Exhibit 10.17


 





Execution Version




 


SUPPLEMENTAL
LETTER


(amendments
to financial covenants)


 


 


		(1)	AQUAKNIGHT SHIPPING CO. LTD.



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


Gildo Pastor Center
7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


as Borrower


 


		(2)	IRON RANGE SHIPPING CO. LTD.



BELLE
TAINE SHIPPING CO. LTD.


MAKA FRAZ
SHIPPING CO. LTD.


MINNETONKA
SHIPPING CO. LTD.


MINNEHAHA
SHIPPING CO. LTD.


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


Gildo Pastor Center
7


rue du Gabian


MC 98000


Monte Carlo


Monaco


 


as Additional
Guarantors


 


		(3)	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



 


 


28 May 2018


 


Dear Sirs


 


Re: GoodBulk Ltd. US$50,000,000 facility


 


		1	We refer to a facility agreement dated 29 August 2017 (as amended,
supplemented and acceded to from time to time, the "Facility Agreement") and
made between, amongst others, (i) Aquaknight Shipping Co. Ltd. as borrower (the "Borrower"),
(ii) Goodbulk Ltd. (the "Parent Guarantor"), (iii) Iron Range Shipping Co. Ltd.,
Belle Taine Shipping Co. Ltd., Maka Franz Shipping Co. Ltd., Minnetonka Shipping Co. Ltd. and Minnehaha Shipping Co. Ltd. as additional
guarantors (the "Additional Guarantors") (iv) Credit Suisse AG as arranger,
(v) the financial institutions listed in Part B of Schedule 1 therein including Credit Suisse AG as lenders (the "Lenders"),
(vi) Credit Suisse AG (the "Facility Agent") as agent for and on behalf of,
inter alia, the Lenders, (vii) Credit Suisse AG (the "Security Agent") acting
as security agent and trustee for and on behalf of, inter alia, the Facility Agent and the Lenders and (vii) the financial institutions
listed in Part B of Schedule 1 therein as hedge counterparties (the "Hedge Counterparties")
pursuant to which the Lenders have made available a loan facility (the "Loan Facility")
of up to US$50,000,000 to assist the Borrower and Additional Guarantors in financing part of the acquisition cost of each Ship
(as defined in the Facility Agreement).



 






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



 


		3	The Borrower has requested the consent of the Lenders to certain
changes to the Facility Agreement as follows:



 


		(a)	the 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 in the event that John Michael Radziwil ceases to be
the Chief Executive Officer and Chairman of the Parent Guarantor;



 


		(c)	to introduce a mandatory prepayment in the event that the Parent Guarantor ceases to be listed
on a major US Stock Exchange following its initial public offering;



 


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



 


		(e)	a temporary waiver to the dividend restriction provisions as documented in clause 22.19 (Dividends)
to allow for the one time distribution of US$6,500,000 worth of dividends without the Borrower having to repay any outstanding
Deferred Repayment Instalment; and



 


		(f)	amendments to the minimum liquidity requirements as documented in clause 21.2 (Financial Covenants).



 


		4	Subject to this paragraph 4, we as Facility Agent for the Lenders,
confirm the agreement of the Lenders to the Borrower’s request referred to in paragraph 3 above subject to the receipt by
the Facility Agent of the following documents in form and substance satisfactory to the Facility Agent:



 


		(a)	a duly executed original of this Letter signed by all parties hereto; and



 


		(b)	documents of the kind specified in Schedule 2, Part A, Paragraph 1 of the Facility Agreement in
respect of the Borrower, the Parent Guarantor and the Additional Guarantors, updated with appropriate modifications to refer to
this Supplemental Letter;



 


		(c)	evidence that an amendment fee of US$375,000 has been paid or will be paid by no later than 31
May 2018 to the Facility Agent.



 


		5	We, as Facility Agent for the Lenders, confirm and agree that,
with effect from the date (the "Effective Date") on which the conditions set
out in paragraph 4 above are satisfied the Facility Agreement, the Master Agreement and each of the other Finance Documents shall
be amended as follows:



 






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		(a)	the definition of "CarVal Transaction" shall be deleted entirely from clause 1.1 (Definitions);



 


		(b)	the definition of "Change of Control" shall be deleted entirely from clause 1.1 (Definitions);



 


		(c)	include a new definition of "National Securities Exchange" into clause 1.1 (Definitions)
as follows:



 


""National
Securities Exchange" means a national securities exchange registered with the US Securities and Exchange Commission under
the Securities Exchange Act of 1934 as amended."


 


		(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.";



 


		(g)	a new clause 7.3 shall be included and subsequent clauses renumbered accordingly:



 





	 	"7.3	Change of CEO and/or Chairman


 


If the chief
executive officer and chairman of the Parent Guarantor ceases to be John Michael Radziwill:


 


		(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 Borrower, 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.";



 


		(h)	a new clause 7.4 shall be included and subsequent clauses renumbered accordingly:



 





	 	"7.4	Parent Guarantor as a listed company on the National Securities Exchange


 


If the Parent
Guarantor ceases to be listed on a National Securities Exchange following its initial public offering.


 






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		(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 Borrower, 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.";



 


		(i)	paragraph (b) of clause 21.2 (Financial Covenants) shall be deleted entirely and the remaining
paragraphs be re-numbered accordingly;



 


		(j)	the renumbered paragraph (c) of clause 21.2 (Financial Covenants) referred to above shall
be amended to read as follows:



 


		"(c)	The Parent Guarantor shall at all times maintain,
on a consolidated basis, cash in a minimum amount equal to the greater of (i) USD 10,000,000 and (ii) USD 500,000 per vessel owned
by any member of the Group subject to Security, out of which an amount of no less than USD 500,000 per Ship shall be maintained
in the Minimum Liquidity Accounts."; and



 


		(k)	paragraph 1.9 of Schedule 2, Part C shall be amended to read as follows:



 


		"1.9	Evidence satisfactory to the Lenders that the
minimum liquidity requirement as set out in paragraph (c) of Clause 21.2 (Financial Covenants) is satisfied on Utilisation
of the Advance."



 


		6	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.



 


		7	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 47 (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.



 


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



 


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



 


Yours faithfully


 


	
         /s/ Charlotte Knight

        Charlotte Knight

        Attorney-in-Fact

        For and on behalf of

        CREDIT SUISSE AG Charlotte Knight

        as Facility Agent for the Lenders
	
        






 






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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/ S. Faina

        S. Faina

        For and on behalf of

        AQUAKNIGHT SHIPPING CO. LTD.

        as Borrower

        28 May 2018
	
        /s/ S. Faina

        S. Faina

        For and on behalf of

        IRON RANGE SHIPPING CO. LTD.

        as Additional
        Guarantor

        28 May 2018

	 	 
	
        /s/ S. Faina

        S. Faina

        For and on behalf of

        BELLE TAINE SHIPPING CO. LTD.

        as Additional
        Guarantor

        28 May 2018 

         

        /s/ S. Faina

        S. Faina

        For and on behalf of

        MINNETONKA SHIPPING CO. LTD.

        as Additional
        Guarantor

        28 May 2018
	
        /s/ S. Faina

        S. Faina

        For and on behalf of

        MAKA FRANZ SHIPPING CO. LTD.

        as Additional
        Guarantor

        28 May 2018 

         

        /s/ S. Faina

        S. Faina

        For and on behalf of

        MINNEHAHA SHIPPING CO. LTD.

        as Additional
        Guarantor

        28 May 2018



 


/s/ L. Pulcini


L. Pulcini


For and on behalf of


GOODBULK LTD. 


as Parent Guarantor


28 May 2018


 






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