d966712_ex4-9.htm


    Execution
Version

    


    


    SECOND
AMENDATORY AGREEMENT

     

    SECOND AMENDATORY AGREEMENT
(this “Second Amendatory
Agreement”) is dated as of December 17, 2008 and made
between:

     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

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

            


    

     

    PRELIMINARY
STATEMENTS:

     

    
      	
              (A)

            	
              The
      Borrower, the Guarantors, the Existing Lenders and The Royal Bank of
      Scotland plc acting in the several capacities as Mandated Lead Arranger,
      Bookrunner, Swap Bank, Agent and Security Trustee are parties to a Third
      Amended and Restated Credit Agreement dated as of October 19, 2007 as
      amended by an Amendatory Agreement dated as of July 3, 2008 (the “Credit Agreement”)
      providing for a secured reducing revolving credit facility in the original
      principal amount of $1,600,000,000 for the purposes described
      therein.

            


    

     

    
      	
              (B)

            	
              The
      Borrower has entered into a Memorandum of Agreement dated as of November
      15, 2008 (the “YDS
      Agreement”) between the Guarantors described therein collectively
      as Buyer and Yangzhou Dayang Shipbuilding Co., Ltd. (“YDS”) as Seller, the
      effectiveness of which YDS Agreement remains subject to (inter cilia) the
      consent of the Lenders.

            


    

     

    
      	
              (C)

            	
              The
      Existing Lenders have
      agreed to consent to the YDS Agreement on the terms and conditions
      herein provided.

            


    

     

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

     

    
      
        	
                1.

              	
                DEFINITIONS

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


      

    

     

    
      	
              2.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

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

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              The
      obligations expressed to be assumed by it in this Second Amendatory
      Agreement are, and, upon execution and delivery of this Second Amendatory
      Agreement and each of the other documents contemplated hereby to which it
      is to be a party,
      the obligations expressed to be assumed by it herein and in such other
      documents will be, legal, valid, binding and enforceable obligations,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting the enforceability of creditor’s rights
      generally.

            


    

     

    
      	
              (d)            

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

            


    

     

    
      	
              3.

            	
              CONSENT AND AGREEMENT OF
      EXISTING LENDERS

            


    

     

    
      	
              3.01

            	
              The
      Existing Lenders hereby consent to the YDS Agreement and the transactions
      contemplated therein.

            


    

     

    
      	
              3.02

            	
              Promptly
      after the Final Condition Subsequent Satisfaction Date (as defined in
      Clause 5.02 of this Second Amendatory Agreement), the Security Trustee
      shall release or reassign to the relevant Guarantor all right title and
      interest in each of the Shipbuilding Contracts and Refund Guarantees
      relating to YDS Hull Nos. DY3049, DY3050, DY3051, DY3053, DY 143, DY3038,
      DY3041 and DY3043 previously assigned to the Security Trustee pursuant to
      an Assignment of Shipbuilding Contract and Refund
    Guarantee.

            


    

     

    
      	
              3.03

            	
              The
      Existing Lenders hereby agree that no repayment of the Loans shall be
      required under Clause 7.5 of the Credit Agreement as a consequence of the
      conversion of the Shipbuilding Contracts relating to YDS Hull Nos. DY3049,
      DY3050, DY3051, DY3053, DY143, DY3038, DY3041 and DY3043 into options
      pursuant to Part II of the YDS Agreement to the extent amounts previously
      paid to YDS under said Shipbuilding Contracts are applied to prepayment of
      specified instalments payable under Shipbuilding Contracts relating to YDS
      Hull Nos. DY118, DY3007, DY3010, DY3012, DY3014 and DY3016 pursuant to
      Part II of the YDS Agreement.

            


    

     

    
      	
              4.

            	
              AMENDMENTS TO CREDIT
      AGREEMENT

            


    

     

    With
effect from the date hereof:

     

    
      	
              4.01

            	
              The
      Total Commitments of the Lenders is reduced from $1,600,000,000 to
      $1,350,000,000, and the Commitment of each Existing Lender outstanding
      immediately prior to the date hereof is reduced pro
    rata.

            


    

     

    
      	
              4.02

            	
              The
      definition of “Additional Newbuilding” in Clause 1.1 of the Credit
      Agreement is amended to read in its entirety as
  follows:

            


    

     

    “Additional Newbuilding” means
(i) any dry bulk carrier to be built (other than an 1111 Newbuilding or a Target
Newbuilding) which the Borrower notifies to the Agent pursuant to Clause 3.2(b)
(Additional Ships and
Additional
Newbuildings) as a newbuilding for which the Borrower wishes to finance
Newbuilding Predelivery Costs with the assistance of one or more Loans, and
which the Agent shall notify to the Borrower as being acceptable to the Agent in
accordance with Clause 3.2(d) (Additional Ships and Additional
Newbuildings).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.03

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

            


    

     

    “Margin” means one and three
quarters of one percent (1.75%) per annum.

