AMENDATORY AGREEMENT

(1)

EAGLE BULK SHIPPING INC., as Borrower;

(2)

THE COMPANIES listed in Schedule 8 as joint and several Guarantors;

(3)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders;

(4)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Swap Banks;

(5)

ABN AMRO CAPITAL USA LLC, CRéDIT AGRICOLE CORPORATE AND INVESTMENT BANK and CIT FINANCE LLC, as Mandated Lead Arrangers and as Bookrunners;

(6)

ABN AMRO CAPITAL USA LLC and CRéDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Structuring Banks;

(7)

ABN AMRO CAPITAL USA LLC, as Agent; and

(8)

ABN AMRO CAPITAL USA LLC, as Security Trustee.

(A)

The Borrower, the Guarantors, the Lenders, the Swap Banks, the Mandated Lead Arrangers, the Bookrunners, the Structuring Banks, the Agent and the Security Trustee are parties to a Loan Agreement dated as of October 9, 2014 (the “Loan Agreement”) providing for a senior secured revolving credit facility and term loan facility of (originally) up to $275,000,000 for the purposes described therein.

(B)

The Parties have agreed to amend certain provisions of the Loan Agreement, in each case as herein provided.

1.

DEFINITIONS

2.

REPRESENTATIONS AND WARRANTIES

(a)

All of the representations and warranties contained in Clause 10 of the Loan Agreement are true and correct on and as of the date hereof as if made on and as of the date hereof.

(b)

This Amendatory Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms.

(c)

It has the capacity and has taken all action, if applicable, and no consent of any person is required for it to execute and comply with its obligations under this Amendatory Agreement.

(d)

The execution of this Amendatory Agreement, and compliance with this Amendatory Agreement, will not result in a contravention of any law or regulation, its constitutional documents, or any contractual or other obligation or restriction which is binding on it or any of its assets.

3.

AMENDMENTS TO LOAN AGREEMENT

3.01

Clause 11.1(g)(iv) of the Loan Agreement is amended to insert the following proviso at the end thereof:

3.02

Clause 11.1(h)(i) of the Loan Agreement is amended to insert the following proviso at the end thereof:

3.03

Clause 11.2(i)(ii) of the Loan Agreement is amended and restated to read in its entirety as follows:

“(ii)

Prior to December 31, 2016 or, at any time after December 31, 2016, if an Event of Default or a Potential Event of Default has occurred and is continuing or if the Borrower is not in compliance with Clause 11.1(h)(i) of this Agreement for the Fiscal Year ending on December 31, 2016, none of the Borrower or the Guarantors shall declare or pay any dividends or return any capital to its equity holders or authorize or make any other distribution, payment or delivery of property or cash to its equity holders, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding, or repay any subordinated loans to equity holders or set aside any funds for any of the foregoing purposes.”

3.04

Clause 12.3(a) of the Loan Agreement is amended and restated to read in its entirety as follows:

“(a)

On the last day of the fiscal quarter ending on December 31, 2016 and on the last day of each succeeding fiscal quarter, the Borrower shall maintain an Interest Coverage Ratio of not less than 2.50 to 1.00 (the “Minimum Interest Coverage Ratio”) calculated:

(i)

on a trailing two quarter basis for the fiscal quarter ending December 31, 2016,

(ii)

on a trailing three quarter basis for the fiscal quarter ending March 31, 2017, and

(iii)

on a trailing four quarter basis for the fiscal quarter ending June 30, 2017 and each succeeding fiscal quarter thereafter.“

3.05

Clause 15.2 of the Loan Agreement is amended and restated to read in its entirety as follows:

(a)

the Security Value; plus

(b)

the net realizable value of any additional Collateral previously provided under this Clause 15,

(i)

prior to June 30, 2017, 165 percent of the Loan,

(ii)

on or after July 1, 2017 and on or before October 14, 2017, 157.5 percent of the Loan, and

(iii)

thereafter, 165 percent of the Loan,

3.06

Except as provided herein, all the remaining provisions of the Loan Agreement shall remain unchanged, valid and binding on all the parties thereto. Each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Loan Agreement” in any of the other Finance Documents, shall mean and refer to the Loan Agreement as amended hereby.

4.

FEES AND EXPENSES

4.01

The Borrower shall pay to the Agent for distribution among the Lenders pro rata according to their Contributions on or before the date of this Amendatory Agreement a non-refundable amendment fee of $500,000.

4.02

The Borrower agrees that the provisions of Clause 21 (Fees and Expenses) of the Loan Agreement shall apply to this Amendatory Agreement.

5.

ENTIRE AGREEMENT

6.

COUNTERPARTS

7.

Governing law

EAGLE BULK SHIPPING INC., as Borrower

Bittern Shipping LLC

By: /s/Adir Katzav

Name: Adir Katzav

Title: Chief Financial Officer

Crane Shipping LLC

Crested Eagle Shipping LLC

Crowned Eagle Shipping LLC

Egret Shipping LLC

Falcon Shipping LLC

Gannet Shipping LLC

Golden Eagle Shipping LLC

Goldeneye Shipping LLC

Grebe Shipping LLC

Harrier Shipping LLC

Hawk Shipping LLC

Ibis Shipping LLC

Imperial Eagle Shipping LLC

Jaeger Shipping LLC

Jay Shipping LLC

Kestrel Shipping LLC

Kite Shipping LLC

Kittiwake Shipping LLC

Kingfisher Shipping LLC

Martin Shipping LLC

Merlin Shipping LLC

Nighthawk Shipping LLC

Oriole Shipping LLC

Osprey Shipping LLC

Owl Shipping LLC

Peregrine Shipping LLC

Petrel Shipping LLC

Puffin Shipping LLC

Redwing Shipping LLC

Roadrunner Shipping LLC

Sandpiper Shipping LLC

Shrike Shipping LLC

Skua Shipping LLC

Sparrow Shipping LLC

Stellar Eagle Shipping LLC

Tern Shipping LLC

Thrasher Shipping LLC

Thrush Shipping LLC

Woodstar Shipping LLC

Wren Shipping LLC, as Guarantors

Name:

Adir Katzav

Title:

Attorney-in-fact

ABN AMRO CAPITAL USA LLC, as Lender, Mandated Lead Arranger, Bookrunner, Structuring Bank, Agent, and Security Trustee

Name:

Rajbir Talwar

Title:

Director

Name:

Urvashi Zutshi

Title:

Managing Director

ABN AMRO BANK N.V., as Swap Bank

Name:

A.C.A.J Biesbroeck

Title:

Name:

M.N.Hoogeveen

Title:

CRéDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender, Mandated Lead Arranger, Bookrunner, Structuring Bank and Swap Bank

Name:

Eden Rahman

Title: 

Associate

Name:

Irina Benimovich

Title: 

Associate

CIT FINANCE LLC, as Mandated Lead Arranger and Bookrunner

Name:

Adam Conrad

Title:

Chief Credit Officer, Maritime Finance

CIT BANK, N.A. (as successor by merger to CIT BANK), as Lender and Swap Bank

Name:

Adam Conrad

Title:

Chief Credit Officer, Maritime Finance

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT, as Lender

Name:

Bastian Duemert

Title:

Vice President

NIBC BANK N.V., as Lender

Name:

Jan Willem Van Roggen

Title:

Managing Director

Name:

Jan-Willem Schellingerhout

Title:

Vice President

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender

Name:

Arne Juell-Skielse

Title: 

Name:

Per Bjernekull

Title: