Rule
		405 under the Act) that is required to be filed by the Underwriter
		with the Commission pursuant to Rule 433 under the Act or that is
		exempt from filing pursuant to Rule 433(d)(5)(i) because it contains
		a description of the Shares or the offering that does not reflect the
		final terms, other than a Permitted Free Writing
		Prospectus.

	 


	 “Disclosure
		Package,”
		as used herein, means any Pre-Pricing Prospectus or Basic Prospectus,
		in either case together with the Permitted Free Writing Prospectus
		identified on Schedule
		C hereto.


	 


	 Any
		reference herein to the Registration Statement, any Basic Prospectus,
		any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus
		or any Permitted Free Writing Prospectus shall be deemed to refer to
		and include the documents, if any, incorporated by reference, or
		deemed to be incorporated by reference, therein (the
		“Incorporated
		Documents”),
		including, unless the context otherwise requires, the documents, if
		any, filed as exhibits to such Incorporated Documents. Any reference
		herein to the terms “amend,”
		“amendment”
		or “supplement”
		with respect to the Registration Statement, any Basic Prospectus, any
		Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or
		any Permitted Free Writing Prospectus shall be deemed to refer to and
		include the filing of any document under the Exchange Act on or after
		the initial effective date of the Registration Statement, or the date
		of such Basic Prospectus, such Pre-Pricing Prospectus, the Prospectus
		Supplement, the Prospectus 

	  

	 

	 
	 

	 
	  

	 
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	 or
		such Permitted Free Writing Prospectus, as the case may be, and
		deemed to be incorporated therein by reference.

	 


	 As
		used in this Agreement, “business
		day”
		shall mean a day on which the New York Stock Exchange (the
		“NYSE”)
		is open for trading. The terms “herein,”
		“hereof,” “hereto,” “hereinafter” and
		similar terms, as used in this Agreement, shall in each case refer to
		this Agreement as a whole and not to any particular section,
		paragraph, sentence or other subdivision of this Agreement. The term
		“or,” as used herein, is not exclusive.

	  

	 The
		Company and the Underwriter agree as follows:

	  

	 1.  Sale
		and Purchase.
		Upon the basis of the representations and warranties and subject to
		the terms and conditions herein set forth, the Company agrees to sell
		to the Underwriter and the Underwriter agrees to purchase from the
		Company the number of Shares set forth opposite the name of the
		Underwriter in Schedule A
		attached hereto at a purchase price of $18.50 per Share. The Company
		is advised by you that the Underwriter intends (i) to make a public
		offering of the Shares as soon after the effectiveness of this
		Agreement as in your judgment is advisable and (ii) initially to
		offer the Shares upon the terms set forth in the Prospectus. You may
		from time to time increase or decrease the public offering price
		after the initial public offering to such extent as you may
		determine.

	  

	 In
		addition, the Company hereby grants to the Underwriter the option to
		purchase, and upon the basis of the representations and warranties
		and subject to the terms and conditions herein set forth, the
		Underwriter shall have the right to purchase from the Company all or
		a portion of the Additional Shares as may be necessary to cover
		over-allotments made in connection with the offering of the Shares by
		the Company, at the same purchase price per share to be paid by the
		Underwriter to the Company for the Shares. This option may be
		exercised by the Underwriter at any time and from time to time on or
		before the thirtieth day following the date of the Prospectus
		Supplement, by written notice to the Company. Such notice shall set
		forth the aggregate number of Additional Shares as to which the
		option is being exercised, and the date and time when the Additional
		Shares are to be delivered (such date and time being herein referred
		to as the “additional time of purchase”); provided,
		however,
		that the additional time of purchase shall not be earlier than the
		“time of purchase” (as defined below) nor earlier than the
		second business day after the date on which the option shall have
		been exercised nor later than the tenth business day after the date
		on which the option shall have been exercised. 

	  

	 2.  Payment
		and Delivery.
		Payment of the purchase price for the Initial Shares shall be made to
		the Company by Federal Funds wire transfer, against delivery of the
		certificates for the Initial Shares to you through the facilities of
		The Depository Trust Company (“DTC”) for the account of the
		Underwriter. Such payment and delivery shall be made at
		10:00 A.M., New York City time, on March 6, 2007 (unless another
		time shall be agreed to by you and the Company) (hereinafter
		sometimes called the “time of purchase”). Electronic
		transfer of the Firm Shares shall be made to you at the time of
		purchase in such names and in such denominations as you shall
		specify.

	  

	 
		

		
		

		
		 

		
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	 Payment
		of the purchase price for the Additional Shares shall be made to the
		Company by Federal Funds wire transfer, against delivery of the
		certificates for the Additional Shares to you through the facilities
		of DTC for the account of the Underwriter. Such payment and delivery
		shall be made at 10:00 A.M., New York City time, on the date
		when the Additional Shares are to be delivered. Electronic transfer
		of the Additional Shares shall be made to you at the time of purchase
		in such names and in such denominations as you shall
		specify.

	  

	 Deliveries
		of the documents described in Section 7 hereof with respect to the
		purchase of the Shares shall be made at the offices of Seward &
		Kissel, LLP, One Battery Park Plaza, New York, New York 10004, at
		9:00 A.M., New York City time, on the date of the closing of the
		purchase of the Shares.

	  

	 3.  Representations
		and Warranties of the Company.
		The Company represents and warrants to and agrees with the
		Underwriter that:

	  

	 (a)  the
		Registration Statement has heretofore become effective under the Act
		or, with respect to any registration statement to be filed to
		register the offer and sale of Shares pursuant to Rule 462(b) under
		the Act, will be filed with the Commission and become effective under
		the Act no later than 10:00 P.M., New York City time, on the date of
		determination of the public offering price for the Shares; no stop
		order of the Commission preventing or suspending the use of any Basic
		Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement,
		the Prospectus or any Permitted Free Writing Prospectus, or the
		effectiveness of the Registration Statement, has been issued, and no
		proceedings for such purpose have been instituted or, to the
		Company’s knowledge, are contemplated by the
		Commission;

	  

	 (b)  the
		Registration Statement complied when it became effective, complies as
		of the date hereof and, as amended or supplemented, at the time of
		purchase, any additional time of purchase and at all times during
		which a prospectus is required by the Act to be delivered (whether
		physically or through compliance with Rule 172 under the Act or any
		similar rule) in connection with any sale of Shares, will comply, in
		all material respects, with the requirements of the Act; the
		conditions to the use of Form “S-3” in connection with the
		offering and sale of the Shares as contemplated hereby have been
		satisfied; the Registration Statement meets, and the offering and
		sale of the Shares as contemplated hereby complies with, the
		requirements of Rule 415 under the Act; the Registration Statement
		did not, as of the Effective Time, contain an untrue statement of a
		material fact or omit to state a material fact required to be stated
		therein or necessary to make the statements therein not misleading;
		each Pre-Pricing Prospectus complied, at the time it was filed with
		the Commission, and complies as of the date hereof, in all material
		respects with the requirements of the Act; at no time during the
		period that begins on the earlier of the date of such Pre-Pricing
		Prospectus and the date such Pre-Pricing Prospectus was filed with
		the Commission and ends at the time of purchase or, as the case may
		be, the applicable additional time of purchase, if any, did or will
		any Pre-Pricing Prospectus, as then amended or supplemented, include
		an untrue statement of a material fact or omit to state a material
		fact necessary in order to make the statements therein, in the light
		of the circumstances

	  


	 
		

		
		

		
		
		  
			  

			 
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	 under
		which they were made, not misleading, and at no time during such
		period did or will any Pre-Pricing Prospectus, as then amended or
		supplemented, together with any combination of one or more of the
		then issued Permitted Free Writing Prospectuses, if any, include an
		untrue statement of a material fact or omit to state a material fact
		necessary in order to make the statements therein, in the light of
		the circumstances under which they were made, not misleading; each
		Basic Prospectus complied or will comply, as of its date and the date
		it was or will be filed with the Commission, complies as of the date
		hereof (if filed with the Commission on or prior to the date hereof)
		and, at the time of purchase, any additional time of purchase and at
		all times during which a prospectus is required by the Act to be
		delivered (whether physically or through compliance with Rule 172
		under the Act or any similar rule) in connection with any sale of
		Shares, will comply, in all material respects, with the requirements
		of the Act; at no time during the period that begins on the earlier
		of the date of such Basic Prospectus and the date such Basic
		Prospectus was filed with the Commission and ends at the time of
		purchase or any additional time of purchase did or will any Basic
		Prospectus, as then amended or supplemented, include an untrue
		statement of a material fact or omit to state a material fact
		necessary in order to make the statements therein, in the light of
		the circumstances under which they were made, not misleading, and at
		no time during such period did or will any Basic Prospectus, as then
		amended or supplemented, together with any combination of one or more
		of the then issued Permitted Free Writing Prospectuses, if any,
		include an untrue statement of a material fact or omit to state a
		material fact necessary in order to make the statements therein, in
		the light of the circumstances under which they were made, not
		misleading; each of the Prospectus Supplement and the Prospectus will
		comply, as of the date that it is filed with the Commission, the date
		of the Prospectus Supplement, the time of purchase, any additional
		time of purchase and at all times during which a prospectus is
		required by the Act to be delivered (whether physically or through
		compliance with Rule 172 under the Act or any similar rule) in
		connection with any sale of Shares, in all material respects, with
		the requirements of the Act (in the case of the Prospectus,
		including, without limitation, Section 10(a) of the Act); at no time
		during the period that begins on the earlier of the date of the
		Prospectus Supplement and the date the Prospectus Supplement is filed
		with the Commission and ends at the later of the time of purchase or,
		as the case may be, the applicable additional time of purchase, if
		any, and the end of the period during which a prospectus is required
		by the Act to be delivered (whether physically or through compliance
		with Rule 172 under the Act or any similar rule) in connection with
		any sale of Shares did or will any Prospectus Supplement or the
		Prospectus, as then amended or supplemented, include an untrue
		statement of a material fact or omit to state a material fact
		necessary in order to make the statements therein, in the light of
		the circumstances under which they were made, not misleading; at no
		time during the period that begins on the date of such Permitted Free
		Writing Prospectus and ends at the time of purchase did or will any
		Permitted Free Writing Prospectus include an untrue statement of a
		material fact or omit to state a material fact necessary in order to
		make the statements therein, in the light of the circumstances under
		which they were made, not misleading; provided,
		however,
		that the Company makes no representation or warranty in this Section
		with respect to any statement contained in the Registration
		Statement, any Pre-Pricing Prospectus, the Prospectus or any
		

	  

	 

	 
	 

	 
	 

		 

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	 Permitted
		Free Writing Prospectus in reliance upon and in conformity with
		information concerning the Underwriter and furnished in writing by or
		on behalf of the Underwriter through you to the Company expressly for
		use in the Registration Statement, such Pre-Pricing Prospectus, the
		Prospectus or such Permitted Free Writing Prospectus; each
		Incorporated Document, at the time such document was filed with the
		Commission or at the time such document became effective, as
		applicable, complied, in all material respects, with the requirements
		of the Exchange Act and did not include an untrue statement of a
		material fact or omit to state a material fact necessary in order to
		make the statements therein, in the light of the circumstances under
		which they were made, not misleading;

	  

	 (c)  prior
		to the execution of this Agreement, the Company has not, directly or
		indirectly, offered or sold any Shares by means of any
		“prospectus” (within the meaning of the Act) or used any
		“prospectus” (within the meaning of the Act) in connection
		with the offer or sale of the Shares, in each case other than the
		Pre-Pricing Prospectuses and the Permitted Free Writing Prospectuses,
		if any; the Company is not and will continue not to be an
		“ineligible issuer” (as defined in Rule 405 under the Act)
		for purposes of Rules 164 and 433 under the Act with respect to the
		offering of the Shares contemplated by the Registration;


	  

	 (d)  as
		of the date of this Agreement, the Company has an authorized and
		outstanding capitalization as set forth in the section of the
		Registration Statement and the Prospectus entitled
		“Capitalization”; all of the issued and outstanding shares
		of capital stock, including the Common Stock, of the Company have
		been duly authorized and validly issued and are fully paid and
		non-assessable, have been issued in compliance with all federal and
		state securities laws and were not issued in violation of any
		preemptive right, resale right, right of first refusal or similar
		right; no further approval or authority of the stockholders or the
		Board of Directors of the Company are required for the issuance and
		sale of the Shares; and the Shares are duly listed, and admitted and
		authorized for trading, subject to official notice of issuance and
		evidence of satisfactory distribution, on the National Association of
		Securities Dealers Automated Quotation National Market System
		(“NASDAQ”);

	  

	 (e)  the
		Company has been duly incorporated and is validly existing as a
		corporation in good standing under the laws of the Marshall Islands,
		with full corporate power and authority to own, lease and operate its
		properties and conduct its business as described in the Registration
		Statement, the Disclosure Package and the Prospectus to execute and
		deliver this Agreement and to issue, sell and deliver the Shares as
		contemplated herein;

	  

	 (f)  the
		Company is duly qualified to do business as a foreign corporation and
		is in good standing in each jurisdiction where the ownership or
		leasing of its properties or the conduct of its business requires
		such qualification, except where the failure to be so qualified and
		in good standing would not, individually or in the aggregate, have a
		material adverse effect on the business, properties, financial
		condition, results of operation or

	  

	 

	 
	 

	 
	  


	 

		
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	 prospects
		of the Company and the Subsidiaries (as hereinafter defined) taken as
		a whole (a “Material Adverse Effect”);

	  

	 (g)  the
		Company has no subsidiaries (as defined under the Act) other than the
		Subsidiaries named in Schedule B hereto
		(collectively, the “Subsidiaries”); the Company owns all of
		the issued and outstanding capital stock of each of the Subsidiaries;
		other than the capital stock of the Subsidiaries, the Company does
		not own, directly or indirectly, any shares of stock or any other
		equity or long-term debt securities of any corporation or have any
		equity interest in any firm, partnership, joint venture, association
		or other entity; complete and correct copies of all articles of
		incorporation, bylaws, certificates of formation, limited liability
		company agreements and other organizational documents of the Company
		and the Subsidiaries and all amendments thereto have been delivered
		to you, and except as set forth in the exhibits to the Registration
		Statement no changes therein will be made on or after the date hereof
		and on or prior to the time of purchase or, if later, any additional
		time of purchase; each Subsidiary has been duly incorporated and is
		validly existing as a corporation in good standing under the laws of
		the jurisdiction of its incorporation, with full corporate power and
		authority to own, lease and operate its properties and to conduct its
		business as described in the Registration Statement, the Disclosure
		Package and the Prospectus; each Subsidiary is duly qualified to do
		business as a foreign corporation and is in good standing in each
		jurisdiction where the ownership or leasing of its properties or the
		conduct of its business requires such qualification, except where the
		failure to be so qualified and in good standing would not,
		individually or in the aggregate, have a Material Adverse Effect;
		each Subsidiary is in compliance in all respects with the laws,
		orders, rules, regulations and directives issued or administered by
		such jurisdictions, except where the failure to be in compliance
		would not, individually or in the aggregate, have a Material Adverse
		Effect; all of the outstanding shares of capital stock of each of the
		Subsidiaries have been duly authorized and validly issued, are fully
		paid and non-assessable, have been issued in compliance with all
		applicable securities laws, were not issued in violation of any
		preemptive right, resale right, right of first refusal or similar
		right and are owned by the Company subject to no security interest,
		other encumbrance or adverse claims; and no options, warrants or
		other rights to purchase, agreements or other obligations to issue or
		other rights to convert any obligation into shares of capital stock
		or ownership interests in the Subsidiaries are
		outstanding;

	  

	 (h)  the
		Shares have been duly and validly authorized and, when issued and
		delivered against payment therefor as provided herein, will be duly
		and validly issued, fully paid and non-assessable and free of
		statutory and contractual preemptive rights, resale rights, rights of
		first refusal and similar rights; and the Shares, when issued and
		delivered against payment therefor as provided herein, will be free
		of any restriction upon the voting or transfer thereof pursuant to
		the Company’s articles of incorporation or bylaws or other
		governing documents or any agreement or other instrument to which the
		Company or any of the Subsidiaries is a party or by which any of them
		or any of their respective properties may be bound or affected;
		

	  

	 

	 
	 

	 
	  


	 

		
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	 (i)  the
		capital stock of the Company, including the Shares, conforms in all
		material respects to the description thereof contained in the
		Registration Statement, the Disclosure Package and the Prospectus and
		the certificates for the Shares are in due and proper form and the
		holders of the Shares will not be subject to personal liability by
		reason of being such holders;

	  

	 (j)  this
		Agreement has been duly authorized, executed and delivered by the
		Company;

	  

	 (k)  neither
		the Company nor any of the Subsidiaries is in breach or violation of
		or in default under (nor has any event occurred which with notice,
		lapse of time or both would result in any breach or violation of,
		constitute a default under or give the holder of any indebtedness (or
		a person acting on such holder’s behalf) the right to require
		the repurchase, redemption or repayment of all or a part of such
		indebtedness under) (A) its respective articles of incorporation,
		bylaws, certificate of formation, limited liability company agreement
		or other organizational documents, or (B) any indenture, mortgage,
		deed of trust, bank loan or credit agreement or other evidence of
		indebtedness, or any license, lease, contract or other agreement or
		instrument to which the Company or any of the Subsidiaries is a party
		or by which any of them or any of their respective properties may be
		bound or affected, or (C) any federal, state, local or foreign law,
		regulation or rule, or (D) any rule or regulation of any
		self-regulatory organization or other non-governmental regulatory
		authority (including, without limitation, the rules and regulations
		of the NASDAQ), or (E) any decree, judgment or order applicable to
		the Company or any of the Subsidiaries or any of their respective
		properties; except, in each case, for such breaches, violations or
		defaults that would not, individually or in the aggregate, have a
		Material Adverse Effect;

	  

	 (l)  the
		execution, delivery and performance of this Agreement, the issuance
		and sale of the Shares by the Company pursuant hereto and the
		consummation of the transactions contemplated hereby will not
		conflict with, result in any breach or violation of or constitute a
		default under (nor constitute any event which with notice, lapse of
		time or both would result in any breach or violation of or constitute
		a default under or give the holder of any indebtedness (or a person
		acting on such holder’s behalf) the right to require the
		repurchase, redemption or repayment of all or a part of such
		indebtedness under) (or result in the creation or imposition of a
		lien, charge or encumbrance on any property or assets of the Company
		or any Subsidiary pursuant to) (A) articles of incorporation, bylaws,
		certificate of formation, limited liability company agreement or
		other organizational document of the Company or any of the
		Subsidiaries, (B) any indenture, mortgage, deed of trust, bank loan
		or credit agreement or other evidence of indebtedness, or any
		license, lease, contract or other agreement or instrument to which
		the Company or any of the Subsidiaries is a party or by which any of
		them or any of their respective properties may be bound or affected,
		(C) any federal, state, local or foreign law, regulation or rule, (D)
		any rule or regulation of any self-regulatory organization or other
		non-governmental regulatory authority (including, without limitation,
		the rules and regulations of the NASDAQ, or (E)

	  

	 

	 
	 

	 
	  


	 

		
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	 any
		decree, judgment or order applicable to the Company or any of the
		Subsidiaries or any of their respective properties, except, in the
		case of clause (B), for such breaches, violations or defaults that
		would not, individually or in the aggregate, have a Material Adverse
		Effect;

	  

	 (m)  no
		approval, authorization, consent or order of or filing with any
		federal, state, local or foreign governmental or regulatory
		commission, board, body, authority or agency, or of or with any
		self-regulatory organization or other non-governmental regulatory
		authority (including, without limitation, the NASDAQ), or approval of
		the stockholders of the Company, is required in connection with the
		issuance and sale of the Shares to be sold by the Company pursuant
		hereto or the consummation by the Company of the transactions
		contemplated hereby other than registration of the Shares under the
		Act, which has been effected, any other approvals, authorizations,
		consents, orders or filing that have been obtained or made and are in
		full force and effect and any necessary qualification under the
		securities or blue sky laws of the various jurisdictions in which the
		Shares are being offered by the Underwriter or under the rules and
		regulations of the National Association of Securities Dealers, Inc.
		(the “NASD”);

	  

	 (n)  except
		as set forth in the Registration Statement, the Disclosure Package
		and the Prospectus (i) no person has the right, contractual or
		otherwise, to cause the Company to issue or sell to it any shares of
		Common Stock or shares of any other capital stock or other equity
		interests of the Company, (ii) no person has any preemptive
		rights, resale rights, rights of first refusal or other rights to
		purchase any shares of Common Stock or shares of any other capital
		stock of or other equity interests in the Company, and (iii) no
		person has the right to act as an underwriter or as a financial
		advisor to the Company in connection with the offer and sale of the
		Shares, in the case of each of the foregoing clauses (i), (ii) and
		(iii), whether as a result of the filing or effectiveness of the
		Registration Statement or the sale of the Shares as contemplated
		thereby or otherwise; no person has the right, contractual or
		otherwise, to cause the Company to register under the Act any shares
		of Common Stock or shares of any other capital stock of or other
		equity interests in the Company, or to include any such shares or
		interests in the Registration Statement or the offering contemplated
		thereby, whether as a result of the filing or effectiveness of the
		Registration Statement or the sale of the Shares as contemplated
		thereby or otherwise;

	  

	 (o)  each
		of the Company and the Subsidiaries has all necessary licenses,
		authorizations, consents and approvals and has made all necessary
		filings required under any federal, state, local or foreign law,
		regulation or rule, and has obtained all necessary licenses,
		authorizations, consents and approvals from other persons, in order
		to conduct its respective business, except where the failure to have
		such licenses, authorizations, consents and approvals or to make such
		filings would not, individually or in the aggregate, have a Material
		Adverse Effect; neither the Company nor any of the Subsidiaries is in
		violation of, or in default under, or has received notice of any
		proceedings relating to revocation or modification of, any such
		license, authorization, consent or approval or any federal, state,
		local or foreign law, regulation or rule or any decree, order or
		judgment applicable to the 

	  

	 

	 
	 

	 
	  


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	 Company
		or any of the Subsidiaries, except where such violation, default,
		revocation or modification would not, individually or in the
		aggregate, have a Material Adverse Effect;

	  

	 (p)  all
		legal or governmental proceedings, affiliate transactions,
		off-balance sheet transactions (including, without limitation,
		transactions related to, and the existence of, “variable
		interest entities” within the meaning of Financial Accounting
		Standards Board Interpretation No. 46), contracts, licenses,
		agreements, properties, leases or documents of a character required
		to be described in the Registration Statement, the Disclosure Package
		or the Prospectus or to be filed as an exhibit to the Registration
		Statement have been so described or filed as required;

	  

	 (q)  there
		are no actions, suits, claims, investigations or proceedings pending
		or threatened or contemplated to which the Company or any of the
		Subsidiaries or any of their respective directors or officers is or
		would be a party or of which any of their respective properties is or
		would be subject at law or in equity, before or by any federal,
		state, local or foreign governmental or regulatory commission, board,
		body, authority or agency, or before or by any self-regulatory
		organization or other non-governmental regulatory authority
		(including, without limitation, the rules and regulations of the
		NASDAQ), except any such action, suit, claim, investigation or
		proceeding which would not result in a judgment, decree or order
		having, individually or in the aggregate, a Material Adverse Effect
		or prevent consummation of the transactions contemplated
		hereby;

	  

	 (r)  Ernst
		& Young LLP, whose audit report on the consolidated financial
		statements of the Company and the Subsidiaries is included or
		incorporated by reference in the Registration Statement, the
		Disclosure Package and the Prospectus, are independent registered
		public accountants as required by the Act and by the rules of the
		Public Company Accounting Oversight Board;

	  

	 (s)  the
		audited and unaudited financial statements included or incorporated
		by reference in the Registration Statement, the Disclosure Package
		and the Prospectus, together with the related notes and schedules,
		present fairly the consolidated financial position of the Company and
		the Subsidiaries as of the dates indicated and the consolidated
		results of operations and cash flows of the Company and the
		Subsidiaries for the periods specified and have been prepared in
		compliance with the requirements of the Act and in conformity with
		generally accepted accounting principles applied on a consistent
		basis during the periods involved; the other financial and
		statistical data set forth in the Registration Statement, the
		Pre-Pricing Prospectuses, the Prospectus and the Permitted Free
		Writing Prospectuses, if any, are accurately and fairly presented and
		prepared on a basis consistent with the financial statements and
		books and records of the Company; there are no financial statements
		(historical or pro forma) that are required to be included in the
		Registration Statement, any Pre-Pricing Prospectuses or the
		Prospectus (including, without limitation, as required by Rules 3-12
		or 3-05 or Article 11 of Regulation S-X under the Act) that are not
		included or incorporated by reference as required; the Company and
		the Subsidiaries do not have any material liabilities or obligations,
		direct or contingent (including any off-balance sheet 

