1.

Interpretation

Secured Liabilities

Creation of Security

Perfection and Further Assurances

Suretyship Provisions

Representations and Warranties

Undertakings

When Security Becomes Enforceable

Enforcement of Security

Application of Proceeds

Expenses and Indemnity     

Delegation     

Evidence and Calculations     

Changes to the Parties     

Miscellaneous     

Severability     

Release     

Notices     

Governing Law     

Enforcement     

1.

Form of Assignment Notice

Form of Assignment Acknowledgement

(1)

EAGLE BULK SHIPPING INC., a corporation incorporated under the laws of the Marshall Islands, a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Borrower”) and each other party signatory hereto as a security provider (together with the Borrower, the “Security Providers” and each a “Security Provider”); and

(2)

WILMINGTON TRUST (LONDON) LIMITED, a banking company organized under the laws of England and Wales, as security trustee for the Finance Parties party to the Credit Agreement described below (in this capacity, the “Security Trustee”).

1.

INTERPRETATION

1.1

Definitions

(a)

accounts;

(b)

chattel paper (including tangible chattel paper and electronic chattel paper);

(c)

goods (including equipment, inventory and fixtures);

(d)

instruments (including promissory notes);

(e)

investment property;

(f)

documents;

(g)

deposit accounts, including without limitation those listed on Schedule 4 and any monies deposited therein from time to time;

(h)

letter-of-credit rights;

(i)

general intangibles (including payment intangibles and software);

(j)

the commercial tort claims described in Schedule 2 (Commercial Tort Claims);

(k)

supporting obligations;

(l)

other assets (including inventions, discoveries, trade secrets, intellectual property rights, patents, trademarks, trade names, service marks and copyrights, registrations of and applications relating to any of the foregoing, and all associated goodwill),

(a)

certificated securities;

(b)

instruments;

(c)

tangible chattel paper; and

(d)

negotiable documents.

1.2

Construction

(a)

Any term defined in the UCC and not defined in this Agreement has the meaning given to that term in the UCC.

(b)

Any term defined in the Credit Agreement and not defined in this Agreement or the UCC has the meaning given to that term in the Credit Agreement.

(c)

No reference to “proceeds” in this Agreement authorizes any sale, transfer or other disposition of Collateral by any Security Provider.

(d)

In this Agreement, unless the contrary intention appears, a reference to:

(i)

an “amendment” includes a supplement, novation, restatement or re-enactment and “amended” will be construed accordingly;

(ii)

Clause, a Subclause or a Schedule is a reference to a Clause or Subclause of, or a Schedule to, this Agreement;

(iii)

a law is a reference to that law as amended or re-enacted and to any successor law;

(iv)

an agreement is a reference to that agreement as amended;

(v)

“fraudulent transfer law” means any applicable U.S. Bankruptcy Law or state fraudulent transfer or conveyance statute, and the related case law; and

(vi)

“law” includes any law, statute, regulation, regulatory requirement, rule, ordinance, ruling, decision, treaty, directive, order, guideline, regulation, policy, writ, judgment, injunction or request of any court or other governmental, inter-governmental or supranational body, officer or official, fiscal or monetary authority, or other ministry or public entity (and their interpretation, administration and application), whether or not having the force of law.

(e)

In this Agreement:

(i)

“includes” and “including” are not limiting;

(ii)

“or” is not exclusive; and

(iii)

the headings are for convenience only, do not constitute part of this Agreement and are not to be used in construing it.

2.

SECURED LIABILITIES

2.1

Secured Liabilities

(a)

present or future, actual, contingent or unliquidated; or

(b)

owed jointly or severally (or in any other capacity whatsoever),

2.2

Specification of Secured Liabilities

(a)

repayment of the principal of any Loan;

(b)

payment of interest and any other amount payable under the Credit Agreement;

(c)

payment and performance of all other obligations and liabilities of any Obligor under the Finance Documents;

(d)

payment of any amount owed under any amendment, modification, renewal, extension or novation of any of the above obligations; and

(e)

payment of an amount which arises after a petition is filed by, or against, a Security Provider or any other Obligor under the US Bankruptcy Code of 1978 even if the obligations do not accrue because of the automatic stay under Section 362 of the US Bankruptcy Code of 1978 or otherwise.

3.

CREATION OF SECURITY

3.1

Security Interest

3.2

General

(a)

All the Security created under this Agreement (and, in the case of the Borrower, upon the entry of the DIP Orders and subject to the terms thereof):

(i)

is continuing security for the irrevocable and indefeasible payment in full of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part;

(ii)

is in addition to, and not in any way prejudiced by, any other security now or subsequently held by any Finance Party.

(b)

If, at any time for any reason (including the bankruptcy, insolvency, receivership, reorganization, dissolution or liquidation of any Security Provider or any other Obligor or the appointment of any receiver, intervenor or conservator of, or agent or similar official for, any Security Provider or any other Obligor or any of their respective properties), any payment received by the Security Trustee or any other Finance Party in respect of the Secured Liabilities is rescinded or avoided or must otherwise be restored or returned by the Security Trustee or any other Finance Party, that payment will not be considered to have been made for purposes of this Agreement, and this Agreement will continue to be effective or will be reinstated, if necessary, as if that payment had not been made.

