STEALTHGAS INC.
  DEUTSCHE BANK AG
FILIALE DEUTSCHLANDGESCHÄFT
 
 SECOND
SUPPLEMENTAL AGREEMENT




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Index
 Clause
    
    
    
    Page No1
    
    INTERPRETATION
    
    
    12
    
    AGREEMENT OF THE LENDER
    
    
    13
    
    CONDITIONS PRECEDENT
    
    
    24
    
    REPRESENTATIONS AND WARRANTIES
    
    
    35
    
    AMENDMENTS TO LOAN AGREEMENT AND OTHER SECURITY DOCUMENTS
    
    
    36
    
    FURTHER ASSURANCES
    
    
    47
    
    EXPENSES
    
    
    58
    
    NOTICES
    
    
    58
    
    SUPPLEMENTAL
    
    
    59
    
    LAW AND JURISDICTION
    
    
    5




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THIS SECOND SUPPLEMENTAL AGREEMENT
 BETWEEN
 (1)
    
    STEALTHGAS INC.as borrower (the Borrower); and(2)
    
    DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFTas lender (the Lender).
 BACKGROUND
 (A)
    
    Pursuant to a loan agreement dated 12 February 2008 as amended by a supplemental agreement
dated 21 October 2009 made between (i) the Borrower and (ii) the Lender, the Lender has
made available to the Borrower a loan facility of up to USD40,250,000.(B)
    
    The total amount outstanding under the Loan Agreement as at the date hereof is
USD35,250,000.(C)
    
    The Borrower has made a request to the Lender to amend the Loan Agreement.(D)
    
    This Agreement sets out the terms and conditions on which the Lender agrees at the
request of the Borrower to amend the Loan Agreement.
 IT IS AGREED
 1
    
    INTERPRETATION1.1
    
    Defined expressions.Words and expressions defined in the Loan Agreement shall have
the same meanings when used in this Agreement unless the context otherwise requires.1.2
    
    Definitions.In this Agreement, unless the contrary intention appears:Conditions Satisfaction Date means, the date on which the Lender shall have received
all of the documents referred to in clause 3.1;Loan Agreement means the loan agreement dated 12 February 2008 as amended by a
supplemental agreement dated 21 October 2009 referred to in Recital (A); andSecond Mortgage Addendum means a second addendum to the Mortgage, in such form as the
Lender may require in its sole discretion.1.3
    
    Application of construction and interpretation provisions of Loan Agreement.Clauses 1.2,
1.3 and 1.4 of the Loan Agreement apply, with any necessary modifications, to this
Agreement.2
    
    AGREEMENT OF THE LENDER2.1
    
    Agreement of the Lender.The Lender, relying upon each of the representations and
warranties in Clause 4 and subject to Clause 3. agrees to amend the Loan Agreement as set
out in Clauses 5.1 and 5.2 below with effect from the dates stated respectively in those
Clauses.
 
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2.2
    
    Waiver.The Lender hereby waives the obligations of the Borrower set out in Clause 8.2
of the Loan Agreement until the earlier of (i) 30th April 2010 (or such other date as the
Lender may agree in writing) and (ii) the Conditions Satisfaction
Date.3
    
    CONDITIONS PRECEDENT3.1
    
    Conditions precedent.The conditions referred to in Clause 2.1 are that the Lender shall
have received the following documents:(a)
    
    Corporate documentsCertified Copies of all documents which evidence or relate to the constitution of the
Borrower and the Guarantor and its current corporate existence;(b)
    
    Corporate authorities
 (i)
    
    Certified Copies of resolutions of the directors of the Borrower and the
Guarantor approving such of this Agreement and the Second Mortgage Addendum to
which the Borrower or the Guarantor is a party and authorising the execution and
delivery thereof and performance of the Borrowers or the Guarantors
obligations thereunder, additionally certified by an officer of the Borrower or
the Guarantor as having been duly passed at a duly convened meeting of the
directors of the Borrower or the Guarantor and not having been amended, modified
or revoked and being in full force and effect; and(ii)
    
    originals of any powers of attorney issued by the Borrower and the
Guarantor pursuant to such resolutions;
 (c)
    
