AMENDMENT NO. 1 TO WARRANT AGREEMENT
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment no. 1 to WARRANT AGREEMENT (this “Amendment”), dated as of July 2, 2014, is entered into by and among Eagle Bulk Shipping Inc. (the “Company”) and the Warrant Holders signatory hereto (the “Consenting Warrant Holders”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Warrant Agreement or the Warrants (as each is defined below).
RECITALS
WHEREAS, the Company and certain lenders under the Credit Agreement entered into that certain Waiver and Forbearance Agreement, dated as of March 19, 2014 (as amended to date and as may be further amended, the “Waiver and Forbearance Agreement”) (such lenders, the “Forbearing Lenders”);
WHEREAS, certain of the Forbearing Lenders are Holders of Warrants, and such Forbearing Lenders, together with all other Consenting Warrant Holders, constitute, as of the date hereof, the “Majority Holders,” as that term is defined in the Warrant Agreement;
WHEREAS, the Waiver and Forbearance Agreement provides for the amendment of the Warrant Agreement upon the terms and subject to the conditions described therein; and
WHEREAS, the Company and the Majority Holders desire to amend the Warrants and the Warrant Agreement in the manner described below.
NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, including pursuant to the Waiver and Forbearance Agreement which, for the avoidance of doubt, includes the forfeiture by the Forbearing Lenders party thereto of the Forbearance Fee described therein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
AGREEMENT
Section 1. Amendment of the Warrants. The Warrants held by lenders under the Credit Agreement (the “Lenders”, and such Warrants held by Lenders, the “Lender Warrants”) shall be amended in the manner described below and such amendments shall be reflected in an amendment to the applicable Warrant Certificate in substantially the form attached hereto as Exhibit A (each such amendment, a (“Warrant Amendment”):
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(a) |
With respect to Lender Warrants issued in respect of Exercise Commencement Date B: |
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i. |
the first sentence of the third full paragraph of the Warrant Certificate shall be amended to delete “the Exercise Trigger Price and” therefrom; and |
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ii. |
the first sentence of the fourth full paragraph of the Warrant Certificate shall be amended to read “This Warrant Certificate shall be exercisable, at the election of the holder, at any time on or after the Effective Date and on or prior to the Expiration Date either as an entirety or in part from time to time.” |
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(b) |
With respect to Lender Warrants issued in respect of Exercise Commencement Date C: |
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i. |
the first sentence of the third full paragraph of the Warrant Certificate shall be amended to delete “the Exercise Trigger Price and” therefrom; and |
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ii. |
the first sentence of the fourth full paragraph of the Warrant Certificate shall be amended to read “This Warrant Certificate shall be exercisable, at the election of the holder, at any time on or after the Effective Date and on or prior to the Expiration Date either as an entirety or in part from time to time.” |
The Company shall promptly deliver a Warrant Amendment with respect to any Warrant Certificate that is a Lender Warrant upon receipt of written request from the Holder of such Warrant Certificate together with such Warrant Certificate and any other documentation reasonably requested by the Company to evidence the ownership of such Warrant Certificate.
Section 2. Amendment of the Warrant Agreement. The Warrant Agreement shall be amended in the manner described below with respect to the Lender Warrants:
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(a) |
The following defined terms are hereby deleted in their entirety in the Warrant Agreement, wherever they appear in the Warrant Agreement: “Exercise Trigger Price B,” “Exercise Trigger Price C,” “Exercise Trigger Prices,” and “Substantial Distribution of Assets”. |
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(b) |
The following language is inserted as Section 7(g) of the Warrant Agreement: |
“(g) Prohibition on Transfers
Notwithstanding any other provision herein to the contrary, for so long as the Waiver and Forbearance Agreement, dated as of March 19, 2014, between the Company and the other parties thereto (such parties, the “Forbearing Lenders”), as the same may be amended or modified from time to time, or any successor agreement thereto, is in effect, no Holder of Warrants or Warrant Shares shall trade or otherwise transfer, directly or indirectly, to any other Person any Warrants or Warrant Shares, except in connection with a transfer of such Holder’s loans under the Credit Agreement to such Person.”