(c)

This Agreement is enforceable against each Security Provider to the maximum extent permitted by the fraudulent transfer laws.

4.

PERFECTION AND FURTHER ASSURANCES

4.1

General perfection

(a)

whatever action is necessary or desirable; and

(b)

any action which the Security Trustee or any other Finance Party may reasonably require pursuant to the Credit Agreement and permitted by the DIP Order,

4.2

Filing of financing statements

(a)

Without limitation of clause 4.1, each Security Provider authorizes the Security Trustee to prepare and file, at such Security Provider’s expense:

(i)

financing statements describing the Collateral;

(ii)

continuation statements; and

(iii)

any amendment in respect of those statements.

(b)

Each Security Provider expressly authorizes the Security Trustee, if it so elects, to file financing statements with the collateral description “all assets of the Security Provider”, “all personal property of the Security Provider” or other words to that effect.

4.3

Control

4.4

Notice of security interest

(a)

Each Security Provider shall, upon request by the Security Trustee, execute an Assignment Notice in respect of any Material Contract specified by the Security Trustee and deliver such notice to the appropriate account debtors and contract parties for such Material Contract.

(ii)

Each Security Provider must use its best efforts to cause each of the account debtors and contract parties for such Material Contract to deliver to the Security Trustee an Assignment Acknowledgement within 30 days of the Security Trustee’s request.

(iii)

Each Security Provider must give notice to the Security Trustee of each Material Contract entered into after the date of this Agreement, and at the Security Trustee’s request must:

(A)

send an Assignment Notice to the relevant account debtor or contract party; and

(B)

use its best efforts to cause that account debtor or contract party to deliver a signed Assignment Acknowledgement promptly to the Security Trustee.

(iv)

The Security Trustee shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, and upon written notice to the Borrower of its intention to do so, to deliver a notice to the relevant account debtors or contract parties for any Material Contract (i) notifying them that the relevant Security Provider has granted the Security Trustee a first-priority security interest in its rights and interests under such Material Contract, and (ii) directing such account debtors or contract parties to make payment of all amounts due or to become due to any Security Provider under such Material Contract directly to Security Trustee.

4.5

Further assurances

(a)

Each Security Provider must take, at its own expense, promptly, and in any event within any applicable time limit, whatever action the Security Trustee may require for:

(i)

creating, attaching, perfecting and protecting, and maintaining the priority of, any security interest intended to be created by this Agreement including, without limitation, the execution of any document governed by the laws of the Republic of the Marshall Islands, the laws of Singapore, the laws of Delaware or the laws of the Republic of Liberia, promptly upon request by the Security Trustee;

(ii)

facilitating the enforcement of this Security or the exercise of any right, power or discretion exercisable by the Security Trustee or any of its delegates or sub-delegates in respect of any Collateral;

(iii)

obtaining possession of any Possessory Collateral and control of any Collateral where possession or control is necessary to perfect the security in such Collateral; and

(iv)

facilitating the assignment or transfer of any rights and/or obligations of the Security Trustee or any other Finance Party under this Agreement.

(b)

Each Security Provider irrevocably constitutes and appoints the Security Trustee, with full power of substitution, as such Security Provider’s true and lawful attorney-in-fact, in such Security Provider’s name or in the Security Trustee’s name or otherwise, and at such Security Provider’s expense, to take any of the actions referred to in paragraph (a) above without notice to or the consent of any Security Provider. This power of attorney is a power coupled with an interest and cannot be revoked. Each Security Provider ratifies and confirms all actions taken by the Security Trustee or its agents under this power of attorney.

5.

SURETYSHIP PROVISIONS

5.1

Nature of Security Providers’ obligations

(a)

Each Security Provider’s obligations under this Agreement are independent of any obligation of the Obligors or any other person.

(b)

A separate action or actions may be brought and prosecuted against each Security Provider under this Agreement.

(c)

The Security Trustee may enforce its rights under this Agreement, whether or not any action is brought or prosecuted against the Obligors or any other person and whether or not the Obligors or any other person is joined in any action under this Agreement.

5.2

Waiver of defenses

(a)

Subject to the DIP Order, the obligations of each Security Provider under this Agreement will not be affected by, and each Security Provider irrevocably waives any defense it might have by virtue of, any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Agreement (whether or not known to it or any Finance Party). This includes:

(i)

any time, forbearance, extension or waiver granted to, or composition or compromise with, another person;

(ii)

any taking, variation, compromise, exchange, renewal or release of, or any refusal or failure to perfect or enforce, any rights against, or security over assets of, any person;

(iii)

any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;

(iv)

any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person;

(v)

any amendment, restatement or novation (however fundamental) of a Finance Document or any other document, guaranty or security;

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document, guaranty or security, the intent of the parties being that the Security Trustee’s security interest in the Collateral and each Security Provider’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity;

(vii)

any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of each Security Provider’s obligations under this Agreement construed as if there were no such circumstance; or

(viii)

the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities.

(b)

Each Security Provider unconditionally and irrevocably waives:

(i)

diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Security Trustee or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever;

(ii)

the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy;

(iii)

the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or any Security Provider’s obligations under this Agreement or the enforcement of this Agreement or the Security Trustee’s security interest in the Collateral; and

(iv)

any offset or counterclaim or other right, defense, or claim based on, or in the nature of, any obligation now or later owed to any Security Provider by the Obligors, the Security Trustee or any other Finance Party.

