Exhibit 10.1
Execution Version
U.S.$1,600,000,000
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
dated as of October 19, 2007
for
EAGLE BULK SHIPPING INC.
arranged by
THE ROYAL BANK OF SCOTLAND plc
with
THE ROYAL BANK OF SCOTLAND plc
acting as Agent and Security Trustee
Watson, Farley & Williams (New York) LLP
CONTENTS
CLAUSE
PAGE
SECTION I
INTERPRETATION
1
DEFINITIONS AND INTERPRETATION
2
SECTION 2
THE FACILITY
2
THE FACILITY
22
3
PURPOSE
22
4
CONDITIONS OF EFFECTIVENESS AND UTILIZATION
24
SECTION 3
UTILIZATION
5
UTILIZATION
26
SECTION 4
REDUCTION, REPAYMENT, PREPAYMENT AND CANCELLATION
6
REDUCTION AND REPAYMENT
29
7
PREPAYMENT AND CANCELLATION
29
SECTION 5
COSTS OF UTILIZATION
8
INTEREST
33
9
INTEREST PERIODS
34
10
CHANGES TO THE CALCULATION OF INTEREST
35
11
FEES
36
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
12
TAX GROSS UP AND INDEMNITIES
37
13
INCREASED COSTS
38
14
OTHER INDEMNITIES
39
15
MITIGATION BY THE LENDERS
41
16
COSTS AND EXPENSES
41
SECTION 7
GUARANTEE
17
GUARANTEE AND INDEMNITY
43
SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
18
REPRESENTATIONS
47
19
INFORMATION UNDERTAKINGS
53
20
FINANCIAL COVENANTS
55
21
SECURITY COVER
55
22
GENERAL UNDERTAKINGS
57
23
INSURANCE
62
24
SHIP COVENANTS
67
25
APPLICATION OF EARNINGS; SWAP PAYMENTS
71
26
EVENTS OF DEFAULT
71
SECTION 9
CHANGES TO PARTIES
27
CHANGES TO THE LENDERS
76
28
CHANGES TO THE OBLIGORS
79
29
CHANGES TO SWAP BANKS
80
SECTION 10
THE FINANCE PARTIES
30
ROLE OF THE SERVICING BANKS, THE ARRANGER AND THE BOOKRUNNER
81
31
CONDUCT OF BUSINESS BY THE FINANCE PARTIES
87
32
SHARING AMONG THE FINANCE PARTIES
88
SECTION 11
ADMINISTRATION
33
PAYMENT MECHANICS
90
34
SET-OFF
91
35
NOTICES
92
36
CALCULATIONS AND CERTIFICATES
93
37
PARTIAL INVALIDITY
93
38
REMEDIES AND WAIVERS
94
39
AMENDMENTS AND WAIVERS
94
40
COUNTERPARTS
94
41
ENTIRE AGREEMENT
95
SECTION 12
GOVERNING LAW AND ENFORCEMENT
42
GOVERNING LAW
96
43
ENFORCEMENT
96
SCHEDULE 1
THE ORIGINAL OBLIGORS
98
SCHEDULE 2
CONDITIONS PRECEDENT
100
SCHEDULE 3
REQUESTS PART I UTILIZATION REQUEST
107
SCHEDULE 3
REQUESTS PART II SELECTION NOTICE
108
SCHEDULE 4
MANDATORY COST FORMULA
109
SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
112
SCHEDULE 6
FORM OF ACCESSION LETTER
114
SCHEDULE 7
FORM OF RESIGNATION LETTER
116
SCHEDULE 8
FORM OF COMPLIANCE CERTIFICATE
117
SCHEDULE 9
FORM OF CONFIDENTIALITY UNDERTAKING
121
SCHEDULE 10
TIMETABLES
I26
SCHEDULE 11
FORM OF DESIGNATION NOTICE
127
SCHEDULE 12
DETAILS OF EXISTING SHIPS, NEWBUILDINGS AND APPROVED CHARTERS
128
SCHEDULE 13
FORM OF SWAP BANK ACCESSION LETTER
133
SCHEDULE 14
ERISA
134
SCHEDULE I5
ADVANCES OUTSTANDING UNDER ORIGINAL CREDIT AGREEMENT AS OF OCTOBER 19, 2007
135
SIGNATORIES
136
EXHIBITS
EXHIBIT A
-
FORM OF NOTE
EXHIBIT B
-
FORM OF ACCOUNT CHARGE
EXHIBIT C
-
FORM OF CASH POOLING DEED
EXHIBIT D
-
FORM OF SECURITY INTEREST DEED
EXHIBIT E
-
FORM OF MASTER AGREEMENT ASSIGNMENT
EXHIBIT F
-
FORM OF ASSIGNMENT OF SHIPBUILDING CONTRACT (IHI)
EXHIBIT G
-
FORM OF ASSIGNMENT OF SHIPBUILDING CONTRACT AND REFUND