ex10-1.htm


Exhibit 10.1

 

FIRST AMENDMENT TO THE
PREFERRED STOCK PURCHASE AGREEMENT


 

THIS FIRST AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 19, 2016 by and among Eagle Bulk Shipping, Inc., a Republic of the Marshall Islands corporation (the “Company”), and the parties listed on Schedule 1 (each a “Purchaser” and collectively the “Purchasers”) of the Preferred Stock Purchase Agreement, dated as of May 26, 2016, by and among the Company and the Purchasers (the “Purchase Agreement”). Initially capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.

 

RECITALS

 

WHEREAS, the Company and the Purchasers entered into the Purchase Agreement on May 26, 2016; 

 

WHEREAS, pursuant to Section 8.4 of the Purchase Agreement, the Company and each of the Purchasers desire to amend the Purchase Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

AGREEMENT

 

Section 1.     Amendment to Section 7.1 of the Purchase Agreement. Effective as of the date hereof, Section 7.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

 

“Section 7.1     Termination. This Agreement may be terminated on a Purchaser-by-Purchaser basis (i) by mutual consent between the Company and such Purchaser evidenced in writing and (ii) by such Purchaser or the Company if the Closing does not occur on or before September 1, 2016, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement.”

 

Section 2.     Confirmation and Effect. Except as set forth in Section 1 of this Amendment, the provisions of the Purchase Agreement shall remain unchanged and in full force and effect in accordance with its terms following the effectiveness of this Amendment. Each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Purchase Agreement as amended hereby, and each reference to the Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby.

 

 


 

 




 


  

Section 3.     Miscellaneous.

 

	
(A)
	
Complete Agreement. This Amendment and the Purchase Agreement (including all Exhibits and Schedules attached thereto), together, constitute the entire agreement of the Parties hereto with respect to the subject matter of this Amendment and the Purchase Agreement and supersede all other prior negotiations, agreements and understandings, whether written or oral, among the Parties hereto with respect to the subject matter of this Amendment and the Purchase Agreement.



 

	
(B)
	
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Amendment, facsimile and .pdf signatures shall be deemed originals for all purposes.



 

[SIGNATURE PAGE FOLLOWS]

 

 


 

 




 


  

IN WITNESS WHEREOF, the Parties have executed this Amendment, to be effective on the date first above written.

 

 

	
 
	
EAGLE BULK SHIPPING INC.
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Adir Katzav
	
 

	
 
	
 
	
Name: Adir Katzav
	
 

	
 
	
 
	
Title: Chief Financial Officer
	
 



 

 


[Signature Page to Amendment] 

 




 


   

	
 
	
OAKTREE VALUE OPPORTUNITIES FUND, L.P.

 

By: Oaktree Value Opportunities Fund GP, L.P., its General Partner

 

By: Oaktree Value Opportunities Fund GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information:	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


    

	
 
	
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.

 

By: Oaktree Huntington Investment Fund GP, L.P., its General Partner

 

By: Oaktree Huntington Investment Fund GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information:  	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


 

	
 
	
OAKTREE OPPORTUNITIES FUND VIIIB, L.P.

 

By: Oaktree Opportunities Fund VIIIb GP, L.P., its General Partner

 

By: Oaktree Opportunities Fund VIIIb GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information:	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


 [Signature Page to Amendment]

 




 


 

	
 
	
OAKTREE OPPORTUNITIES FUND VIIIB (PARALLEL), L.P.

 

By: Oaktree Opportunities Fund VIIIb GP, L.P., its General Partner

 

By: Oaktree Opportunities Fund VIIIb GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information: 	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


    

	
 
	
OAKTREE OPPORTUNITIES IX, L.P.

 

By: Oaktree Opportunities Fund IX GP, L.P., its General Partner

 

By: Oaktree Opportunities Fund IX GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information:	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


     

	
 
	
OAKTREE OPPORTUNITIES FUND IX (PARALLEL), L.P.

 

By: Oaktree Opportunities Fund IX GP, L.P., its General Partner

 

By: Oaktree Opportunities Fund IX GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



 

 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information: 	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


 

	
 
	
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

 

By: Oaktree Opportunities Fund IX GP, L.P., its General Partner

 

By: Oaktree Opportunities Fund IX GP Ltd., its General Partner

 

By: Oaktree Capital Management, L.P., its Director
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Mahesh Balakrishnan
	
 

	
 
	
 
	
Name: Mahesh Balakrishnan
	
 

	
 
	
 
	
Title: Managing Director
	
 



   

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Kenneth Liang
	
 

	
 
	
 
	
Name: Kenneth Liang
	
 

	
 
	
 
	
Title: Managing Director
	
 

	 	 	 	 
	Notice Information:	 	Oaktree Capital Management, L.P.	 
	 	 	