(c)

Each Security Provider irrevocably and unconditionally authorizes the Security Trustee and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of such Security Provider and irrespective of any change in the financial condition of any Obligor.

5.3

Immediate recourse

5.4

Appropriations

(a)

refrain from applying or enforcing any other moneys, security, guaranties or rights held or received by the Security Trustee or that other Finance Party (or any trustee or agent on their behalf) in respect of the Secured Liabilities;

(b)

apply and enforce them in such manner and order as it sees fit (whether against the Secured Liabilities or otherwise); and

(c)

hold in a suspense account any moneys received from any realization of the Collateral, from any Security Provider or on account of any Security Provider’s liability under this Agreement or any other Finance Document, without liability to pay interest on those moneys.

5.5

Non-competition

(a)

the Security Period has expired, or

(b)

the Security Trustee otherwise directs in writing:

(i)

be subrogated to any rights, security or moneys held, received or receivable by the Security Trustee or any other Finance Party (or any trustee or agent on their behalf);

(ii)

be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of such Security Provider’s liability under this Agreement or any other Finance Document;

(iii)

claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with the Security Trustee or any other Finance Party (or any trustee or agent on their behalf); or

(iv)

receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

5.6

Waiver of subrogation

(a)

irrevocably and unconditionally waives, for the benefit of the Security Trustee and the other Finance Parties; and

(b)

agrees not to claim or assert after the Security Trustee has exercised its rights under Clause 8 (When Security becomes enforceable),

5.7

Election of remedies

(a)

Each Security Provider understands that the exercise by the Security Trustee and the other Finance Parties of certain rights and remedies contained in the Finance Documents may affect or eliminate each Security Provider’s right of subrogation and reimbursement against the other Obligors and that such Security Provider may therefore incur a partially or totally non-­ reimbursable liability under this Agreement.

(b)

Each Security Provider expressly authorizes the Security Trustee and the other Finance Parties to pursue their rights and remedies with respect to the Secured Liabilities in any order or fashion they deem appropriate, in their sole and absolute discretion.

(c)

Each Security Provider waives any defense arising out of the absence, impairment, or loss of any or all rights of recourse, reimbursement, contribution, or subrogation or any other rights or remedies of such Security Provider against any other Obligor, any other person or any security, whether resulting from any election of rights or remedies by the Security Trustee or the other Finance Parties, or otherwise.

5.8

Information concerning the Obligors

(a)

Each Security Provider represents and warrants to the Security Trustee and the other Finance Parties that such Security Provider is affiliated with each other Obligor or is otherwise in a position to have access to all relevant information bearing on the present and continuing creditworthiness of each other Obligor and the risk that any Obligor will be unable to pay the Secured Liabilities when due.

(b)

Each Security Provider waives any requirement that the Security Trustee or the other Finance Parties advise such Security Provider of information known to the Security Trustee or any other Finance Party regarding the financial condition or business of any Obligor, or any other circumstance bearing on the risk of non-performance of the Secured Liabilities.

(c)

Each Security Provider assumes sole responsibility for keeping itself informed of the financial condition and business of each other Obligor.

6.

REPRESENTATIONS AND WARRANTIES

6.1

Representations and warranties

6.2

Security Provider

(a)

It is a corporation or limited liability company, duly incorporated or formed and validly existing in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be, as set forth on Schedule 1.

(b)

Its exact legal name, as it appears in the public records of its jurisdiction of incorporation or organization, is set forth on Schedule 1. It has not changed its name, whether by amendment of its organizational documents, reorganization, merger or otherwise, since its date of incorporation or formation (other than Eagle Bulk Shipping Pte. Ltd. which changed its name to Eagle Management Consultancy Pte. Ltd. on or about May 25, 2012).

(c)

Its organizational identification number, as issued by its jurisdiction of incorporation or formation is set forth on Schedule 1.

(d)

The location of its chief executive office is set forth on Schedule 1. It has not changed its chief executive office within the past five years.

(e)

It keeps at its address indicated in Clause 18 (Notices) its corporate records and all records, documents and instruments constituting, relating to or evidencing Collateral.

6.3

The Collateral

(a)

Except as permitted under the Credit Agreement:

(i)

it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in, the Collateral;

(ii)

none of the Collateral is subject to any Lien other than the Security Trustee’s security interest and Permitted Security;

(iii)

it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Collateral, or granted any option, warrant or right with respect to any of the Collateral; and

(iv)

no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Collateral, except for those that create, perfect or evidence the Security Trustee’s security interest or other Permitted Security.

(b)

All Collateral consisting of goods is located solely in the States listed in Schedule 5 (States in which Collateral Consisting of Goods is Located).

(c)

Other than as a result of the Chapter 11 Case, no litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Collateral, and none of the Collateral is subject to any order, writ, injunction, execution or attachment.

6.4

No liability

(a)

Its rights, interests, liabilities and obligations under contractual obligations that constitute part of the Collateral are not affected by this Agreement or the exercise by the Security Trustee of its rights under this Agreement.

