Exhibit 10.2
Executive Version
SUPERPRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
dated as of August 8, 2014
by and among
EAGLE BULK SHIPPING INC.,
a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,
as Borrower,
the Guarantors from time to time party hereto,
the DIP Lenders from time to time party hereto,
WILMINGTON TRUST (LONDON) LIMITED,
as DIP Agent and Security Trustee,
___________________________________________
GOLDMAN SACHS LENDING PARTNERS LLC,
as Sole Bookrunner and Sole Lead Arranger
CONTENTS
CLAUSE
PAGE
SECTION 1
INTERPRETATION
1
DEFINITIONS AND INTERPRETATION
2
SECTION 2
THE FACILITIES
2
THE FACILITIES
27
3
PURPOSE
28
4
CONDITIONS OF EFFECTIVENESS AND BORROWING
28
SECTION 3
BORROWING
5
BORROWING
34
SECTION 4
REDUCTION, REPAYMENT, PREPAYMENT AND CANCELLATION
6
REDUCTION AND REPAYMENT
36
7
PREPAYMENT AND CANCELLATION
36
SECTION 5
COSTS OF BORROWING
8
INTEREST
40
9
INTEREST PERIODS
41
10
CHANGES TO THE CALCULATION OF INTEREST
42
11
FEES
43
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
12
TAX GROSS UP AND INDEMNITIES
44
i
13
INCREASED COSTS
47
14
OTHER INDEMNITIES
49
15
MITIGATION BY THE DIP LENDERS
50
16
COSTS AND EXPENSES
51
SECTION 7
GUARANTEE
17
GUARANTEE AND INDEMNITY
53
SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
18
REPRESENTATIONS
59
19
INFORMATION UNDERTAKINGS
71
20
FINANCIAL COVENANTS
77
21
[RESERVED.]
78
22
GENERAL UNDERTAKINGS
78
23
INSURANCE
90
24
SHIP COVENANTS
95
25
APPLICATION OF EARNINGS
101
26
EVENTS OF DEFAULT
101
SECTION 9
CHANGES TO PARTIES
27
CHANGES TO THE DIP LENDERS
110
28
CHANGES TO THE OBLIGORS
115
29
[Reserved.]
116
SECTION 10
THE FINANCE PARTIES
30
ROLE OF THE SERVICING BANKS, THE ARRANGER AND THE BOOKRUNNER
117
31
CONDUCT OF BUSINESS BY THE FINANCE PARTIES
126
ii
32
SHARING AMONG THE FINANCE PARTIES
127
SECTION 11
ADMINISTRATION
33
PAYMENT MECHANICS
129
34
SET-OFF
131
35
NOTICES
131
36
CALCULATIONS AND CERTIFICATES
133
37
PARTIAL INVALIDITY
133
38
REMEDIES AND WAIVERS
133
39
AMENDMENTS AND WAIVERS
134
40
COUNTERPARTS
135
41
ENTIRE AGREEMENT
135
SECTION 12
GOVERNING LAW AND ENFORCEMENT
42
GOVERNING LAW
136
43
ENFORCEMENT
136
SCHEDULES
SCHEDULE 1: ORIGINAL PARTIES
SCHEDULE 2: CONDITIONS PRECEDENT TO EFFECTIVENESS
SCHEDULE 3: REQUESTS
SCHEDULE 4: MANDATORY COST FORMULA
SCHEDULE 5: FORM OF TRANSFER CERTIFICATE
SCHEDULE 6: FORM OF RESIGNATION LETTER
SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE
SCHEDULE 8: FORM OF CONFIDENTIALITY UNDERTAKING
SCHEDULE 9: [RESERVED]
SCHEDULE 10: TIMETABLES
SCHEDULE 11: DETAILS OF EXISTING SHIPS AND APPROVED CHARTERS
SCHEDULE 12: ERISA
SCHEDULE 13: INACTIVE SUBSIDIARIES
SCHEDULE 14: BANK ACCOUNTS
SCHEDULE 15: MATERIAL CONTRACTS
SCHEDULE 16: INSURANCE
iii
SCHEDULE 17: REAL ESTATE ASSETS
SCHEDULE 18: INSTRUMENTS, TANGIBLE CHATTEL PAPER AND DOCUMENTS.
SCHEDULE 19: POST-CLOSING OBLIGATIONS
EXHIBITS
EXHIBIT A - INTERIM DIP ORDER
EXHIBIT B - FORM OF NOTE
iv
THIS SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Agreement") is
dated as of August 8, 2014 among:
(1)
EAGLE BULK SHIPPING INC., a corporation incorporated in the Republic of the
Marshall Islands, a debtor and debtor-in-possession under chapter 11 of the
Bankruptcy Code, as borrower (the "Borrower" or