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(c) |
Section 8(a)(ii) is hereby deleted in its entirety and replaced with the following: |
“in the case of a Warrant issued in respect of Exercise Commencement Date B (as denoted on Schedule 1), at any time on or after the Effective Date; or”
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(d) |
Section 8(a)(iii) is hereby deleted in its entirety and replaced with the following: |
“in the case of a Warrant issued in respect of Exercise Commencement Date C (as denoted on Schedule 1), at any time on or after the Effective Date,”
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(e) |
Section 13(b)(i)(B) is hereby amended by replacing “; and” at the end of the section with “.”. |
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(f) |
Section 13(b)(ii) is hereby deleted in its entirety. |
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(g) |
Section 13(d)(i)(B) is hereby amended by replacing “;” at the end of the section with “.”. |
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(h) |
Section 13(d)(ii) is hereby deleted in its entirety, and the last paragraph of Section 13(d) is hereby deleted in its entirety and replaced with the following: |
“In the event that any issuance of the type described in this Clause 13(d) is declared but not purchased in full, the number of Warrant Shares shall again be adjusted to be the number of Warrant Shares that would then be in effect if such issuance had been made only with respect to the number of shares of Common Stock actually purchased.”
Section 3. Effectiveness; Incorporation into the Warrant Agreement. The Amendment shall be effective only upon execution and delivery of this instrument by the Company and Warrant Holders constituting the Majority Holders, and shall only be effective with respect to the Lenders and the Lender Warrants. Subject to the foregoing, this Amendment is hereby incorporated into and deemed a part of the Warrant Agreement and all references to “this Agreement” in the Warrant Agreement shall include this Amendment. The Company and the Majority Holders (on behalf of themselves and on behalf of all Holders of Warrants) acknowledge and agree that the amendments contemplated by Section 2 are not deemed an event requiring an adjustment for purposes of Section 13 of the Warrant Agreement. Except as expressly provided by this Amendment, the terms and conditions of the Warrant Agreement and the Warrants shall remain in full force and effect and hereby are ratified and confirmed in all respects.
Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of laws provisions thereof) and for all purposes shall be construed in accordance with the laws of such State.
Section 5. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or portable document format (PDF) signatures) and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
Section 6. Descriptive Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Amendment to Warrant Agreement and return such counterpart to the undersigned.
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Very truly yours,
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Big River Group Fund SPC Limited – Bond Segregated Portfolio By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Big River Group Fund SPC Limited – Bond Segregated Portfolio |
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Name in Which Warrant Certificates are Registered |
Big River Group Fund SPC Limited – Bond Segregated Portfolio |
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Warrant Certificate Number; Number of Warrants |
W-B-1-28; 526.27 W-C-1-28; 526.27 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Birch Capital Fund SPC Limited – Bond Segregated Portfolio By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Birch Capital Fund SPC Limited – Bond Segregated Portfolio |
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Name in Which Warrant Certificates are Registered |
Birch Capital Fund SPC Limited – Bond Segregated Portfolio |
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Warrant Certificate Number; Number of Warrants |
W-B-1-29; 406.86 W-C-1-29; 406.86 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Credit Fund II, LTD By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Credit Fund II, LTD |
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Name in Which Warrant Certificates are Registered |
Brigade Credit Fund II, LTD |
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Warrant Certificate Number; Number of Warrants |
W-B-1-30; 6,757.50 W-C-1-30; 6,757.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Distressed Value Master Fund, Ltd By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Distressed Value Master Fund, Ltd. |
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Name in Which Warrant Certificates are Registered |
Brigade Distressed Value Master Fund, Ltd. |
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Warrant Certificate Number; Number of Warrants |
W-B-1-32; 1,101.19 W-C-1-32; 1,101.19 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Leveraged Capital Structures Fund, LTD By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Leveraged Capital Structures Fund, Ltd. |
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Name in Which Warrant Certificates are Registered |
Brigade Leveraged Capital Structures Fund, Ltd. |
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Warrant Certificate Number; Number of Warrants |