    Certificate of incumbencya list of directors and officers of the Borrower and the Guarantor specifying the names
and positions of such persons, certified by an officer of the Borrower or the Guarantor
to be true, complete and up to date;(d)
    
    Second Mortgage Addendum registrationevidence that the Second Mortgage Addendum has been duly registered against the Vessel
in accordance with the laws of the Marshall Islands;(e)
    
    Laws of the Marshall Islands opinionan opinion of the Lenders nominated special legal advisers in respect of the laws of
the Marshall Islands;(f)
    
    London Agentdocumentary evidence that the agent for service of process
named in clause 18.2 of the
Loan Agreement has accepted its appointment in respect of this Agreement;
 
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(g)
    
    Further opinions, etcany further opinions, consents, agreements and documents in
connection with this
Agreement and the Security Documents which the Lender may request by notice to the
Borrower;(h)
    
    Endorsementthe endorsement at the end of this Agreement signed by each Security Party (other than
the Borrower).4
    
    REPRESENTATIONS AND WARRANTIES4.1
    
    Repetition of Loan Agreement representations and warranties.The Borrower represents and
warrants to the Lender that the representations and warranties in Clause 7 of the Loan
Agreement, as amended and supplemented by this Agreement and updated with appropriate
modifications to refer to this Agreement, remain true and not misleading if repeated on
the date of this Agreement with reference to the circumstances now existing,5
    
    AMENDMENTS TO LOAN AGREEMENT AND OTHER SECURITY DOCUMENTS5.1
    
    Specific amendments to Loan Agreement.With effect on and from the date of this Agreement
the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as
follows:
 (a)
    
    by adding in Clause 1.2 thereof the definition of Second Mortgage
Addendum as set out in Clause 1.2 of this Agreement;(c)
    
    by deleting the definition of Margin in Clause 1.2 thereof and replacing it
with: Margin means until and including 31 December 2009 two per cent (2%)
per annum, and thereafter two point five per cent (2.5%) per annum; and(e)
    
    by construing references throughout to this Agreement, hereunder and
other like expressions as if the same referred to the Loan Agreement as
amended and supplemented by this Clause 5.1 of this Agreement.
 5.2
    
    Specific amendments to Loan Agreement.With effect on and from the Conditions
Satisfaction Date the Loan Agreement shall be, and shall be deemed by this Agreement to
be, amended as follows:
 (a)
    
    by adding at the end of the definition of Mortgage the words, and as
further amended by the Second Mortgage Addendum;(b)
    
    by deleting the definition of Required Security Amount and replacing it
with:Required Security Amount means the amount in USD (as certified by the
Lender) which is, at any relevant time (i) up to 30 December 2009, one hundred
and five per cent (105%) of the Loan, (ii) from 31 December 2009 up
 
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until and including 30 September 2010 zero per cent (0%) of the Loan and
(iii) thereafter one hundred and twenty five per cent (125%) of the Loan; and(c)
    
    by construing references throughout to this Agreement, hereunder and
other like expressions as if the same referred to the Loan Agreement as
amended and supplemented by this Clause 5.2 of this Agreement.
 5.3
    
    Amendments to Security Documents.With effect on and from the date hereof each of
the Security Documents other than the Loan Agreement, shall be, and shall be deemed by
this Agreement to be, amended as follows:
 (a)
    
    the definition of, and references throughout each of the Security Documents
to, the
Loan Agreement and any of the other Security Documents shall be construed as if
the same referred to the Loan Agreement and those Security Documents as
amended and supplemented by this Agreement;(b)
    
    by construing references throughout each of the Security Documents to this
Agreement, this Deed, hereunder and other like expressions as if the same
referred to such Security Documents as amended and supplemented by this
Agreement.
 5.4
    
    Security Documents to remain in full force and effect.The Security Documents shall
remain in full force and effect as amended and supplemented by:
 (a)
    
    the amendments to the Security Documents contained or referred to in
Clauses 5.1 and 5.2; and(b)
    
    such further or consequential modifications as may be necessary to give
full
effect to the terms of this Agreement.
 6
    