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 obligations),
		not disclosed in the Registration Statement, each Pre-Pricing
		Prospectus and the Prospectus;

	  

	 (t)  subsequent
		to the respective dates as of which information is given in the
		Registration Statement, the Disclosure Package and the Prospectus,
		there has not been (i) any material adverse change, or any
		development involving a prospective material adverse change, in the
		business, properties, management, financial condition or results of
		operations of the Company and the Subsidiaries taken as a whole, (ii)
		any transaction which is material to the Company and the Subsidiaries
		taken as a whole, (iii) any obligation, direct or contingent
		(including any off-balance sheet obligations), incurred by the
		Company or the Subsidiaries, which is material to the Company and the
		Subsidiaries taken as a whole, (iv) any change in the capital stock
		or outstanding indebtedness of the Company or the Subsidiaries or (v)
		any dividend or distribution of any kind declared, paid or made on
		the capital stock of the Company;

	  

	 (u)  the
		Company has obtained for the benefit of the Underwriter the agreement
		(a “Lock-Up Agreement”), in the form set forth as
		Exhibit
		A
		hereto, of each of its directors and officers named in Exhibit
		A-1
		hereto;


	  

	 (v)  the
		Company is not and, after giving effect to the offering and sale of
		the Shares , will not be an “investment company” or an
		entity “controlled” by an “investment company,”
		as such terms are defined in the Investment Company Act of 1940, as
		amended (the “Investment Company Act”) or a “passive
		foreign investment company” or a “controlled foreign
		corporation” as such terms are defined in the Internal Revenue
		Code of 1986, as amended (the “Internal Revenue
		Code”);

	  

	 (w)  the
		Company and each of the Subsidiaries has good and marketable title to
		all property (real and personal) described the Registration
		Statement, the Disclosure Package and the Prospectus as being owned
		by each of them, free and clear of all liens, claims, security
		interests or other encumbrances; and all the property described in
		the Registration Statement, the Disclosure Package and the Prospectus
		as being held under lease by the Company or a Subsidiary is held
		thereby under valid, subsisting and enforceable leases;

	  

	 (x)  neither
		the Company nor any of the Subsidiaries is engaged in any unfair
		labor practice (as defined in the National Labor Relations Act);
		except for matters which would not, individually or in the aggregate,
		have a Material Adverse Effect, (i) there is (A) no unfair
		labor practice complaint pending or, to the Company’s knowledge
		after due inquiry, threatened against the Company or any of the
		Subsidiaries before the National Labor Relations Board, and no
		grievance or arbitration proceeding arising out of or under
		collective bargaining agreements is pending or threatened,
		(B) no strike, labor dispute, slowdown or stoppage pending or,
		to the Company’s knowledge, threatened against the Company or
		any of the Subsidiaries and (C) no union representation dispute
		currently existing concerning the employees of the Company or any of
		the Subsidiaries, and (ii) to the Company’s knowledge,
		there has been no violation of any federal, state, local or foreign
		

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 law
		relating to discrimination in the hiring, promotion or pay of
		employees, any applicable wage or hour laws or any provision of the
		Employee Retirement Income Security Act of 1974 (“ERISA”)
		or the rules and regulations promulgated thereunder concerning the
		employees of the Company or any of the Subsidiaries;

	  

	 (y)  the
		Company and the Subsidiaries and their properties, assets and
		operations are in compliance with, and hold all permits,
		authorizations and approvals required under, Environmental Laws (as
		defined below), except to the extent that failure to so comply or to
		hold such permits, authorizations or approvals would not,
		individually or in the aggregate, have a Material Adverse Effect;
		except as described in the Registration Statement, the Disclosure
		Package and the Prospectus, there are no past or present events,
		conditions, circumstances, activities, practices, actions, omissions
		or plans that could reasonably be expected to give rise to any
		material costs or liabilities to the Company or the Subsidiaries
		under, or to interfere with or prevent compliance by the Company or
		the Subsidiaries with, Environmental Laws; except as would not,
		individually or in the aggregate, have a Material Adverse Effect,
		neither the Company nor any of the Subsidiaries (i) is the subject of
		any investigation, (ii) has received any notice or claim, (iii) is a
		party to or affected by any pending or threatened action, suit or
		proceeding, (iv) is bound by any judgment, decree or order or (v) has
		entered into any agreement, in each case relating to any alleged
		violation of any Environmental Law or any actual or alleged release
		or threatened release or cleanup at any location of any Hazardous
		Materials (as defined below) (as used herein, “Environmental
		Law” means any federal, state, local or foreign law, statute,
		ordinance, rule, regulation, order, decree, judgment, injunction,
		permit, license, authorization or other binding requirement or common
		law (including any applicable regulations and standards adopted by
		the International Maritime Organization) relating to health, safety
		or the protection, cleanup or restoration of the environment or
		natural resources, including those relating to the distribution,
		processing, generation, treatment, storage, disposal, transportation,
		other handling or release or threatened release of Hazardous
		Materials, and “Hazardous Materials” means any material
		(including, without limitation, pollutants, contaminants, hazardous
		or toxic substances or wastes) that is regulated by or may give rise
		to liability under any Environmental Law);

	  

	 (z)  in
		the ordinary course of its business, the Company and each of the
		Subsidiaries conducts a periodic review of the effect of the
		Environmental Laws on its business, operations and properties, in the
		course of which it identifies and evaluates associated costs and
		liabilities (including, without limitation, any capital or operating
		expenditures required for cleanup, closure of properties or
		compliance with the Environmental Laws or any permit, license or
		approval, any related constraints on operating activities and any
		potential liabilities to third parties);

	  

	 (aa)  all
		tax returns required to be filed by the Company and each of the
		Subsidiaries have been filed, and all taxes and other assessments of
		a similar nature (whether imposed directly or through withholding)
		including any interest, additions to tax or penalties applicable
		thereto due or claimed to be due from such entities have been paid,
		

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 other
		than those being contested in good faith and for which adequate
		reserves have been provided;

	  

	 (bb)  the
		Company and each of the Subsidiaries maintains insurance or a
		membership in a mutual protection and indemnity association covering
		its properties, operations, personnel and businesses as the Company
		deems adequate; such insurance or membership insures against such
		losses and risks to an extent which the Company deems is adequate in
		accordance with customary industry practice; all such insurance is
		fully in force on the date hereof and will be fully in force at the
		time of purchase and any additional time of purchase; there are no
		material claims by the Company or any Subsidiary under any insurance
		policy or instrument as to which any insurance company or mutual
		protection and indemnity association is denying liability or
		defending under a reservation of rights clause; neither the Company
		nor any of the Subsidiaries is currently required to make any
		payment, or is aware of any facts that would require the Company or
		any Subsidiary to make any payment, in respect of a call by, or a
		contribution to, any mutual protection and indemnity association; and
		neither the Company nor any Subsidiary has reason to believe that it
		will not be able to renew any such insurance or membership in a
		mutual protection and indemnity association as and when such
		insurance or membership expires or is terminated;

	  

	 (cc)  since
		the date of the last audited financial statements included
		in the Registration Statement, the Disclosure Package and the
		Prospectus, (i) there has not been a material loss (whether actual or
		constructive or partial or total) of or to any of the vessels that
		are described in the Registration Statement, the Disclosure Package
		and the Prospectus as owned or to be acquired by the Company or any
		Subsidiary, (ii) no such vessel has been arrested or requisitioned
		for title or hire and (iii) neither the Company nor any of the
		Subsidiaries has sustained any material loss or interference with its
		respective business from fire, explosion, flood or other calamity or
		from any labor dispute or court or governmental action, order or
		decree;

	  

	 (dd)  the
		Company has not sent or received any communication regarding the
		termination, amendment, modification or waiver of, or intent not to
		renew, or intent not to consummate any transaction contemplated by,
		any of the material contracts or agreements referred to or described
		in the Disclosure Package and the Prospectus, or referred to or
		described in, or filed as an exhibit to, the Registration Statement,
		and no such termination, amendment, modification, waiver, non-renewal
		or intention not to consummate has been threatened by the Company or,
		to the Company’s knowledge after due inquiry, any other party to
		any such material contract or agreement;

	  

	 (ee)  the
		Company and each of the Subsidiaries maintain a system of internal
		accounting controls sufficient to provide reasonable assurance that
		(i) transactions are executed in accordance with
		management’s general or specific authorization;
		(ii) transactions are recorded as necessary to permit
		preparation of financial statements in conformity with generally
		accepted accounting principles and to maintain accountability for
		assets; (iii) access to assets is permitted only in accordance
		with management’s general or specific authorization; and
		(iv) the recorded accountability for assets is compared with
		

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 existing
		assets at reasonable intervals and appropriate action is taken with
		respect to any differences;

	  

	 (ff)  the
		Company has established and maintains and evaluates “disclosure
		controls and procedures” (as such term is defined in Rule 13a-15
		and 15d-15 under the Exchange Act) and “internal control over
		financial reporting” (as such term is defined in Rule 13a-15 and
		15d-15 under the Exchange Act); such disclosure controls and
		procedures are designed to ensure that material information relating
		to the Company, including its consolidated subsidiaries, is made
		known to the Company’s Chief Executive Officer and Chief
		Financial Officer by others within those entities, and such
		disclosure controls and procedures are effective to perform the
		functions for which they were established; the Company’s
		auditors and the Audit Committee of the Board of Directors of the
		Company have been advised of: (i) any significant deficiencies in the
		design or operation of internal controls which could adversely affect
		the Company’s ability to record, process, summarize, and report
		financial data; and (ii) any fraud, whether or not material, that
		involves management or other employees who have a role in the
		Company’s internal controls; any material weaknesses in internal
		controls have been identified for the Company’s auditors; since
		the date of the most recent evaluation of such disclosure controls
		and procedures, there have been no significant changes in internal
		controls or in other factors that could significantly affect internal
		controls, including any corrective actions with regard to significant
		deficiencies and material weaknesses; and the Company has taken all
		necessary actions to ensure that, upon effectiveness of the
		Registration Statement, the Company and the Subsidiaries and their
		respective officers and directors, in their capacities as such, will
		be in compliance in all material respects with the provisions of the
		Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and
		the rules and regulations promulgated thereunder; 

	  

	 (gg)  the
		Company has not, directly or indirectly, including through any of the
		Subsidiaries extended credit, arranged to extend credit, or renewed
		any extension of credit, in the form of a personal loan, to or for
		any director or executive officer of the Company, or to or for any
		family member or affiliate of any director or executive officer of
		the Company;

	  

	 (hh)  each
		“forward-looking statement” (within the meaning of Section
		27A of the Act or Section 21E of the Exchange Act) contained or
		incorporated by reference in the Registration Statement, the
		Disclosure Package and the Prospectus has been made or reaffirmed
		with a reasonable basis and has been disclosed in good
		faith;

	  

	 (ii)  any
		statistical and market-related data included or incorporated by
		reference in the Registration Statement, the Disclosure Package and
		the Prospectus are based on or derived from sources that the Company
		believes to be reliable and accurate, and the Company has obtained
		the written consent to the use of such data from such sources to the
		extent required;

	  

	 (jj)  neither
		the Company nor any of the Subsidiaries nor, to the knowledge of the
		Company, any director, officer, agent, employee or affiliate of the
		Company or any of the Subsidiaries is aware of or has taken any
		action, directly or indirectly, that would result in a 

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 violation
		by such persons of the Foreign Corrupt Practices Act of 1977, as
		amended, and the rules and regulations thereunder (the “Foreign
		Corrupt Practices Act”); and the Company, the Subsidiaries and,
		to the knowledge of the Company, its affiliates have conducted their
		businesses in compliance with the Foreign Corrupt Practices Act and
		have instituted and maintain policies and procedures designed to
		ensure, and which are reasonably expected to continue to ensure,
		continued compliance therewith;

	  

	 (kk)  the
		operations of the Company and the Subsidiaries are and have been
		conducted at all times in compliance with applicable financial
		recordkeeping and reporting requirements of the Currency and Foreign
		Transactions Reporting Act of 1970, as amended, the money laundering
		statutes and the rules and regulations thereunder and any related or
		similar rules, regulations or guidelines, issued, administered or
		enforced by any governmental agency to which such operations are
		subject (collectively, the “Money Laundering Laws”); and no
		action, suit or proceeding by or before any court or governmental
		agency, authority or body or any arbitrator or non-governmental
		authority involving the Company or any of the Subsidiaries with
		respect to the Money Laundering Laws is pending or, to the best
		knowledge of the Company, threatened;

	  

	 (ll)  neither
		the Company nor any of the Subsidiaries nor, to the knowledge of the
		Company, any director, officer, agent, employee or affiliate of the
		Company or any of the Subsidiaries is currently subject to any United
		States sanctions administered by the Office of Foreign Assets Control
		of the United States Treasury Department (“OFAC”); and the
		Company will not directly or indirectly use the proceeds of the
		offering, or lend, contribute or otherwise make available such
		proceeds to any Subsidiary, joint venture partner or other person or
		entity, for the purpose of financing the activities of any person
		currently subject to any United States sanctions administered by
		OFAC;

	  

	 (mm)  except
		as described in the Registration Statement, the Disclosure Package
		and the Prospectus, no Subsidiary is currently prohibited, directly
		or indirectly, from paying any dividends to the Company, from making
		any other distribution on such Subsidiary’s capital stock, from
		repaying to the Company any loans or advances to such Subsidiary from
		the Company or from transferring any of such Subsidiary’s
		property or assets to the Company or any other Subsidiary of the
		Company, except as described in the Registration Statement, the
		Disclosure Package and the Prospectus; all dividends and other
		distributions declared and payable on the shares of Common Stock of
		the Company and on the capital stock of each Subsidiary may under the
		current laws and regulations of the Marshall Islands be paid in
		United States dollars and freely transferred out of the Marshall
		Islands; and all such dividends and other distributions are not
		subject to withholding or other taxes under the current laws and
		regulations of the Marshall Islands and are otherwise free and clear
		of any withholding, stamp, transfer, excise or other tax and may be
		declared and paid without the necessity of obtaining any consents,
		approvals, authorizations, orders, licenses, registrations,
		clearances and qualifications of or with any court or governmental
		agency or body or any stock exchange authorities in the Marshall
		Islands;

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 (nn)  the
		issuance and sale of the Shares to be sold by the Company pursuant
		hereto will not cause any holder of any shares of capital stock,
		securities convertible into or exchangeable or exercisable for
		capital stock or options, warrants or other rights to purchase
		capital stock or any other securities of the Company to have any
		right to acquire any shares of preferred stock of the
		Company;

	  

	 (oo)  the
		Company is in compliance with the Marketplace Rules of the NASDAQ,
		including, without limitation, the requirements for initial and
		continued designation of the Common Stock as a NASDAQ
		security;

	  

	 (pp)  except
		pursuant to this Agreement, neither the Company nor any of the
		Subsidiaries has incurred any liability for any finder’s or
		broker’s fee or agent’s commission in connection with the
		execution and delivery of this Agreement or the consummation of the
		transactions contemplated hereby or by the Registration Statement,
		the Disclosure Package and the Prospectus;

	  

	 (qq)  neither
		the Company nor any of the Subsidiaries nor any of their respective
		directors, officers or affiliates has taken, directly or indirectly,
		any action designed, or which has constituted or might reasonably be
		expected to cause or result in, under the Exchange Act or otherwise,
		the stabilization or manipulation of the price of any security of the
		Company to facilitate the sale or resale of the Shares;
		and

	  

	 (rr)  to
		the Company’s knowledge, there are no affiliations or
		associations between (i) any member of the NASD and (ii) the Company
		or any of the Company’s officers, directors or 5% or greater
		securityholders or any beneficial owner of the Company’s
		unregistered equity securities that were acquired at any time on or
		after the 180th day immediately preceding the date the Registration
		Statement was initially filed with the Commission, except as set
		forth in the Registration Statement, the Disclosure Package and the
		Prospectus; and

	  

	 (ss)  no
		stamp duty, stock exchange tax, value-added tax, withholding tax or
		any other similar duty or tax is payable in the United States, the
		Marshall Islands, or any other jurisdiction in which either the
		Company or any of its Subsidiaries is engaged in business for tax
		purposes, (including, in each case, any political subdivision thereof
		or any authority thereof having power to tax), in connection with the
		execution, delivery or performance of this Agreement by the Company
		or the issuance, sale or delivery of the Shares by the Company to the
		Underwriters or the initial resales of the Shares by the Underwriters
		in the manner contemplated by this Agreement, the Registration
		Statement, the Disclosure Package and the Prospectus.

	  

	 In
		addition, any certificate signed by any officer of the Company or any
		of the Subsidiaries and delivered to the Underwriter or counsel for
		the Underwriter in connection with the offering of the Shares shall
		be deemed to be a representation and warranty by the Company or
		Subsidiary, as the case may be, as to matters covered thereby, to
		each Underwriter.

	  

	 
		

		
		

		
		 


		

		  
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				Securities LLC

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	 4.  Certain
		Covenants of the Company.
		The Company hereby agrees with the Underwriter:

	  

	 (a)  to
		furnish such information as may be required and otherwise to
		cooperate in qualifying the Shares for offering and sale under the
		securities or blue sky laws of such states or other jurisdictions as
		you may reasonably designate and to maintain such qualifications in
		effect so long as you may reasonably request for the distribution of
		the Shares; provided,
		however,
		that the Company shall not be required to qualify as a foreign
		corporation or to consent to the service of process under the laws of
		any such jurisdiction (except service of process with respect to the
		offering and sale of the Shares); and to promptly advise you of the
		receipt by the Company of any notification with respect to the
		suspension of the qualification of the Shares for offer or sale in
		any jurisdiction or the initiation or threatening of any proceeding
		for such purpose;

	  

	 (b)  to
		make available to the Underwriter in New York City, as soon as
		practicable after this Agreement becomes effective, and thereafter
		from time to time to furnish to the Underwriter, as many copies of
		the Prospectus (or of the Prospectus as amended or supplemented if
		the Company shall have made any amendments or supplements thereto
		after the effective date of the Registration Statement) as the
		Underwriter may request for the purposes contemplated by the Act; in
		case the Underwriter is required to deliver (whether physically or
		through compliance with Rule 172 under the act or any similar rule),
		a prospectus after the nine-month period referred to in
		Section 10(a)(3) of the Act in connection with the sale of the
		Shares, the Company will prepare, at its expense, promptly upon
		request such amendment or amendments to the Registration Statement
		and the Prospectus as may be necessary to permit compliance with the
		requirements of Section 10(a)(3) of the Act;

	  

	 (c)  if,
		at the time this Agreement is executed and delivered, it is necessary
		for any post-effective amendment to the Registration Statement to be
		declared effective before the Shares may be sold, the Company will
		use its best efforts to cause such post-effective amendment to become
		effective as soon as possible and the Company will advise you
		promptly and, if requested by you, will confirm such advice in
		writing, (i) when any such post-effective amendment thereto has
		become effective, and (ii) if Rule 430A under the Act is used, when
		the Prospectus is filed with the Commission pursuant to Rule 424(b)
		under the Act (which the Company agrees to file in a timely manner
		under such Rule);

	  

	 (d)  if,
		at any time during the period when a prospectus is required by the
		Act to be delivered (whether physically or through compliance with
		Rule 172 under the Act or any similar rule) in connection with any
		sale of Shares, the Registration Statement shall cease to comply with
		the requirements of the Act with respect to eligibility for the use
		of the form on which the Registration Statement was filed with the
		Commission, to (i) promptly notify you, (ii) promptly file with the
		Commission a new registration statement under the Act, relating to
		the Shares, or a post-effective amendment to the Registration
		Statement, which new registration statement or post-effective
		amendment shall comply with the requirements of the Act and shall be
		in a form satisfactory to you, (iii) use its best efforts to cause
		such 

	  

	 

	 
	 

	 
	  


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	 new
		registration statement or post-effective amendment to become
		effective under the Act as soon as practicable, (iv) promptly notify
		you of such effectiveness and (v) take all other action necessary or
		appropriate to permit the public offering and sale of the Shares to
		continue as contemplated in the Prospectus; all references herein to
		the Registration Statement shall be deemed to include each such new
		registration statement or post-effective amendment, if
		any;

	  

	 (e)  to
		advise you promptly, confirming such advice in writing, of any
		request by the Commission for amendments or supplements to the
		Registration Statement, any Pre-Pricing Prospectus, the Prospectus or
		any Permitted Free Writing Prospectus or for additional information
		with respect thereto, or of notice of institution of proceedings for,
		or the entry of a stop order, suspending the effectiveness of the
		Registration Statement and, if the Commission should enter a stop
		order suspending the effectiveness of the Registration Statement, to
		use its best efforts to obtain the lifting or removal of such order
		as soon as possible; to advise you promptly of any proposal to amend
		or supplement the Registration Statement, any Pre-Pricing Prospectus
		or the Prospectus and to provide you and the Underwriter’s
		counsel copies of any such documents for review and comment a
		reasonable amount of time prior to any proposed filing and to file no
		such amendment or supplement to which you shall reasonably object in
		writing;

	  

	 (f)  subject
		to Section 4(e) hereof, to file promptly all reports and documents
		and any preliminary or definitive proxy or information statement
		required to be filed by the Company with the Commission in order to
		comply with the Exchange Act subsequent to the date of the Prospectus
		and for so long as the delivery of a prospectus is required (whether
		physically or through compliance with Rule 172 under the act or any
		similar rule) in connection with the offering or sale of the Shares;
		and to provide you with a copy of such reports and statements and
		other documents to be filed by the Company pursuant to Section 13, 14
		or 15(d) of the Exchange Act during such period a reasonable amount
		of time prior to any proposed filing, and to promptly notify you of
		such filing;

	  

	 (g)  if
		necessary or appropriate, to file a registration statement pursuant
		to Rule 462(b) under the Act;

	  

	 (h)  to
		advise the Underwriter promptly of the happening of any event within
		the time during which a prospectus relating to the Shares is required
		to be delivered under the Act (whether physically or through
		compliance with Rule 172 under the act or any similar rule) which
		could require the making of any change in the Prospectus then being
		used so that the Prospectus would not include an untrue statement of
		material fact or omit to state a material fact necessary to make the
		statements therein, in the light of the circumstances under which
		they are made, not misleading, and, during such time, subject to
		Section 4(e) hereof, to prepare and furnish, at the Company’s
		expense, to the Underwriter promptly such amendments or supplements
		to such Prospectus as may be necessary to reflect any such
		change;

	  

	 

	 
	 

	 
	  


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		Securities LLC

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	 (i)  to
		make generally available to its security holders, and to deliver to
		you, an earnings statement of the Company (which will satisfy the
		provisions of Section 11(a) of the Act) covering a period of twelve
		months beginning after the effective date of the Registration
		Statement (as defined in Rule 158(c) under the Act) as soon as is
		reasonably practicable after the termination of such twelve-month
		period but not later than March 6, 2008;

	  

	 (j)  to
		furnish to its shareholders as soon as practicable after the end of
		each fiscal year an annual report (including a consolidated balance
		sheet and statements of income, shareholders’ equity and cash
		flow of the Company and the Subsidiaries for such fiscal year,
		accompanied by a copy of the certificate or report thereon of
		nationally recognized independent certified public
		accountants);

	  

	 (k)  to
		furnish to you three copies of the Registration Statement, as
		initially filed with the Commission, and of all amendments thereto
		(including all exhibits thereto and documents incorporated by
		reference therein);

	  

	 (l)  to
		furnish to you as early as practicable prior to the time of purchase
		and any additional time of purchase, as the case may be, but not
		later than two business days prior thereto, a copy of the latest
		available unaudited interim and monthly consolidated financial
		statements, if any, of the Company and the Subsidiaries which have
		been read by the Company’s independent registered public
		accountants, as stated in their letter to be furnished pursuant to
		Section 7(f) hereof;

	  

	 (m)  to
		comply with Rule 433(d) under the Act and with Rule 433(g) under the
		Act;

	  

	 (n)  to
		apply the net proceeds from the sale of the Shares in the manner set
		forth under the caption of “Use of Proceeds” in the
		Prospectus;

	  