W-B-1-32; 24,924.93 W-C-1-32; 24,924.93 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Opportunistic Credit Fund – ICL LP By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Opportunistic Credit Fund – ICL LP |
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Name in Which Warrant Certificates are Registered |
Brigade Opportunistic Credit Fund – ICL LP |
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Warrant Certificate Number; Number of Warrants |
W-B-1-34; 897.75 W-C-1-34; 897.75 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Opportunistic Credit Fund 16 LLC By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Opportunistic Credit Fund 16 LLC |
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Name in Which Warrant Certificates are Registered |
Brigade Opportunistic Credit Fund 16 LLC |
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Warrant Certificate Number; Number of Warrants |
W-B-1-33; 451.09 W-C-1-33; 451.09 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Brigade Opportunistic Credit LBG Fund Ltd By: Brigade Capital Management, LLC as Investment Manager By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Brigade Opportunistic Credit LBG Fund Ltd |
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Name in Which Warrant Certificates are Registered |
Brigade Opportunistic Credit LBG Fund Ltd |
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Warrant Certificate Number; Number of Warrants |
W-B-1-35; 1,990.10 W-C-1-35; 1,990.10 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Citigroup Pension Plan By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Citigroup Pension Plan |
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Name in Which Warrant Certificates are Registered |
Citigroup Pension Plan |
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Warrant Certificate Number; Number of Warrants |
W-B-1-36; 190.16 W-C-1-36; 190.16 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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FedEx Corporation Employees’ Pension Trust By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
FedEx Corporation Employees’ Pension Trust |
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Name in Which Warrant Certificates are Registered |
FedEx Corporation Employees’ Pension Trust |
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Warrant Certificate Number; Number of Warrants |
W-B-1-37; 791.62 W-C-1-37; 791.62 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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FirstEnergy System Master Retirement Trust By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
FirstEnergy Corp. System Master Retirement Trust |
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Name in Which Warrant Certificates are Registered |
FirstEnergy Corp. System Master Retirement Trust |
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Warrant Certificate Number; Number of Warrants |
W-B-1-38; 605.87 W-C-1-38; 605.87 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Future Directions Credit Opportunities Fund By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Future Directions Credit Opportunities Fund/Brigade |
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Name in Which Warrant Certificates are Registered |
Future Directions Credit Opportunities Fund/Brigade |
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Warrant Certificate Number; Number of Warrants |
W-B-1-39; 371.48 W-C-1-39; 371.48 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Los Angeles County Employees Retirement Association By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Los Angeles County Employees Retirement Association/Brigade |
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Name in Which Warrant Certificates are Registered |
Los Angeles County Employees Retirement Association/Brigade |
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Warrant Certificate Number; Number of Warrants |
W-B-1-40; 1,118.88 W-C-1-40; 1,118.88 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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OCA Brigade Credit Fund II LLC By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
OCA Brigade Credit Fund II LLC |
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Name in Which Warrant Certificates are Registered |
OCA Brigade Credit Fund II LLC |
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Warrant Certificate Number; Number of Warrants |
W-B-1-41; 1,052.54 W-C-1-41; 1,052.54 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Xxxxxxx Investment Company Xxxxxxx Multi-Strategy Alternative Fund By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Xxxxxxx Investment Company Xxxxxxx Multi-Strategy Alternative Fund |
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Name in Which Warrant Certificates are Registered |
Xxxxxxx Investment Company Xxxxxxx Multi-Strategy Alternative Fund |
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Warrant Certificate Number; Number of Warrants |
W-B-1-42; 375.91 W-C-1-42; 375.91 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Tasman Fund LP By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Tasman Fund LP |
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Name in Which Warrant Certificates are Registered |
Tasman Fund LP |
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Warrant Certificate Number; Number of Warrants |
W-B-1-43; 1,446.14 W-C-1-43; 1,446.14 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Texas Absolute Credit Opportunities Strategy LP By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Texas Absolute Credit Opportunities Strategy LP |
