executedsecondamendment-






                                                                  EXECUTION VERSION                      SECOND AMENDMENT TO CREDIT AGREEMENT                                                     This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of April 20,  2020 (this “Second Amendment”), by and among EAGLE BULK ULTRACO LLC, a Marshall Islands  limited liability company, as Borrower (the “Borrower”), the Upstream Guarantors and the Parent, as joint  and several guarantors, ABN AMRO Capital USA LLC, as Facility Agent (in such capacity, the “Facility  Agent”) and ABN AMRO Capital USA LLC as Security Trustee (in such capacity, the “Security Trustee”).   Capitalized terms used herein but not otherwise defined in this Second Amendment have the same meanings  as specified in the Credit Agreement referenced below, as amended by this Second Amendment.                                         RECITALS         WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time  to time party thereto, the Swap Banks from time to time party thereto, the Facility Agent, the Security  Trustee and the other parties thereto have entered into that certain Credit Agreement, dated as of January  25, 2019, in the amount of up to $210,000,000, as amended by that certain First Amendment to Credit  Agreement, dated as of October 1, 2019, providing for Incremental Commitments in the amount of up to  $45,760,000  and  an  additional  uncommitted  accordion  in  the  amount  of  up  to  $60,000,000  (as  further  amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the  “Credit Agreement”); and          WHEREAS, the Borrower, the Guarantors, the Lenders, the Facility Agent and the Security Trustee  have agreed to amend the Credit Agreement as hereinafter set forth to provide for certain amendments to  the definitions of “Consolidated Interest Coverage Ratio” and “Consolidated EBITDA”;          NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well  as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the parties hereto agree as follows:          SECTION 1. Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date  of this Second Amendment, hereby amended as follows:          (a)   Definitions.  Section 1.01 of the Credit Agreement is hereby amended by:          (i)    adding the following new definitions thereto in the proper alphabetical order:                “Consolidated Cash Interest Expense” means, for any period, total interest expense net        of total interest income (excluding non-cash interest income) of the Parent and its Subsidiaries,        excluding the Restricted Subsidiary, determined on a consolidated basis in accordance with GAAP         for  such period  with  respect  to  all  outstanding  Indebtedness  of  the  Parent  and  its  Subsidiaries,         excluding  the  Restricted  Subsidiary  (including  all  commissions,  discounts  and  other  fees  and         charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under         Swap Contracts in respect of interest rates to the extent that such net costs are allocable to such        period) and excluding any amortization of debt discount costs and/or debt issuance costs and/or         any other non-cash interest expense, other than, without duplication, interest paid-in-kind.                “Second Amendment” means that certain Second Amendment to Credit Agreement, dated        as of April 20, 2020, among the Borrower, the Guarantors, the Facility Agent and the Security        Trustee.    99695706.8                                                                                                  





 






      (ii)   amending and restating the following definitions thereto:                “Consolidated EBITDA” means, for any period (in each case based on the Parent on a        consolidated basis excluding the Restricted Subsidiary), Consolidated Net Income for such period        plus, without duplication and to the extent deducted in determining Consolidated Net Income for        such period, the sum of (a) all federal, state, local and foreign income taxes and tax distributions;        (b)  Consolidated  Interest  Expense;  (c)  extraordinary  and  unusual  items  (in  accordance  with        GAAP); (d) depreciation, depletion, amortization of intangibles and other non-cash charges or non-       cash  losses  (including  any  drydocking  expenses,  non-cash  transaction  expenses  and  the        amortization of debt discounts); (e) all stock-based compensation; (f) any write-off for financing        costs; (g) losses on sale of vessels; and (k) reasonable fees, costs and expenses, without duplication,        incurred in connection with (i) this Agreement and the other Loan Documents, including any future        amendment, restatement, supplement or other modification of this Agreement or any of the other        Loan Documents, and (ii) the acquisition or disposition of Vessels (irrespective of whether such        transaction is actually consummated), minus, to the extent included in determining Consolidated        Net Income for such period, (a) any non-cash income or non-cash gains (including any unrealized        gain/loss on freight forward agreements and bunker swaps); (b) any extraordinary gains on asset        sales not incurred in the ordinary course of business; and (c) gains on any sale of vessels.                “Consolidated Interest Coverage Ratio” means as of any date of determination, the ratio        of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense.         SECTION 2. Representations and Warranties.  In order to induce the Lenders to amend the Credit  Agreement in the manner provided herein, each Security Party hereby represents and warrants that:          (a)   the representations and warranties set forth in Article III of the Credit Agreement and in  each other Loan Document shall be true and correct in all material respects (or true and correct in all respects  in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as  of the date of this Second Amendment with the same effect as though made on and as of such date, except  to the extent such representations and warranties expressly relate to an earlier date (in which case such  representations and warranties shall be true and correct in all material respects (or true and correct in all  respects in the case of representations and warranties qualified by materiality or Material Adverse Effect)  on and as of such earlier date).          (b)   both before and after giving effect to this Second Amendment, no Default or Event of  Default shall have occurred and be continuing; and          (c)   this Second Amendment has been duly authorized, executed and delivered by each Security  Party party hereto and each of this Second Amendment and the Credit Agreement, as amended hereby,  constitutes a legal, valid and binding obligation, enforceable against each Security Party in accordance with  its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws  affecting  creditors’  rights  generally  and  subject  to  general  principles  of  equity,  regardless  of  whether  considered in a proceeding in equity or at law.          SECTION 3. Effects on Loan Documents.         (a)    Except as specifically amended herein or contemplated hereby, all Loan Documents shall  continue to be in full force and effect and are hereby in all respects ratified and confirmed.    99695706.8                                              2                                                                                                 