333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071
	 
	 	 	 	 
	 	 	Attn: Hyunjoo Quon


Phone: (213) 830-6298

Fax: (213) 830-6294

Email: hquon@oaktreecapital.com 
	 


 

 


[Signature Page to Amendment] 

 




 


  

	 	NB DISTRESSED DEBT MASTER FUND LP	 
	 	 	 
	
 
	
By: Neuberger Berman Investment Advisers LLC, as Investment Manager
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Ravi Soni
	
 

	
 
	
 
	
Name: Ravi Soni
	
 

	
 
	
 
	
Title: Senior Vice President
	
 

	 	 	 	 
	Notice Information: 	 	NB Distressed Debt Master Fund LP	 
	 	 	
c/o Neuberger Berman

190 S. La Salle St., Suite 2300

Chicago, IL 60603
	 
	 	 	 	 
	 	 	Attn: Bank Loan Team


Phone: (312) 325-7798

Fax: (214) 919-7320

Email: 12149197320@tls.ldsprod.com 
	 
	 	 	 	 
	 	 	
with a copy to:

 

Email: FIBankLoanSettlements@nb.com
	 


 

 


[Signature Page to Amendment] 

 




 


    

	 	NB DISTRESSED DEBT INVESTMENT FUND LIMITED	 
	 	 	 
	
 
	
By: Neuberger Berman Investment Advisers LLC, as Investment Manager
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Ravi Soni
	
 

	
 
	
 
	
Name: Ravi Soni
	
 

	
 
	
 
	
Title: Senior Vice President
	
 

	 	 	 	 
	Notice Information:	 	NB Distressed Debt Investment Fund Limited	 
	 	 	
c/o Neuberger Berman

190 S. La Salle St., Suite 2300

Chicago, IL 60603
	 
	 	 	 	 
	 	 	Attn: Bank Loan Team


Phone: (312) 325-7798

Fax: (201) 719-2191

Email: 12017192191@tls.ldsprod.com 
	 
	 	 	 	 
	 	 	
with a copy to:

 

Email: FIBankLoanSettlements@nb.com 
	 


 

 


[Signature Page to Amendment] 

 




 


  

	 	GOLDENTREE 2004 TRUST	 
	 	 	 
	
 
	
By: GoldenTree Asset Management, LP, its Investment Advisor
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Karen Weber
	
 

	
 
	
 
	
Name: Karen Weber
	
 

	
 
	
 
	
Title: Director—Bank Debt
	
 

	 	 	 	 
	Notice Information:	 	GoldenTree 2004 Trust	 
	 	 	
300 Park Avenue, 21st Floor

New York, NY 10022
	 
	 	 	 	 
	 	 	Attn: Brian DaSilva


Phone: (212) 847-3548

Fax: (212) 847-3429

Email: GTAMNOTICES@goldentree.com 
	 


     

 


[Signature Page to Amendment] 

 




 


     

	 	GT NM, L.P.	 
	 	 	 
	
 
	
By: GoldenTree Asset Management, LP
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Karen Weber
	
 

	
 
	
 
	
Name: Karen Weber
	
 

	
 
	
 
	
Title: Director—Bank Debt
	
 

	 	 	 	 
	Notice Information:	 	GT NM, L.P.	 
	 	 	
300 Park Avenue, 21st Floor

New York, NY 10022
	 
	 	 	 	 
	 	 	Attn: Brian DaSilva


Phone: (212) 847-3548

Fax: (212) 847-3429

Email: GTAMNOTICES@goldentree.com 
	 


 

 


[Signature Page to Amendment] 

 




 


 

	
 
	
SAN BERNARDINO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION
	
 

	 	 	 
	 	By: GoldenTree Asset Management, LP	 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Karen Weber
	
 

	
 
	
 
	
Name: Karen Weber
	
 

	
 
	
 
	
Title: Director—Bank Debt
	
 

	 	 	 	 
	Notice Information:	 	San Bernardino County Employees’ Retirement Association	 
	 	 	
300 Park Avenue, 21st Floor

New York, NY 10022
	 
	 	 	 	 
	 	 	Attn: Brian DaSilva


Phone: (212) 847-3548

Fax: (617) 310-5669

Email: GTAMNOTICES@goldentree.com 
	 


      

 


[Signature Page to Amendment] 

 




 


 

	
 
	
LISA AND STEVEN TANANBAUM FAMILY FOUNDATION
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ Steven Tananbaum
	
 

	
 
	
 
	
Name: Steven Tananbaum
	
 

	
 
	
 
	
Title: Authorized Signatory
	
 

	 	 	 	 
	 	 	 	 
	Notice Information:	 	Lisa and Steven Tananbaum Family Foundation	 
	 	 	
10 Loden Lane

Purchase, NY 10577
	 
	 	 	 	 
	 	 	Attn: Steven Tananbaum, Robin Statsky and Anastasia Athanasiou


Fax: (212) 847-3559

Email: stananbaum@goldentree.com
	 


 

 


[Signature Page to Amendment] 

 




 


   

	
 
	
GARY S. VOGEL
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	 	
/s/ Gary S. Vogel
	
 

	
 
	
 
	
 
	
 

	
Notice Information:
	
 
	
c/o Eagle Bulk Shipping Inc.
	
 

	 	 	
300 First Stamford Place

Stamford, CT 06902
	 
	 	 	 	 
	 	 	
Phone: (303) 276-8100

Fax: (203) 276-8199

Email: gvogel@eagleships.com 
	 


 

 



[Signature Page to Amendment]


 




 


 

	
 
	
PAUL LEAND
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	 	
/s/ Paul Leand
	
 

	
 
	
 
	
 
	
 

	
Notice Information:
	
 
	
Paul Leand
	
 

	 	 	152 Stuyvesant Avenue	 
	 	 	Rye, NY 10580	 
	 	 	 	 
	 	 	Phone: (917) 442-2300	 
	 	 	Fax: (212) 208-4630	 
	 	 	Email: pleand@amausa.com