THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.50

EXECUTION VERSION

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 14, 2015, by and among SCORPIO BULKERS INC., a company incorporated under the laws of the Republic of the Xxxxxxxx Islands, as borrower (the “Borrower”), the Lenders party hereto and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of December 30, 2014 (as amended by that certain First Amendment to Credit Agreement, dated as of March 6, 2015, that certain Second Amendment to Credit Agreement, dated as of October 21, 2015 and as further amended, restated, modified or otherwise supplemented from time to time, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided.

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1.The definition of “Acceptable Flag Jurisdiction” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “Liberia,” after the text “shall mean” appearing in such definition.

2.The definition of “Collateral Vessel Amortization Amount” appearing in Section 1.01 of the Credit Agreement is hereby amended by adding the following text at the end of such definition:

“and, provided, further, that the Collateral Vessel Amortization Amount payable in respect of the Loans in connection with the SBI Behike, SBI Monterrey, SBI Reggae, SBI Rock and SBI Sousta on each Payment Date prior to the June 30, 2017 Payment Date shall be zero.”.

3.Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in appropriate alphabetical order:

“SBI Behike” shall mean the Term Loan Vessel named SBI Behike, as more particularly described on Schedule VI.

“SBI Monterrey” shall mean the Term Loan Vessel named SBI Monterrey, as more particularly described on Schedule VI.

“SBI Reggae” shall mean the Term Loan Vessel named SBI Reggae, as more particularly described on Schedule VI.

“SBI Rock” shall mean the Term Loan Vessel named SBI Rock, as more particularly described on Schedule VI.

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“SBI Sousta” shall mean the Term Loan Vessel named SBI Sousta, as more particularly described on Schedule VI.

“Third Amendment” shall mean the Third Amendment to this Agreement, dated as of December 14, 2015.

“Third Amendment Effective Date” shall mean December 14, 2015.

4.Section 2.01(c) of the Credit Agreement is hereby amended by inserting the text “(except that this sub-clause (C) shall not apply in relation to SBI Behike, SBI Monterrey, SBI Reggae, SBI Rock and SBI Sousta)” after the text “Collateral and Guaranty Requirements for such Relevant Vessel” appearing in sub-clause (C) of such Section.

5.Schedule I to the Credit Agreement is hereby deleted and replaced in its entirety in the form attached hereto as Schedule I.

6.Schedule VI to the Credit Agreement is hereby deleted and replaced in its entirety in the form attached hereto as Schedule VI.

II. Miscellaneous Provisions.

1.In order to induce the Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined herein) after giving effect to this Third Amendment and (ii) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date).

2.This Third Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement and the other Credit Documents or any of the other instruments or agreements referred to therein except as set forth herein or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, as amended hereby, the other Credit Documents or any of the other instruments or agreements referred to therein. The Administrative Agent, the Collateral Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this Third Amendment.

3.This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

4.THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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5.This Third Amendment shall become effective as of the date hereof (the “Third Amendment Effective Date”) when:

(i)the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yip (facsimile number: 000-000-0000 / e-mail: xxxx@xxxxxxxxx.xxx); and

(ii)the Borrower shall have paid to the Administrative Agent all reasonable out-of-pocket costs and expenses in connection with the Third Amendment (including, without limitation, the reasonable fees and expenses of White & Case LLP).

(iii)

6.From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby. From and after the Third Amendment Effective Date, this Third Amendment shall for all purposes constitute a Credit Document.

* * *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.

SCORPIO BULKERS INC., as Borrower

/s/ Xxxx Xxxxx

By:__________________________________

Name: Xxxx Xxxxx

Title: Chief Financial Officer

[Signature page -Third Amendment to Scorpio Bulkers Inc. Credit Agreement]

Exhibit 4.50

NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent and as Lender

/s/ Xxxxxxx Xxxxx Xxxxxxxxxxxx

By:__________________________________

Name: Xxxxxxx Xxxxx Xxxxxxxxxxxx

Title: First Vice President

/s/ Xxxxxx Xxxxxx

By:__________________________________

Name: Xxxxxx Xxxxxx

Title: Senior Vice President

[Signature page -Third Amendment to Scorpio Bulkers Inc. Credit Agreement]