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Name in Which Warrant Certificates are Registered |
Texas Absolute Credit Opportunities Strategy LP |
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Warrant Certificate Number; Number of Warrants |
W-B-1-44; 163.63 W-C-1-44; 163.63 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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The Coca-Cola Company Master Retirement Trust By: Brigade Capital Management, LLC as Investment Manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
The Coca-Cola Company Master Retirement Trust |
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Name in Which Warrant Certificates are Registered |
The Coca-Cola Company Master Retirement Trust |
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Warrant Certificate Number; Number of Warrants |
W-B-1-45; 1,052.54 W-C-1-45; 1,052.54 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
AAI Canyon Fund plc, solely with respect to Canyon Reflection Fund |
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Name in Which Warrant Certificates are Registered |
AAI Canyon Fund plc, solely with respect to Canyon Reflection Fund |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-13]; 2,322.00 [W-C-1-13]; 2,322.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon Balanced Master Fund, Ltd. |
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Name in Which Warrant Certificates are Registered |
Canyon Balanced Master Fund, Ltd. |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-14]; 6,310.50 [W-C-1-14]; 6,310.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon-Blue Credit Investment Fund L.P. |
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Name in Which Warrant Certificates are Registered |
Canyon-Blue Credit Investment Fund L.P. |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-15]; 526.50 [W-C-1-15]; 526.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon Distressed Opportunity Master Fund, L.P. |
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Name in Which Warrant Certificates are Registered |
Canyon Distressed Opportunity Master Fund, L.P. |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-16]; 4,648.00 [W-C-1-16]; 4,648.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon-GRF Master Fund II LP |
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Name in Which Warrant Certificates are Registered |
Canyon-GRF Master Fund II, LP |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-17]; 1,999.00 [W-C-1-17]; 1,999.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon Value Realization MAC 18 Ltd |
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Name in Which Warrant Certificates are Registered |
Canyon Value Realization MAC 18 Ltd |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-18]; 928.50 [W-C-1-18]; 928.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon-TCDRS Fund, LLC |
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Name in Which Warrant Certificates are Registered |
Canyon-TCDRS Fund, LLC |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-19]; 1,273.50 [W-C-1-19]; 1,273.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Canyon Value Realization Fund, L.P. |
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Name in Which Warrant Certificates are Registered |
Canyon Value Realization Fund, L.P. |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-20]; 8,181.50 [W-C-1-20]; 8,181.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
Citi Canyon Ltd |
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Name in Which Warrant Certificates are Registered |
Citi Canyon Ltd |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-21]; 181.50 [W-C-1-21]; 181.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
PERMAL Canyon Fund Ltd |
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Name in Which Warrant Certificates are Registered |
PERMAL Canyon Fund Ltd |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-22]; 606.00 [W-C-1-22]; 606.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxxx X. Xxxxxx
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Warrant Holder Name |
The Canyon Value Realization Master Fund, L.P. |
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Name in Which Warrant Certificates are Registered |
The Canyon Value Realization Master Fund, L.P. |
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Warrant Certificate Number; Number of Warrants |
[W-B-1-23]; 17,247.50 [W-C-1-23]; 17,247.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxx Xxxxxxxx
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Warrant Holder Name |
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Name in Which Warrant Certificates are Registered |
Xxxxxxx, Sachs & Co |
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Warrant Certificate Number; Number of Warrants |
WA3; 60,950 WB3; 60,950 WC3; 60,950 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Midtown Acquisitions L.P. By: Midtown Acquisitions GP LLC, its general partner
By: /s/ Xxxxx Xxxxxxxx
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Warrant Holder Name |
Midtown Acquisitions L.P. |
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Name in Which Warrant Certificates are Registered |
Midtown Acquisitions L.P. |
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Warrant Certificate Number; Number of Warrants |
W-B-1-8; 119,402.72 warrants W-B-4.2.3; 1,582.06 warrants W-C-1-8; 119,402.72 warrants W-C-4.2.3; 1,582.07 warrants |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is here by accepted by the undersigned on and as of the date hereof.