     

    
      	
              4.04

            	
              The
      definition of “Newbuildings” in Clause 1.1 of the Credit Agreement is
      amended to read in its entirety as
follows:

            


    

     

    “Newbuildings” means,
collectively, (i) the IHI Newbuildings and the Target Newbuildings, and (ii) any
Additional Newbuilding.

     

    
      	
              4.05

            	
              The
      definition of “Newbuilding Predelivery Costs” in Clause 1.1 of the Credit
      Agreement is amended to read in its entirety as
  follows:

            


    

     

    “Newbuilding Predelivery Costs”
means, collectively, (i) amounts payable by or for the account of a Guarantor to
the relevant shipyard in respect of a Newbuilding prior to its delivery under
the relevant Shipbuilding Contract, and (ii) any other costs incurred by or for
the account of a Guarantor for the construction of such Newbuilding, including
supervision of such construction (but excluding interest accrued under this
Agreement on any Loan relating to such Newbuilding).

     

    The fee
specified in Clause 5.01(h) of this Second Amendatory Agreement shall be
included in “Newbuilding Predelivery Costs”.

     

    
      	
              4.06

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

            


    

     

    “Security Value” means, in
respect of any relevant date, the aggregate amount of (a) the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding
Contract and (except in relation to the IHI Newbuildings) Refund Guarantees for
such Newbuilding is then subject to an Assignment of Shipbuilding Contract and
Refund Guarantee, less any amount remaining unpaid to the relevant shipyard
under such Shipbuilding Contract, and (b) the market value of each Ship then
subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.1 (Conditions Precedent to
Effectiveness), Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information), as the case may be.

     

    
      	
              4.07

            	
              Each
      of Clause 2.3 (Incremental Commitments)
      of the Credit Agreement, and the definitions of “Amendment
      Effectiveness Date”, “Incremental Commitment”, “Incremental Commitment
      Agreement”, “Incremental Commitment Date”, “Incremental Commitment
      Reduction Amount”, “Incremental Commitment Request Requirements”,
      “Incremental Commitment

            


    

     

    Requirements”
and “Initial Total Commitments” in Clause 1.1 of the Credit Agreement, is
deleted in its entirety.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.08

            	
              Each
      of Clauses 3.2(b) and 3.2(d) of the Credit Agreement is amended by
      deleting the words “an IHI Newbuilding, a Target Newbuilding or a
      newbuilding for which an option is declared pursuant to the Option
      Agreement” and by inserting the words “an IHI Newbuilding or a Target
      Newbuilding” in lieu thereof.

            


    

     

    
      	
              4.09

            	
              Clause
      4.2(b) of the Credit Agreement is amended by inserting at the end thereof
      the words:

            


    

     

    ;
provided, however, this Clause 4.2(b) shall not apply to any proposed Loan for
working capital purposes.

     

    
      	
              4.10

            	
              Clause
      5.3(c) of the Credit Agreement is amended by inserting at the end thereof
      the words:

            


    

     

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

     

    
      	
              4.11

            	
              Clause
      6.1 of the Credit Agreement is amended to read in its entirety as
      follows:

            


    

     

    The Total
Commitments shall be reduced and cancelled by an amount of $63,280,000 on each
Scheduled Commitment Reduction Date, and shall be reduced to zero and
cancelled on the Termination Date.

     

    
      	
              4.12

            	
              Each
      of Clause 8.4 (Advance
      Ratio) of the Credit Agreement and the definition of “Advance
      Ratio” in Clause 1.1 of the Credit Agreement is deleted in its
      entirety.

            


    

     

    
      	
              4.13

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

            


    

     

    20.1
Minimum Adjusted Net Worth

     

    The
Borrower shall maintain Adjusted Net Worth at an amount not less than
$300,000,000 during any Accounting Period ending after the date hereof; provided, however.
(i) during each Accounting Period ending on or before December 31, 2009, the
Borrower shall only be required to maintain Adjusted Net Worth at an amount not
less than $75,000,000, and (ii) if the Agent on instructions of the Majority
Lenders shall specify an amount less than $300,000,000 to apply to this Clause
21 during any twelve month period ending December 31, 2010 or ending on any
anniversary thereof, the Borrower shall maintain Adjusted Net Worth at an amount
not less than the amount so specified by the Agent for the each Accounting
Period ending during such twelve month period.