Exhibit 4.50

SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL), as Lender

By: /s/ Ame Xxxxx-Skielse

Name: Ame Xxxxx-Skielse

Title:

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title:

[Signature page -Third Amendment to Scorpio Bulkers Inc. Credit Agreement]

Exhibit 4.50

Schedule I

COMMITMENTS

Lender	Term Loan Commitments	Revolving Loan Commitments
Nordea Bank Finland Plc, New York Branch	$103,232,802.63	$56,843,750.00
Skandinaviska Enskilda Xxxxxx XX (publ)	$103,232,802.63	$56,843,750.00
Total	$206,465,605.26	$113,687,500.00

Exhibit 4.50

SCHEDULE VI

A. Term Loan Vessels¹ 

Vessel Name	Registered Owner	Type	Flag	DWT	Builder’s Hull Number	Estimated Delivery Date	Contract Price	Maximum Loan Amount
SBI Athena	SBI Athena Shipping Company Limited	Ultramax	Xxxxxxxx Islands	64,000	CX0610	Q1 2015	$27,250,000	$14,485,348.58
SBI Conga	SBI Conga Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1722A	Q4 2015	$31,310,000	$17,220,500.00
SBI Behike	SBI Behike Shipping Company Limited	Capesize	Xxxxxxxx Islands	180,000	HN1058	Q1 2016	$61,400,000	$31,518,666.67
SBI Bolero	SBI Bolero Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1723A	Q4 2015	$31,310,000	$17,220,500.00
SBI Monterrey	SBI Monterrey Shipping Company Limited	Capesize	Xxxxxxxx Islands	180,000	HN1059	Q1 2016	$61,400,000	$31,518,666.67
SBI Sousta	SBI Sousta Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1724A	Q1 2016	$31,310,000	$16,072,466.67
SBI Rock	SBI Rock Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	1092	Q1 2016	$29,313,000	$15,047,340.00
SBI Xxxxxx	SBI Xxxxxx Shipping Company Limited	Ultramax	Xxxxxxxx Islands	64,000	CX0612	Q4 2015	$27,250,000	$14,987,500.00
SBI Twist	SBI Twist Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	1093	Q2 2016	$29,313,000	$16,122,150.00

¹ The information in this SCHEDULE VI shall be updated for each Collateral Vessel after each Borrowing Date, and may be supplemented by written notice to the Administrative Agent and Collateral Agent prior to each such Borrowing Date pursuant to Section 6.18 of this Agreement.

Exhibit 4.50

SBI Reggae	SBI Reggae Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1725A	Q1 2016	$31,310,000	$16,072,466.67
SBI Parapara	SBI Parapara Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1735A	Q1 2016	$31,310,000	$16,200,000.00

B. Revolving Loan Vessels

Vessel Name	Registered Owner	Type	Flag	DWT	Builder’s Hull Number	Estimated Delivery Date	Contract Price	Maximum Loan Amount
SBI Echo	SBI Echo Shipping Company Limited	Ultramax	Xxxxxxxx Islands	61,000	S870	Q3 2015	$30,750,000	$14,987,500.00
SBI Zumba	SBI Zumba Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1726A	Q1 2016	$31,310,000	$16,200,000.00
SBI Mazurka	SBI Mazurka Shipping Company Limited	Kamsarmax	Xxxxxxxx Islands	82,000	H1736A	Q2 2016	$31,310,000	$16,500,000.00
SBI Hera	SBI Hera Shipping Company Limited	Ultramax	Xxxxxxxx Islands	60,200	1907	Q2 2016	$31,045,490	$16,500,000.00
SBI Zeus	SBI Zeus Shipping Company Limited	Ultramax	Xxxxxxxx Islands	60,200	1906	Q2 2016	$31,045,490	$16,500,000.00
SBI Poseidon	SBI Poseidon Shipping Company Limited	Ultramax	Xxxxxxxx Islands	60,200	1911	Q2 2016	$31,045,490	$16,500,000.00
SBI Apollo	SBI Apollo Shipping Company Limited	Ultramax	Xxxxxxxx Islands	60,200	1912	Q2 2016	$31,045,490	$16,500,000.00