FIRST AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO THE
PREFERRED STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 19, 2016 by and among Eagle Bulk Shipping, Inc., a Republic of the Xxxxxxxx Islands corporation (the “Company”), and the parties listed on Schedule 1 (each a “Purchaser” and collectively the “Purchasers”) of the Preferred Stock Purchase Agreement, dated as of May 26, 2016, by and among the Company and the Purchasers (the “Purchase Agreement”). Initially capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.
RECITALS
WHEREAS, the Company and the Purchasers entered into the Purchase Agreement on May 26, 2016;
WHEREAS, pursuant to Section 8.4 of the Purchase Agreement, the Company and each of the Purchasers desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Amendment to Section 7.1 of the Purchase Agreement. Effective as of the date hereof, Section 7.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“Section 7.1 Termination. This Agreement may be terminated on a Purchaser-by-Purchaser basis (i) by mutual consent between the Company and such Purchaser evidenced in writing and (ii) by such Purchaser or the Company if the Closing does not occur on or before September 1, 2016, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement.”
Section 2. Confirmation and Effect. Except as set forth in Section 1 of this Amendment, the provisions of the Purchase Agreement shall remain unchanged and in full force and effect in accordance with its terms following the effectiveness of this Amendment. Each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Purchase Agreement as amended hereby, and each reference to the Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby.
Section 3. Miscellaneous.
(A) |
Complete Agreement. This Amendment and the Purchase Agreement (including all Exhibits and Schedules attached thereto), together, constitute the entire agreement of the Parties hereto with respect to the subject matter of this Amendment and the Purchase Agreement and supersede all other prior negotiations, agreements and understandings, whether written or oral, among the Parties hereto with respect to the subject matter of this Amendment and the Purchase Agreement. |
(B) |
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Amendment, facsimile and .pdf signatures shall be deemed originals for all purposes. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Amendment, to be effective on the date first above written.
|
| ||
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxx |
|
|
|
Name: Xxxx Xxxxxx |
|
|
|
Title: Chief Financial Officer |
|
|
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 Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
|
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
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 Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
|
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
OAKTREE OPPORTUNITIES FUND VIIIB, L.P.
By: Oaktree Opportunities Fund VIIIb GP, L.P., its General Partner
By: Oaktree Opportunities Fund VIIIb GP Ltd., its General Partner
By: Oaktree Capital Management, L.P., its Director |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
OAKTREE OPPORTUNITIES FUND VIIIB (PARALLEL), L.P.
By: Oaktree Opportunities Fund VIIIb GP, L.P., its General Partner
By: Oaktree Opportunities Fund VIIIb GP Ltd., its General Partner
By: Oaktree Capital Management, L.P., its Director |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
OAKTREE OPPORTUNITIES IX, L.P.
By: Oaktree Opportunities Fund IX GP, L.P., its General Partner
By: Oaktree Opportunities Fund IX GP Ltd., its General Partner
By: Oaktree Capital Management, L.P., its Director |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
OAKTREE OPPORTUNITIES FUND IX (PARALLEL), L.P.
By: Oaktree Opportunities Fund IX GP, L.P., its General Partner
By: Oaktree Opportunities Fund IX GP Ltd., its General Partner
By: Oaktree Capital Management, L.P., its Director |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
|
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
By: Oaktree Opportunities Fund IX GP, L.P., its General Partner
By: Oaktree Opportunities Fund IX GP Ltd., its General Partner
By: Oaktree Capital Management, L.P., its Director |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
|
Name: Xxxxxxx Xxxxx |
|
|
|
Title: Managing Director |
|
Notice Information: | Oaktree Capital Management, L.P. | ||
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 |
|||
Attn: Xxxxxxx Xxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxx.xxx |
NB DISTRESSED DEBT MASTER FUND LP | |||
|
By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as Investment Manager |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Senior Vice President |
|
Notice Information: | NB Distressed Debt Master Fund LP | ||
c/o Neuberger Xxxxxx 000 X. Xx Xxxxx Xx., Xxxxx 0000 Xxxxxxx, XX 00000 |
|||
Attn: Bank Loan Team
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: 00000000000@xxx.xxxxxxx.xxx |
|||
with a copy to:
Email: XXXxxxXxxxXxxxxxxxxxx@xx.xxx |
NB DISTRESSED DEBT INVESTMENT FUND LIMITED | |||
|
By: Xxxxxxxxx Xxxxxx Investment Advisers LLC, as Investment Manager |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Senior Vice President |
|
Notice Information: | NB Distressed Debt Investment Fund Limited | ||
c/o Neuberger Xxxxxx 000 X. Xx Xxxxx Xx., Xxxxx 0000 Xxxxxxx, XX 00000 |
|||
Attn: Bank Loan Team
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: 00000000000@xxx.xxxxxxx.xxx |
|||
with a copy to:
Email: XXXxxxXxxxXxxxxxxxxxx@xx.xxx |
GOLDENTREE 2004 TRUST | |||
|
By: GoldenTree Asset Management, LP, its Investment Advisor |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
Name: Xxxxx Xxxxx |
|
|
|
Title: Director—Bank Debt |
|
Notice Information: | GoldenTree 2004 Trust | ||
000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
|||
Attn: Xxxxx XxXxxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXXXXXXXXX@xxxxxxxxxx.xxx |
GT NM, L.P. | |||
|
By: GoldenTree Asset Management, LP |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
Name: Xxxxx Xxxxx |
|
|
|
Title: Director—Bank Debt |
|
Notice Information: | GT NM, L.P. | ||
000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
|||
Attn: Xxxxx XxXxxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXXXXXXXXX@xxxxxxxxxx.xxx |
|
SAN BERNARDINO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION |
| |
By: GoldenTree Asset Management, LP | |||
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
Name: Xxxxx Xxxxx |
|
|
|
Title: Director—Bank Debt |
|
Notice Information: | San Bernardino County Employees’ Retirement Association | ||
000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
|||
Attn: Xxxxx XxXxxxx
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: XXXXXXXXXXX@xxxxxxxxxx.xxx |
|
XXXX AND XXXXXX XXXXXXXXX FAMILY FOUNDATION |
| |
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxxxx |
|
|
|
Title: Authorized Signatory |
|
Notice Information: | Xxxx and Xxxxxx Xxxxxxxxx Family Foundation | ||
00 Xxxxx Xxxx Xxxxxxxx, XX 00000 |
|||
Attn: Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxxxxx
Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxx.xxx |
|
XXXX X. XXXXX |
| |
|
|
|
|
|
|
|
|
|
/s/ Xxxx X. Xxxxx |
| |
|
|
|
|
Notice Information: |
|
| |
000 Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
|||
Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxxxx.xxx |
[Signature Page to Amendment]
|
XXXX XXXXX |
| |
|
|
|
|
|
|
|
|
|
/s/ Xxxx Xxxxx |
| |
|
|
|
|
Notice Information: |
|
Xxxx Xxxxx |
|
000 Xxxxxxxxxx Xxxxxx | |||
Xxx, XX 00000 | |||
Phone: (000) 000-0000 | |||
Fax: (000) 000-0000 | |||
Email: xxxxxx@xxxxxx.xxx |