     

    
      	
              4.14

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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    21.1           Minimum
required security cover

     

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

     

    (a)           the
Security Value; plus

     

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

     

    is below
(1) 100 per cent. of the aggregate of the Loans and of the Swap Exposure of each
Swap Counterparty, or (ii) at any time after the earlier of the date on which
(A) all the IHI Newbuildings and the Target Newbuildings have been delivered
under the relevant Shipbuilding Contracts, or (B) the Borrower proposes to pay a
dividend in accordance with Clause 22.8 and the Agent has confirmed that the
management forecast specified in Clause 22.8(iii) is satisfactory to the
Majority Lenders for such purpose, 130 per cent. of the aggregate of the Loans
and of the Swap Exposure of each Swap Counterparty.

     

    
      	
              4.15

            	
              Clause
      21.3 (Valuation of Ships
      and Newbuildings) of the Credit Agreement is amended to read in its
      entirety as follows:

            


    

     

    21.3           Valuation of
Ships

     

    The
market value of a Ship at any date is that shown by a valuation
prepared:

     

    
      	
               
      

            	
              (a)

            	
              as
      at a date not more than 21 days (or, in the case of Clause 4.2(b), 3 days)
      previously;

            


    

     

    
      	
               
      

            	
              (b)

            	
              by
      an Approved Broker;

            


    

     

    
      	
               
      

            	
              (c)

            	
              with
      or without physical inspection of that Ship (as the Agent may require);
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              on
      the basis of a sale for prompt delivery for cash on normal arm’s length
      commercial terms as between a willing seller and a willing buyer, and
      taking account the market value of any existing charter; provided, however, only
      the period of any relevant existing charter that is within the effective
      scope of coverage of the Time Charter Default Credit Insurance Policy No.
      823901 issued to certain of the Guarantors (or any extension or renewal
      thereof) may be attributed value for purposes of this Clause
      21.3.

            


    

     

    
      	
              4.16

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

            


    

     

    For
purposes of this Clause 21, the Obligors at their expense shall cause a
valuation of each Ship and any relevant existing charter to be made by an
Approved Broker indicating the market value of such Ship, together with any
relevant existing charter, at any time the Agent may request upon not less than
5 days’ prior written notice from the Agent to the Borrower.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.17

            	
              Clause
      22.8 (Dividends)
      of the Credit Agreement is amended to read in its entirety as
      follows:

            


    

     

    The
Borrower shall be permitted to pay any dividend for any Accounting Period so
long as (i) both immediately before and after the declaration and payment of
such dividend, no Default or Event of Default shall have occurred and be
continuing, (ii) such dividend does not exceed the amount of Cumulative Free
Cash at the time such dividend is declared and paid, and (iii) the Borrower’s
most recent management forecast base case through the Termination Date (prepared
on a basis satisfactory to the Majority Lenders) reflects compliance with Clause
20.1 (Minimum adjusted net
worth) (without taking account of the proviso thereof), Clause 20.2 (Minimum interest coverage
ratio), Clause
20.3 (Minimum liquidity)
and Clause 21.1 (Minimum security cover) (but substituting the
figure “130 per cent.” in lieu of the figure “100 per cent.” for purposes of
this Clause 22.8). The Borrower may also purchase or redeem or make other
distributions on stock or other equity interests with the prior written consent
of the Agent acting on instructions of the Majority Lenders (and subject to any
terms and conditions that the Majority Lenders may require). Any Guarantor may
make distributions to the Borrower.

     

    
      	
              4.18

            	
              Clause
      39.2(a)(iii) (Exceptions) of the
      Credit Agreement is amended by deleting the words “(other than reason of
      changes in the Advance Ratio)”.

            


    

     

    
      	
              4.19

            	
              Clause
      4 of Part I of Schedule 3 of the Credit Agreement is amended to read in
      its entirety as follows:

            


    

     

    We
confirm that each condition specified in Clause 4.2 (Conditions precedent to Utilization) of the
Agreement is satisfied on the date of this Utilization Request, except for the
delivery of the certificate specified in Clause 4.2(f) of the Credit Agreement
as to which appropriate arrangements for delivery have been made.

     

    
      	
              4.20

            	
              Schedule
      10 (Timetables)
      of the Credit Agreement is amended by inserting the
      following:

            


    

     

    
      	 	  

              Agent
      notifies the Lenders of the Loan in accordance with Clause 5.4(c) (Lenders’
      Participation)

            	 	  

              Not
      later than 11.00 a.m. London time 2 Business Days before the relevant
      Utilization Date

            	 


    

     

    
      	
            	 
      	
            


    

    
      	
              4.21

            	
              Part
      III of Schedule 12 of the Credit Agreement (TARGET NEWBUILDINGS)
      is hereby replaced by a new Part II] attached
    hereto.