(b)

Neither the Security Trustee nor any other Finance Party, unless it expressly agrees in writing, will have any liabilities or obligations under any contractual obligation that constitutes part of the Collateral as a result of this Agreement, the exercise by the Security Trustee of its rights under this Agreement or otherwise.

(c)

Neither the Security Trustee nor any other Finance Party has or will have any obligation to collect upon or enforce any contractual obligation or claim that constitutes part of the Collateral, or to take any other action with respect to the Collateral, other than any obligation under any contract to which the Security Trustee or relevant Finance Party may be a party, outside the knowledge of the Security Provider, if applicable.

6.5

Consideration and solvency

(a)

Terms used in this Subclause have the meanings given to them in, and must be construed in accordance with, the fraudulent transfer laws.

(b)

It will receive valuable direct and indirect benefits as a result of the transactions contemplated by the Finance Documents and these benefits constitute “reasonably equivalent value” and “fair consideration” as those terms are used in the fraudulent transfer laws.

(c)

To the best of its knowledge, the Finance Parties have acted in good faith in connection with the transactions contemplated by this Agreement.

(d)

It has not made a transfer or incurred an obligation under this Agreement with the intent to hinder, delay or defraud any of its present or future creditors.

6.6

Times for making representations and warranties

(a)

The representations and warranties set out in this Agreement (including in this Clause) are made on the date of this Agreement, the Effective Date, the Initial Funding Date and the Final Funding Date.

(b)

Unless a representation and warranty is expressed to be given at a specific date, all representations and warranties under this Agreement are deemed to be repeated by each Security Provider on the date of each borrowing request and the first day of each Interest Period during the Security Period with reference to the facts and circumstances then existing.

(c)

When representations and warranties are repeated, they are applied to the circumstances existing at the time of repetition.

(d)

The representations and warranties of the Security Providers contained in this Agreement or made by any Security Provider in any certificate, notice or report delivered under this Agreement will survive each Utilization Date, the making and repayment of the Loans, and any novation, transfer or assignment of the Loans.

7.

UNDERTAKINGS

7.1

Undertakings

7.2

The Security Providers

(a)

Each Security Provider must preserve its corporate existence and will not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets.

(b)

No Security Provider may change the jurisdiction of its incorporation or organization.

(c)

No Security Provider may change its name without providing the Security Trustee with 30 days’ prior written notice.

(d)

Each Security Provider must keep at its address indicated in Clause 18 (Notices) its corporate records and all records, documents and instruments constituting, relating to or evidencing Collateral.

(e)

Each Security Provider permits the Security Trustee and its agents and representatives, during normal business hours and upon reasonable notice, to inspect the Collateral, to examine and make copies of and abstracts from the records referred to in paragraph (d) above, and to discuss matters relating to the Collateral directly with each Security Provider’s officers and employees.

(f)

At the Security Trustee’s request, each Security Provider must provide the Security Trustee with any information concerning the Collateral that the Security Trustee may reasonably request.

7.3

The Collateral

(a)

Except as expressly permitted by the Credit Agreement or this Agreement, each Security Provider:

(i)

must maintain sole legal and beneficial ownership of its rights, title and interest in the Collateral;

(ii)

must not permit any Collateral to be subject to any Lien other than the Security Trustee’s security interest and other Permitted Security must at all times warrant and defend the Security Trustee’s security interest in the Collateral against all other Liens and claimants;

(iii)

must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing;

(iv)

must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Collateral; and

(v)

must not take any action which would result in a reduction in the value of any Collateral.

(b)

The Collateral must remain personal property at all times. No Security Provider may affix any of the Collateral to any real property in any manner which would change its nature from that of personal property to real property or to a fixture.

(c)

Each Security Provider must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all taxes, assessments and charges imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, provided that no Security Provider shall be required to pay any such tax, assessment, charge or claim which is being contested in good faith and by appropriate proceedings if it has maintained adequate reserves with respect thereto in accordance with generally accepted accounting principles.

(d)

In any suit, legal action, arbitration or other proceeding involving the Collateral or the Security Trustee’s security interest, each Security Provider must take all lawful action to avoid impairment of the Security Trustee’s security interest or the Security Trustee’s rights under this Agreement or the imposition of a Lien on any Collateral.

7.4

Notices

(a)

Each Security Provider must give the Security Trustee prompt notice of the occurrence of any of the following events:

(i)

any pending or threatened claim, suit, legal action, arbitration or other proceeding involving or affecting any Security Provider or any Collateral which could reasonably be expected to have a Material Adverse Effect, if adversely determined;

(ii)

any loss or damage to any portion of the Collateral that could have a Material Adverse Effect; or

(iii)

any representation or warranty contained in this Agreement is or becomes untrue, incorrect or incomplete in any material respect.

(b)

Each notice delivered under this Clause, must include:

(i)

reasonable details about the event; and

(ii)

such Security Provider’s proposed course of action.

8.

WHEN SECURITY BECOMES ENFORCEABLE

9.

ENFORCEMENT OF SECURITY

9.1

Events of Default

(a)

a Security Provider does not comply with Clause 7.3(a) (The Collateral)

(b)

a Security Provider does not comply with any other term of this Agreement or any Control Agreement to which it is a party unless the non-compliance:

(i)

is capable of remedy; and

(ii)

is remedied within 10 days of receipt of written notice from the Security Trustee to such Security Provider or the Security Provider’s becoming aware of such breach;

(c)

a representation or warranty made or repeated in this Agreement or any Control Agreement, is untrue or incorrect in any material aspect when made or deemed to be repeated;

(d)

any attachment, execution or levy is made in respect of any part of the Collateral; or

(e)

an “Event of Default” (as that term is defined in the Credit Agreement) occurs.