	 (o)  for
		a period of 45 days after the date hereof (the “Lock-Up
		Period”), without the prior written consent of the Underwriter,
		not to (i) sell, offer to sell, contract or agree to sell,
		hypothecate, pledge, grant any option to purchase or otherwise
		dispose of or agree to dispose of, directly or indirectly, or
		establish or increase a put equivalent position or liquidate or
		decrease a call equivalent position within the meaning of Section 16
		of the Exchange Act and the rules and regulations of the Commission
		promulgated thereunder, with respect to, any Common Stock or
		securities convertible into or exchangeable or exercisable for Common
		Stock or warrants or other rights to purchase Common Stock or any
		other securities of the Company that are substantially similar to
		Common Stock, (ii) file or cause to be declared effective a
		registration statement under the Act relating to the offer and sale
		of any shares of Common Stock or securities convertible into or
		exercisable or exchangeable for Common Stock or warrants or other
		rights to purchase Common Stock or any other securities of the
		Company that are substantially similar to Common Stock, (iii) enter
		into any swap or other arrangement that transfers to another, in
		whole or in part, any of the economic consequences of ownership of
		Common Stock or any securities convertible

	  

	 

	 
	 

	 
	  


	 

		 
 

	 

		

		 

  

  
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  into
	 or exercisable or exchangeable for Common Stock, or warrants or other
	 rights to purchase Common Stock or any such securities, whether any
	 such transaction is to be settled by delivery of Common Stock or such
	 other securities, in cash or otherwise or (iv) publicly announce an
	 intention to effect any transaction specified in clause (i), (ii) or
	 (iii), except, in each case, for (A) the registration of the Shares
	 and the sales to the Underwriter pursuant to this Agreement, (B)
	 issuances of Common Stock upon the exercise of options or warrants
	 disclosed as outstanding in the Registration Statement, the
	 Disclosure Package and the Prospectus, and (C) the issuance of
	 employee stock options not exercisable during the Lock-Up Period
	 pursuant to stock option plans described in the Registration
	 Statement and the Prospectus; provided,
	 however,
	 that if (a) during the period that begins on the date that is fifteen
	 calendar days plus three business days before the last day of the
	 Lock-Up Period and ends on the last day of the Lock-Up Period, the
	 Company issues an earnings release or material news or a material
	 event relating to the Company occurs, or (b) prior to the expiration
	 of the Lock-Up Period, the Company announces that it will release
	 earnings results during the sixteen day period beginning on the last
	 day of the Lock-Up Period, the restrictions imposed by this Section
	 4(o) shall continue to apply until the expiration of the date that is
	 fifteen calendar days plus three business days after the date on
	 which the issuance of the earnings release or material news or the
	 material event occurs; provided, however, that this sentence shall
	 not apply if the research published or distributed with respect to
	 the Company is issued in compliance with or pursuant to Rule 139 of
	 the Securities Act of 1933, as amended, and the Company’s
	 securities are “actively traded” as such term is defined in
	 Rule 101(c)(1) of Regulation M of the Exchange Act;

   

  (p)  to
	 use its best efforts to cause the Shares to be listed for quotation
	 on the NASDAQ; 

   

  (q)  to
	 maintain a transfer agent and, if necessary under the jurisdiction of
	 incorporation of the Company, a registrar for the Common Stock;
	 

   

  (r)  prior
	 to the time of purchase or any additional time of purchase, as the
	 case may be, to issue no press release or other communication
	 directly or indirectly and hold no press conferences with respect to
	 the Company or any Subsidiary, the financial condition, results of
	 operations, business, properties, assets, or liabilities of the
	 Company or any Subsidiary, or the offering of the Shares, without
	 your prior consent;

   

  (s)  not,
	 at any time on or after the execution of this Agreement, to
	 distribute any “prospectus” (within the meaning of the Act)
	 or offering material in connection with the offering or sale of the
	 Shares other than the Registration Statement and the then most recent
	 Prospectus; and

   

  (t)  not
	 to, take, directly or indirectly, any action designed, or which has
	 constituted or might reasonably be expected to cause or result in,
	 under the Exchange Act or otherwise, the stabilization or
	 manipulation of the price of any security of the Company to
	 facilitate the sale or resale of the Shares.

   

  

  
  

  
  
	 
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  5. Payment
	 of Expenses.
	 The
	 Company agrees to pay all costs, expenses, fees and taxes in
	 connection with (i) the preparation and filing of the Registration
	 Statement, the Pre-Pricing Prospectuses, the Prospectus and the
	 Permitted Free Writing Prospectuses and any amendments or supplements
	 thereto, and the printing and furnishing of copies of each thereof to
	 the Underwriter and to dealers (including costs of mailing and
	 shipment), (ii) the registration, sale and delivery of the Shares
	 including any stock or transfer taxes and stamp or similar duties
	 payable upon the sale, issuance or delivery of the Shares by the
	 Company to the Underwriter, (iii) the qualification of the Shares for
	 offering and sale under state or foreign laws and the determination
	 of their eligibility for investment under state or foreign law as
	 aforesaid (including the legal fees and filing fees and other
	 disbursements of counsel for the Underwriter) and the printing and
	 furnishing of copies of any blue sky surveys or legal investment
	 surveys to the Underwriter and to dealers, (iv) any listing of the
	 Shares on any securities exchange or qualification of the Shares for
	 quotation on the NASDAQ and any registration thereof under the
	 Exchange Act, (v) any filing for review of the public offering of the
	 Shares by the NASD, including the legal fees and filing fees and
	 other disbursements of counsel to the Underwriter relating to NASD
	 matters, (vi) the fees and disbursements of any transfer agent or
	 registrar for the Shares, (vii) the costs and expenses of the Company
	 relating to presentations or meetings undertaken in connection with
	 the marketing of the offering and sale of the Shares to prospective
	 investors and the Underwriter’s sales forces, including, without
	 limitation, expenses associated with the production of road show
	 slides and graphics, fees and expenses of any consultants engaged in
	 connection with the road show presentations, travel, lodging and
	 other expenses incurred by the officers of the Company and any such
	 consultants, and the cost of any aircraft chartered in connection
	 with the road show, (viii) the fees and expenses of the
	 Company’s accountants and the fees and expenses of counsel
	 (including local and special counsel) for the Company; and (ix) all
	 other costs and expenses incident to the performance by the Company
	 of their obligations hereunder.  


   

  It,
	 however, is understood that, except as provided in this Section 5,
	 Section 6 and Section 9, the Underwriter will pay all of their own
	 costs and expenses, including the fees and expenses of their counsel,
	 transfer and other taxes on resale of any Shares by them and any
	 advertising expenses connected with any offer they make.
	 

   

  6. Reimbursement
	 of Underwriter’s Expenses.
	 If the Shares are not delivered for any reason other than the
	 termination of this Agreement pursuant to clause (i), (iii), (iv) or
	 (v) of Subsection (y) of the second paragraph of Section 8 or the
	 default by the Underwriter in its obligations hereunder, the Company
	 shall, in addition to paying the amounts described in Section 5
	 hereof, reimburse the Underwriter for all of its actual accountable
	 out-of-pocket expenses, including the fees and disbursements of their
	 counsel.

   

  7. Conditions
	 of Underwriter’s Obligations.
	 The obligations of the Underwriter hereunder are subject to the
	 accuracy of the representations and warranties on the part of the
	 Company on the date hereof, at the time of purchase and, if
	 applicable, at each additional time of purchase, the performance by
	 the Company of each of their respective obligations hereunder and to
	 the following additional conditions precedent:

   

  

  
  

  
  
	 
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		  Securities LLC

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  (a)  The
	 Company shall furnish to you at the time of purchase and, if
	 applicable, any additional time of purchase, an opinion and negative
	 assurance letter of Skadden, Arps, Slate, Meagher & Flom LLP,
	 special United States counsel for the Company, addressed to the
	 Underwriter, and dated the time of purchase or the additional time of
	 purchase, as the case may be, in form and substance satisfactory to
	 Seward & Kissel, counsel for the Underwriter, in the forms set
	 forth in Exhibit
	 B-1
	 and Exhibit
	 B-2
	 hereto.


   

  (b)  You
	 shall have received at the time of purchase and, if applicable, any
	 additional time of purchase, an opinion of Seward & Kissel LLP,
	 addressed to the Underwriter, and dated the time of purchase or the
	 additional time of purchase, as the case may be, in form and
	 substance satisfactory to the Underwriter, in the form set forth in
	 Exhibit
	 C-1
	 hereto.

   

  (c)  You
	 shall have received at the time of purchase and, if applicable, any
	 additional time of purchase, the written opinion of Seward &
	 Kissel LLP, , addressed to the Underwriter, and dated the time of
	 purchase in form and substance satisfactory to the Underwriter, in
	 the form set forth in Exhibit
	 C-2
	 hereto. 

   

  (d)  You
	 shall have received at the time of purchase and, if applicable, any
	 additional time of purchase, an opinion of Seward & Kissel LLP,
	 addressed to the Underwriter, and dated the time of purchase or the
	 additional time of purchase, as the case may be, in form and
	 substance satisfactory to the Underwriter, in the form set forth in
	 Exhibit
	 D
	 hereto.

   

  (e)  The
	 Company shall furnish to you at the time of purchase and, if
	 applicable, any additional time of purchase, an opinion of Reeder
	 & Simpson P.C., special Marshall Islands counsel for the Company,
	 addressed to the Underwriter, and dated the time of purchase or the
	 additional time of purchase, as the case may be, in form and
	 substance satisfactory to Seward & Kissel LLP, counsel for the
	 Underwriter, in the form set forth in Exhibit
	 E
	 hereto.

   

  (f)  You
	 shall have received from Ernst & Young LLP letters dated,
	 respectively, the date of this Agreement, the time of purchase and,
	 if applicable, any additional time of purchase, and addressed to the
	 Underwriter in the forms heretofore approved by the
	 Underwriter.

   

  (g)  You
	 shall have received at the time of purchase and, if applicable, any
	 additional time of purchase, the favorable opinion and negative
	 assurance statement of Seward & Kissel LLP, counsel for the
	 Underwriter, dated the time of purchase or the additional time of
	 purchase, as the case may be, in form and substance reasonably
	 satisfactory to the Underwriter.

   

  (h)  No
	 Prospectus or amendment or supplement to the Registration Statement
	 or the Prospectus shall have been filed to which you reasonably
	 object in writing.

  

  
  

  
  
	 
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  (i)  The
	 Registration Statement shall have been filed and any registration
	 statement required to be filed, prior to the sale of the Shares,
	 under the Act pursuant to Rule 462(b) shall have been filed and shall
	 have become effective under the Act no later than 10:00 p.m. New York
	 City time on the date of determination of the public offering price
	 for the shares. The Prospectus Supplement shall have been filed with
	 the Commission pursuant to Rule 424(b) under the Act at or before
	 5:30 P.M., New York City time, on the second full business day after
	 the date of this Agreement.

   

  (j)  Prior
	 to and at the time of purchase and, if applicable, any additional
	 time of purchase, (i) no stop order with respect to the effectiveness
	 of the Registration Statement shall have been issued under the Act or
	 proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the
	 Registration Statement and all amendments thereto shall not contain
	 an untrue statement of a material fact or omit to state a material
	 fact required to be stated therein or necessary to make the
	 statements therein not misleading; (iii) the Prospectus, and any
	 amendment or supplement thereto, shall not include an untrue
	 statement of a material fact or omit to state a material fact
	 necessary in order to make the statements therein, in the light of
	 the circumstances under which they are made, not misleading; and (iv)
	 the Disclosure Package, and any amendment or supplement thereto,
	 shall not include an untrue statement of a material fact or omit to
	 state a material fact necessary in order to make the statements
	 therein, in the light of the circumstances under which they are made,
	 not misleading.

   

  (k)  Between
	 the time of execution of this Agreement and the time of purchase or
	 each additional time of purchase, as the case may be, (A) no material
	 adverse change or any development involving a prospective material
	 adverse change in the business, properties, management, financial
	 condition or results of operations of the Company and the
	 Subsidiaries taken as a whole shall occur or become known, and (B) no
	 transaction which is material and adverse to the Company has been
	 entered into by the Company or any of the Subsidiaries.

   

  (l)  There
	 shall not have been a material loss (whether actual or constructive
	 or partial or total) of or to any of the vessels that are described
	 in the Registration Statement, the Disclosure Package and the
	 Prospectus as owned or to be acquired by the Company or any
	 Subsidiary and no such vessel shall have been arrested or
	 requisitioned for title or hire.

   

  (m)  The
	 Company will, at the time of purchase and, if applicable, at each
	 additional time of purchase, deliver to you a certificate of its
	 Chief Executive Officer and its Chief Financial Officer, dated the
	 time of purchase or each additional time of purchase, as the case may
	 be, in the form attached as Exhibit
	 F
	 hereto.

   

  (n)  You
	 shall have received signed Lock-up Agreements referred to in Section
	 3(u) hereof, and each such Lock-Up Agreement shall be in full force
	 and effect at the time of purchase and each additional time of
	 purchase, as the case may be.

  

  
  

  
  
	 
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  (o)  The
	 Shares shall have been approved for quotation on NASDAQ, subject only
	 to notice of issuance at or prior to the time of purchase and each
	 additional time of purchase, as the case may be.

   

  (p)  The
	 Company shall have furnished to you such other documents and
	 certificates as you may reasonably request.

   

  8. Effective
	 Date of Agreement; Termination.
	 This Agreement shall become effective when the parties hereto have
	 executed and delivered this Agreement.

   

  The
	 obligations of the Underwriter hereunder shall be subject to
	 termination in the absolute discretion of the Underwriter, if (x)
	 since the time of execution of this Agreement or the earlier
	 respective dates as of which information is given in the Registration
	 Statement, the Disclosure Package and the Prospectus, there has been
	 any material adverse change or any development involving a
	 prospective material adverse change in the business, properties,
	 management, financial condition or results of operations of the
	 Company and the Subsidiaries taken as a whole, which would, in the
	 Underwriter’s judgment, make it impracticable or inadvisable to
	 proceed with the public offering or the delivery of the Shares on the
	 terms and in the manner contemplated in the Registration Statement,
	 the Disclosure Package and the Prospectus, or (y) since of execution
	 of this Agreement, there shall have occurred: (i) a suspension or
	 material limitation in trading in securities generally on the New
	 York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii)
	 a suspension or material limitation in trading in the Company’s
	 securities on the NASDAQ; (iii) a general moratorium on commercial
	 banking activities declared by either federal or New York State
	 authorities or a material disruption in commercial banking or
	 securities settlement or clearance services in the United States;
	 (iv) an outbreak or escalation of hostilities or acts of terrorism
	 involving the United States or a declaration by the United States of
	 a national emergency or war; or (v) any other calamity or crisis or
	 any change in financial, political or economic conditions in the
	 United States or elsewhere, if the effect of any such event specified
	 in clause (iv) or (v) in the Underwriter’s judgment makes it
	 impracticable or inadvisable to proceed with the public offering or
	 the delivery of the Shares on the terms and in the manner
	 contemplated in the Registration Statement, the Disclosure Package
	 and the Prospectus, or (z) since the time of execution of this
	 Agreement, there shall have occurred any downgrading, or any notice
	 or announcement shall have been given or made of (i) any intended or
	 potential downgrading or (ii) any watch, review or possible change
	 that does not indicate an affirmation or improvement in the rating
	 accorded any securities of or guaranteed by the Company or any
	 Subsidiary by any “nationally recognized statistical rating
	 organization,” as that term is defined in Rule 436(g)(2) under
	 the Act.

   

  If
	 the Underwriter elects to terminate this Agreement as provided in
	 this Section 8, the Company shall be notified promptly in
	 writing.

   

  If
	 the sale to the Underwriter of the Shares, as contemplated by this
	 Agreement, is not carried out by the Underwriter for any reason
	 permitted under this Agreement or if such sale is not carried out
	 because the Company shall be unable to comply with any of the terms
	 of this Agreement, the Company shall not be under any obligation or
	 liability under this Agreement 

  

  
  

  
  
	 
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(except to the extent provided in
	 Sections 5, 6 and 9 hereof), and the Underwriter shall be under
	 no obligation or liability to the Company under this Agreement
	 (except to the extent provided in Section 9 hereof). 

   

  9. Indemnity
	 and Contribution.


   

  (a)  The
	 Company agrees to indemnify, defend and hold harmless the
	 Underwriter, their partners, directors and officers, and any person
	 who controls the Underwriter within the meaning of Section 15 of the
	 Act or Section 20 of the Exchange Act, and the successors and assigns
	 of all of the foregoing persons, from and against any loss, damage,
	 expense, liability or claim (including the reasonable cost of
	 investigation) which the Underwriter or any such person may incur
	 under the Act, the Exchange Act, the common law or otherwise, insofar
	 as such loss, damage, expense, liability or claim arises out of or is
	 based upon (i) any untrue statement or alleged untrue statement of a
	 material fact contained in the Registration Statement (or in the
	 Registration Statement as amended by any post-effective amendment
	 thereof by the Company) or arises out of or is based upon any
	 omission or alleged omission to state a material fact required to be
	 stated in either such Registration Statement or necessary to make the
	 statements made therein not misleading, except insofar as any such
	 loss, damage, expense, liability or claim arises out of or is based
	 upon any untrue statement or alleged untrue statement of a material
	 fact contained in, and in conformity with information concerning the
	 Underwriter furnished in writing by or on behalf of the Underwriter
	 through you to the Company expressly for use in the Registration
	 Statement or arises out of or is based upon any omission or alleged
	 omission to state a material fact in such Registration Statement in
	 connection with such information, which material fact was not
	 contained in such information and which material fact was necessary
	 in order to make the statements in such information, in the light of
	 the circumstances under which they were made, not misleading or (ii)
	 any untrue statement or alleged untrue statement of a material fact
	 included in any Prospectus (the term Prospectus for the purpose of
	 this Section 9 being deemed to include any Basic Prospectus, any
	 Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and
	 any amendments or supplements to the foregoing), in any Permitted
	 Free Writing Prospectus, in any “issuer information” (as
	 defined in Rule 433 under the Act) of the Company or in any
	 Prospectus together with any combination of one or more of the
	 Permitted Free Writing Prospectuses, if any, or arises out of or is
	 based upon any omission or alleged omission to state a material fact
	 necessary in order to make the statements therein, in the light of
	 the circumstances under which they were made, not misleading, except,
	 with respect to such Prospectus or Permitted Free Writing Prospectus,
	 except insofar as any such loss, damage, expense, liability or claim
	 arises out of or is based upon any untrue statement or alleged untrue
	 statement of a material fact contained in, and in conformity with
	 information concerning the Underwriter furnished in writing by or on
	 behalf of the Underwriter through you to the Company expressly for
	 use in, such Prospectus or Permitted Free Writing Prospectus or
	 arises out of or is based upon any omission or alleged omission to
	 state a material fact in such Prospectus or Permitted Free Writing
	 Prospectus in connection with such information, which material fact
	 was not contained in such information and which material fact was
	 necessary in order to make the 

  

  
  

  
  
	 
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  statements
	 in such information, in the light of the circumstances under which
	 they were made, not misleading.

   

  (b)  The
	 Underwriter agrees to indemnify, defend and hold harmless the
	 Company, its directors or officers and any person who controls the
	 Company within the meaning of Section 15 of the Act or Section 20 of
	 the Exchange Act, and the successors and assigns of all of the
	 foregoing persons, from and against any loss, damage, expense,
	 liability or claim (including the reasonable cost of investigation)
	 which, jointly or severally, the Company or any such person may incur
	 under the Act, the Exchange Act, the common law or otherwise, insofar
	 as such loss, damage, expense, liability or claim arises out of or is
	 based upon (i) any untrue statement or alleged untrue statement of a
	 material fact contained in the Registration Statement (or in the
	 Registration Statement as amended by any post-effective amendment
	 thereof by the Company) or arises out of or is based upon any
	 omission or alleged omission to state a material fact required to be
	 stated in either such Registration Statement or necessary to make the
	 statements made therein not misleading but only with reference to
	 information concerning the Underwriter furnished in writing by or on
	 behalf of the Underwriter through you to the Company expressly for
	 use in the Registration Statement (or in the Registration Statement
	 as amended by any post-effective amendment thereof by the Company) or
	 (ii) any untrue statement or alleged untrue statement of a material
	 fact contained in, and in conformity with information concerning the
	 Underwriter furnished in writing by or on behalf of the Underwriter
	 through you to the Company expressly for use in, a Prospectus or a
	 Permitted Free Writing Prospectus, or arises out of or is based upon
	 any omission or alleged omission to state a material fact in such
	 Prospectus, Permitted Free Writing Prospectus or Prospectus together
	 with any combination of one or more of the Permitted Free Writing
	 Prospectuses in connection with such information, which material fact
	 was not contained in such information and which material fact was
	 necessary in order to make the statements in such information, in the
	 light of the circumstances under which they were made, not
	 misleading.

   

  (c)  If
	 any action, suit or proceeding (each, a “Proceeding”) is
	 brought against the Underwriter or any such person in respect of
	 which indemnity may be sought against the Company pursuant to Section
	 9(a), the Underwriter or such person shall promptly notify the
	 Company, in writing of the institution of such Proceeding and the
	 Company, as the case may be, shall assume the defense of such
	 Proceeding, including the employment of counsel reasonably
	 satisfactory to such indemnified party and payment of all fees and
	 expenses; provided,
	 however,
	 that the omission to so notify the Company shall not relieve the
	 Company from any liability which the Company may have to the
	 Underwriter or any such person or otherwise. The Underwriter or such
	 person shall have the right to employ its or their own counsel in any
	 such case, but the fees and expenses of such counsel shall be at the
	 expense of the Underwriter or of such person unless the employment of
	 such counsel shall have been authorized in writing by the
	 indemnifying party in connection with the defense of such Proceeding
	 or the indemnifying party shall not have, within a reasonable period
	 of time in light of the circumstances, employed counsel to have
	 charge of the defense of such Proceeding or such indemnified party or
	 parties shall have reasonably concluded that there 

  

  
  

  
  
	 
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		  Securities LLC

		February
		  28, 2007

		Page
		  27 

		 
 
 

  may
	 be defenses available to it or them which are different from,
	 additional to or in conflict with those available to the indemnifying
	 party (in which case the indemnifying party shall not have the right
	 to direct the defense of such Proceeding on behalf of the indemnified
	 party or parties), in any of which events such fees and expenses
	 shall be borne by the indemnifying party and paid as incurred (it
	 being understood, however, that the indemnifying party shall not be
	 liable for the expenses of more than one separate counsel (in
	 addition to any local counsel) in any one Proceeding or series of
	 related Proceedings in the same jurisdiction representing the
	 indemnified parties who are parties to such Proceeding). The
	 indemnifying party shall not be liable for any settlement of any
	 Proceeding effected without its written consent but if settled with
	 the written consent of the indemnifying party, the indemnifying party
	 agrees to indemnify and hold harmless the Underwriter and any such
	 person from and against any loss or liability by reason of such
	 settlement. Notwithstanding the foregoing sentence, if at any time an
	 indemnified party shall have requested an indemnifying party to
	 reimburse the indemnified party for fees and expenses of counsel as
	 contemplated by the second sentence of this Section 9(d), then the
	 indemnifying party agrees that it shall be liable for any settlement
	 of any Proceeding effected without its written consent if (i) such
	 settlement is entered into more than 60 business days after receipt
	 by such indemnifying party of the aforesaid request, (ii) such
	 indemnifying party shall not have fully reimbursed the indemnified
	 party in accordance with such request prior to the date of such
	 settlement and (iii) such indemnified party shall have given the
	 indemnifying party at least 30 days’ prior notice of its
	 intention to settle. No indemnifying party shall, without the prior
	 written consent of the indemnified party, effect any settlement of
	 any pending or threatened Proceeding in respect of which any
	 indemnified party is or could have been a party and indemnity could
	 have been sought hereunder by such indemnified party, unless such
	 settlement includes an unconditional release of such indemnified
	 party from all liability on claims that are the subject matter of
	 such Proceeding and does not include an admission of fault,
	 culpability or a failure to act, by or on behalf of such indemnified
	 party.