            


    

     

    
      	
              4.22

            	
              Exhibit
      H (Form of Mortgage) to the Credit Agreement is hereby replaced by a new
      Exhibit H attached hereto.

            


    

     

    
      	
              4.23

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

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5.

            	
              CONDITIONS
      SUBSEQUENT

            


    

     

    
      	
              5.01

            	
              It
      shall be a condition subsequent to this Second Amendatory Agreement that
      the Agent shall have received each of the following in form and substance
      satisfactory to the Agent not later than January 30, 2009 or such later
      date as the Agent, after consultation with the Borrower and with the
      consent of the Majority Lenders, may specify for such
    purpose:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              documentary
      evidence that the underwriters under the Time Charter Default Credit
      Insurance Policy No. 823901 issued to certain Guarantors have consented to
      the assignments in favor of the Security Trustee of such Guarantors’
      respective rights to the moneys due and to become due under or in
      connection with Approved Charters;

            


    

     

    
      	
              (d)

            	
              documentary
      evidence that the Security Trustee has been named the sole loss payee of
      the insurances described in the preceding subclause (c), and that no other
      loss payee of such insurances may be named without the prior written
      consent of the Security Trustee;

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

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

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (g)

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

            


    

     

    
      	
              (h)

            	
              payment
      to the Agent (for the account of the Lenders) of an amendment fee of
      $3,375,000 (being one quarter of one percent (0.25%) of the Total
      Commitments as of the date hereof).

            


    

     

    
      	
              5.02

            	
              It
      shall be a further condition subsequent to this Second Amendatory
      Agreement that the Agent shall have received each of the following in form
      and substance satisfactory to the Agent not later than March 31, 2009 or
      such later date as the Agent, after consultation with the Borrower and
      with the consent of the Majority Lenders, may specify for such purpose
      (the date on which such items shall have been so received by the Agent,
      the “Final Condition Subsequent Satisfaction
  Date”):

            


    

     

    
      	
              (a)

            	
              documentary
      evidence that, (i) with the consent of YDS, each of Avlona Shipping S.A.,
      Kampia S.A., Pyrgi Shipping SA., Delfini Shipping S.A., Olympi Shipping
      S.A. and Fountana Shipping S.A. shall have acceded to the YDS Agreement,
      and that the references in the YDS Agreement to “Avlana Shipping S.A.” are
      corrected to “Avlona Shipping S.A.”, and (ii) each trading house party to
      each Shipbuilding Contract referred to in the YDS Agreement has acceded
      thereto; and

            


    

     

    
      	
               (b)

            	
              documentary
      evidence that the issuer of each of the Refund Guarantees relating to the
      Shipbuilding Contract to which each of Kampia Shipping S.A., Nenita
      Shipping S.A., Pyrgi Shipping S.A., Delfini Shipping S.A., Olympi Shipping
      S.A. and Fontana Shipping S.A. is a party shall have consented to the YDS
      Agreement as supplemented in accordance with Clause 5.02, and with respect
      to the installment (or portion thereof) under the relevant Shipbuilding
      Contract that is to be prepaid pursuant to Part II of the YDS
      Agreement.

            


    

     

    
      	
              5.03

            	
              It
      shall be an additional Event of Default if any of the conditions
      subsequent set forth in Clauses 5.01 or 5.02 shall not have been satisfied
      on or before the respective dates set forth therein unless otherwise
      agreed by the Agent in writing.

            


    

     

    
      	
              6.

            	
              COSTS AND
      EXPENSES

            


    

     

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

     

    
      	
              7.

            	
              COUNTERPARTS

            


    

     

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

     

    
      	
              8.

            	
              GOVERNING
      LAW

            


    

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              EFFECTIVENESS

            


    

     

    This
Second Amendatory Agreement shall become effective on the date when the
Borrower, the Guarantors and Lenders constituting the Majority Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile or other electronic
transmission) the same to Watson, Farley & Williams (New York), 100 Park
Avenue, New York, NY 10017; Attention: C. Gregory Chase (facsimile number:
212-922-1512 / email: cchase@wfw.com).

     

    This
Second Amendatory Agreement has been entered into as of the date signed at the
beginning hereof.

     

     

    SIGNATORIES

     

    


    
      	 
      	 
      	
              BORROWER:

               

            
	 
      	 
      	
              EAGLE
      BULK SHIPPING INC.