9.2

General

(a)

In accordance with the DIP Order, after an Event of Default has occurred and is continuing, the Security Trustee may immediately, in its absolute discretion, exercise any right under:

(i)

applicable law; or

(ii)

this Agreement,

(b)

This includes:

(i)

any rights and remedies available to the Security Trustee under applicable law and under the UCC (whether or not the UCC applies to the affected Collateral and regardless of whether or not the UCC is the law of the jurisdiction where the rights or remedies are asserted) as if those rights and remedies were set forth in this Agreement in full;

(ii)

transferring or assigning to, or registering in the name of, the Security Trustee or its nominees any of the Collateral;

(iii)

exercising any consent and other rights relating to any Collateral;

(iv)

performing or complying with any contractual obligation that constitutes part of the Collateral;

(v)

receiving, endorsing, negotiating, executing and delivering or collecting upon any check, draft, note, acceptance, chattel paper, account, instrument, document, letter of credit, contract, agreement, receipt, release, bill of lading, invoice, endorsement, assignment, bill of sale, deed, security, share certificate, stock power, proxy, or instrument of conveyance or transfer constituting or relating to any Collateral;

(vi)

asserting, instituting, filing, defending, settling, compromising, adjusting, discounting or releasing any suit, action, claim, counterclaim, right of set-off or other right or interest relating to any Collateral;

(vii)

executing and delivering acquittances, receipts and releases in respect of Collateral; and

(viii)

exercising any other right or remedy available to the Security Trustee under the other Finance Documents or any other agreement between the parties.

9.3

Collections after an Event of Default

(a)

If an Event of Default occurs and is continuing, each Security Provider must hold all funds and other property received or collected in respect of the Collateral in trust for the Security Trustee, and must keep these funds and this other property segregated from all other funds and property so as to be capable of identification.

(b)

Each Security Provider must deliver those funds and that other property to the Security Trustee in the identical form received, properly endorsed or assigned when required to enable the Security Trustee to complete collection.

(c)

After the occurrence and during the continuation of an Event of Default, no Security Provider may settle, compromise, adjust, discount or release any claim in respect of Collateral or accept any returns of merchandise other than in the ordinary course of business.

9.4

Security Trustee’s rights upon default

(a)

Each Security Provider irrevocably constitutes and appoints the Security Trustee, with full power of substitution, as such Security Provider’s true and lawful attorney-in-fact, in such Security Provider’s name or in the Security Trustee’s name or otherwise, and at the Security Providers’ expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of any Security Provider. This power of attorney is a power coupled with an interest and cannot be revoked. Each Security Provider ratifies and confirms all actions taken by the Security Trustee or its agents under this power of attorney.

(b)

Each Security Provider agrees that 10 days’ notice shall constitute reasonable notice m connection with any sale, transfer or other disposition of Collateral.

(c)

The Security Trustee may comply with any applicable state or federal law requirements in connection with a disposition of Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral.

(d)

The grant to the Security Trustee under this Agreement of any right, power or remedy does not impose upon the Security Trustee any duty to exercise that right, power or remedy. The Security Trustee will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Collateral.

(e)

The Security Providers bear the risk of loss, damage, diminution in value, or destruction of the Collateral provided that, the Security Trustee shall use reasonable care in the custody and preservation of all Collateral in the Security Trustee’s possession in accordance with Section 9-207(a) of the UCC.

(f)

The Security Trustee will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care.

(g)

The Security Trustee makes no express or implied representations or warranties with respect to any Collateral or other property released to any Security Provider or its successors and assigns.

(h)

Each Security Provider agrees that the Security Trustee will have met its duty of care under applicable law if it holds, maintains and disposes of Collateral in the same manner that it holds, maintains and disposes of property for its own account.

(i)

Except as set forth in this Clause or as required under applicable law, the Security Trustee will have no duties or obligations under this Agreement or otherwise with respect to the Collateral.

(j)

The sale, transfer or other disposition under this Agreement of any right, title, or interest of a Security Provider in any item of Collateral will:

(i)

operate to divest such Security Provider permanently and all persons claiming under or through such Security Provider of that right, title, or interest, and

(ii)

be a perpetual bar, both at law and in equity, to any claims by such Security Provider or any person claiming under or through such Security Provider,

9.5

No marshaling

(a)

The Security Trustee need not, and each Security Provider irrevocably waives and agrees that it will not invoke or assert any law requiring the Security Trustee to:

(i)

attempt to satisfy the Secured Liabilities by collecting them from any other person liable for them; or

(ii)

marshal any security or guarantee securing payment or performance of the Secured Liabilities or any particular asset of such Security Provider.

(b)

The Security Trustee may release, modify or waive any collateral or guarantee provided by any other person to secure any of the Secured Liabilities, without affecting the Security Trustee’s rights against any Security Provider.

10.

