Exhibit 10.16


 


Execution Version


 


SUPPLEMENTAL LETTER


 


		(1)	ANGEL CARRIER CO. LTD.



PRETTY CARRIER CO. LTD. 


PROUD SHIPPING CO. LTD. 


SCOPE CARRIER CO. LTD.


c/o C Transport Maritime S.A.M.


Gildo Pastor Center 7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


as Borrowers


 


		(2)	GOODBULK LTD.



c/o C Transport Maritime S.A.M.


Gildo Pastor Center 7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


as Parent Guarantor


 


15th May 2018


 


Dear Sirs


 


Re: GoodBulk Ltd. US$85,000,000
facility


 


		1	We refer to a facility agreement dated 22 December 2017 (as amended and supplemented by a supplemental
letter dated 28 March 2018), (the “Facility Agreement”) and made between, amongst others, (i) Angel Carrier
Co. Ltd., Pretty Carrier Co. Ltd., Proud Shipping Co. Ltd. and Scope Carrier Co. Ltd. as joint and several borrowers (together,
the “Borrowers”), (ii) GoodBulk Ltd. as parent guarantor (the “Parent Guarantor”), (iii)
the financial institutions listed in Part B of Schedule 1 thereto as lenders (the “Lenders”), (iv) the financial
institutions listed in Part B of Schedule 1 thereto as hedge counterparties (the “Hedge Counterparties”), (v)
ABN AMRO Bank N.V. as facility agent (the “Facility Agent”) and (vi) ABN AMRO Bank N.V. as security agent (the
“Security Agent”) in relation to a term loan facility of up to US$85,000,000 made available to the Borrowers.



 


		2	Words and expressions defined in the Facility Agreement shall have the same meaning when used in
this letter.



 


		3	The Borrowers have requested the consent of the Lenders to certain changes to the Facility Agreement
as follows:



 




     


     


    

  


		(a)	deletion of the mandatory prepayment event upon a Change of Control as documented in clause 7.2
(Change of control);



 


		(b)	to introduce a mandatory prepayment event upon a change of the commercial or technical management
of a Ship;



 


		(c)	amendment to the dividend restrictions provisions as documented in clause 23.18 (Dividends);
and



 


		(d)	amendment to the minimum liquidity requirements as documented in clause 22.1 (Financial Covenants).



 


		4	We, as Facility Agent for the Lenders, confirm that the Lenders agree to the matters requested
in paragraph 3 and that with effect from the date of receipt by the Facility Agent of a duly executed original of this letter signed
by the Borrowers and the Parent Guarantor, the Facility Agreement shall be amended to as follows:



 


		(a)	the definition of “Approved Commercial Manager” shall be amended to read as follows:



 


“Approved Commercial
Manager” means, in relation to a Ship, C Transport Holding Ltd. of Clarendon House, 2 Church Street, Hamilton, Bermuda,
or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the commercial
manager of that Ship.”


 


		(b)	the definition of “Approved Technical Manager”
shall be amended to read as follows:



 


“Approved Technical
Manager” means, in relation to a Ship, C Transport Maritime S.A.M. of 7 Rue du Gabian, 98000 Monaco or any other person
approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the technical manager of that
Ship.”


 


		(c)	the definition of “Change of Control” shall be deleted entirely from clause 1.1 (Definitions);



 


		(d)	the definition of “Permitted Shareholder” shall be deleted entirely from clause 1.1 (Definitions);



 


		(e)	sub-paragraph (a)(iii) of clause 4.2 (Further conditions precedent) shall be deleted entirely and the subsequent sub-paragraphs
re-numbered accordingly;



 


		(f)	clause 7.2 shall be deleted entirely and replaced with the following:



 


		“7.2	Change
                                         of manager



 


If a Ship ceases to be technically
managed by the Approved Technical Manager or commercially managed by the Approved Commercial Manager:


 


		(a)	the Parent Guarantor shall promptly notify the Facility Agent upon becoming aware of that event;
and



 


		(b)	if the Majority Lenders so require, the Facility Agent shall, by not less than 15 days' notice
to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under
the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding Loans and
amounts will become immediately due and payable.”;



 



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		(g)	paragraph (a) of clause 22.1 (Financial Covenants) shall be amended to read as follows:



 


		“(a)	The Parent Guarantor shall at all times maintain on a consolidated basis a minimum Cash in an amount
equal to the greater of (i) USD 15,000,000 and (ii) USD 500,000 per ship owned by a member of the Group.”;



 


		(h)	clause 23.19 shall be amended to read as follows:



 


		“23.19	Dividends



 


No Obligor shall make or pay any
dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of Default
or where the making or payment or such dividend or distribution would result in an Event of Default.”


 


		5	Save as amended by this letter and such other consequential changes as may be required in order
to give effect to the changes in this letter, the Facility Agreement and the other Finance Documents shall remain in full force
and effect.



 


		6	This letter and any non-contractual obligations arising out of or in connection with it shall be
governed by, and construed in accordance with, English law. The provisions of clause 48 (Governing Law) of the Facility
Agreement shall apply to this letter as if set out in full herein with references to this Agreement construed as references to
this letter.



 


		7	This letter may be executed in any number of counterparts and shall be a Finance Document.



 


		8	Please confirm your agreement to this letter by signing below.



 


	Yours faithfully	 	 	 	 
	 	 	 	 	 
	 	 	/s/ J.A. Maarleveld	 	/s/ A.L. Lockhorst
	For and on behalf of	 	J.A. Maarleveld	 	A.L. Lockhorst
	ABN AMRO BANK N.V	 	Director	 	 
	as Facility Agent for the Lenders	 	 	 	 


 


We hereby acknowledge receipt of the above
letter and confirm our agreement to the terms hereof and confirm that the Finance Documents to which we are a party shall remain
in full force and effect and shall continue to stand as security for our obligations under the Finance Documents.


 


	/s/ L. PULCINI	 	/s/ L. PULCINI	 
	For and on behalf of 	 	For and on behalf of 	 
	ANGEL CARRIER CO. LTD.	 	PRETTY CARRIER CO. LTD.	 
	as Borrower 	 	as Borrower 	 
	15th May 2018	 	15th May 2018	 
	 	 	 	 
	/s/ L. PULCINI	 	/s/ L. PULCINI	 
	For and on behalf of 	 	For and on behalf of 	 
	PROUD SHIPPING CO. LTD.	 	SCOPE CARRIER CO. LTD.	 
	as Borrower	 	as Borrower	 
	15th May 2018	 	15th May 2018	 


 




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	/s/ J.M.
    RADZIWILL	 	 	 
	For and on behalf of	 	 	 
	GOODBULK LTD.	 		 
	as Parent Guarantor	 		 
	15th May 2018	 		 


 




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