   

  (d)  If
	 any Proceeding is brought against the Company or any such person in
	 respect of which indemnity may be sought against the Underwriter
	 pursuant to Section 9(b) hereof, the Company or such person shall
	 promptly notify the Underwriter in writing of the institution of such
	 Proceeding and the Underwriter shall assume the defense of such
	 Proceeding, including the employment of counsel reasonably
	 satisfactory to such indemnified party and payment of all fees and
	 expenses; provided,
	 however,
	 that the omission to so notify the Underwriter shall not relieve the
	 Underwriter from any liability which the Underwriter may have to the
	 Company, or any such person or otherwise. The Company, or such person
	 shall have the right to employ its own counsel in any such case, but
	 the fees and expenses of such counsel shall be at the expense of the
	 Company, or such person unless the employment of such counsel shall
	 have been authorized in writing by the Underwriter in connection with
	 the defense of such Proceeding or the Underwriter shall not have,
	 within a reasonable period of time in light of the circumstances,
	 employed counsel to defend such Proceeding or such indemnified party
	 or parties shall have reasonably concluded that there may be defenses
	 available to it or them which are different from or 

  

  
  

  
  
	 
		UBS
		  Securities LLC

		February
		  28, 2007

		Page
		  28 

		 
 
 

  additional
	 to or in conflict with those available to the Underwriter (in which
	 case the Underwriter shall not have the right to direct the defense
	 of such Proceeding on behalf of the indemnified party or parties, but
	 the Underwriter may employ counsel and participate in the defense
	 thereof but the fees and expenses of such counsel shall be at the
	 expense of the Underwriter), in any of which events such fees and
	 expenses shall be borne by the Underwriter and paid as incurred (it
	 being understood, however, that the Underwriter shall not be liable
	 for the expenses of more than one separate counsel (in addition to
	 any local counsel) in any one Proceeding or series of related
	 Proceedings in the same jurisdiction representing the indemnified
	 parties who are parties to such Proceeding). The Underwriter shall
	 not be liable for any settlement of any such Proceeding effected
	 without the written consent of the Underwriter but if settled with
	 the written consent of the Underwriter, the Underwriter agree to
	 indemnify and hold harmless the Company, and any such person from and
	 against any loss or liability by reason of such settlement.
	 Notwithstanding the foregoing sentence, if at any time an indemnified
	 party shall have requested an indemnifying party to reimburse the
	 indemnified party for fees and expenses of counsel as contemplated by
	 the second sentence of this Section 9(d), then the indemnifying party
	 agrees that it shall be liable for any settlement of any Proceeding
	 effected without its written consent if (i) such settlement is
	 entered into more than 60 business days after receipt by such
	 indemnifying party of the aforesaid request, (ii) such
	 indemnifying party shall not have reimbursed the indemnified party in
	 accordance with such request prior to the date of such settlement and
	 (iii) such indemnified party shall have given the indemnifying party
	 at least 30 days’ prior notice of its intention to settle. No
	 indemnifying party shall, without the prior written consent of the
	 indemnified party, effect any settlement of any pending or threatened
	 Proceeding in respect of which any indemnified party is or could have
	 been a party and indemnity could have been sought hereunder by such
	 indemnified party, unless such settlement includes an unconditional
	 release of such indemnified party from all liability on claims that
	 are the subject matter of such Proceeding.

   

  (e)  If
	 the indemnification provided for in this Section 9 is unavailable to
	 an indemnified party under subsections (a) or (b) of this
	 Section 9 or insufficient to hold an indemnified party harmless in
	 respect of any losses, damages, expenses, liabilities or claims
	 referred to therein, then each applicable indemnifying party shall
	 contribute to the amount paid or payable by such indemnified party as
	 a result of such losses, damages, expenses, liabilities or claims
	 (i) in such proportion as is appropriate to reflect the relative
	 benefits received by the Company on the one hand and the Underwriter
	 on the other hand from the offering of the Shares or (ii) if the
	 allocation provided by clause (i) above is not permitted by
	 applicable law, in such proportion as is appropriate to reflect not
	 only the relative benefits referred to in clause (i) above but
	 also the relative fault of the Company on the one hand and of the
	 Underwriter on the other in connection with the statements or
	 omissions which resulted in such losses, damages, expenses,
	 liabilities or claims, as well as any other relevant equitable
	 considerations. The relative benefits received by the Company on the
	 one hand and the Underwriter on the other shall be deemed to be in
	 the same respective proportions as the total proceeds from the
	 offering (net of underwriting discounts and commissions but before
	 deducting expenses) received by the Company and the total
	 

  

  
  

  
  
	 
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		  Securities LLC

		February
		  28, 2007

		Page
		  29 

		 
 
 

  underwriting
	 discounts and commissions received by the Underwriter, bear to the
	 aggregate public offering price of the Shares. The relative fault of
	 the Company on the one hand and of the Underwriter on the other shall
	 be determined by reference to, among other things, whether the untrue
	 statement or alleged untrue statement of a material fact or omission
	 or alleged omission relates to information supplied by the Company or
	 by the Underwriter and the parties’ relative intent, knowledge,
	 access to information and opportunity to correct or prevent such
	 statement or omission. The amount paid or payable by a party as a
	 result of the losses, damages, expenses, liabilities and claims
	 referred to in this subsection shall be deemed to include any legal
	 or other fees or expenses reasonably incurred by such party in
	 connection with investigating, preparing to defend or defending any
	 Proceeding.

   

  (f)  The
	 Company and the Underwriter agree that it would not be just and
	 equitable if contribution pursuant to this Section 9 were determined
	 by pro rata allocation or by any other method of allocation that does
	 not take account of the equitable considerations referred to in
	 subsection (e) above. Notwithstanding the provisions of this Section
	 9, the Underwriter shall not be required to contribute any amount in
	 excess of the amount by which the total price at which the Shares
	 underwritten by the Underwriter and distributed to the public were
	 offered to the public exceeds the amount of any damage which the
	 Underwriter has otherwise been required to pay by reason of such
	 untrue statement or alleged untrue statement or omission or alleged
	 omission. No person guilty of fraudulent misrepresentation (within
	 the meaning of Section 11(f) of the Act) shall be entitled to
	 contribution from any person who was not guilty of such fraudulent
	 misrepresentation. 

   

  (g)  The
	 indemnity and contribution agreements contained in this Section 9 and
	 the covenants, warranties and representations of the Company
	 contained in this Agreement shall remain in full force and effect
	 regardless of any investigation made by or on behalf of the
	 Underwriter, their partners, directors or officers or any person
	 (including each partner, officer or director of such person) who
	 controls the Underwriter within the meaning of Section 15 of the
	 Act or Section 20 of the Exchange Act, or by or on behalf of the
	 Company, its directors or officers or any person who controls the
	 Company within the meaning of Section 15 of the Act or
	 Section 20 of the Exchange Act, and shall survive any
	 termination of this Agreement or the issuance and delivery of the
	 Shares. The Company and the Underwriter agree promptly to notify each
	 other of the commencement of any Proceeding against it and, in the
	 case of the Company, against any of the Company’s officers or
	 directors in connection with the issuance and sale of the Shares, or
	 in connection with the Registration Statement, any Pre-Pricing
	 Prospectus, the Prospectus or any Permitted Free Writing
	 Prospectus.

   

  10. Information
	 Furnished by the Underwriter.
	 The statements set forth in the last paragraph on the cover page of
	 the Prospectus and the statements set forth in the section of the
	 Prospectus entitled “Underwriting” in (i) the first
	 paragraph listing the Underwriter and the number of shares to be
	 purchased by the Underwriter, (ii) the second sentence of the fourth
	 paragraph regarding the manner in which Shares may be offered by the
	 Underwriter; (iii) the fifth paragraph regarding resales and
	 commissions and (iv) in the eleventh, twelfth, thirteenth,
	 

  

  
  

  
  
	 
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		  Securities LLC

		February
		  28, 2007

		Page 30 


		 
 
 

  fourteenth
	 and fifteenth paragraphs regarding stabilization, short positions and
	 passive market making constitute the only information furnished by or
	 on behalf of the Underwriter as such information is referred to in
	 Sections 3, 4 and 9 hereof.

   

  11. No
	 Fiduciary Duty.
	 The Company hereby acknowledges that the Underwriter is acting solely
	 as an underwriter in connection with the purchase and sale of the
	 Company’s securities. The Company further acknowledges that the
	 Underwriter is acting pursuant to a contractual relationship created
	 solely by this Underwriting Agreement entered into on an arm’s
	 length basis and in no event do the parties intend that the
	 Underwriter act or be responsible as a fiduciary to the Company, its
	 management, stockholders, creditors, or any other person in
	 connection with any activity that the Underwriter may undertake or
	 has undertaken in furtherance of the purchase and sale of the
	 Company’s securities, either before or after the date hereof.
	 The Underwriter hereby expressly disclaims any fiduciary or similar
	 obligations to the Company, either in connection with the
	 transactions contemplated by this Underwriting Agreement or any
	 matters leading up to such transactions, and the Company hereby
	 confirms their understanding and agreement to that effect. The
	 Company and the Underwriter agree that they are each responsible for
	 making their own independent judgments with respect to any such
	 transactions, and that any opinions or views expressed by the
	 Underwriter to the Company regarding such transactions, including but
	 not limited to any opinions or views with respect to the price or
	 market for the Company’s securities, do not constitute advice or
	 recommendations to the Company. The Company hereby waives and
	 releases, to the fullest extent permitted by law, any claims that the
	 Company may have against the Underwriter with respect to any breach
	 or alleged breach of any fiduciary or similar duty to the Company in
	 connection with the transactions contemplated by this Underwriting
	 Agreement or any matters leading up to such
	 transactions.

   

  12. Notices.
	 Except as otherwise herein provided, all statements, requests,
	 notices and agreements shall be in writing or by facsimile or
	 telegram and, if to the Underwriter, shall be sufficient in all
	 respects if delivered or sent to UBS Securities LLC,
	 299 Park Avenue, New York, N.Y. 10171-0026, Attention: Syndicate
	 Department and, if to the Company, shall be sufficient in all
	 respects if delivered or sent to the Company at the offices of the
	 Company at 477 Madison Avenue, New York, New York 10022, Attention:
	 Sophocles N. Zoullas

   

  13. Governing
	 Law; Construction.
	 This Agreement and any claim, counterclaim or dispute of any kind or
	 nature whatsoever arising out of or in any way relating to this
	 Agreement (“Claim”), directly or indirectly, shall be
	 governed by, and construed in accordance with, the laws of the State
	 of New York. The section headings in this Agreement have been
	 inserted as a matter of convenience of reference and are not a part
	 of this Agreement.

   

  14. Submission
	 to Jurisdiction.
	 Except as set forth below, no Claim may be commenced, prosecuted or
	 continued in any court other than the courts of the State of New York
	 located in the City and County of New York or in the United States
	 District Court for the Southern District of New York, which courts
	 shall have jurisdiction over the adjudication of such matters, and
	 the Company consents to the jurisdiction of such courts and personal
	 service with respect thereto. The Company hereby consents to personal
	 jurisdiction, service and venue in any 

  

  
  

  
  
	 
		UBS
		  Securities LLC

		February
		  28, 2007

		Page 31 


		 
 
 

  court
	 in which any Claim arising out of or in any way relating to this
	 Agreement is brought by any third party against the
	 Underwriter or any indemnified party. The Underwriter and the
	 Company (on its behalf and, to the extent permitted by applicable
	 law, on behalf of its stockholders and affiliates) waives all right
	 to trial by jury in any action, proceeding or counterclaim (whether
	 based upon contract, tort or otherwise) in any way arising out of or
	 relating to this Agreement. The Company each agrees that a final
	 judgment in any such action, proceeding or counterclaim brought in
	 any such court shall be conclusive and binding upon the Company may
	 be enforced in any other courts to the jurisdiction of which the
	 Company is or may be subject, by suit upon such judgment. The Company
	 hereby appoint, without power of revocation, Seward & Kissel LLP,
	 One Battery Park Plaza, New York, New York 10004 as their respective
	 agents to accept and acknowledge on their behalf service of any and
	 all process which may be served in any action, proceeding or
	 counterclaim in any way relating to or arising out of this
	 Agreement.

   

  15. Parties
	 at Interest.
	 The Agreement herein set forth has been and is made solely for the
	 benefit of the Underwriter, the Company and to the extent provided in
	 Section 11 hereof the controlling persons, partners, directors and
	 officers referred to in such Section, and their respective
	 successors, assigns, heirs, personal representatives and executors
	 and administrators. No other person, partnership, association or
	 corporation (including a purchaser, as such purchaser, from the
	 Underwriter) shall acquire or have any right under or by virtue of
	 this Agreement.

   

  16. Counterparts.
	 This Agreement may be signed by the parties in one or more
	 counterparts which together shall constitute one and the same
	 agreement among the parties.

   

  17. Successors
	 and Assigns.
	 This Agreement shall be binding upon the Underwriter and the Company
	 and their successors and assigns and any successor or assign of any
	 substantial portion of the Company’s, and any of the
	 Underwriter’s respective businesses and/or assets.

   

  18. Miscellaneous.
	 UBS, an indirect, wholly owned subsidiary of UBS AG, is not a bank
	 and is separate from any affiliated bank, including any U.S. branch
	 or agency of UBS AG. Because UBS is a separately incorporated entity,
	 it is solely responsible for its own contractual obligations and
	 commitments, including obligations with respect to sales and
	 purchases of securities. Securities sold, offered or recommended by
	 UBS are not deposits, are not insured by the Federal Deposit
	 Insurance Corporation, are not guaranteed by a branch or agency, and
	 are not otherwise an obligation or responsibility of a branch or
	 agency.

   

  [Remainder
	 of page left blank]

  

  
  

  

  If
	 the foregoing correctly sets forth the understanding among the
	 Company and the Underwriter, please so indicate in the space provided
	 below for that purpose, whereupon this agreement and your acceptance
	 shall constitute a binding agreement among the Company and the
	 Underwriter.

   

  Very
	 truly yours,

   

  EAGLE
	 BULK SHIPPING INC.

   

  
	 	 	 	 	 	 
	 By: 	
			 
				/s/ SOPHOCLES
				ZOULLAS
			 

		  	 	 	 
	 	 	 	 	 
	 	Name:
			 Sophocles Zoullas
Title: Chief Executive Officer	 	 	 

 


  Accepted
	 and agreed to as of the

  date
	 first above written 

   

  UBS
	 SECURITIES LLC

   

  
	 	 	 	 	 	 
	 By: 	
			 
				/s/ SIMON
				SMITH
			 

		  	 	 	 
	 	 	 	 	 
	 	Name: Simon
			 Smith
Title: Managing Director	 	 	 

 

   

  
	 	 	 	 	 	 
	 By: 	
			 
				/s/ MICHAEL
				WELSH
			 

		  	 	 	 
	 	 	 	 	 
	 	Name: Michael
			 Welsh
Title: Associate Director	 	 	 

 

  


  

  
  

  
  Schedule
	 A

   

  
	 	
			 Underwriter

			 	
			 
				Number
				  of
 

			 Shares

			 
	
			 UBS
				Securities LLC .
 	
			 5,400,000

			 
	 	 
	
			 Total

			 	
			 5,400,000

			 

 

   

  1


  

  
  

  
  Schedule
	 B

   

  Subsidiaries
	 of the Company

   

  Eagle
	 Shipping International 

  Condor
	 Shipping LLC 

  Hawk
	 Shipping LLC 

  Falcon
	 Shipping LLC 

  Harrier
	 Shipping LLC 

  Osprey
	 Shipping LLC

  Kite
	 Shipping LLC 

  Sparrow
	 Shipping LLC 

  Griffon
	 Shipping LLC 

  Shikra
	 Shipping LLC

  Peregrine
	 Shipping LLC 

  Cardinal
	 Shipping LLC

  Heron
	 Shipping LLC 

  Merlin
	 Shipping LLC 

  Jaeger
	 Shipping LLC 

  Kestrel
	 Shipping LLC 

  Tern
	 Shipping LLC

  Kittiwake
	 Shipping LLC 

  Oriole
	 Shipping LLC 

  Robin
	 Shipping LLC 

  Crested
	 Eagle Shipping LLC 

  Crowned
	 Eagle Shipping LLC 

  Shrike
	 Shipping LLC

  Skua
	 Shipping LLC

  Eagle
	 Bulk (Delaware) LLC

   

  2


  

  
  

  
   

  Schedule
	 C

   

  Pricing
	 Information

   

  
	 	 	
			 1.

			 	
			 Permitted
				Free Writing Prospectus dated February 28, 2007, filed by the Company
				with the Commission pursuant to Rule 433 on March 1,
				2007.
 

 

  

  
  

  

   

  Exhibit
	 A

  


  Form
	 of Lock-Up Agreement

   

  Eagle
	 Bulk Shipping Inc.

   

  Common
	 Stock

   

  ($0.01
	 Par Value)

   

  February
	 28, 2007

   

  


  


  UBS Securities
	 LLC

  299 Park
	 Avenue

  New
	 York, N.Y. 10171-0026

  Ladies
	 and Gentlemen:

  


  This
	 Lock-Up Agreement is being delivered to you in connection with the
	 proposed Underwriting Agreement (the “Underwriting
	 Agreement”)
	 to be entered into by Eagle Bulk Shipping Inc., a Marshall Islands
	 corporation (the “Company”)
	 and you, with respect to the sale by you (the “Offering”)
	 of your common stock, par value $0.01 per share (the
	 “Common
	 Stock”).


   

  In
	 order to induce you to enter into the Underwriting Agreement, the
	 undersigned agrees that, for a period (the “Lock-Up
	 Period”)
	 beginning on the date hereof and ending on, and including, the date
	 that is 45 days after the date of the final prospectus relating to
	 the Offering, the undersigned will not, without the prior written
	 consent of UBS Securities LLC (i) sell, offer to sell, contract or
	 agree to sell, hypothecate, pledge, grant any option to purchase or
	 otherwise dispose of or agree to dispose of, directly or indirectly,
	 or file (or participate in the filing of) a registration statement
	 with the Securities and Exchange Commission (the “Commission”)
	 in respect of, or establish or increase a put equivalent position or
	 liquidate or decrease a call equivalent position within the meaning
	 of Section 16 of the Securities Exchange Act of 1934, as amended, and
	 the rules and regulations of the Commission promulgated thereunder
	 (the “Exchange
	 Act”)
	 with respect to, any Common Stock or any securities convertible into
	 or exercisable or exchangeable for Common Stock, or warrants or other
	 rights to purchase Common Stock or any such securities, (ii) enter
	 into any swap or other arrangement that transfers to another, in
	 whole or in part, any of the economic consequences of ownership of
	 Common Stock or any securities convertible into or exercisable or
	 exchangeable for Common Stock, or warrants or other rights to
	 purchase Common Stock or any such securities, whether any such
	 transaction is to be settled by delivery of Common Stock or such
	 other securities, in cash or otherwise or (iii) 

  

  
  

  
  publicly
	 announce an intention to effect any transaction specified in clause
	 (i) or (ii). The foregoing sentence shall not apply to (a) the
	 registration of or sale to you of any Common Stock pursuant to the
	 Offering and the Underwriting Agreement, (b) bona fide gifts,
	 provided the recipient thereof agrees in writing with you be bound by
	 the terms of this Lock-Up Agreement or (c) dispositions to any trust
	 for the direct or indirect benefit of the undersigned and/or the
	 immediate family of the undersigned, provided that such trust agrees
	 in writing with you to be bound by the terms of this Lock-Up
	 Agreement. For purposes of this paragraph, “immediate
	 family” shall mean the undersigned and the spouse, any lineal
	 descendent, father, mother, brother or sister of the
	 undersigned.

  


  In
	 addition, the undersigned hereby waives any rights the undersigned
	 may have to require registration of Common Stock in connection with
	 the filing of a registration statement relating to the Offering. The
	 undersigned further agrees that, for the Lock-Up Period, the
	 undersigned will not, without the prior written consent of UBS
	 Securities LLC make any demand for, or exercise any right with
	 respect to, the registration of Common Stock or any securities
	 convertible into or exercisable or exchangeable for Common Stock, or
	 warrants or other rights to purchase Common Stock or any such
	 securities.

   

  Notwithstanding
	 the above, if (i) during the period that begins on the date that is
	 fifteen calendar days plus three business days before the last day of
	 the Lock-Up Period and ends on the last day of the Lock-Up Period,
	 the Company issues an earnings release or material news or a material
	 event relating to the Company occurs, or (ii) prior to the expiration
	 of the Lock-Up Period, the Company announces that it will release
	 earnings results during the sixteen day period beginning on the last
	 day of the Lock-Up Period, the restrictions imposed by this Lock-Up
	 Agreement shall continue to apply until the expiration of the date
	 that is fifteen calendar days plus three business days after the date
	 on which the issuance of the earnings release or material news or the
	 material event occurs; provided, however, that this sentence shall
	 not apply if the research published or distributed with respect to
	 the Company is issued in compliance with or pursuant to Rule 139 of
	 the Securities Act of 1933, as amended, and the Company’s
	 securities are “actively traded” as such term is defined in
	 Rule 101(c)(1) of Regulation M of the Exchange Act. In addition, the
	 undersigned hereby waives any and all preemptive rights,
	 participation rights, resale rights, rights of first refusal and
	 similar rights that the undersigned may have in connection with the
	 Offering or with any issuance or sale by the Company of any equity or
	 other securities before the Offering, except for any such rights as
	 have been heretofore duly exercised.

   

  The
	 undersigned hereby confirms that the undersigned has not, directly or
	 indirectly, taken, and hereby covenants that the undersigned will
	 not, directly or indirectly, take, any action designed, or which has
	 constituted or will constitute or might reasonably be expected to
	 cause or result in, under the Exchange Act or otherwise, the
	 stabilization or manipulation of the price of any security of the
	 Company to facilitate the sale or resale of shares of Common
	 Stock.

   

  If
	 (i) the Company notifies you in writing that it does not intend to
	 proceed with the Offering, (ii) the registration statement filed with
	 the Commission with respect to the Offering is withdrawn or (iii) for
	 any reason the Underwriting Agreement shall be terminated prior to
	 the “time of purchase” (as defined in the Underwriting
	 Agreement), this Lock-Up 

  

  
  

  
  Agreement
	 shall be terminated and the undersigned shall be released from its
	 obligations hereunder.

   

  
	 	 	 	 
	 	Yours very
			 truly,
	 
 	 
 	 
 
	 	  	 
	 	
			 
			 

		  
	 	Name:

 

  

  
  

  

  Exhibit
	 A-1

   

  List
	 of Additional Persons Required to Execute Lock-Up
	 Agreements

   

  
	 	
			 Name

			 	 	
			 Position

			 
	 	 	 
	
			 1. Sophocles
				N. Zoullas
 	 	
			 Chief
				Executive Officer, Chairman, Director 
 
	
			 2. Alan
				S. Ginsberg
 	 	
			 Chief
				Financial Officer
 
	
			 3. Michael
				B. Goldberg
 	 	
			 Director

			 
	
			 4. Joseph
				Cianciolo
 	 	
			 Director
				
 
	
			 5. Frank
				J. Loverro
 	 	
			 Director

			 
	
			 6. David
				B. Hiley
 	 	
			 Director

			 
	
			 7. Douglas
				Haensel
 	 	
			 Director

			 
	
			 8. Michael
				Mitchell
 	 	
			 Director

			 
	
			 9. Claude
				G. Thouret, Jr.
 	 	
			 Chief
				Operating Officer
 
	
			 10. Edward
				H. James
 	 	
			 Chartering
				Manager
 
	
			 11. Sunil
				Damodar
 	 	
			 Controller

			 

 

  

  
  

  
   

  Exhibit
	 B-1

   

  Form
	 of Opinion of the Company’s Special United States
	 Counsel

   

  We
	 have acted as special United States counsel to Eagle Bulk Shipping
	 Inc., a Marshall Islands corporation (the “Company”), in
	 connection with the Underwriting Agreement, dated February 28, 2007
	 (the “Underwriting Agreement”), between you (the
	 “Underwriter”) and the Company, relating to the sale by the
	 Company to you of 5,400,000 shares (the “Firm Shares”) of
	 the Company’s Common Shares, par value $0.01 per share (the
	 “Common Stock”) and up to an additional 810,000 shares of
	 Common Stock (the “Option Shares”) at the
	 Underwriters’ option to cover over-allotments. The Firm Shares
	 and the Option Shares are collectively referred to herein as the
	 “Securities.”

   

  This
	 opinion is being furnished to you pursuant to Section 7(a) of the
	 Underwriting Agreement.