APPLICATION OF PROCEEDS

(a)

first, in or towards payment of or provision for all costs and expenses incurred by the Security Trustee or any other Finance Party in connection with the enforcement of this Security;

(b)

second, in or towards payment of, or provision for, the Secured Liabilities in accordance with the Credit Agreement; and

(c)

third, in payment of the surplus (if any) to the Security Providers or any other person entitled to it under applicable law.

11.

EXPENSES AND INDEMNITY

(a)

Each Security Provider must pay immediately on demand to the Security Trustee all costs and expenses incurred by the Security Trustee any other Finance Party, attorney, manager, delegate, sub-delegate, agent or other person appointed by the Security Trustee under this Agreement for the purpose of enforcing its rights under this Agreement. This includes:

(i)

costs of foreclosure and of any transfer, disposition or sale of Collateral;

(ii)

costs of maintaining or preserving the Collateral or assembling it or preparing it for transfer, disposition or sale;

(iii)

costs of obtaining money damages; and

(iv)

fees and expenses of attorneys employed by the Security Trustee for any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of any amendment or restructuring, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.

(b)

Each Security Provider must indemnify and keep indemnified the Security Trustee, the other Finance Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney’s fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person (including any Finance Party) in any way relating to or arising out of:

(i)

this Agreement;

(ii)

the Collateral;

(iii)

the Security Trustee’s security interest in the Collateral;

(iv)

any Event of Default;

(v)

any action taken or omitted by the Security Trustee under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or

(vi)

any transfer sale or other disposition of or any realization on Collateral.

(c)

No Security Provider will be liable to an indemnified party to the extent any liability results from that indemnified party’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). Payment by an indemnified party will not be a condition precedent to the obligations of each Security Provider under this indemnity.

(d)

This Clause survives the Effective Date, the making and repayment of the Loans, any novation, transfer or assignment of the Loans and the termination of this Agreement.

12.

DELEGATION

12.1

Power of attorney

12.2

Terms

12.3

Liability

13.

EVIDENCE AND CALCULATIONS

14.

CHANGES TO THE PARTIES

14.1

Security Providers

14.2

Security Trustee

(a)

The Security Trustee may assign or transfer its rights and obligations under this Agreement in the manner permitted under the Credit Agreement.

(b)

Each Security Provider waives and will not assert against any assignee of the Security Trustee any claims, defenses or set-offs which such Security Provider could assert against the Security Trustee except for defenses which cannot be waived under applicable law.

14.3

Successors and assigns

15.

MISCELLANEOUS

15.1

Amendments and waivers

15.2

Waivers and remedies cumulative

(a)

The rights and remedies of the Security Trustee under this Agreement:

(i)

may be exercised as often as necessary;

(ii)

are cumulative and not exclusive of its rights under applicable law; and

(iii)

may be waived only in writing and specifically.

(b)

Delay in exercising, or non-exercise, of any right or remedy under this Agreement is not a waiver of that right or remedy.

15.3

Counterparts

16.

SEVERABILITY

(a)

the legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or

(b)

the legality, validity or enforceability in any other jurisdiction of that or any other term of this Agreement.

17.

RELEASE

18.

NOTICES

18.1

Notices

18.2

Contact details

(a)

The contact details of each Security Provider for this purpose are:

(b)

The contact details of the Security Trustee for this purpose are:

(c) 

Either party may change its contact details by giving five Business Days' notice to the other party. 

(d)

Where a party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

18.3

Effectiveness

(a)

Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(i)

if by way of fax, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)

Any communication or document which becomes effective, in accordance with paragraph (a) above, after 5:00p.m. in the place of receipt shall be deemed only to become effective on the following day.

19.

GOVERNING LAW

20.

ENFORCEMENT

20.1

Jurisdiction

(a)

For the benefit of the Security Trustee, each Security Provider agrees that the Bankruptcy Court (and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any New York State court or Federal court sitting in the City and County of New York) has jurisdiction to settle any disputes in connection with this Agreement and accordingly submits to the jurisdiction of those courts.

(b)

Each Security Provider:

(i)

waives objection to the Bankruptcy Court, New York State and Federal courts on grounds of personal jurisdiction, inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and

(ii)

agrees that a judgment or order of the Bankruptcy Court, a New York State or Federal court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

(c)

Nothing in this Clause limits the right of the Security Trustee or any other Finance Party to bring proceedings against any Security Provider in connection with this Agreement:

(i)

in any other court of competent jurisdiction; or

(ii)

concurrently in more than one jurisdiction.

20.2

Service of Process

(a)

Each Security Provider agrees that service of process may be made on it by personal service of a copy of the summons and complaint or other legal process in any such suit, action or proceeding or by registered or certified mail (postage prepaid) to its address specified in Clause 18.2 (Contact Details), or by any other method of service provided for under the applicable laws in effect in the State of New York.

20.3

Waiver of immunity

20.4

Complete Agreement

20.5

Waiver of Jury Trial

20.6

Control by or Delivery to Prepetition Agent

Jurisdiction of formation

Eagle Bulk Shipping Inc.