               

            
	 
      	
              By:

            	
               

            
	 
      	 
      	
               

               

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              CARDINAL
      SHIPPING LLC

              CONDOR
      SHIPPING LLC

              CRESTED
      EAGLE SHIPPING LLC

              CROWNED
      EAGLE SHIPPING LLC

              FALCON
      SHIPPING LLC

              GOLDEN
      EAGLE SHIPPING LLC

              GRIFFON
      SHIPPING LLC

              HARRIER
      SHIPPING LLC

              HAWK
      SHIPPING LLC

              HERON
      SHIPPING LLC

              IMPERIAL
      EAGLE SHIPPING LLC

              JAEGER
      SHIPPING LLC

              KESTREL
      SHIPPING LLC

              KITE
      SHIPPING LLC

              KITTIWAKE
      SHIPPING LLC

              MERLIN
      SHIPPING LLC

              OSPREY
      SHIPPING LLC

              PEREGRINE
      SHIPPING LLC

              SHRIKE
      SHIPPING LLC

              SKUA
      SHIPPING LLC

              SPARROW
      SHIPPING LLC

              STELLAR
      EAGLE SHIPPING LLC

              TERN
      SHIPPING LLC

              PETREL
      SHIPPING LLC

              PUFFIN
      SHIPPING LLC

              RAPTOR
      SHIPPING LLC

              ROADRUNNER
      SHIPPING LLC

              SAKER
      SHIPPING LLC

              SANDPIPER
      SHIPPING LLC

              SNIPE
      SHIPPING LLC

              SWIFT
      SHIPPING LLC

              GOLDENEYE
      SHIPPING LLC

              GOSHAWK
      SHIPPING LLC

              FULMAR
      SHIPPING LLC

              WREN
      SHIPPING LLC

              BESRA
      SHIPPING LLC

              CERNICALO
      SHIPPING LLC

              REDWING
      SHIPPING LLC

              WOODSTAR
      SHIPPING LLC

              By:
      Eagle Bulk Shipping Inc.,

              as
      sole member

               

            
	 
      	
              By:

            	
               

            
	 
      	 
      	
               

            
	 
      	 
      	
               

            


    

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              AGALI
      SHIPPING S.A

              AVLONA
      SHIPPING S.A.

              DELFINI
      MOPING S.A.

              DROSATO
      SHIPPING S.A.

              FOUNTANA
      SHIPPING S.A.

              KAMPIA
      SHIPPING S.A.

              KOFINA
      SHIPPING S.A.

              MARMARO
      SHIPPING S.A.

              MESTA
      SHIPPING S.A.

              MYLOS
      SHIPPING S.A.

              NAGOS
      SHIPPING S.A.

              NENITA
      SHIPPING S.A.

              OLYMPI
      SHIPPING S.A.

              PELINEO
      SHIPPING S.A.

              PYRGI
      SHIPPING S.A.

              RAHI SHIPPING
      S.A.

              SPILIA
      SHIPPING S.A.

               

               

            
	 
      	
              By:

            	
               

            
	 
      	 
      	
               

            
	 
      	 
      	
               

            


    

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     

    
      
        	 
      	
                LENDERS:

                 

                THE
      ROYAL BANK OF SCOTLAND PLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                WEST
      LB AG, LONDON BRANCH

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                BANK
      OF CHINA LIMITED, LONDON BRANCH

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                LLOYDS
      TSB BANK PLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 

              
	 
      	
                Name:

              	
                 

              
	 
      	
                Title:

              	
                 

                 

              
	 
      	 
      	 
      
	 
      	
                ALLIANCE
      & LEICESTER COMMERICIAL FINANCE PLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                SUMITOMO
      MITSUI BANKING CORPORATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 

              
	 
      	
                Name:

              	
                 

              
	 
      	
                Title:

              	
                 

              
	 
      	 
      	 
      
	 
      	
                CREDIT
      INDUSTRIEL ET COMMERCIAL,

                NEW
      YORK BRANCH

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                SUMITOMO
      MITSUI BANKING CORPORATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                CREDIT
      INDUSTRIEL ET COMMERCIAL,

                NEW
      YORK BRANCH

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 

              
	 
      	
                Name:

              	
                 

              
	 
      	
                Title:

              	
                 

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

         

      

      
        	 
      	
                ARRANGER,
      BOOKRUNNER, SWAP BANK, AGENT AND SECURITY TRUSTEE

                 

                THE
      ROYAL BANK OF SCOTLAND

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 

              
	 
      	 
      	
                 

                 

              


      




     

     

     

     

    
    

     

    
      	 13