   

  In
	 rendering the opinions set forth herein, we have examined and relied
	 on originals or copies of the following:

   

  
	 	(a)        
			   	
			 the
				registration statement on Form S-3 (File No. 333-139745) of the
				Company relating to the Securities and other securities of the
				Company filed with the Securities and Exchange Commission (the
				“Commission”) under the Securities Act of 1933 (the
				“Securities Act”) allowing for delayed offerings pursuant
				to Rule 415 under the Securities Act, including information deemed to
				be a part of the registration statement pursuant to Rule 430B of the
				General Rules and Regulations under the Securities Act (the
				“Rules and Regulations”) and the Notice of Effectiveness of
				the Commission posted on its website declaring such registration
				statement effective on January 9, 2007 (such registration statement,
				as so amended, being hereinafter referred to as the
				“Registration Statement”);
 

 

   

  
	 	(b)       
			    	
			 the
				prospectus, dated January 9, 2007 (the “Base Prospectus”),
				which forms a part of and is included in the Registration
				Statement;
 

 

   

  
	 	(c)           	
			 the
				prospectus supplement, dated February 28, 2007 (the “Prospectus
				Supplement” and, together with the Base Prospectus, the
				“Prospectus”), relating to the offering of the Securities,
				in the form filed by the Company pursuant to Rule 424(b) of the Rules
				and Regulations;
 

 

   

  
	 	(d)        
			   	
			 the
				documents identified on Schedule I hereto, filed by the Company with
				the Commission pursuant to the Securities Exchange Act of 1934 and
				incorporated by reference into the Prospectus as of the date hereof
				(collectively, the “Incorporated Documents”); 

			 

 

   

  

  
  

  
   

  
	 	(e)        
			   	
			 an
				executed copy of the Underwriting Agreement; 
 

 

   

  
	 	(f)         
			   	
			 an
				executed copy of the Registration Rights Agreement, dated as of June
				28, 2005, between the Company and Eagle Bulk Ventures LLC (the
				“Registration Rights Agreement”); 
 

 

   

  
	 	(g)        
			   	
			 the
				certificate of Sophocles N. Zoullas, Chairman of the Board and Chief
				Executive Officer of the Company and Alan S. Ginsberg, Chief
				Financial Officer, of the Company, dated the date hereof, a copy of
				which is attached as Exhibit A hereto (the “Company’s
				Certificate”); and 
 

 

   

  
	 	(h)        
			   	
			 copies
				of each of the Applicable Contracts (as defined below).

			 

 

   

  We
	 have also examined originals or copies, certified or otherwise
	 identified to our satisfaction, of such records of the Company and
	 such agreements, certificates and receipts of public officials,
	 certificates of officers or other representatives of the Company and
	 others, and such other documents as we have deemed necessary or
	 appropriate as a basis for the opinions set forth below.


   

  In
	 our examination, we have assumed the legal capacity of all natural
	 persons, the genuineness of all signatures, the authenticity of all
	 documents submitted to us as originals, the conformity to original
	 documents of all documents submitted to us as facsimile, electronic,
	 certified or photostatic copies, and the authenticity of the
	 originals of such copies. In making our examination of executed
	 documents, we have assumed that the parties thereto, including the
	 Company, had the power, corporate or other, to enter into and perform
	 all obligations thereunder and have also assumed the due
	 authorization by all requisite action, corporate or other, and,
	 except to the extent expressly set forth in the opinion set forth in
	 paragraph 1 below, the execution and delivery by such parties of such
	 documents and the validity and binding effect thereof on such
	 parties. We have also assumed that the Company has been duly
	 organized and is validly existing in good standing, and has requisite
	 legal status and legal capacity, under the laws of its jurisdiction
	 of organization and that the Company has complied and will comply
	 with all aspects of the laws of all relevant jurisdictions (including
	 the laws of the Republic of the Marshall Islands) in connection with
	 the transactions contemplated by, and the performance of its
	 obligations under, the Underwriting Agreement, other than the laws of
	 the United States of America and the State of New York insofar as we
	 express our opinions herein. As to any facts material to the opinions
	 expressed herein that we did not independently establish or verify,
	 we have relied upon statements and representations of officers and
	 other representatives of the Company and others and of public
	 officials, including the facts set forth in the Company’s
	 Certificate.

   

  As
	 used herein, (i) “Applicable Contracts” means those
	 agreements or instruments identified in Schedule II hereto, (ii)
	 “Applicable Laws” means those laws, rules and regulations
	 of the State of New York and those federal laws, rules and
	 regulations of the United States of America, in each case that, in
	 our experience, are normally applicable to transactions of the type
	 

   

  

  
  

  
   

  contemplated
	 by the Underwriting Agreement (other than the United States federal
	 securities laws, state securities or blue sky laws, antifraud laws
	 and the rules and regulations of the National Association of
	 Securities Dealers, Inc.), but without our having made any special
	 investigation as to the applicability of any specific law, rule or
	 regulation; (iii) “Governmental Authorities” means any
	 court, regulatory body, administrative agency or governmental body of
	 the State of New York or the United States of America having
	 jurisdiction over the Company under Applicable Laws; (iv)
	 “Governmental Approval” means any consent, approval,
	 license, authorization or validation of, or filing, qualification or
	 registration with, any Governmental Authority required to be made or
	 obtained by the Company pursuant to Applicable Laws, other than any
	 consent, approval, license, authorization, validation, filing,
	 qualification or registration that may have become applicable as a
	 result of the involvement of any party (other than the Company) in
	 the transactions contemplated by the Underwriting Agreement or
	 because of such parties’ legal or regulatory status or because
	 of any other facts specifically pertaining to such parties; and (v)
	 “Applicable Orders” means those judgments, orders or
	 decrees identified on Schedule A to the Company’s Certificate.
	 

   

  The
	 opinions set forth below are subject to the following further
	 qualifications, assumptions and limitations:

   

  
	 	 	
			 (a)

			 	
			 we
				do not express any opinion as to the effect on the opinions expressed
				herein of (i) the compliance or noncompliance of any party to the
				Underwriting Agreement (other than with respect to the Company to the
				extent necessary to render the opinions set forth herein) with any
				state, federal or other laws or regulations applicable to it or them
				or (ii) the legal or regulatory status or the nature of the business
				of any party (other than with respect to the Company to the extent
				necessary to render the opinions set forth herein);

			 

 

   

  
	 	 	
			 (b)

			 	
			 the
				opinion set forth in paragraph 2 below is based solely on our
				discussions with the officers and other representatives of the
				Company responsible for the matters discussed therein, our review of
				documents furnished to us by the Company and our reliance on the
				representations and warranties of the Company contained in the
				Underwriting Agreement and the Company’s Certificate; we have
				not made any other inquiries or investigations or any search of the
				public docket records of any court, governmental agency or body or
				administrative agency. In addition, we note that we have not been
				engaged by, nor have we rendered any advice to, the Company in
				connection with any legal or governmental proceedings. Accordingly,
				we do not have any special knowledge with respect to such matters. We
				understand that such matters have been and are being handled by other
				counsel; and
 

 

   

  
	 	 	
			 (c)

			 	
			 we
				note that certain of the Applicable Contracts are governed by laws
				other than Applicable Laws; our opinions expressed herein are based
				solely upon our understanding of the plain language of such agreement
				or instrument, and we do not express any opinion with respect to the
				validity, binding nature or enforceability of any such agreement or
				instrument, and we do not assume any responsibility with respect to
				the effect on the opinions or statements set forth herein of any
				interpretation thereof inconsistent with such
				understanding.
 

 

   

   

   

  We
	 do not express any opinion as to any laws other than Applicable Laws
	 and the federal laws of the United States of America to the extent
	 referred to specifically herein. Insofar as the opinions expressed
	 herein relate to matters governed by laws other than those set forth
	 in the preceding sentence, we have assumed, without having made any
	 independent investigation, that such laws do not affect any of the
	 opinions set forth herein. The opinions expressed herein are based on
	 laws in effect on the date hereof, which laws are subject to change
	 with possible retroactive effect.

   

  Based
	 upon and subject to the foregoing and to the qualifications and
	 limitations hereafter expressed, we are of the opinion
	 that:

   

  
	 	 	
			   
				1.
 	
			 The
				Underwriting Agreement has been duly executed and delivered by the
				Company, to the extent such execution and delivery are governed by
				the laws of the State of New York.
 

 

   

  
	 	2.  	
			 To
				our knowledge, there are no legal or governmental proceedings pending
				to which the Company or any of its subsidiaries is a party or to
				which any property of the Company or a subsidiary is subject that are
				required to be disclosed in the Prospectus pursuant to Item 103 of
				Regulation S-K of the Rules and Regulations that are not so
				disclosed.
 

 

   

  
	 	3.  	
			 The
				execution and delivery by the Company of the Underwriting Agreement
				and the consummation by the Company of the transactions contemplated
				thereby, including the issuance and sale of the Securities, will not
				(i) constitute a violation of, or a breach or default under, the
				terms of any Applicable Contract or (ii) violate or conflict with, or
				result in any contravention of, any Applicable Law or any Applicable
				Order. We do not express any opinion, however, as to whether the
				execution, delivery or performance by the Company of the Underwriting
				Agreement will constitute a violation of, or a default under, any
				covenant, restriction or provision with respect to financial ratios
				or tests or any aspect of the financial condition or results of
				operations of the Company or any of its subsidiaries. 

			 

 

   

  
	 	4.  	
			 No
				Governmental Approval, which has not been obtained or taken and is
				not in full force and effect, is required to authorize, or is
				required for, the execution or delivery of the Underwriting Agreement
				by the Company or the consummation by the Company of the transactions
				contemplated thereby. 
 

 

   

  
	 	5.  	
			 The
				statements in the Prospectus under the caption
				“Underwriting”, insofar as such statements purport to
				summarize certain provisions of the Underwriting Agreement, fairly
				summarize such provisions in all material respects.

			 

 

   

  

  
  

  
   

  
	 	6.  	
			 The
				Company is not and, solely after giving effect to the offering and
				sale of the Securities and the application of the proceeds thereof as
				described in the Prospectus, will not be an “investment
				company” as such term is defined in the Investment Company Act
				of 1940. 
 

 

   

  
	 	7.  	
			 Except
				as provided pursuant to the Registration Rights Agreement and in the
				Securities Purchase Agreement dated June 22, 2006 between the Company
				and the Investors listed in Exhibit A thereto, there are no persons
				with rights under any Applicable Contract to have any Common Shares
				or shares of any other capital stock or equity interests of the
				Company registered by the Company under the Securities
				Act.
 

 

   

  
	 	8.  	
			 There
				are no persons with rights under any Applicable Contract to have any
				Common Shares or shares of any other capital stock or equity
				interests of the Company registered under the Registration Statement.
				
 

 

   

  
	 	9.  	
			 Under
				the laws of the State of New York relating to personal jurisdiction,
				the Company has validly and irrevocably submitted to the personal
				jurisdiction of any state court in the City, County and State of New
				York (each, a “New York Court”) in any action arising out
				of or relating to the Underwriting Agreement or the transactions
				contemplated thereby, has validly and irrevocably waived any
				objection to the venue of a proceeding in any such court, and has
				validly and irrevocably appointed Seward & Kissel LLP as its
				authorized agent for the purpose described in Section 16 of the
				Underwriting Agreement; and service of process effected on such agent
				in the manner set forth in Section 16 of the Underwriting Agreement
				will be effective insofar as the law of the State of New York is
				concerned to confer valid personal jurisdiction over the
				Company.
 

 

   

  We
	 advise you that Mr. Michael Mitchell, of counsel to Skadden, Arps,
	 Slate, Meagher & Flom LLP, is a director of Eagle Bulk Shipping
	 Inc. and as of the date hereof beneficially owns 13,333 options
	 exercisable into shares of Eagle Bulk Shipping Inc.’s common
	 stock and dividend equivalent rights with respect to 14,815 shares of
	 common stock.

   

  This
	 opinion is furnished only to you and is solely for your benefit in
	 connection with the closing occurring today and the offering of the
	 Securities, in each case pursuant to the Underwriting Agreement.
	 Without our prior written consent, this opinion may not be used,
	 circulated, quoted or otherwise referred to for any other purpose or
	 relied upon by, or assigned to, any other person for any purpose,
	 including any other person that acquires Securities or that seeks to
	 assert your rights in respect of this opinion (other than your
	 successor in interest by means of merger, consolidation, transfer of
	 a business or other similar transaction).

   

  Very
	 truly yours,

   

  

  
  

  
  Exhibit
	 B-2 

   

  Form
	 of Negative Assurance Letter of the Company’s Special United
	 States Counsel

   

  We
	 have acted as special United States counsel to Eagle Bulk Shipping
	 Inc., a Marshall Islands corporation (the “Company”), in
	 connection with the Underwriting Agreement, dated February 28, 2007
	 (the “Underwriting Agreement”), between you (the
	 “Underwriter”) and the Company, relating to the sale by the
	 Company to you of 5,400,000 shares (the “Firm Shares”) of
	 the Company’s Common Shares, par value $0.01 per share (the
	 “Common Stock”) and up to an additional 810,000 shares of
	 Common Stock (the “Option Shares”) at the
	 Underwriters’ option to cover over-allotments. The Firm Shares
	 and the Option Shares are collectively referred to herein as the
	 “Securities.”

   

  This
	 letter is being furnished to you pursuant to Section 7(a) of the
	 Underwriting Agreement. 

   

  In
	 the above capacity, we have reviewed the registration statement on
	 Form S-3 (File No. 333-139745) of the Company relating to the
	 Securities and other securities of the Company filed on December 29,
	 2006 with the Securities and Exchange Commission (the
	 “Commission”) under the Securities Act of 1933 (the
	 “Securities Act”) allowing for delayed offerings pursuant
	 to Rule 415 under the Securities Act, including the Incorporated
	 Documents (as defined below) and the information deemed to be a part
	 of the registration statement pursuant to Rule 430B of the General
	 Rules and Regulations under the Securities Act (the “Rules and
	 Regulations”), and the Notice of Effectiveness of the Commission
	 posted on its website declaring such registration statement effective
	 on January 9, 2007 (such registration statement, as so amended, being
	 hereinafter referred to as the “Registration Statement”),
	 and (i) the prospectus, dated January 9, 2007 (the “Base
	 Prospectus”), which forms a part of and is included in the
	 Registration Statement, (ii) the preliminary prospectus supplement,
	 dated February 28, 2007 (together with the Base Prospectus and the
	 Incorporated Documents, the “Preliminary Prospectus”),
	 relating to the offering of the Securities in the form filed with the
	 Commission pursuant to Rule 424(b) of the Rules and Regulations and
	 (iii) the prospectus supplement, dated February 28, 2007 (the
	 “Prospectus Supplement” and, together with the Base
	 Prospectus and the Incorporated Documents,
	 the “Prospectus”), relating to the offering of the
	 Securities in the form filed with the Commission pursuant to Rule
	 424(b) of the Rules and Regulations. We also have reviewed the
	 documents identified on Schedule I hereto filed by the Company
	 pursuant to the Securities Exchange Act of 1934 and incorporated by
	 reference into the Prospectus as of the date hereof (collectively,
	 the “Incorporated Documents”), each “issuer free
	 writing prospectus” (as defined in Rule 433(h)(1) of the Rules
	 and Regulations) identified on Schedule II hereto relating to the
	 Securities (collectively, the “Issuer General Use Free Writing
	 Prospectuses”) and such other documents as we deemed
	 appropriate. We have been orally advised by the Commission that no
	 stop order suspending the effectiveness of the Registration Statement
	 has been issued and, to our knowledge, no proceedings for that
	 purpose have been instituted or are pending or threatened by the
	 Commission.

   

  

  
  

  
   

  In
	 addition, we have participated in conferences
	 with officers and other representatives of the Company, Marshall
	 Islands counsel for the Company, representatives of the independent
	 accountants of the Company and representatives of the Underwriters
	 and counsel for the Underwriters at which the contents of the
	 Registration Statement, the Prospectus and the General Disclosure
	 Package (as defined below) and related matters were discussed. We do
	 not pass upon, or assume any responsibility for, the accuracy,
	 completeness or fairness of the statements contained in the
	 Registration Statement, the Prospectus or the General Disclosure
	 Package and have made no independent check or verification thereof
	 (except to the limited extent referred to in paragraph 5 of our
	 opinion to you dated the date hereof).

   

  On
	 the basis of the foregoing, (i) the Registration Statement, at the
	 Applicable Time (defined below), and the Prospectus, as of the date
	 of the Prospectus Supplement, appeared on their face to be
	 appropriately responsive in all material respects to the requirements
	 of the Securities Act and the Rules and Regulations (except that in
	 each case we do not express any view as to the financial statements,
	 schedules and other financial information included or incorporated by
	 reference therein or excluded therefrom) and (ii) no facts have come
	 to our attention that have caused us to believe that the Registration
	 Statement, at the Applicable Time contained an untrue statement of a
	 material fact or omitted to state a material fact required to be
	 stated therein or necessary to make the statements therein not
	 misleading, or that the Prospectus, as of the date of the Prospectus
	 Supplement and as of the date hereof contained or contains an untrue
	 statement of a material fact or omitted or omits to state a material
	 fact necessary in order to make the statements therein, in the light
	 of the circumstances under which they were made, not misleading
	 (except that in each case we do not express any view as to the
	 financial statements, schedules and other financial information
	 included or incorporated by reference therein or excluded therefrom
	 or the statements contained in the exhibits to the Registration
	 Statement). In addition, on the basis of the foregoing, no facts have
	 come to our attention that have caused us to believe that the General
	 Disclosure Package, as of the Applicable Time, contained an untrue
	 statement of a material fact or omitted to state a material fact
	 necessary in order to make the statements therein, in the light of
	 the circumstances under which they were made, not misleading (except
	 that we do not express any view as to the financial statements,
	 schedules and other financial information included or incorporated by
	 reference therein or excluded therefrom or the statements contained
	 in the exhibits to the Registration Statement).

   

  As
	 used herein, (i) “Applicable Time” means 8:45 a.m. (Eastern
	 time) on March 1, 2007, which you advised us is the time of the first
	 contract of sale of the Securities, and (ii) “General Disclosure
	 Package” means the issuer free writing prospectus, dated
	 February 28, 2007, in the form filed by the Company pursuant to Rule
	 433 of the Rules and Regulations on March 1, 2007, and the
	 Preliminary Prospectus, all considered together.

   

  In
	 addition, based on the foregoing, we confirm to you that (i) the
	 Prospectus has been filed with the Commission within the time period
	 required by Rule 424 of the Rules and Regulations and (ii) any
	 required filing of Issuer General Use Free Writing Prospectuses
	 pursuant to Rule 433 of the Rules and Regulations has been filed with
	 the SEC within the time period required by Rule 433(d) of the Rules
	 and Regulations.

   

  This
	 letter is furnished only to you and is solely for benefit in
	 connection with the closing occurring today and the offering of the
	 Securities, in each case pursuant to the 

   

  

  
  

  
   

  Underwriting
	 Agreement. Without our prior written consent, this letter may not be
	 used, circulated, quoted or otherwise referred to for any other
	 purpose or relied upon by, or assigned to, any other person for any
	 purpose, including any other person that acquires Securities or that
	 seeks to assert your rights in respect of this letter (other than
	 your successor in interest by means of merger, consolidation,
	 transfer of a business or other similar transaction).

   

  Very
	 truly yours,

   

  

  
  

  
   

  Exhibit
	 C-1

   

  Form
	 of Opinion to the Underwriter of the Company’s Special United
	 States Tax Counsel

   

  We
	 have acted as special United States counsel to Eagle Bulk Shipping
	 Inc., a corporation organized under the laws of the Republic of the
	 Marshall Islands (the “Company”)
	 and each of the subsidiaries of the Company listed on Schedule I
	 hereto (collectively the “Subsidiaries”)
	 in connection with (i) the sale by the Company, of up to
	 [                
	 ] shares of the Company’s common stock, par value $.01 per share
	 (the “Shares”);
	 (ii) the Underwriting Agreement dated February 28, 2007 (the
	 “Underwriting
	 Agreement”)
	 among the Company, and UBS Securities LLC (the “Underwriter”)
	 and (C) the preparation of a registration statement on Form S-3
	 (File No. 333-139745), including the prospectus of the Company
	 contained therein and a final prospectus supplement thereto date
	 February 28, 2007 (as may be amended, the “Prospectus”),
	 with respect to the sale of the Shares included therein (as may be
	 amended, the “Registration
	 Statement”).
	 This opinion is furnished to the Underwriter pursuant to Section 7(b)
	 of the Underwriting Agreement. Except as otherwise provided herein,
	 capitalized terms used herein but not otherwise defined herein shall
	 have the meanings set forth in the Underwriting
	 Agreement.

   

  In
	 rendering this opinion we have examined and relied on originals or
	 copies of the following:

   

  
	 	1)             	
			 the
				Registration Statement (including the documents incorporated by
				reference therein); and
 

 

  


  
	 	2)             	
			 the
				Prospectus and the Pre-Pricing Prospectus (as defined
				herein).
 

 

  


  We
	 have also examined and relied, as to factual matters, upon originals,
	 or copies certified to our satisfaction, of such records, documents,
	 certificates of officers of the Company, the Subsidiaries and of
	 public officials and other instruments, and made such other
	 inquiries, as, in our judgment, are necessary or appropriate to
	 enable us to render the opinion expressed below. As to questions of
	 fact material to this opinion, we have, with your approval, where
	 relevant facts were not independently established, relied upon, among
	 other things, the representations made in the Underwriting Agreement
	 and certificates of officers of the Company or the
	 Subsidiaries.

   

  Based
	 upon and subject to the foregoing and to the limitations hereafter
	 expressed, we are of the opinion that the statements contained in the
	 Company’s annual report on Form 10-K for the period ending
	 December 31, 2006 and incorporated by reference into the Registration
	 Statement under the captions “Risk Factors—Company Specific
	 Risk Factors—We may have to pay tax on United States source
	 income, which would reduce our earnings”, “Risk
	 Factors—Company Specific Risk Factors—United States tax
	 authorities could treat us as a “passive foreign investment
	 company”, which could have adverse United States federal income
	 tax consequences to United States holders”, the statements
	 contained in the Prospectus and the 

   

  

  
  

  
   

  preliminary
	 prospectus supplement dated February 28, 2007 relating to the Shares
	 (including the base prospectus attached thereto and the documents
	 incorporated by reference therein, the “Pre-Pricing
	 Prospectus”)
	 under the heading “Tax Considerations—United States Federal
	 Income Tax Considerations”, insofar as such statements
	 constitute a summary of documents or matters of law, or that are
	 descriptions of contracts, agreements or other legal documents or of
	 legal proceedings, or refer to statements of law or legal
	 conclusions, are accurate in all material respects.

   

  Members
	 of our firm are members of the bar of the State of New York. Our
	 opinion is limited to the federal laws of the United States. We
	 express no opinion with respect to the laws of any other jurisdiction
	 or statute.

   

  This
	 opinion is rendered as of the date hereof, and we have no
	 responsibility to update this opinion for events or circumstances
	 occurring after the date hereof, nor do we have any responsibility to
	 advise you of any change in the laws after the date
	 hereof.

   

  This
	 opinion is rendered only to the Underwriter and is solely for its
	 benefit in connection with its purchase of the Shares. This opinion
	 may not be relied upon by the Underwriter for any other purpose or by
	 any other person, firm or corporation for any purposes whatsoever
	 without our prior written consent.

   

  Very
	 truly yours,

   

  

  
  

  
   

  Exhibit
	 C-2

   

  Form
	 of Opinion to the Company of the Company’s Special United States
	 Tax Counsel

   

  I. INTRODUCTION


   

  We
	 have acted as counsel to UBS Securities LLC (the
	 “Underwriters”), in connection with the sale of up to
	 [                         
	 ] shares of the common stock (the “Shares”) of Eagle Bulk
	 Shipping Inc., a Marshall Islands corporation (“Eagle” or
	 the “Company”) by in a public offering (the
	 “Offering”). In this capacity, we have advised the
	 Underwriters regarding the extent to which Eagle and Eagle’s
	 wholly-owned subsidiaries incorporated outside the United States (the
	 “Subsidiaries”) will be subject to United States federal
	 income taxation (Eagle and its Subsidiaries, collectively, the
	 “Eagle Group”). The Underwriters have requested our opinion
	 regarding whether Eagle will constitute a “passive foreign
	 investment company” (a “PFIC”) for United States
	 federal income tax purposes.

   

  Section II
	 below sets forth our understanding of the relevant facts relating to
	 the activities of the Eagle Group. Our analysis of the legal
	 authorities relating to the PFIC classification of the members of the
	 Eagle Group and our opinion on this issue are contained in Sections
	 III and IV, respectively.