Marshall Islands

14155

477 Madison Avenue, Suite 1405 
New York, NY 10022

Avocet Shipping LLC

Marshall Islands

961535

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Bittern Shipping LLC

Marshall Islands

961510

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Canary Shipping LLC

Marshall Islands

961511

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Cardinal Shipping LLC

Marshall Islands

960647

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Condor Shipping LLC

Marshall Islands

960610

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Crane Shipping LLC

Marshall Islands

961536

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Crested Eagle Shipping LLC

Marshall Islands

961008

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Crowned Eagle Shipping LLC

Marshall Islands

961009

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Egret Shipping LLC

Marshall Islands

961537

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Gannet Shipping LLC

Marshall Islands

961584

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Golden Eagle Shipping LLC

Marshall Islands

960908

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Goldeneye Shipping LLC

Marshall Islands

961351

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Grebe Shipping LLC

Marshall Islands

961585

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Harrier Shipping LLC

Marshall Islands

960611

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Hawk Shipping LLC

Marshall Islands

960608

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Ibis Shipping LLC

Marshall Islands

961586

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Imperial Eagle Shipping LLC

Marshall Islands

960909

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Jaeger Shipping LLC

Marshall Islands

960845

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Jay Shipping LLC

Marshall Islands

961654

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Kingfisher Shipping LLC

Marshall Islands

961655

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Kite Shipping LLC

Marshall Islands

960635

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Kittiwake Shipping LLC

Marshall Islands

960847

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Martin Shipping LLC

Marshall Islands

961656

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Merlin Shipping LLC

Marshall Islands

960723

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Nighthawk Shipping LLC

Marshall Islands

961842

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Oriole Shipping LLC

Marshall Islands

960848

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Osprey Shipping LLC

Marshall Islands

960634

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Owl Shipping LLC

Marshall Islands

961886

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Peregrine Shipping LLC

Marshall Islands

960646

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Puffin Shipping LLC

Marshall Islands

961147

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Redwing Shipping LLC

Marshall Islands

961354

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Roadrunner Shipping LLC

Marshall Islands

961148

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Sandpiper Shipping LLC

Marshall Islands

961149

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Shrike Shipping LLC

Marshall Islands

961010

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Skua Shipping LLC

Marshall Islands

961011

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Sparrow Shipping LLC

Marshall Islands

960636

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Stellar Eagle Shipping LLC

Marshall Islands

961061

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Tern Shipping LLC

Marshall Islands

960850

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Thrasher Shipping LLC

Marshall Islands

961512

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Thrush Shipping LLC

Marshall Islands

961781

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Woodstar Shipping LLC

Marshall Islands

961391

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Wren Shipping LLC

Marshall Islands

961353

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Agali Shipping S.A.

Marshall Islands

22708

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Eagle Bulk Pte. Ltd

Singapore

201014311N

c/o Eagle Bulk Pte. Ltd., 41 Cuppase Road, # 07-02/03
Singapore, 229469

Griffon Shipping LLC

Marshall Islands

960644

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Heron Shipping LLC

Marshall Islands

960722

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Kampia Shipping S.A.

Marshall Islands

22441

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Marmaro Shipping S.A.

Marshall Islands

22711

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Mesta Shipping S.A.

Marshall Islands

22440

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Mylos Shipping S.A.

Marshall Islands

22709

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Nagos Shipping S.A.

Marshall Islands

22799

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Rahi Shipping S.A,

Marshall Islands

22710

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Sirikari Shipping S.A.

Marshall Islands

22707

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Spilia Shipping S.A.

Marshall Islands

23053

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Anemi Maritime Services S.A.

Liberia

C-107667

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Eagle Bulk (Delaware) LLC

Delaware

4205214

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Eagle Management Consultancy Pte. Ltd.

Singapore

201014812W

c/o Eagle Management Consultancy

Pte. Ltd.

51 Cuppage Road, #07-02/03

Singapore, 229469

Eagle Management Consultants LLC

Delaware

4697620

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Eagle Ship Management LLC

Delaware

4697618

c/o Eagle Shipping International (USA) LLC, 477 Madison Avenue, Suite 1405 
New York, NY 10022

Eagle Shipping International (USA) LLC

Marshall Islands

960607

477 Madison Avenue, Suite 1405 
New York, NY 10022

Security Provider

Account no.

Currency

Name and location of bank or financial institution

Eagle Bulk Shipping Inc.

EAGBUSH-USD1

USD

RBS, London

Eagle Bulk Shipping Inc.

705798267

USD

HSBC Bank USA N.A., New York

Eagle Bulk Shipping Inc.