    FURTHER ASSURANCES6.1
    
    Borrowers obligation to execute further documents etc.The Borrower shall, and shall
procure that any other party to any Security Document shall:
 (a)
    
    execute and deliver to the Lender (or as it may direct) any assignment,
mortgage, power of attorney, proxy or other document, governed by the laws of
England or such other country as the Lender may, in any particular case, specify; and(b)
    
    effect any registration or notarisation, give any notice or take any
other step, which the Lender may, by notice to the Borrower or other party, specify
for any of the purposes described in Clause 6.2 or for any similar or related
purpose.
 6.2
    
    Purposes of further assurances.Those purposes are:
 (a)
    
    validly and effectively to create any Security Interest or right of any kind
which the Lender intended should be created by or pursuant to the Loan Agreement or
any other Security Document, each as amended and supplemented by this Agreement; and
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(b)
    
    implementing the terms and provisions of this Agreement.
 6.3
    
    Terms of further assurances.The Lender may specify the terms of any document to be
executed by the Borrower or any other party under Clause 6.1, and those terms may include
any covenants, powers and provisions which the Lender considers appropriate to protect its
interests.6.4
    
    Obligation to comply with notice.The Borrower shall comply with a notice under
Clause 6.1 by the date specified in the notice.6.5
    
    Additional corporate action.At the same time as the Borrower or any other party
delivers to the Lender any document executed under Clause 6.1(a), the Borrower or such
other party shall also deliver to the Lender a certificate signed by 1 of the Borrowers
or
that other partys directors which shall:
 (a)
    
    set out the text of a resolution of the Borrowers or that other partys
directors
specifically authorising the execution of the document specified by the Lender,
and(b)
    
    state that either the resolution was duly passed at a meeting of the
directors validly convened and held throughout which a quorum of directors entitled to vote on the
resolution was present or that the resolution has been signed by all the directors
and is valid under the Borrowers or that other partys articles of association or
other constitutional documents.
 7
    
    EXPENSES7.1
    
    ExpensesThe provisions of Clause 5 (Fees and expenses) of the Loan Agreement shall
apply to this Agreement as if they were expressly incorporated in this Agreement with any
necessary modifications.8
    
    NOTICES8.1
    
    General.The provisions of Clause 16 (Notices and other matters) of the Loan Agreement,
as amended and supplemented by this Agreement, shall apply to this Agreement as if they
were expressly incorporated in this Agreement with any necessary modifications.9
    
    SUPPLEMENTAL9.1
    
    Counterparts.This Agreement may be executed in any number of counterparts.9.2
    
    Third party rights.A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Agreement.10
    
    LAW AND JURISDICTION10.1
    
    Governing law.This Agreement and any other non-contractual obligations arising out of or in
connection with it shall be governed by and construed in accordance with English law.
 
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10.2
    
    Incorporation of the Loan Agreement provisions.The provisions of Clause 17 (Governing
Law) and Clause 18 (Jurisdiction) of the Loan Agreement, as amended and supplemented by
this Agreement, shall apply to this Agreement as if they were expressly incorporated in
this Agreement with any necessary modifications.
 IN WITNESS
 SIGNED by Andrew Simmons
    
    
    )the duly authorised attorney-in-fact of
    
    
    )
    /s/ Andrew SimmonsSTEALTHGAS INC.
    
    
    )in the presence of
    
    
    )/s/ Robin ParrySIGNED by Victoria Liaou
    
    
    )for and on behalf of
    
    
    )DEUTSCHE BANK AG FILIALE
    
    
    )
    /s/ Victoria LiaouDEUTSCHLANDGESCHÄFT
    
    
    )in the presence of
    
    
    )
 /s/ Robin ParryROBIN PARRY
Ince & CoAkti Miaouli 47-49
Piraeus 185 36
Greece
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/s/ ANNA VAZOUANNA VAZOUduly authorized on behalf ofMR ROI INC.
-signature-
duly authorized on behalf of NAVIG8
FAITH CORPORATION 7