   

  II.  RELEVANT
	 FACTS

   

  Except
	 as described below, Eagle will not engage in any activities other
	 than its ownership of all of the stock of the Subsidiaries. The
	 Subsidiaries will own and operate a fleet of vessels which will
	 transport dry bulk commodities along worldwide shipping routes. Each
	 of the Subsidiaries has elected to be disregarded as an entity
	 separate from Eagle for United States federal income tax purposes.
	 Therefore, Eagle is the only entity in the Eagle Group which will
	 file a United States federal income tax return. Prior to and after
	 the Offering, the Shares of Eagle will be publicly traded on the
	 Nasdaq Global Select Market. 

   

  A
	 separate Subsidiary will own and operate each of the 16 Handymax dry
	 bulk carriers. For purposes of this opinion, all of the carriers
	 currently operated, and that are expected to be operated in the
	 future, by the Subsidiaries are collectively referred to herein as
	 the “Vessels.”

   

  After
	 the Offering, the Vessels will be chartered (or continue to be
	 chartered) under time charters1 or
	 under voyage charters2 to
	 unrelated third parties (the “Charterers”). 

   

  
	 
	 

	 
		
		  1     A time charter is a contract for the use of
		  space in a vessel for a fixed period of time. Under such a charter,
		  the owner of the vessel remains in control over the navigation and
		  management of the vessel, paying and being responsible for the crew,
		  supplies, repairs and maintenance, provisions, insurance, fees, etc.
		  The time charterer is in control of where the vessel is to go, the
		  cargo to be transported on the vessel, and is subject to charges for
		  fuel, port charges, commissions and expenses connected with the
		  cargo. 
 
 

   

  

  
  

  
   

  Under
	 a time charter, Subsidiaries will typically receive a basic hire rate
	 determined on a per day basis, which will be payable monthly in
	 advance and, in the case of a long-term charter, will increase
	 annually. Under a voyage charter, the Subsidiaries will typically
	 receive a basic hire rate determined on a per voyage basis, which
	 will be payable in advance (the time and voyage charter fees,
	 collective, the “Charter Fees”). As of the date of this
	 opinion, none of the Vessels are subject to bareboat
	 charters.3   

   

  Eagle
	 currently charters the Vessels in the period charter market. The
	 period charter market consists of time charters which last for a long
	 period of time, often up to several years. After the Offering, Eagle
	 intends to deploy all of its vessels under period charters lasting
	 for periods of one year to three years.4   

   

  V.Ships
	 (“VS”), a company unaffiliated with Eagle, currently acts
	 and will continue to act after the Offering, as technical manager for
	 the fleet of Vessels owned by the Subsidiaries and will provide
	 services such as supervising the crewing, supplying and drydocking of
	 the Vessels. Eagle International (USA) LLC (“Eagle (USA)”),
	 a wholly-owned Marshall Islands subsidiary of Eagle that has elected
	 to be disregarded as an entity separate from that of Eagle for United
	 States federal income tax purposes, currently provides and will
	 continue to provide after the Offering commercial management
	 services, including operations, chartering, sale and purchase,
	 post-fixture administration, accounting and freight invoicing, to the
	 Subsidiaries.

   

  Under
	 its time charters and voyage charters of the Vessels, the
	 Subsidiaries generally are responsible for the payment of the
	 operating expenses of the Vessels that typically are borne by vessel
	 owners, including crew wages and all related costs, Vessel supplies,
	 insurance, tonnage taxes, routine repairs and maintenance and other
	 direct operating costs. In a time charter, the charterer is
	 responsible for voyage expenses (such as fuel and port charges),
	 whereas, in a voyage charter, the Subsidiaries are responsible for
	 such expenses. The time charters and voyage charters which are
	 entered into by the Subsidiaries are standard industry 

   

  
	 
	 

	 Footnote
		continued from previous page.

	  
 

  
	 
		2     A voyage charter is similar to a time
		charter except that the vessel is chartered for a specified voyage
		instead of a specified period of time.


	  
		
		  3     A bareboat charter is a contract for the
		  use of a vessel whereby the charterer performs functions normally
		  performed by the owner of the vessel, such as furnishing of the crew
		  and supplies. The charterer is in complete possession, control and
		  command of the vessel and the owner of the vessel bears none of the
		  expenses or responsibilities of the operation of the
		  vessel.
 

	  

	 
		4     The two Vessels which will be acquired
		after the Offering will be deployed in the period
		market.
 

   

  2


   

  

  
  

  
   

  charter
	 party agreements (the “Charter Agreements”) and generally
	 provide, among other things, that:

   

  
	 	12.         
			  	
			 throughout
				the duration of the charter, the Vessel will “have a full and
				efficient complement of master, officers and crew for a vessel of her
				tonnage . . . who shall be trained to operate the
				vessel and her equipment competently and safely”;

			 

 

   

  
	 	13.         
			  	
			 throughout
				the duration of the charter, the Subsidiaries shall “exercise
				due diligence so as to maintain or restore the
				vessel”;
 

 

   

  
	 	14.        
			   	
			 the
				Subsidiaries guarantee that throughout the duration of the charter,
				and unless otherwise ordered by the Charterers, the Vessel’s
				crew will “prosecute all voyages with the utmost dispatch,
				render all customer assistance, and load and discharge cargo as
				rapidly as
				possible . . . . ”;
 

 

   

  
	 	15.           	
			 the
				Subsidiaries “undertake to provide and to pay for all
				provisions, wages, and shipping and discharging fees and all other
				expenses of the master, officers and crew” and, with certain
				specified exceptions, “for all insurance on the vessel, for all
				deck, cabin and engine room stores, and for water, except water used
				for clearing, for all drydocking, overhaul, maintenance and repairs
				to the vessel, and for all fumigation expenses and de-rat
				certificates”;
 

 

   

  
	 	16.         
			  	
			 in
				the case of a time charter, the Charterers shall provide and pay for
				all fuel (except fuel used for domestic services), towage and
				pilotage and shall pay agency fees, port charges, commissions,
				expenses of loading and unloading cargoes, canal dues and all charges
				other than those payable by the Subsidiaries under clause (iv) above.
				In a voyage charter, the Subsidiaries shall provide and pay for the
				above expenses; and
 

 

   

  
	 	17.         
			  	
			 the
				Subsidiaries have the right and obligation to drydock the Vessel at
				regular intervals at the expense of the Subsidiaries.

			 

 

   

  Eagle
	 and each Subsidiary has entered into identical technical management
	 agreements (the “Technical Management Agreements”),
	 pursuant to which the Subsidiary appoints VS as the technical manager
	 of the Subsidiary’s Vessel. Under the Technical Management
	 Agreements, VS will be paid a fixed monthly management fee of $8,333
	 per Vessel plus actual costs incurred by the Vessels (the
	 “Management Fee”). 

   

  In
	 consideration for the Management Fee, VS agrees to provide the
	 following technical management services:

   

  
	 	1.     
			         	
			 engaging
				and providing for crew for the Vessels, including all payroll,
				pension and insurance arrangements;
 

 

   

  
	 	2.           
			  	
			 arranging
				for and supervising the proper maintenance of the
				Vessels;
 

 

  
	  

	 3


	  

	 

	 
	 

	 
	  
 

  
	 	3.          
			   	
			 arranging
				for the Vessel and its crew to at all times be properly insured and
				in compliance with all applicable laws, rules and regulations;
				
 

 

   

  
	 	4.          
			   	
			 arranging
				for the supply of such provisions, stores, lubricating oil and other
				consumables; and
 

 

   

  
	 	5.          
			   	
			 making
				certain specified capital improvements to the Vessels.

			 

 

   

  Virtually
	 all of the technical management functions relating to the Vessels are
	 conducted by VS, including activities such as supervising the
	 maintenance and general efficiency of the Vessels, crewing,
	 arrangement and supervision of drydocking and repairs, alterations
	 and the upkeep of the Vessels, arrangement of the supply of necessary
	 stores, spares and lubricating oil, and appointment of supervisors
	 and technical consultants. 

   

  In
	 2006, VS employed numerous employees in connection with the
	 management of the Vessels. VS also is responsible for providing the
	 approximately 336 seafaring personnel who are employed by the
	 Subsidiaries. The relevant Subsidiary employs seagoing personnel for
	 the duration of each voyage. VS ensures that all seamen have the
	 qualifications and licenses required to comply with international
	 regulations and shipping conventions, and that the Vessels employ
	 experienced and competent personnel.

   

  The
	 commercial management of the Vessels is conducted by Eagle (USA).
	 Eagle(USA) performs most of the operations, chartering, and financial
	 management services necessary to support the Vessels. Eagle (USA)
	 employs approximately eight shore-based personnel engaged in the
	 commercial management of the Vessels. Additionally, the seafaring
	 employees of the Subsidiaries perform most of the necessary ordinary
	 course maintenance on the Vessels. These employees inspect all of the
	 Vessels, both at sea and while the Vessels are in port. 


   

  For
	 purposes of rendering our opinion, you have authorized us to assume
	 that, based on the expectations of the Eagle Group with respect to
	 the future operations of the Vessels, the Eagle Group, in the
	 aggregate, has not and will not derive more than 25 percent of its
	 gross income with respect to any taxable year from income other than
	 Charter Fees which could constitute “passive income” within
	 the meaning of Code section 1297(a).

   

  III.  ANALYSIS
	 OF THE PFIC STATUS OF THE MEMBERS OF THE EAGLE GROUP

   

  
	 	A. 
			   	
			 Introduction

			 

 

   

  A
	 special and adverse United States federal income tax regime applies
	 to United States persons5 who
	 own, directly or indirectly pursuant to specific constructive stock
	 ownership 

   

  
	 
	 

  

  
	 5    
		Individuals who are citizens or residents of the United States,
		corporations formed under domestic law and estates and trusts which
		are subject to United States federal income taxation regardless of
		the source of their income are treated as United States persons for
		

	  

	 Footnote
		continued from previous page.

	  

	 4


	  

	 

	 
	 

	 
	  


	 rules,
		shares in a foreign corporation which is a PFIC within the meaning of
		section 1297 of the Internal Revenue Code of 1986, as amended (the
		“Code”). In general, a foreign corporation will be treated
		as a PFIC for any taxable year in which either (i) at least 75
		percent of its gross income for the year consists of certain
		specified types of “passive income,” or (ii) at least
		50 percent of the average value of the assets held by the corporation
		during the taxable year produce, or are held for the production of,
		“passive income.”6 For
		purposes of determining whether a foreign corporation is a PFIC, the
		corporation generally will be treated as earning and owning its
		proportionate share of the income and assets, respectively, of any
		subsidiary corporation in which it owns (directly or indirectly) at
		least 25 percent of the value of the subsidiary’s
		stock.7   In
		addition, a foreign corporation will be treated as earning and owning
		the income and assets respectively of any subsidiary entity which is
		treated as an entity disregarded from such corporation for United
		States federal income tax purposes.

	  


	 
		Code
		  section 1297(b)(1) provides that, subject to certain specified
		  exceptions, the term “passive income” for PFIC purposes
		  “means any income which is of a kind which would be foreign
		  personal holding company income as defined in section
		  954(c).”8   

		 

		Code
		  section 954(c)(1) provides that the term “foreign personal
		  holding company income” includes gross income consisting of,
		  among other items, “rents” and the net gains, if any,
		  derived from the sale or exchange of property that produces rental
		  income, other than property held by the foreign corporation as
		  inventory or primarily for sale to customers in the ordinary course
		  of its trade or business.9 Notwithstanding
		  this general inclusion of “rents” as 

		
		   

		  
		  

		  
			 Footnote
				continued from previous page.

			  
 
 
 
 

  
	 United
		States federal income tax purposes.

	  

	 6      Code
		§ 1297(a).

	  

	 7      Code
		§ 1297(c).

	  

	 8     Under Code section 1297(b)(2),
		certain types of income which would otherwise be treated as
		“passive income” will not be so treated if they are derived
		in the active conduct of a licensed banking or insurance business or
		are received or accrued by a foreign corporation from a related
		person to the extent such income is properly allocable to income of
		such related person which is not “passive income.” 


	  

	 9     In addition to “foreign
		personal holding company income,” income subject to Subpart F of
		the Code also included, for taxable years prior to January 1, 2005,
		“foreign base company shipping income,” which was defined
		in former Code section 954(g) to include “income derived from,
		or in connection with, the use (or hiring or leasing for use) of any
		vessel in foreign commerce, or from, or in connection with, the
		performance of services directly related to the use of any such
		vessel....” Former Code section 954(b)(6)(A) provided that
		income of a foreign corporation which constituted “foreign base
		company shipping income” 
 

  
	  

	 Footnote
		continued on next page.

	  

	 5

	 

   

  

  
  

  
   

  “passive
	 income,” Code section 954(c)(2)(A) provides that “foreign
	 personal holding company” income does not include
	 “rents . . . which are derived in the active
	 conduct of a trade or business” and which are received from
	 persons who are not “related persons” to the foreign
	 corporation (within the meaning of Code section 954(d)(3)). Treas.
	 Reg. § 4.954-2(b)(6) provides specific rules for applying
	 this statutory exception for “active” rental income. Income
	 derived by the performance of services does not constitute
	 “foreign personal holding company income” within the
	 meaning of Code section 954(c).

   

  Based
	 on the statutory and regulatory provisions cited above, it appears
	 clear that the PFIC rules were generally not intended to apply to
	 foreign corporations engaged in the active conduct of a trade or
	 business. Rather, as indicated by the legislative history of the Tax
	 Reform Act of 1986 (the “1986 Act”), these rules were
	 enacted principally to prevent United States persons from deferring
	 the taxation of investment income and possibly converting the
	 character of such income from ordinary income into capital
	 gains.10  Further,
	 based on our interpretation of the purposes of the PFIC rules and the
	 corresponding legislative history, we believe it is clear that the
	 PFIC rules were not intended to apply to holding corporations who
	 conduct an active trade or business through a group of entities
	 formed solely for the purpose of providing limited
	 liability.

   

  
	 	B.   
			  	
			 Applicability
				of the PFIC Rules to the Eagle Group
 

 

   

  1.  Introduction


   

  Based
	 on the rules discussed in subsection A above, it is clear that
	 the Charter Fees could constitute “passive income” for
	 purposes of determining whether any member of the 

   

  
  

  
	 
		Footnote
		  continued from previous page.

		 
 

	 was not considered as subpart F income under any other
		provision of Code section 954(a). Because characterization of
		shipping income took priority over “passive income” for
		purposes of Code section 954 in an overlap situation, it could be
		argued that income which would have constituted “foreign base
		company shipping income” cannot also constitute “foreign
		personal holding company income” for purposes of Code section
		1297(a). However, notwithstanding the priority noted in the preceding
		sentence, we believe the better view is that, for PFIC classification
		purposes, (i) the term “passive income” would not take
		into account any of the exclusions or special rules contained in Code
		section 954(b), and (ii) income which would have constituted
		“foreign base company shipping income” can nevertheless
		constitute “passive income” for purposes of Code section
		1297(a) if such income is “of a kind which would be foreign
		personal holding company income” (i.e., rents).

	  

	 10  
		See,
		e.g.,
		S. Rep. No. 99-313, 99th
		Cong., 2nd
		Sess. at pp. 393-394 (1986) and General Explanation of the Tax
		Reform Act of 1986, Joint Committee on Taxation, 99th
		Cong., 2nd
		Sess. at pp. 1023-1024 (Jt. Comm. Print).

	  
 

  6


   

  

  
  

  
   

  Eagle
	 Group is a PFIC, only if the Charter Fees are treated for such
	 purposes as “rents.” We are not aware of any definitive
	 authority addressing the tax characterization for purposes of Code
	 section 1297(a) of fees derived by a foreign corporation from the
	 time and voyage chartering of its vessels. However, as discussed more
	 fully below, there is a significant amount of authority relating to
	 other provisions of the Code supporting the view that time and voyage
	 chartering fees should be treated as service income, rather than
	 “rents,” for purposes of Code section 1297(a) since the
	 owner of the vessel remains in possession, command and control of the
	 vessel and provides significant services in connection with the
	 charterer’s use of the vessel. 

   

  2.  Code
	 Section 7701(e)

   

  Treatment
	 of the Charter Fees as services income for federal income tax
	 purposes is supported by Code section 7701(e) and the case law
	 authority preceding its enactment. This statutory provision was
	 enacted in 1984 to provide specific rules for distinguishing between
	 a service contract and a lease of property for most United States
	 federal income tax purposes.11   Code
	 section 7701(e) provides that, for purposes of sections 1 through
	 1400 of the Code, a contract which purports to be a service contract
	 will be treated as a lease if the contract is properly treated as a
	 lease of property by taking into account all relevant factors,
	 including, whether or not:

   

  
	 	1.          
			   	
			 the
				service recipient is in physical possession of the
				property;
 

 

   

  
	 	2.             	
			 the
				service recipient controls the property;
 

 

   

  
	 	3.             	
			 the
				service recipient has a significant economic possessory interest in
				the property;
 

 

   

  
	 	4.             	
			 the
				service provider does not bear any risk of substantially diminished
				receipts or substantially increased expenditures if there is
				nonperformance under the contract;
 

 

   

  
	 	5.             	
			 the
				service provider does not use the property concurrently to provide
				significant services to entities unrelated to the service recipient;
				and 
 

 

   

  
	 	6.             	
			 the
				total price payable by the service recipient under the service
				contract does not substantially exceed the rental value of the
				property for the contract period.12 

			 

 

   
	 
	 

  

  11    The principal purpose of this
	 legislation was to address the fact that a taxpayer derived greater
	 investment tax credits and accelerated depreciation deductions if an
	 agreement is determined to be a service contract, rather than a
	 lease.
	 See
	 Section 31(e) of the Tax Reform Act of 1984
	 (P.L.98-369).

   

  12    The factors set forth in Code
	 section 7701(e) are substantially similar to those utilized by the
	 

   

  
	 Footnote
		continued from previous page.

	  

	 7


	  
 

  

  
  

  
   

   

  Applying
	 the factors enumerated in Code section 7701(e) to the time and voyage
	 charters of the Vessels entered into by the Subsidiaries, we believe
	 that these charters should qualify as service contracts, rather than
	 leases. Thus, pursuant to these charters:

   

  
	 	(i)            	
			 the
				Subsidiaries remain in physical possession and control of the Vessels
				because the Vessels will at all times be operated by personnel
				employed by, or on behalf of, the Subsidiaries;
 

 

   

  
	 	(ii)           	
			 the
				Subsidiaries retain the possessory and economic interest in the
				Vessels because (x) the Vessels will not be used by any of the
				Charterers for a substantial portion of the Vessels’ useful
				lives, and (y) the Subsidiaries retain all of the benefits and
				burdens of ownership of the Vessels (i.e., the Charterers do not bear
				any risk of loss with respect to the Vessels or share in any
				appreciation in the value of the Vessels);
 

 

   

  
	 	(iii)          	
			 under
				its charters, the Subsidiaries generally bear the risk of
				substantially increased expenditures if there is nonperformance under
				the charters by either the Subsidiaries or the Vessels;
				and
 

 

   

  
	 	(iv)          	
			 the
				amount of the Charter Fees payable with respect to each charter of a
				Vessel reflects the operating costs that are attributable to items
				other than the operations of the Vessel without any cargo (e.g., the
				costs of the crew employed by an Subsidiary to operate the
				Vessel).13 

			 

 

   
	 
	 

	 
		Footnote
		  continued from previous page.

		 
 

	 
		courts in distinguishing between a service contract and
		  a lease prior to the enactment of that statutory provision.
		  See,
		  e.g.,
		  Xerox
		  Corporation v. United States,
		  656 F.2d 659 (Ct. Cl. 1981) (holding that contracts pursuant to which
		  photocopying machines were installed with various governmental and
		  tax-exempt organizations were management contracts rather than
		  leases) and Amerco
		  v. United States,
		  82 T.C. 654 (1984) (holding that U-Haul International was the lessee
		  of trailers, trucks and towbars owned by the lessors of such
		  equipment). The legislative history of Code section 7701(e) indicates
		  that this provision extends, rather than codifies, prior case law by
		  mandating the examination of other facts and circumstances that may
		  not have been considered by the courts. General Explanation of the
		  Deficit Reduction Act of 1984, 98th
		  Cong., 2d Sess. at p. 59 (Jt. Comm. Print. 1984).

		 

		13    The only statutorily enumerated
		  factor that indicates that a time or voyage charter should be treated
		  as a lease for tax purposes is that a Vessel may not concurrently be
		  used by multiple charterers.

		 

		8

		 

		

		
		

		
		 
 
 

  3.  Code
	 Section 883

   

  In
	 Revenue Ruling 74-170, 1974-1 C.B. 175, the Internal Revenue Service
	 (the “IRS”) ruled that the income derived by a foreign
	 corporation that is actively engaged within the United States in the
	 leasing of vessels for time charters and voyage charters qualifies
	 for the tax exemption provided by Code section 883 because the
	 corporation’s income is “generated by the business of
	 transporting goods and passengers, as distinguished from the income
	 from investment.” This holding was based on the IRS’s
	 interpretation of the language in Code section 883 which then
	 provided a United States tax exemption for the income of a foreign
	 corporation “derived from the operation of a
	 ship.”14 In
	 this regard, the IRS noted that the shipping tax agreements entered
	 into between the United States and certain foreign countries define
	 the phrase “operation of a ship” to mean the “business
	 or enterprise, carried on by owners or charterers of a ship or ships,
	 of transporting persons, articles, mails and other
	 cargo. . . .”

   

  Of
	 particular relevance to the characterization of the Charter Fees for
	 purposes of Code section 1297(a) is the clear distinction made by the
	 IRS in Revenue Ruling 74-170 between rental income derived by a ship
	 owner from the bareboat charter of a ship and the rental income
	 derived from a time charter or voyage charter of the ship. The IRS
	 noted that payments received by the owner of a bareboat chartered
	 vessel are generally regarded as “rents” received from an
	 investment and not as shipping profits excludable from gross income
	 under Code section 883. In contrast to bareboat charter
	 rental,15   the
	 IRS stated that this statutory exclusion does apply if the
	 “owner is actively engaged in the shipping business” and
	 held that a foreign corporation that is “actively engaged in the
	 leasing of vessels to others under time charters and voyage charters
	 is considered engaged in the shipping
	 business. . . .” Further, the IRS stated that
	 this holding would not change even if the vessel owner “acts
	 through an agent” provided that the owner
	 “retained . . . the risk of the
	 venture.”

   

  We
	 believe the holding and rationale of Revenue Ruling 74-170 supports
	 excluding the Charter Fees as “passive income” for purposes
	 of Code section 1297(a). The IRS has clearly recognized that the
	 significant services provided by, and the risks of operation borne
	 by, a ship owner in time charters and voyage charters of ships cause
	 the owner to be treated as engaged in a business activity for
	 purposes of Code section 883(a). While Code sections 883(a) and
	 1297(a) have different statutory language, both provisions make a
	 clear distinction between activities generating investment income,
	 which the IRS views as passive “non-operational” income,
	 and those comprising a business, which the IRS views as
	 “operational” income. If time and voyage charters are
	 treated as business activities of a ship owner for purposes of Code
	 

   

  
  

  14    Code section 883(a) has
	 since been amended to provide a United States tax exemption for the
	 income derived by a foreign corporation from the
	 “international” operation of a ship.

   

  15    We note that the 1986 Act
	 amended Code section 883 to specifically treat income derived from a
	 bareboat charter of a vessel as income qualifying for that statutory
	 exclusion.
	 See
	 Code sections 883(a)(4) and 872(b)(6).

   

  9


   

  
	 

	 
	 

	 
	  

	 section
		883(a), we do not see a sound basis for the IRS treating such
		charters as investment activities for PFIC purposes.

	 

   

  The
	 IRS’s distinction between time and voyage charters and bareboat
	 charters in Revenue Procedure 91-12, 1991-1 C.B. 473, provides
	 additional support for the treatment of the Charter Fees as services
	 income for federal income tax purposes. This Revenue Procedure sets
	 forth the IRS position regarding the proper procedures to be followed
	 by foreign persons for claiming the exemption from federal income
	 taxation provided under Code section 883 or an applicable income tax
	 treaty and for computing, reporting and paying the four percent tax
	 on shipping income that is not eligible for any such tax
	 exemption.16 In
	 Section 4.08 of this Revenue Procedure, the IRS defined the term
	 “leasing” for purposes of applying the special rules for
	 determining under Code section 887(b)(4) whether “United States
	 source gross transportation income” derived by a foreign person
	 constitutes “effectively connected income” with respect to
	 such person. In this regard, the IRS stated that “the term
	 ‘leasing’ means the bareboat charter of a vessel or
	 aircraft. Time or voyage charter income is not considered income from
	 leasing for this purpose. It is considered income from the use (or
	 operation) of a vessel or aircraft.” We do not see any reason
	 why the distinction made by the IRS between the different types of
	 charter income for purposes of Code section 887(b)(4) should not be
	 equally applicable for other purposes of the Code, including Code
	 section 1297(a).