 






      (b)    The execution, delivery and effectiveness of this Second Amendment shall not operate as  a waiver of any right, power or remedy of any Lender or the Facility Agent or the Security Trustee under  any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way  limit, impair or otherwise affect the rights and remedies of the Lenders or the Facility Agent or the Security  Trustee under the Loan Documents.           (c)    (i) Each Security Party acknowledges and agrees that, on and after the date of this Second  Amendment,  this  Second Amendment  shall  constitute  a  Loan  Document  for  all  purposes  of  the  Credit  Agreement (as amended by this Second Amendment) and (ii) each Security Party hereby (A) agrees that  all  Obligations  shall  be  guaranteed  pursuant  to  the  Guarantees set  forth  in  Article  VIII  of  the  Credit  Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security  Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness  of this Second Amendment, on and after the date of this Second Amendment, the Guarantees and the Liens  created pursuant to the Security Documents for the benefit of the Finance Parties continue to be in full force  and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and  liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case  after giving effect to this Second Amendment, all as provided in such Loan Documents, and acknowledges  and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in  respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in  each case after giving effect to this Second Amendment.          (d)   On and after the date of this Second Amendment each reference in the Credit Agreement  (as amended by this Second Amendment) to “this Agreement”, “hereunder”, “hereof”, “herein” or words  of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit  Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean  and  be  a  reference  to  the  Credit  Agreement  as  amended  by  this  Second  Amendment,  and  this  Second  Amendment and the Credit Agreement as amended by this Second Amendment shall be read together and  construed as a single instrument.          (e)   Nothing herein shall be deemed to entitle the Borrower, nor the Guarantors to a further  consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions,  obligations,  covenants  or  agreements  contained  in  the  Credit  Agreement  as  amended  by  this  Second  Amendment or any other Loan Document in similar or different circumstances.          SECTION 4. Expense Reimbursement and Indemnification.  The Borrower hereby confirms that  the  expense  reimbursement  and  indemnification  provisions  set  forth  in  Section  11.03  of  the  Credit  Agreement  as  amended  by  this  Second  Amendment  shall  apply  to  this  Second  Amendment  and  the  transactions contemplated hereby.          SECTION 5. Amendments; Severability.           (a)    This Second Amendment may not be amended nor may any provision hereof be waived  except in accordance with the provisions of Section 11.02(b) of the Credit Agreement.         (b)    To the extent any provision of this Second Amendment is prohibited by or invalid under  the  applicable  law  of  any  jurisdiction,  such  provision  shall  be  ineffective  only  to  the  extent  of  such  prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in  any other jurisdiction or the remaining provisions of this Second Amendment in any jurisdiction.    99695706.8                                              3                                                                                                 





 






      SECTION 6. Governing Law; Waiver of Jury Trial; Jurisdiction.  THIS SECOND AMENDMENT  AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING  IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO  THIS SECOND AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY                  SHALL  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED                BY, THE  LAW OF THE STATE OF NEW YORK (including Sections 5-1401 and 5-1402 of the General Obligations  Law but otherwise excluding the laws applicable to conflicts or choice of law).  The provisions of Sections  11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement as amended by this Second Amendment  are incorporated herein by reference, mutatis mutandis.          SECTION 7. Headings.   Section  headings  in  this  Second  Amendment  are  included  herein  for  convenience of reference only, are not part of this Second Amendment and are not to affect the construction  of, or to be taken into consideration in interpreting, this Second Amendment.          SECTION 8. Counterparts.  This Second Amendment may be executed in counterparts (and by  different parties hereto in different counterparts), each of which shall constitute an original, but all of which  when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature  page of this Second Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective  as delivery of a manually executed counterpart of this Second Amendment.                            [Remainder of page intentionally left blank.]    99695706.8                                              4                                                                                                 





 












 












 






                                   ABN AMRO CAPITAL USA LLC, as Facility Agent and                   Security Trustee for and on behalf of the Required Lenders                     By: Maria  Fahey (Apr 20, 2020)                       Name:  Maria Fahey                      Title:                                Director                   By: Amit  Wynalda (Apr 20, 2020)                       Name:  Amit Wynalda                      Title:                                Executive Director                                      [Signature Page to Second Amendment to Credit Agreement]