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/ Xxxxxx X’Xxxxx
Name: Xxxxxx X’Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxxx
Title: Senior Vice-President
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Name in Which Warrant Certificates are Registered |
Oaktree Value Opportunities Fund, L.P. |
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Warrant Certificate Number; Number of Warrants |
w-b-1-2; 60,759.08 w-c-1-2; 60,759.08 w-c-6.2; 4,565.24 w-b-6.2; 4,565.23 w-a-6.2; 4,565.23 W-A-7.2; 1,304.66 W-C-7.2; 1,304.67 W-B-7.2; 1,304.67 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is here by accepted by the undersigned on and as of the date hereof.
Oaktree Opportunities Fund VIIIb Delaware, L.P.
By: Oaktree Fund GP, LLC
Its: General Partner
By: Oaktree Fund GP I, L.P.
Its: Managing Member
By: /s/ Xxxxxx X’Xxxxx
Name: Xxxxxx X’Xxxxx
Title: Authorized Signatory
By /s/ Xxxxxx Xxxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxxx
Title: Authorized Signatory
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Name in Which Warrant Certificates are Registered |
Oaktree Opportunities Fund VIIIb Delaware, L.P. |
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Warrant Certificate Number; Number of Warrants |
W-B-1-3; 69,421.34 W-C-1-3; 69,421.34 W-A-7.1; 7,825.66 W-B-7.1; 7,825.67 W-C-7.1; 7,825.67 W-C-6.1; 27,385.54 W-B-6.1; 27,385.54 W-A-6.1; 27,385.54 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is here by accepted by the undersigned on and as of the date hereof.
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/ Xxxxxx X’Xxxxx
Name: Xxxxxx X’Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxxx
Title: Senior Vice-President
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Name in Which Warrant Certificates are Registered |
Oaktree Huntington Investment Fund, L.P. |
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Warrant Certificate Number; Number of Warrants |
w-a-6.3; 846.97 w-b-6.3; 846.98 w-c-6.3; 846.98 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is here by accepted by the undersigned on and as of the date hereof.
Oaktree Opps 9 HoldCo Ltd.
Oaktree Opps IX (Parallel 2) HoldCo Ltd.
Oaktree VOF (Cayman) 1 CTB Ltd.
Oaktree Huntington (Cayman) 5 CTB Ltd.
Oaktree Opps VIII (Cayman) 3 CTB Ltd.
Oaktree Opps IX Parallel (Cayman) 1 CTB Ltd.
Oaktree Opps IX (Cayman) 1 CTB Ltd.
Oaktree Opps IX Parallel 2 (Cayman) 1 CTB Ltd.
By: Oaktree Capital Management, L.P.