   

  4.  S
	 Corporations

   

  A
	 substantial line of authority interpreting the definition of the term
	 “rents” for purposes of the statutory provisions relating
	 to subchapter S corporations (“S corporations”) also
	 supports treatment of the Charter Fees as services income, rather
	 than as rental income, for federal income tax purposes. Code section
	 1375 imposes a corporate tax on S corporations that were
	 formerly C corporations and derive more than 25 percent of their
	 gross receipts in any taxable year from “passive investment
	 income.” The term “passive investment income” is
	 statutorily defined to expressly include “rents” but does
	 not include income derived from the performance of
	 services.17 The
	 applicable Treasury regulations define the term “rents” to
	 mean amounts received for the use of, or right to use, real or
	 personal property other than rental income derived in the active
	 conduct of trade or business and provide that a taxpayer is engaged
	 in such conduct if it provides “significant services” and
	 incurs substantial costs in connection with its lease of
	 property.18 As
	 discussed more fully below, the IRS and the courts have held that
	 income derived from time and voyage charters of ships and rents
	 received from the chartering of aircraft where the owner provides
	 significant services to the charterer do not constitute
	 “rents” for purposes of the statutory provisions concerning
	 S corporations.

  
  

   

  16    See
	 Code § 887.

   

  17    See
	 Code § 1362(d)(3)(C)(i).

   

  18    Treas. Reg.
	 § 1.1362-2(c)(5)(ii)(B)(1), (2).

   

  10

   

  

  
  

  
   

  In
	 Revenue Ruling 81-197, 1981-1 C.B. 166, the IRS held that amounts
	 received by an S corporation from the full service charter of an
	 aircraft are not “rents” for purposes of the “passive
	 investment income” tests contained in the predecessor to Code
	 section 1375.19   In
	 connection with the chartering of its aircraft, the
	 S corporation involved in Revenue Ruling 81-197
	 conducted negotiations for chartering the aircraft, actually
	 chartered the aircraft and collected the charter fees. In
	 consideration for the charter fees, the S corporation provided
	 all pilots, fuel, catering and operating supplies and paid for all
	 hull and liability insurance, landing and parking fees, taxes and
	 governmental fees and charges. The pilots of the aircraft were
	 employees of the S corporation. The S corporation also
	 entered into a management agreement with the aircraft manufacturer to
	 secure assistance in maintaining the aircraft. The charter
	 arrangements between the S corporation and the charterers of the
	 aircraft permitted the charterers to specify the aircraft’s
	 destination and a desired time to depart for that
	 destination.

   

  In
	 holding that the charter payments did not constitute
	 “rents” for S corporation purposes, the IRS stated
	 that the first issue to consider is “whether the payments were
	 in return for the use of, or right to use, property of the
	 corporation, as opposed to being made for some other reason, such as
	 compensation for services rendered.” Under the facts involved in
	 the ruling, the IRS stated that the S corporation retained
	 “possession, command and control” of the aircraft because
	 the pilot was an employee of the S corporation and had primary
	 authority for the safety and actual operation of the aircraft. Based
	 on this finding, the IRS held that the S corporation was using
	 the aircraft to “furnish a transportation service” and that
	 the payments it received under its charters were “compensation
	 for transportation services rendered and not payments for the use of
	 the aircraft.”

   

  The
	 rationale set forth in General Counsel Memorandum 38525
	 (September 30, 1980) (“GCM 38525”), which the IRS
	 issued in connection with its issuance of Revenue Ruling 81-197,
	 provides additional support for treating the Charter Fees as income
	 from the performance of services. In GCM 38525, the IRS stated that a
	 payment does not constitute “rent” within the meaning of
	 Code section 1372(e)(5)(C) if either (i) the payor receives a
	 service in return for it, rather than the use of corporate property
	 as such, or (ii) the S corporation also provides
	 “significant services” to the payor in connection with the
	 payment. As an example, the IRS indicated that a taxicab fare escapes
	 classification as rent “because it is a payment for a
	 transportation service, rather than for the use of property (even
	 though the corporation’s property, the taxicab, is used in
	 providing the service).” This same rationale would appear to be
	 applicable to a ship owner who enters into a time or voyage charter
	 with respect to a vessel. In each case, the ship owner is bearing
	 substantially all (since fuel costs typically are paid by the
	 

   

  
  

  19    Prior to its replacement in 1982 by
	 Code section 1375, Code section 1372(e)(5) provided for the
	 termination of a corporation’s S corporation election if
	 the corporation derived more than 20 percent of its gross receipts in
	 any taxable year from “passive investment income.” As with
	 respect to the current Treasury regulations, the then applicable
	 Treasury regulations provided that payments for the use of personal
	 property do not constitute “rents” for purposes of the
	 S corporation provisions if “significant services”
	 were rendered in connection with such payment.
	 See
	 former Treas. Reg. § 1.1372-4(b)(5)(vi).

   

  11

   

  

  
  

  
   

  charterer) of the costs of operating the vessel and the
	 vessel is being operated by crew members who are employees of the
	 ship owner. As in the case of the taxpayer in Revenue Ruling 81-197,
	 at all times during a time or voyage charter of a ship, the ship
	 owner is in “possession, command and control” of the
	 vessel.20   

   

  Even
	 more compelling support for treating the Charter Fees as services
	 income is found in the reliance in GCM 38525 on the holding and
	 rationale of Revenue Ruling 74-170, supra.
	 In GCM 38525, the IRS stated that “the issue and factual
	 context in Revenue Ruling 74-170
	 are similar “to those in Revenue Ruling 81-197”, and
	 “the conclusion as to time and voyage charters is extremely
	 relevant to the instant case in that essentially what is concluded is
	 that earnings derived from such charters are income generated by the
	 business of transporting goods and passengers rather than payments
	 for the use of the vessel.” In this regard, the IRS noted that,
	 based on the holding in Revenue Ruling 74-170, it had drafted a
	 proposed revenue ruling holding that fees received by a ship owner
	 for time and voyage charters does not constitute “rents”
	 for purposes of the definition of “personal holding company
	 income” contained in Code section 543(a)(2). While the issuance
	 of this proposed revenue ruling had been postponed due to the fact
	 that the issue was being considered in connection with a pending
	 regulations project, the IRS indicated that “the proposed
	 revenue ruling would provide extremely persuasive support” for
	 the position taken in Revenue Ruling 81-197. Thus, the IRS clearly
	 viewed the rationale of Revenue Rulings 81-197 and 74-170 to be
	 nearly identical.

   

  The
	 decision of the Tax Court in Winn
	 v. Commissioner,
	 67 T.C. 499 (1976), aff’d.
	 in part and rev’d. in part,
	 595 F.2d 1060 (5th
	 Cir. 1979) and its reference to the Supreme Court decision in
	 United
	 States v. Shea,
	 152 U.S. 178 (1894) also support the different tax characterizations
	 of fees derived from time and voyage charters of ships and fees
	 derived from bareboat charters of ships. In Winn,
	 the Tax Court held that amounts received by an S corporation
	 from its bareboat charters of barges constituted “rents”
	 for S corporation eligibility purposes because the
	 S corporation did not, under the particular facts involved in
	 that case, provide “significant services” to the charterer
	 in connection with its bareboat charters. However, in rejecting the
	 S corporation’s contention that bareboat charter income
	 cannot constitute “rent,” the Tax Court relied upon the
	 Supreme Court’s decision in the Shea
	 case. In that decision, the Supreme Court emphasized the distinction
	 between bareboat charters of ships and “contracts of
	 affreightment” where, as with respect to time and voyage
	 charters, the ship owner agrees to transport goods for hire and
	 retains the “possession and control” of the ship. In this
	 regard, the Supreme Court stated that the latter contracts were
	 “contract[s] for a special service to be rendered by the owner
	 of the vessel.” The Supreme Court’s recognition that
	 contracts of affreightment are service contracts which do not involve
	 “rents” clearly supports the conclusion that the Charter
	 Fees derived by the Subsidiaries from such “service
	 contracts” should not constitute “rents” for purposes
	 of the PFIC rules.

   

  
  

  20    In essence, a time charter is a
	 series of voyage charters taking place at the direction of the
	 charterer during a specified time period. In GCM 38525, the IRS
	 stated that the aircraft owner remains “in control” of the
	 aircraft even though the charterers of the aircraft may decide the
	 time and destination of flights. 


   

  12

   

  

  
  

  
   

  Further,
	 in General Counsel Memorandum 39169 (November 28, 1973)
	 (“GCM 39169”), the IRS held that charter fees derived
	 by an S corporation from the chartering of its aircraft
	 constituted “payments for transportation services,” and not
	 “rents,” for purposes of former Code section 1372(e)(5)(C)
	 even though most of the services provided by the S corporation
	 in connection with such chartering were actually performed by an
	 independent third party pursuant to an Aircraft Agency Agreement.
	 Similarly, in Private Letter Ruling 8916057 (Jan. 25,
	 1989),21   the
	 IRS held that income derived by an S corporation from the time
	 and voyage charters of vessels owned by a limited liability
	 partnership in which the S corporation was a limited partner did
	 not constitute “rents” or “passive investment
	 income” within the meaning of Code section 1362(d)(3). In this
	 regard, the limited partnership involved in this ruling had entered
	 into an Operating Management Agreement with a corporation pursuant to
	 which the corporation, in exchange for a specified fee, acted as the
	 limited partnership’s agent in connection with the operation and
	 management of the partnership’s vessels, including performing
	 the transportation services required by the time and voyage charters
	 (including hiring the crews), collecting the charter fees, and paying
	 all of the operational expenses of the vessels (including the
	 salaries of the crew). In reaching its holding in this private letter
	 ruling, the IRS stated that the limited partnership “through the
	 Agent” receives compensation for services rendered and not
	 “rent” for purposes of the S corporation provisions of
	 the Code. Relying upon its holding in Revenue Ruling 74-170, the IRS
	 stated that the limited partnership, not its agent, will enjoy any
	 “profit and bear any loss from the charter
	 business.”

   

  5.  Code
	 Sections 543 and 553

   

  Additional
	 support for not treating the Charter Fees as “rents” within
	 the meaning of Code section 1297(a) is found in the authority
	 interpreting the definition of that term for purposes of the personal
	 holding company provisions of the Code. Code section 543(a)(2)
	 provides that the term “personal holding company income”
	 includes “rents.” Treasury regulation
	 § 1.543-1(b)(10) defines the term “rents” for
	 this purpose to mean “compensation (however designated) for the
	 use, or right to use, property of the corporation
	  . . .” including “charter
	 fees.”

   

  As
	 with respect to the other statutory provisions discussed above, the
	 courts and the IRS have held that amounts received under leasing
	 arrangements do not constitute “rents” for purposes of Code
	 section 543(a)(2) where the owner of the leased property also
	 provides significant services to the lessee.22     


   

  
  

  21    While the Subsidiaries may not rely
	 upon a private letter ruling or a Technical Advice Memorandum
	 received by another taxpayer, such a pronouncement by the National
	 Office of the IRS indicates the position of the IRS at the time of
	 the ruling on the technical issue involved therein.

   

  22    See,
	 e.g.,
	 Webster
	 Corporation v. Commissioner,
	 25 T.C. 55 (1955), aff’d.
	 per curiam,
	 240 F.2d 164 (2d Cir. 1957) (holding that income derived from farms
	 operated and managed by a corporation through a supervising agent who
	 engaged farmers to operate the properties under a crop-sharing
	 arrangement was not “rent” for personal holding company
	 purposes) 

  
	  

	 Footnote
		continued on next page.
 

   

  13


   

  

  
  

  
  More
	 relevant to the proper tax characterization of the Charter Fees is
	 the IRS holding in Technical Advice Memorandum 7202140920A
	 (February 14, 1972) that charter fees received by a ship owner
	 from time and voyage charters of tankers did not constitute
	 “rents” for purposes of Code section 543(a)(2) because the
	 IRS regarded the charters as contracts for transportation services.
	 In reaching this holding, the IRS relied, in part, on the
	 distinctions between bareboat charters and time and voyage charters
	 contained in the treatise by Gilmore and Black entitled The
	 Law of Admiralty.
	 With regard to time and voyage charters, the IRS concluded that
	 “the legal attributes of a voyage charter place the taxpayer in
	 the position of owner, possessor and user of the vessel, but the
	 economics of a voyage charter make it clear that this is a
	 straightforward business operation, with the risks of profit or loss
	 which normally attend a business operation.”

   

  Based
	 on the similarity of the facts between those set forth in this
	 Technical Advice Memorandum and those relating to the time charters
	 entered into by the Subsidiaries relating to the Vessels, we believe
	 that the rationale adopted by the IRS in the Technical Advice
	 Memorandum should be applicable in determining whether the Charter
	 Fees constitute “rents” for purposes of both Code sections
	 954(c) and 1297(a). Support for this view is found in the fact that
	 the definition of “foreign personal holding company income”
	 for purposes of Code section 954(c) should be interpreted in the same
	 manner as the term “personal holding company income” which
	 is contained in Code section 543. Thus, the applicable Treasury
	 regulations indicate that the term “rent” has the same
	 definition for purposes of the “foreign personal holding
	 company” provisions of Code section 553 as it does for Code
	 section 543.23 Further,
	 prior to the 1986 Act, the definition of “foreign personal
	 holding company income” contained in Code section 954(c)
	 specifically referred to the definition of that term in Code section
	 553.24 While
	 this specific cross-reference to Code section 553 was eliminated by
	 the 1986 Act when Code section 954(c) was amended to include several
	 additional types of passive income (such as foreign currency gains
	 and income equivalent to interest) in the definition of “foreign
	 personal holding company income” for subpart F purposes,
	 there is no indication in the legislative history of the 1986 Act
	 that this statutory amendment was intended to change the meaning of
	 the term “rents” for 

   

  
  

  Footnote continued from previous page.

   

  
	 and Revenue Ruling 67-423, 1967-2 C.B. 221 (holding that
		payments received by a corporation from its lease of farmland under a
		crop-sharing arrangement did not constitute “rents” for
		personal holding company purposes where the corporation materially
		participated in the management of the farm production). 


	  
 

  23   
	 See Treas. Reg. § 1.553-1

   

  24    Code Section 553 was repealed as
	 part of the American Jobs Creation Act of 2004. P.L. 108-357,
	 § 413 (2004)./DIV>
	  

	 14


	  

	 

	 
	 

	 
	  

	 purposes
		of Code section 553.25  

	  

	 6.  Code
		Section 512(b)(3)

	  

	 The
		tax treatment of the Charter Fees as income derived by the
		Subsidiaries from their performance of services, rather than rents,
		is also supported by the authority under Code section 512(b)(3). This
		statutory provision provides that, subject to certain limited
		exceptions not applicable to the chartering of the Vessels, income
		constituting “rents from real property” does not constitute
		“unrelated business income” that could be taxable to a
		tax-exempt organization pursuant to Code section 511. The Treasury
		regulations defining the term “rents from real property”
		for this purpose provide that such term does not include payments for
		the use or occupancy of rooms and other space where (i) services
		are rendered primarily for the convenience of the occupant, and
		(ii) the services are not usually or customarily rendered in
		connection with the rental of rooms or other space for occupancy
		only.26 These
		Treasury regulations indicate that amounts received by an owner of
		leased property may not be treated as “rents” for relevant
		federal income tax purposes where the owner provides services to the
		lessee in addition to permitting the lessee to use the leased
		property.

	  

	 7.  Other
		Statutory Provisions Defining the Term “Rent”

	  

	 In
		reaching its holding in Revenue Ruling 81-197 that the aircraft
		charter fees derived by the taxpayer involved in that ruling did not
		constitute “rents” for S corporation purposes, the IRS
		relied upon its prior holdings in three Revenue Rulings concerning
		the applicability of the excise tax imposed by Code section 4261 on
		amounts paid within the United States for “taxable
		transportation” services. In Revenue Ruling 60-311, 1960-2 C.B.
		341, the IRS held that certain helicopter rental companies are
		considered to be furnishing a “transportation service”
		pursuant to service contracts taxable under Code section 4261 where
		they enter into contracts, designated as leases, whereby they
		(1) lease helicopters with pilots to an oil company for use in
		transporting the company’s personnel and equipment,
		(2) retain possession, command and control of the helicopters,
		and (3) perform all services in connection with the operation of
		the helicopters. A similar conclusion was reached in Revenue Ruling
		76-394, 1976-2 C.B. 355, and Revenue Ruling 76-431, 1976-2 C.B. 328.
		In GCM 38525, the IRS analyzed the rationale of Revenue Ruling
		60-311 in distinguishing between a lease and a service contract for
		purposes of Code section 4261 and concluded that “no
		significance” should be given to the use of the term
		“lease” in that Revenue Ruling in determining whether a
		particular transaction is a service contract or a lease for such
		purposes.

	  

	 Further,
		the IRS has ruled that income derived from a lease of property may
		properly be treated as income from the performance of services,
		rather than rents, for purposes of 

	  

	 
	 

	 25   
		See generally, H. Rep. No. 99-426,
		99th Cong., 1st Sess. 389-401 (1986);
		S. Rep. No. 99-313, 99th Cong., 2nd Sess.
		361-370 (1986).  

	  

	 26    Treas. Reg.
		§ 1.512(b)-1(c)(5).

	  

	 15


	  

	 

	 
	 

	 
	  

	 Code
		section 165(g)(3)(B). Thus, in Revenue Ruling 88-65, 1988-2 C.B. 32,
		the IRS held that amounts received by a corporation with respect to
		the leasing of automobiles and trucks do not constitute
		“rents” within the meaning of Code section 165(g)(3)(B)
		(which statutory provision relates to the definition of an
		“affiliated” corporation for purposes of the rules
		concerning worthless securities) where the corporation performs
		significant services in connection with such leasing
		activities.27   

	  

	 
		C.    Tax
		  Characterization of the Charter Fees
 

	  

	 Based
		upon the facts set forth in Section II above and the authorities
		discussed in subsection B above, we believe that the Charter
		Fees should be characterized as services income, rather than
		“rents,” for purposes of determining whether any member of
		the Eagle Group is a PFIC. Although there is no authority directly
		holding that fees received by a ship owner from time charters or
		voyage charters of a vessel do not constitute “passive
		income” for purposes of Code section 1297(a), we believe that
		the authorities discussed above clearly support the conclusion that
		such charter fees should not be characterized as “rents”
		for relevant federal income tax purposes if the owner of the property
		involved retains the “possession, command and control” of
		the property and/or provides “significant services” to the
		person using the property. Each Subsidiary is responsible under its
		time charters of the Vessels for providing the crew and bearing
		substantially all of the costs relating to the operations of the
		Vessels and retains the risk of loss with respect to the Vessel.
		Therefore, each Subsidiary should be treated as both
		(i) retaining the “possession, command and control” of
		the Vessels within the meaning of the relevant authorities, and
		(ii) providing “significant services” to the
		charterers of the Vessels.

	  

	 Our
		view regarding the tax characterization of the Charter Fees is not
		affected by the fact that VS, rather than the Subsidiaries, may be
		the signatory on the employment contracts with the various members of
		the crews that operate the Vessels. Pursuant to the Technical
		Management Agreements, each Subsidiary bears the entire cost of the
		crew and the operations of the Vessels through its reimbursement
		payments to VS. As set forth in the Technical Management Agreement,
		each crew member “will be employed” by the Subsidiary and
		VS will execute the employment contracts with such members on behalf
		of the Subsidiary. As such and as expressly stated in the Technical
		Management Agreement, VS is merely acting as the agent for each
		Subsidiary in connection with an agency agreement and each employment
		contract executed by VS. Therefore, the activities of VS should be
		attributed to the Subsidiaries for purposes of determining the tax
		characterization of the Charter Fees and the necessary tax
		.

	   

	 
	 

	 27   
		While noting that the term “rents” as used in Code section
		165(g)(3)(B) is not defined or discussed in the Code, the legislative
		history of the statutory provision or its predecessor provisions or
		the underlying Treasury regulations, the IRS relied upon the
		definition of that term in Code section 1244(c)(1)(C) regarding the
		definition of “section 1244 stock” and former Code section
		1372(e)(5)(C). The IRS further stated that “it is appropriate to
		distinguish between active and passive rental income” for
		purposes of Code section 165(g)(3)(B).

	  

	 16


	 

		



  

  

  
  

  
  analysis
	 under Code section 1297(a) should be undertaken as if the
	 Subsidiaries directly engaged in all of the activities engaged in by
	 VS as described in the Technical Management Agreements.

   

  This
	 view is supported by a number of the authorities discussed above.
	 Thus, in Revenue Ruling 74-170, the IRS held that ship owners who
	 entered into a time charter of its vessels was engaged in the
	 shipping business and entitled to the benefits of the Code section
	 883 tax exemption regardless of whether the owner “charters the
	 vessels directly or through agents.” In this regard, the IRS
	 stated that “[t]he fact that a charterer acts through an agent
	 does not change his entitlement to the exclusion, the crucial factor
	 being retention by the charterer of the risk of the venture.”
	 The same conclusion is reached by GCM 39169 (where the IRS held
	 that charter fees derived by an S corporation from the
	 chartering of its aircraft constituted “payments for
	 transportation services,” and not “rents,” for
	 purposes of former Code section 1372(e)(5)(C) even though most of the
	 services provided by the S corporation in connection with such
	 chartering were actually performed by an independent third party
	 pursuant to an Aircraft Agency Agreement) and Private Letter Ruling
	 8916057 (where the IRS held that income derived by an
	 S corporation from the time and voyage charters of vessels owned
	 by a limited liability partnership in which the S corporation
	 was a limited partner did not constitute “rents” or
	 “passive investment income” within the meaning of Code
	 section 1362(d)(3) even though an agent of the partnership conducted
	 all of the activities relating to the operation and management of the
	 partnership’s vessels on behalf of the
	 partnership).

   

  IV.  OPINION


   

  In
	 rendering the opinion set forth below, we have examined the
	 registration statement and such other documents and materials as we
	 have deemed relevant. 

   

  Based
	 upon all of the foregoing and our review of the Code, the final,
	 temporary and proposed Treasury regulations promulgated under the
	 Code, Revenue Rulings, Revenue Procedures and other published
	 pronouncements of the IRS, the published opinions of the United
	 States Tax Court and other United States federal courts, and such
	 other authorities, as we consider relevant, each as they exist as of
	 the date hereof, we are of the opinion that Eagle should not be
	 treated as a “passive foreign investment company” for
	 United States federal income tax purposes. However, because there is
	 no authority directly on point, we believe it is possible that the
	 IRS might, upon an audit of the United States federal income tax
	 returns filed by Eagle, disagree with this opinion. If the IRS were
	 to fully litigate the issue involved, we believe that a court should
	 ultimately agree with our opinion, although there can be no assurance
	 in this regard. Because our opinion is based upon current law, no
	 assurance can be given that existing United States federal income tax
	 laws will not be changed by future legislative or administrative or
	 judicial interpretation, any of which could affect the opinion
	 expressed above. 

   

  This
	 opinion is provided to the Underwriters in connection with the
	 Offering. This opinion may not be quoted or relied upon by any other
	 person or entity, or for any other purpose, without our prior written
	 consent.

   

  17


   

  

  
  

  
  Exhibit
	 D

   

  Form
	 of Opinion of the Company’s Special Marshall Islands
	 Counsel

   

  Ladies
	 and Gentlemen:

   

  We
	 have acted as your counsel in connection with your purchase (the
	 “Offering”) of up to [  ] shares of Common Stock, par
	 value $.01 per share (the “Shares”), of Eagle Bulk Shipping
	 Inc., a Marshall Islands corporation (the “Company”),
	 pursuant to the Underwriting Agreement dated February 28, 2007 among
	 you and the Company (the “Underwriting Agreement”). In
	 connection with the Offering, you have asked us to deliver the
	 following opinions with respect to the Company and to each of the
	 Marshall Islands subsidiaries of the Company listed on Schedule I
	 hereto (collectively the “Subsidiaries”) and with respect
	 to the prospectus of the Company (as may be amended, the
	 “Prospectus”) and a supplement thereto included in a
	 registration statement on Form S-3 (file No. 333-139745) (as may be
	 amended, the “Registration Statement”).

