WRITTEN NOTICE (THE
"OFFERING NOTICE") TO THE ROFR PARTY STATING THAT IT HAS IDENTIFIED A CORPORATE
OPPORTUNITY AND PROVIDING A DESCRIPTION OF THE OPPORTUNITY, INCLUDING ALL
MATERIAL TERMS AND CONDITIONS OF WHICH THE OFFERING PARTY HAS KNOWLEDGE.
2.04
EXERCISE OF RIGHT OF FIRST REFUSAL.
(A)
UPON RECEIPT OF THE OFFERING NOTICE, THE
ROFR PARTY SHALL HAVE TWENTY-FOUR (24) HOURS IF THE BUSINESS OPPORTUNITY IS A
SPOT CHARTER OPPORTUNITY OR FOURTEEN (14) CALENDAR DAYS IF THE BUSINESS
OPPORTUNITY IS NOT A SPOT CHARTER OPPORTUNITY (THE "ROFR NOTICE PERIOD") TO
ELECT TO PURSUE THE BUSINESS OPPORTUNITY BY DELIVERING A WRITTEN NOTICE TO THE
OFFERING PARTY STATING THAT THE ROFR PARTY WILL PURSUE THE OPPORTUNITY (A "ROFR
NOTICE").
(B)
IF THE ROFR PARTY DOES NOT DELIVER A ROFR
OFFER NOTICE DURING THE ROFR NOTICE PERIOD, IT SHALL BE DEEMED TO HAVE WAIVED
ALL OF ITS RIGHTS TO PURSUE THE BUSINESS OPPORTUNITY UNDER THIS ARTICLE II, AND
THE OFFERING PARTY SHALL THEREAFTER BE FREE TO PURSUE THE BUSINESS OPPORTUNITY
SPECIFIED IN THE OFFER NOTICE WITHOUT ANY FURTHER OBLIGATION TO SUCH PARTY
PURSUANT TO THIS ARTICLE II.
2.05
LIMITATION ON DUTY TO NOTIFY.
IF THE ROFR PARTY IS THE FIRST TO
LEARN OF A BUSINESS OPPORTUNITY, THEN NEITHER THE ROFR PARTY NOR ITS DIRECTORS
OR OFFICERS SHALL HAVE ANY DUTY TO COMMUNICATE OR OFFER SUCH BUSINESS
OPPORTUNITY TO THE OFFERING PARTY.
2.06
VESSEL POOLS.
AS THE ENTRY OF A DRYBULK VESSEL BY ONE PARTY INTO A
VESSEL POOL WOULD NOT PREVENT THE OTHER PARTY FROM TAKING THE SAME ACTION,
NEITHER PARTY SHALL HAVE ANY OBLIGATION UNDER SECTIONS 2.02 THROUGH 2.04
HEREUNDER WITH RESPECT TO THE ENTRY OF ANY DRYBULK VESSEL INTO A VESSEL POOL.
3
2.07
DEFINITIONS.
FOR PURPOSES OF THIS ARTICLE II ONLY (A) THE TERM
"BALTIC GROUP" SHALL MEAN BALTIC AND ALL PERSONS OR ENTITIES IN WHICH BALTIC
BENEFICIALLY OWNS, DIRECTLY OR INDIRECTLY, 50% OR MORE OF THE OUTSTANDING VOTING
STOCK, VOTING POWER, PARTNERSHIP INTERESTS OR SIMILAR VOTING INTERESTS, AND
(B) THE TERM "GENCO" SHALL MEAN GENCO AND ALL PERSONS OR ENTITIES (OTHER THAN
THE BALTIC GROUP, AS DEFINED IN ACCORDANCE WITH CLAUSE (A) OF THIS SECTION 2.07)
(I) IN WHICH GENCO BENEFICIALLY OWNS, DIRECTLY OR INDIRECTLY, 50% OR MORE OF THE
OUTSTANDING VOTING STOCK, VOTING POWER, PARTNERSHIP INTERESTS OR SIMILAR VOTING
INTERESTS OR (II) WHICH OTHERWISE ARE AFFILIATES OF GENCO.
ARTICLE III
CREDIT FACILITIES
IN ORDER TO COMPLY WITH THE PROVISIONS OF GENCO'S EXISTING CREDIT FACILITY ON
THE DATE HEREOF AND ANY FUTURE CREDIT FACILITY OF GENCO, BALTIC SHALL:
(A)
NOT ISSUE ANY SHARES OF PREFERRED STOCK
WITHOUT THE PRIOR WRITTEN CONSENT OF GENCO; AND
(B)
USE COMMERCIALLY REASONABLE EFFORTS NOT TO
TAKE ANY ACTION THAT WOULD RESULT IN AN EVENT OF DEFAULT UNDER GENCO'S EXISTING
CREDIT FACILITY AS OF THE DATE HEREOF OR THE TERMS OF ANY FUTURE CREDIT FACILITY
GENCO MAY ENTER INTO TO THE EXTENT SUCH TERMS IMPOSE NO GREATER RESTRICTIONS ON
GENCO'S AFFILIATES THAN SUCH EXISTING CREDIT FACILITY.
ARTICLE IV
MISCELLANEOUS
4.01
TERM; TERMINATION.
THIS AGREEMENT SHALL