Their: Director
By: /s/ Xxxxxx X’Xxxxx
Name: Xxxxxx X’Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxxx
Title: Senior Vice-President
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Name in Which Warrant Certificates are Registered |
Oaktree Opportunities Fund IX Delaware, L.P. |
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Warrant Certificate Number; Number of Warrants |
w-c-1-4; 224,858.43 w-b-1-4; 224,858.43 |
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Name in Which Warrant Certificates are Registered |
Oaktree Opportunities Fund IX (Parallel 2), L.P. |
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Warrant Certificate Number; Number of Warrants |
w-c-1-5; 2,065.00 w-b-1-5; 2,065.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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Onex Debt Opportunity Fund, Ltd. By: Onex Credit Partners, LLC, its investment manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
Onex Debt Opportunity Fund, Ltd. |
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Name in Which Warrant Certificates are Registered |
Onex Debt Opportunity Fund, Ltd. |
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Warrant Certificate Number; Number of Warrants |
W-A-4.3 – 7,251.00 W-B-4.3-7,251.00 W-C-4.3-7,251.00 W-B-1-47; 5,130.00 W-C-1-47; 5,130.00 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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OCP Investment Trust By: Onex Credit Partners, LLC, its manager
By: /s/ Xxxxx Xxxxxxx
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Warrant Holder Name |
OCP Investment Trust |
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Name in Which Warrant Certificates are Registered |
OCP Investment Trust |
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Warrant Certificate Number; Number of Warrants |
W-A-4.3 - 6,177.00 W-B-4.3- 6,177.00 W-C-4.3- 6,177.00 W-B-1-48: 3,714.50 W-C-1-48: 3,714.50 |
The foregoing Amendment to the Warrant Agreement with Eagle Bulk Shipping Inc. is hereby accepted by the undersigned on and as of the date thereof.
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By: /s/ Xxxxxxx Xxxxx
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Warrant Holder Name |
Panning Master Fund, LP |
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Name in Which Warrant Certificates are Registered |
Panning Master Fund, LP |
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Warrant Certificate Number; Number of Warrants |
W-A-4.1; 17,903.07 W-B-4.1; 17,903.07 W-C-4.1; 17,903.07 W-B-1-1; 17,689.80 W-C-1-1; 17,689.80 |
EXHIBIT A
FORM OF AMENDMENT TO WARRANT CERTIFICATE
THIS AMENDMENT AND THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
THIS AMENDMENT AND THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AND ARE SUBJECT TO A WARRANT AGREEMENT, AS AMENDED BY THAT CERTAIN AMENDMENT NO. 1 TO WARRANT AGREEMENT (THE “WARRANT AGREEMENT”), WHICH SETS FORTH THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDER OF THESE WARRANTS. THE WARRANT AGREEMENT CONTAINS PROHIBITIONS ON THE TRANSFER OF THESE WARRANTS AND THE RIGHTS RELATED THERETO. BY ACCEPTING ANY INTEREST IN THESE WARRANTS, ANY TRANSFER RECIPIENT SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT AND AMENDMENT NO. 1 TO WARRANT AGREEMENT ARE ON FILE AT THE COMPANY'S PRINCIPAL OFFICE.
AMENDMENT TO WARRANT CERTIFICATE
EAGLE BULK SHIPPING INC.
Amendment to Warrant Certificate No. _____________
Date: _________________
This Amendment (this “Amendment”) to Warrant Certificate No. [__] is issued pursuant to Amendment No. 1 to the Warrant Agreement dated as of June [ ], 2014, by and among the Company and the Warrant Holders party thereto. All capitalized terms herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Warrant or the Warrant Agreement.
1. Amendments. The Warrant is hereby amended as follows:
1.1. The first sentence of the third full paragraph of the Warrant Certificate shall be amended to delete “the Exercise Trigger Price and” therefrom.
1.2. The first sentence of the fourth full paragraph of the Warrant Certificate shall be amended to read “This Warrant Certificate shall be exercisable, at the election of the holder, at any time on or after the Effective Date and on or prior to the Expiration Date either as an entirety or in part from time to time.”
2. Incorporation into the Warrant; Issuance of Amended and Restated Warrant.
2.1. This Amendment is hereby incorporated into and deemed a part of the Warrant and all references to “Warrant” in the Warrant or this Amendment shall include this Amendment. Except as expressly provided by this Amendment, the terms and conditions of the Warrant shall remain in full force and effect and hereby are ratified and confirmed in all respects.
2.2. The Warrant Holder may deliver the Warrant, together with this Amendment, to the Company and, upon receipt thereof, the Company will issue an Amended and Restated Warrant to such Warrant Holder.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of laws provisions thereof) and for all purposes shall be construed in accordance with the laws of such State.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the Company has executed this Amendment to Warrant Certificate as of the date first written above.
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