   

  In
	 rendering this opinion, we have examined and relied on originals or
	 copies of the following:

   

  
	 	i.       
			       	
			 the
				Registration Statement;
 

 

   

  
	 	ii.             	
			 the
				Underwriting Agreement;
 

 

   

  
	 	iii.            	
			 any
				document incorporated or deemed to be incorporated by reference into
				the Registration Statement; 
 

 

   

  
	 	iv.            	
			 the
				Amended and Restated Articles of Incorporation and Bylaws of the
				Company; and 
 

 

   

  
	 	v.             	
			 the
				limited liability company agreements or the amended and restated
				limited liability company agreements, as the case may be, of each of
				the Subsidiaries.
 

 

   

  We
	 have also examined and relied, as to factual matters, upon originals,
	 or copies certified to our satisfaction, of such records, documents,
	 certificates of officers of the Company, the Subsidiaries, and of
	 public officials and other instruments, and made such other
	 inquiries, as, in our judgment, are necessary or appropriate to
	 enable us to render the opinion expressed below. As to questions of
	 fact material to this opinion, we have, with your approval, where
	 relevant facts were not independently established, relied upon, among
	 other things, the representations made in the Underwriting Agreement
	 and certificates of officers of the Company or the
	 Subsidiaries.

   

  18


   

  

  
  

  
   

  For
	 the purpose of this opinion, we have further assumed:

   

  
	 	i.        
			      	
			 the
				power, authority and legal right of the parties to the Underwriting
				Agreement (other than the) to enter into and to perform their
				respective obligations thereunder and that the Underwriting Agreement
				has been duly authorized, executed and delivered by each such
				party;
 

 

   

  
	 	ii.    
			         	
			 the
				genuineness of all signatures on all documents and the completeness,
				and the conformity to original documents, of all copies submitted to
				us;
 

 

   

  
	 	iii.            	
			 due
				compliance of the Underwriting Agreement with all matters of, and the
				validity and enforceability thereof under, all such laws as govern or
				relate to them (other than the laws of the Republic of the Marshall
				Islands as to which we are opining); 
 

 

   

  
	 	iv.            	
			 that
				you have duly and validly executed and delivered the Underwriting
				Agreement and has complied with all legal requirements pertaining to
				its status as such status relates to its rights to seek benefits of
				and enforce the Underwriting Agreement against the Company;
				
 

 

   

  
	 	v.             	
			 that
				any required consents, licenses, permits, approvals, exemptions,
				qualifications or authorizations of or by, and any required
				registrations or filings with, any governmental authority or
				regulatory body of any jurisdiction other than the Republic of the
				Marshall Islands in connection with the transactions contemplated by
				the Underwriting Agreement have been duly obtained or
				made;
 

 

   

  
	 	vi.            	
			 insofar
				as the opinions expressed herein relate to the issuance and delivery
				of the Shares, that such issuance and delivery are occurring as of
				the date hereof; and 
 

 

   

  
	 	vii.           	
			 that
				with respect to opinion 21 only, you are not deemed to be resident,
				domiciled, or carrying on any commercial activity in the Republic of
				the Marshall Islands.
 

 

   

  In
	 rendering this opinion, we advise you that we are not admitted to
	 practice before the courts of the Republic of the Marshall Islands.
	 However, certain members of this firm participated in the drafting of
	 The Associations Law of 1990 and The Maritime Act of 1990 of the
	 Republic of the Marshall Islands, and such members have, in the past,
	 rendered legal opinions on similar subjects. Insofar as Marshall
	 Islands law is involved in the opinions hereinafter expressed, we
	 have relied upon opinions and advice of Marshall Islands counsel
	 rendered in transactions which we consider to be sufficiently similar
	 to those contemplated by the Underwriting Agreement as to afford a
	 satisfactory basis for such opinions, upon our independent
	 examination of the Marshall Islands Associations Law 1990 and the
	 Marshall Islands Maritime Act of 1990, including amendments thereto
	 effective as of May 9, 2005 as made available to us by the Marshall
	 Islands Maritime & Corporate Administrators, Inc. and
	 

   

  19

   

  

  
  

  
   

  upon
	 our knowledge of the interpretation of analogous laws in the United
	 States of America. In rendering the opinions set forth below, we have
	 assumed that the Marshall Islands laws and regulations examined by us
	 have not been the subject of any further amendments and that the
	 persons who executed the aforementioned certificates of public
	 officials are duly authorized to act in such capacity on behalf of
	 the Registrar of Corporations of the Republic of the Marshall
	 Islands.

   

  Based
	 upon and subject to the foregoing and having regard to legal
	 considerations we deem relevant, we are of the opinion that, insofar
	 as the laws of the Republic of the Marshall Islands are
	 concerned:

   

  1.  The
	 Company has been duly incorporated and validly exists as a
	 corporation in good standing under the laws of the Marshall Islands,
	 with full power and authority to own, lease and operate its
	 properties and conduct its business as described in the Registration
	 Statement, the preliminary prospectus relating to the Shares
	 (including the base prospectus attached thereto and the documents
	 incorporated by reference therein, the “Pre-Pricing
	 Prospectus”) in the Prospectus and the Company has the full
	 power and authority to execute and deliver the Underwriting
	 Agreement.

   

  2.  Each
	 of the Subsidiaries has been duly formed and validly exists as a
	 limited liability company, in good standing under the laws of the
	 Marshall Islands, with full power and authority to own, lease and
	 operate its properties and conduct its business as described in the
	 Registration Statement, the Pre-Pricing Prospectus, the Prospectus
	 and the Free Writing Prospectus attached hereto as Annex
	 A.


   

  3.  The
	 authorized capital stock of the Company conforms as to legal matters
	 to the description thereof contained in the Registration Statement,
	 the Pre-Pricing Prospectus and the Prospectus. All of the issued
	 shares of common stock of the Company, including the Shares, have
	 been duly authorized and are validly issued, fully paid and
	 non-assessable and are not subject to any preemptive rights. The
	 Shares to be delivered on the closing of the Offering by the Company
	 have been duly authorized and are fully paid and non-assessable. The
	 Shares conform to the descriptions of the Company’s common stock
	 contained in the Registration Statement, the Pre-Pricing Prospectus
	 and the Prospectus.

   

  4.  All
	 of the issued and outstanding limited liability company interests of
	 each of the Subsidiaries have been duly authorized and are validly
	 issued, fully paid and non-assessable and are owned directly or
	 indirectly by the Company, free and clear of all liens, encumbrances,
	 equities or claims, except as described in the Registration
	 Statement, the Pre-Pricing Prospectus and the
	 Prospectus.

   

  5.  The
	 Underwriting Agreement has been duly and validly authorized, executed
	 and delivered by the Company.

   

  6.  The
	 filing of the Registration Statement, the Pre-Pricing Prospectus and
	 the Prospectus with the U.S. Securities and Exchange Commission has
	 been duly authorized by and 

   


  20

   

  

  
  

  
   


  on
	 behalf of the Company and the Registration Statement has been duly
	 executed pursuant to such authorization by and on
	 behalf of the Company.

   

  7.  Other
	 than as set forth or contemplated in the Prospectus and insofar as
	 matters of the Republic of the Marshall Islands are concerned, to our
	 knowledge, there are no judicial, regulatory or other legal or
	 governmental proceedings pending to which the Company or any of the
	 Subsidiaries is a party or of which any property of the Company or
	 any of the Subsidiaries is the subject which, if determined adversely
	 to the Company or any of the Subsidiaries, would individually or in
	 the aggregate have a material adverse effect on the financial
	 position or results of operations of the Company.

   

  8.  The
	 execution and delivery by the Company, and performance by the Company
	 of its obligations under, the Underwriting Agreement and the
	 consummation of the transactions contemplated by the Underwriting
	 Agreement, the Registration Statement, the Pre-Pricing Prospectus and
	 the Prospectus will not violate or conflict with any provision of the
	 Company’s Amended and Restated Articles of Incorporation or
	 Bylaws, the limited liability company agreements of any of the
	 Subsidiaries, any indenture, mortgage, deed of trust, bank loan or
	 credit agreement or other evidence of indebtedness, or any license,
	 lease, contract or other agreement or instrument to which the Company
	 or any of the Subsidiaries is a party or by which any of them or any
	 of their respective properties may be bound or affected, or any rule
	 or regulation, or, to our knowledge, any order of any court or
	 governmental agency or body in the Republic of the Marshall Islands
	 having jurisdiction over the Company or any of the
	 Subsidiaries.

   

  9.  No
	 consent, approval, authorization, order, registration, filing,
	 qualification, license or permit of or with any Marshall Islands
	 court or any judicial, regulatory or other legal or governmental
	 agency or body is required for the execution and delivery of, and
	 performance of the Company’s obligations under the Underwriting
	 Agreement or the consummation of the transactions contemplated by the
	 Underwriting Agreement, the Registration Statement, the Pre-Pricing
	 Prospectus and the Prospectus, except such as have been duly obtained
	 and are in full force and effect.

   

  10.  Each
	 of the Company and its Subsidiaries has such authorizations of, and
	 has made all filings with and notices to, all governmental or
	 regulatory authorities and self-regulatory organizations and all
	 courts and other tribunals as are necessary to own, lease, license
	 and operate its respective properties and to conduct its business,
	 except where the failure to have any such authorization or to make
	 any such filing or notice would not, singly or in the aggregate, have
	 a material adverse effect; each such authorization is valid and in
	 full force and effect and each of the Company and its Subsidiaries is
	 in compliance with all the terms and conditions thereof and with the
	 rules and regulations of the authorities and governing bodies having
	 jurisdiction with respect thereto; and no event has occurred
	 (including, without limitation, the receipt of any notice from any
	 authority or governing body) which allows or, after notice or lapse
	 of time or both, would allow, revocation, suspension or termination
	 of any such authorization or results or, after notice or lapse of
	 time or both, would result in any other impairment of the rights of
	 the holder of any such authorization; and such authorizations contain
	 no restrictions that are burdensome to the Company or any of its
	 Subsidiaries; except where such failure to be valid and

   

  21

   

  

  
  

  
  
	 
	 in full force and effect or to be in compliance, the occurrence of
	 any such event or the presence of any such restriction would not,
	 singly or in the aggregate, have a material adverse effect.
  

   

  11.  The
	 Company has the full right, power and authority to execute and
	 deliver the Underwriting Agreement and to perform its obligations
	 thereunder, and all corporate action required to be taken by the
	 Company for the due and proper authorization, execution and delivery
	 of the Underwriting Agreement and the consummation of the
	 transactions contemplated by the Underwriting Agreement as described
	 in the Registration Statement, the Pre-Pricing Prospectus and the
	 Prospectus have been duly and validly taken.

   

  12.  The
	 Company and each of the Subsidiaries owns, possesses or has obtained
	 all licenses, permits, certificates, consents, orders, approvals and
	 other authorizations from, and has made all declarations and filings
	 with, all governmental authorities and all courts and other
	 tribunals, in the Marshall Islands, necessary to own or lease, as the
	 case may be, and to operate its respective properties and to carry on
	 its respective business as conducted as of the date hereof (other
	 than such licenses, permits, certificates, consents, orders,
	 approvals and other authorizations the failure to obtain would not in
	 the aggregate have a material adverse effect on the Company or the
	 respective Subsidiary).

   

  13.  Neither
	 the Company nor its Subsidiaries are in violation of their respective
	 articles of incorporation, bylaws or limited liability company
	 agreement or other charter documents.

   

  14.  The
	 certificates evidencing the Shares are in due and proper form and the
	 holders of Shares evidenced by such certificates will not be subject
	 to any personal liability by reason of holding such
	 Shares.

   

  15.  Each
	 of the vessels listed on Schedule I hereto is duly and validly
	 registered as a vessel in the sole ownership of the Subsidiary set
	 forth next to its name on Schedule I hereto under the laws of the
	 Republic of the Marshall Islands; each vessel owning Subsidiary has
	 good and marketable title to the vessel set forth next to its name on
	 Schedule I hereto, free and clear of all liens, claims, charges,
	 debts or encumbrances and defects of title of record on the Marshall
	 Islands Ships Register, except as described in the Registration
	 Statement, the Pre-Pricing Prospectus and the Prospectus; and each
	 such vessel is in good standing with respect to the payment of past
	 and current taxes, fees and other amounts payable under the laws of
	 the Republic of the Marshall Islands as would affect its registry
	 with the Marshall Islands Ships Register.

   

  16.  The
	 statements contained in the Company’s annual report on Form 10-K
	 for the period ending December 31, 2006 and incorporated by reference
	 into the Registration Statement under the captions “Risk
	 Factors—Company Specific Risk Factors—We cannot assure you
	 that our board of directors will declare dividends”, “Risk
	 Factors—Risks Relating to Our Common Stock—We are
	 incorporated in the Marshall Islands, which does not have a
	 well-developed body of corporate law” and “Exchange
	 Controls”; the statement contained in the Company’s
	 registration statement on Form 8-A filed with the U.S. Securities and
	 Exchange Commission on 

   

  22


   

  

  
  

  
   

  June
	 20, 2005 under the heading “Description of Capital Stock”;
	 the statement contained in the Pre-Pricing Prospectus and the
	 Prospectus under the heading “Tax Considerations—Marshall
	 Islands Tax Considerations” insofar as such statements
	 constitute a summary of documents or matters of law, and those
	 statements in the Registration Statement, and Prospectus that are
	 descriptions of contracts, agreements or other legal documents or of
	 legal proceedings, or refer to statements of law or legal
	 conclusions, are accurate in all material respects.

   

  17.  The
	 agreement of the Company to the choice of law provisions set forth in
	 Section 13 of the Underwriting Agreement will be recognized by the
	 courts of the Marshall Islands; the Company can sue and be sued in
	 its own name under the laws of the Marshall Islands; the irrevocable
	 submission of the Company to the jurisdiction of any court of the
	 State of New York or the United States District Court for the
	 Southern District of the State of New York (each a “New
	 York Court”),
	 the waiver by the Company of any objection to the venue of a
	 proceeding in a New York Court, the appointment by the Company of
	 Seward & Kissel LLP as their agent for service of process and the
	 agreement of the Company that the Underwriting Agreement shall be
	 governed by and construed in accordance with the laws of the State of
	 New York are legal, valid and binding; service of process effected in
	 the manner set forth in Section 14 of the Underwriting Agreement will
	 be effective, insofar as the laws of the Marshall Islands are
	 concerned, to confer valid personal jurisdiction over the
	 Company.

   

  18.  Neither
	 the Company nor any of its Subsidiaries is required to file tax
	 returns or is subject to taxation in the Republic of the Marshall
	 Islands. All dividends and other distributions declared and payable
	 on the shares of Common Stock of the Company and the capital stock of
	 each of its Subsidiaries may under the current laws and regulations
	 of the Republic of the Marshall Islands be paid in United States
	 dollars and may be freely transferred out of the Republic of the
	 Marshall Islands, and all such dividends and other distributions are
	 not subject to withholding or other taxes under the current laws and
	 regulations of the Republic of the Marshall Islands and are otherwise
	 free and clear of any withholding, stamp, transfer, excise or other
	 tax, and may be declared and paid without obtaining any consents,
	 approvals, authorizations, orders, licenses, registrations,
	 clearances and qualifications of or with any court or governmental
	 agency or body or any stock exchange authorities, in the Republic of
	 the Marshall Islands.

   

  19.  You
	 will not be deemed to be resident, domiciled, carrying on any
	 commercial activity in the Republic of the Marshall Islands or
	 subject to any taxation in the Republic of the Marshall Islands
	 solely by reason only of the entry into, performance or enforcement
	 of the Underwriting Agreement to which it is a party or the
	 transactions contemplated by the Underwriting Agreement, the
	 Registration Statement, the Pre-Pricing Prospectus and the
	 Prospectus. It is not necessary under the laws of the Republic of the
	 Marshall Islands that you be authorized, licensed, qualified or
	 otherwise entitled to carry on business in the Republic of the
	 Marshall Islands for their execution, delivery, performance or
	 enforcement of the Underwriting Agreement.

   

  20.  No
	 stamp or other issuance or transfer taxes or duties and no capital
	 gains, income, withholding or other taxes are payable to the Republic
	 of the Marshall Islands or to any political subdivision or taxing
	 authority thereof or therein in connection with the sale and
	 

   

  23


   

  

  
  

  
  

	 

	  



delivery
  of the Shares by the Company to or for your respective accounts or in
  connection with the resale of the Shares by you.

 

We
  also qualify our opinion to the extent that (i) the
  enforceability of the rights and remedies provided for in the
  Underwriting Agreement (a) may be limited by insolvency,
  bankruptcy, reorganization, moratorium, fraudulent transfer,
  fraudulent conveyance or other similar laws affecting generally the
  enforceability of creditors’ rights from time to time in effect
  and (b) is subject to general principles of equity, regardless
  of whether such enforceability is considered in a proceeding in
  equity or at law, including application of principles of good faith,
  fair dealing, commercial reasonableness, materiality,
  unconscionability and conflict with public policy and other similar
  principles; (ii) while there is nothing in Marshall Islands law
  which prohibits a Marshall Islands corporation from submitting to the
  jurisdiction of a forum other than the Republic of the Marshall
  Islands, the validity and enforceability of the submission to
  jurisdiction provisions set forth in the Underwriting Agreement are
  not dependent upon Marshall Islands law and such provisions may not
  be enforceable under the laws of a particular jurisdiction;
  (iii) Marshall Islands courts are not bound by a foreign
  judgment and have the right to review a case on the merits if a
  motion is made to the court to the effect that there is no merit to
  the case or the foreign court lacked jurisdiction; and
  (iv) different results might be obtained under laws other than
  those of the State of New York by which the Underwriting Agreement is
  expressed to be governed.

 

This
  opinion is limited to matters of law of the Republic of Marshall
  Islands. We express no opinion with respect to the law of any other
  jurisdiction.

 


                                                                                                                                      Very
  truly yours,

 

24


 







 

Schedule
  I

 

LIST
  OF MARSHALL ISLANDS SUBSIDIARIES AND VESSELS OWNED BY

EACH
  MARSHALL ISLANDS SUBSIDIARY OF THE COMPANY



  
	 	
			 Subsidiary

			 	 	
			 Vessel

			 
	
			 Condor
				Shipping LLC
 	 	
			 (ii) Condor

			 
	
			 Hawk
				Shipping LLC
 	 	
			 Hawk
				I
 
	
			 Falcon
				Shipping LLC
 	 	
			 Falcon

			 
	
			 Harrier
				Shipping LLC
 	 	
			 Harrier

			 
	
			 Osprey
				Shipping LLC
 	 	
			 Osprey
				I
 
	
			 Kite
				Shipping LLC
 	 	
			 Kite

			 
	
			 Sparrow
				Shipping LLC
 	 	
			 Sparrow-

			 
	
			 Griffon
				Shipping LLC
 	 	
			 Griffon

			 
	
			 Shikra
				Shipping LLC
 	 	
			 Shikra

			 
	
			 Peregrine
				Shipping LLC
 	 	
			 Peregrine

			 
	
			 Cardinal
				Shipping LLC
 	 	
			 Cardinal

			 
	
			 Heron
				Shipping LLC
 	 	
			 Heron

			 
	
			 Merlin
				Shipping LLC
 	 	
			 Merlin

			 
	
			 Jaeger
				Shipping LLC
 	 	
			 Jaeger

			 
	
			 Kestrel
				Shipping LLC
 	 	
			 Kestrel
				I
 
	
			 Tern
				Shipping LLC
 	 	
			 Tern

			 
	
			 Kittiwake
				Shipping LLC
 	 	
			 Kittiwake

			 
	
			 Oriole
				Shipping LLC
 	 	
			 -

			 
	
			 Robin
				Shipping LLC
 	 	
			 -

			 
	
			 Golden
				Eagle Shipping LLC
 	 	
			 -

			 
	
			 Imperial
				Eagle Shipping LLC
 	 	
			 -

			 
	
			 Crested
				Eagle Shipping LLC
 	 	
			  
 
	
			 Crowned
				Eagle Shipping LLC
 	 	
			  
 
	
			 Shrike
				Shipping LLC
 	 	
			 Shrike

			 
	
			 Skua
				Shipping LLC
 	 	
			 Skua

			 

 
 

 







 

Annex
  A




None


 







Exhibit
  E

 

Form
  of Opinion of the Company’s Special Marshall Islands
  Counsel

 

We
  have acted as special Marshall Islands counsel to Eagle Bulk Shipping
  Inc., a non-resident domestic corporation organized and existing
  under the laws of the Republic of the Marshall Islands (the
  “RMI”) (the “Company”), in connection with the
  purchase by you of up to [_______] shares (the “Shares”),
  of Common Stock, par value US$0.01 per share (the “Common
  Stock”), pursuant to the Underwriting Agreement (the
  “Underwriting Agreement”), dated January 10, 2007, among
  the Company and you. This opinion is furnished to you pursuant to
  Section 7(e) of the Underwriting Agreement. We are licensed to
  practice law in the RMI and are members in good standing of the Bar
  of the RMI. We have sufficient knowledge of the laws of the RMI and
  are therefore qualified to give the opinions set forth herein. It is
  our understanding that the Company will be offering the Shares for
  sale and we are acting as special counsel to the Company for the
  purpose of rendering this opinion to you regarding the above
  mentioned laws.

 

We
  express no opinion as to matters governed by, or the effect or
  applicability of any laws of any jurisdiction other than the laws of
  the RMI which are in effect as of the date hereof. This opinion
  speaks as of the date hereof, and it should be recognized that
  changes may occur after the date of this letter which may effect the
  opinions set forth herein. We assume no obligation to advise the
  parties, their counsel, or any other party seeking to rely upon this
  opinion, of any such changes, whether or not material, or of any
  other matter which may hereinafter be brought to my
  attention.

 

This
  opinion is based on our review of the RMI Associations Law of 1990,
  the RMI Maritime Act of 1990, and the legal opinion, dated the date
  hereof, of Seward & Kissel LLP, RMI counsel to the Company, a
  copy of which is attached to this opinion (the “SK Opinion
  Letter”), and is furnished solely for your benefit and may not
  be used for any other purpose or relied upon by, nor copies
  disseminated to any person without my prior written consent in each
  case.

 

Based
  on the above we are of the opinion that there have not been any
  amendments to the RMI Associations Law of 1990 or the RMI Maritime
  Act of 1990 during 2006, and through the date of this letter, that
  substantively affect the legal opinions of Seward & Kissel
  LLP set forth in the Opinion Letter.










  Exhibit
		  F





 

Form
of Officers’ Certificate

 

Pursuant
to Section 7(n) of the Underwriting Agreement (the
“Underwriting Agreement”), dated February 28, 2007, among
Eagle Bulk Shipping Inc., a Marshall Islands corporation (the
“Company”) and UBS Securities LLC (the
“Underwriter”), each of the undersigned, Sophocles N.
Zoullas, the duly appointed Chief Executive Officer of the Company,
and Alan S. Ginsberg, the duly appointed Chief Financial Officer of
the Company, does hereby certify that:

 

1.  He
has reviewed the Registration Statement and the
Prospectus.

 

2.  The
representations and warranties of the Company as set forth in the
Underwriting Agreement are true and correct as of the date hereof and
as if made on the date hereof.

 

3.  The
Company has performed all of its obligations under the Underwriting
Agreement as are to be performed at or before the date
hereof.

 

4.  The
conditions set forth in paragraphs (j), (k) and (l) of Section 7 of
the Underwriting Agreement have been met.

 

5.  The
financial statements and other financial information included in the
Registration Statement or the Prospectus fairly present the financial
condition, results of operations and cash flows of the Company and
the Subsidiaries as of, and for, the periods therein
presented.

 

Capitalized
terms used but not otherwise defined herein shall have the meanings
set forth in the Underwriting Agreement.

 

IN
WITNESS WHEREOF, the undersigned have hereunto set their hands on
this March 6, 2007.

 


	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
		
		

	 
	 	
		Name: Sophocles
		  N. Zoullas

		Title: Chief
		  Executive Officer
 

 

 


	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
		
		

	 
	 	
		Name: Alan
		  S. Ginsberg

		Title: Chief
		  Financial Officer