TBD¹

USD

HSBC Bank USA N.A., New York

Avocet Shipping LLC

AVOCSHIP-USDA

USD

RBS, London

Bittern Shipping LLC

BITTSHIP-USDA

USD

RBS, London

Canary Shipping LLC

CANASHIP-USDA

USD

RBS, London

Cardinal Shipping LLC

CARDISHI-USD1

USD

RBS, London

Condor Shipping LLC

CONDSHI-USD1

USD

RBS, London

Crane Shipping LLC

CRANSHIP-USDA

USD

RBS, London

Crested Eagle Shipping LLC

CREEAGSH-USDA

USD

RBS, London

Crowned Eagle Shipping LLC

CROEAGSH-USDA

USD

RBS, London

Egret Shipping LLC

EGRESHIP-USDA

USD

RBS, London

Falcon Shipping LLC

FALCSHI-USD1

USD

RBS, London

Gannet Shipping LLC

GANNSHIP-USDA

USD

RBS, London

Golden Eagle Shipping LLC

GOEASH-USD1

USD

RBS, London

Goldeneye Shipping LLC

GOEYSHIP-USD1

USD

RBS, London

Grebe Shipping LLC

GREBSHIP-USDA

USD

RBS, London

Harrier Shipping LLC

HARSHI-USD1

USD

RBS, London

Hawk Shipping LLC

HAWKSHI-USD1

USD

RBS, London

Ibis Shipping LLC

IBISSHIP-USDA

USD

RBS, London

Imperial Eagle Shipping LLC

IMEASH-USD1

USD

RBS, London

Jaeger Shipping LLC

JAESHI-USD1

USD

RBS, London

Jay Shipping LLC

JAYSHI-USDA

USD

RBS, London

Kestrel Shipping LLC

KESSHI-USD1

USD

RBS, London

Kingfisher Shipping LLC

KINSHI-USDA

USD

RBS, London

Kite Shipping LLC

KITESHI-USD1

USD

RBS, London

Kittiwake Shipping LLC

KITTSHI-USDA

USD

RBS, London

Martin Shipping LLC

MARTSHIP-USDA

USD

RBS, London

Merlin Shipping LLC

MERLSHIP-USD1

USD

RBS, London

Nighthawk Shipping LLC

NIGSHI-USDA

USD

RBS, London

Oriole Shipping LLC

ORIOSHIP-USD1

USD

RBS, London

Osprey Shipping LLC

OSPRSHI-USD1

USD

RBS, London

Owl Shipping LLC

OWLSHI-USD1

USD

RBS, London

Peregrine Shipping LLC

PERESHI-USD1

USD

RBS, London

Petrel Shipping LLC

PETSHIPL-USD1

USD

RBS, London

Puffin Shipping LLC

PUFSHI-USD1

USD

RBS, London

Redwing Shipping LLC

REDWSHIP-USD1

USD

RBS, London

Roadrunner Shipping LLC

ROASHI-USD1

USD

RBS, London

Sandpiper Shipping LLC

SANDSHIP-USD1

USD

RBS, London

Shrike Shipping LLC

SHRSHI-USDA

USD

RBS, London

Skua Shipping LLC

SKUASH-USDA

USD

RBS, London

Sparrow Shipping LLC

SPARSHI-USD1

USD

RBS, London

Stellar Eagle Shipping LLC

STEEAGSH-USDA

USD

RBS, London

Tern Shipping LLC

TERNSHI-USD1

USD

RBS, London

Thrasher Shipping LLC

THRASHIP-USDA

USD

RBS, London

Thrush Shipping LLC

THRSHIP-USDA

USD

RBS, London

Woodstar Shipping LLC

WOODSHIP-USD1

USD

RBS, London

Wren Shipping LLC

WRENSHIP-USD1

USD

RBS, London

Agali Shipping S.A.

None.

N/A

N/A

Eagle Bulk Pte. Ltd.

05.03.22.672

USD

The Royal Bank

of Scotland N.V.,

Singapore

Eagle Bulk Pte. Ltd.

62-9319237-001

SGD

Oversea-Chinese

Banking

Corporation

Limited, Singapore

Eagle Bulk Pte. Ltd.

EBPLG

USD

DBS Bank Ltd., Singapore

Griffon Shipping LLC

GRIFSHI-USD1

USD

RBS, London

Heron Shipping LLC

HEROSHIP-USD1

USD

RBS, London

Kampia Shipping S.A.

None.

N/A

N/A

Marmaro Shipping S.A.

None.

N/A

N/A

Mesta Shipping S.A.

None.

N/A

N/A

Mylos Shipping S.A.

None.

N/A

N/A

Nagos Shipping S.A.

None.

N/A

N/A

Rahi Shipping S.A,

None.

N/A

N/A

Sirikari Shipping S.A.

None.

N/A

N/A

Spilia Shipping S.A.

None.

N/A

N/A

Anemi Maritime Services S.A.

None.

N/A

N/A

Eagle Bulk (Delaware) LLC

None.

N/A

N/A

Eagle Management Consultancy Pte. Ltd.

05.03.22.702

USD

The Royal Bank of

Scotland N.V.,

Singapore

Eagle Management Consultancy Pte. Ltd.

003-926528-0

SGD

DBS Bank Ltd., Singapore

Eagle Management Consultancy Pte. Ltd.

003-392261-02

SGD

DBS Bank Ltd., Singapore

Eagle Management Consultants LLC

EAMACO-USDA

USD

RBS, London

Eagle Ship Management LLC

EASHMA-USDA

USD

RBS, London

Eagle Shipping International (USA) LLC

EASHINUS-USD1

USD

RBS, London

Eagle Shipping International (USA) LLC

50028634

GBP

RBS, London

Eagle Shipping International (USA) LLC

705741605

USD

HSBC Bank USA, N.A., New York

Eagle Shipping International (USA) LLC

705471934

USD

HSBC Bank USA, N.A., New York

(a)

disclose to the Security Trustee any information relating to the Contract which the Security Trustee may request;

(b)

comply with the terms of any notice or instruction you receive from the Security Trustee relating to the Contract; and

(c)

send copies of any notices and other information required or permitted to be sent to us under the Contract to the Security Trustee as follows: