exv4w6



 








Exhibit 4.6




 

 






WARRANT AGREEMENT




between




QUINTANA MARITIME LIMITED




and




COMPUTERSHARE TRUST COMPANY, N.A.




 






Dated as of May 11, 2006




 






Warrants to Purchase 8,533,332 Shares of Common Stock




 

 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	ARTICLE 2 WARRANT CERTIFICATES
	 	 	4	 
	Section 2.1 Issuance of Warrants
	 	 	4	 
	Section 2.2 Form, Denomination and Date of Warrants
	 	 	4	 
	Section 2.3 Execution and Delivery of Warrant Certificates
	 	 	5	 
	Section 2.4 Transfer and Exchange
	 	 	5	 
	Section 2.5 Temporary Securities
	 	 	6	 
	Section 2.6 Effective Registration
	 	 	7	 
	ARTICLE 3 EXERCISE, REDEMPTION AND EXPIRATION OF WARRANTS
	 	 	7	 
	Section 3.1 Right to Acquire Warrant Shares Upon Exercise
	 	 	7	 
	Section 3.2 Exercise, Redemption and Expiration of Warrants
	 	 	7	 
	Section 3.3 Application of Funds Upon Exercise of Warrants
	 	 	10	 
	Section 3.4 Payment of Taxes
	 	 	10	 
	Section 3.5 Surrender of Certificates
	 	 	10	 
	Section 3.6 Shares Issuable
	 	 	10	 
	ARTICLE 4 DISSOLUTION, LIQUIDATION OR WINDING UP
	 	 	11	 
	ARTICLE 6 ADJUSTMENTS
	 	 	11	 
	Section 6.1 Adjustments
	 	 	11	 
	Section 6.2 Notice of Adjustment
	 	 	15	 
	Section 6.3 Statement on Warrant Certificates
	 	 	15	 
	Section 6.4 Fractional Interest
	 	 	16	 
	ARTICLE 7 LOSS OR MUTILATION
	 	 	16	 
	ARTICLE 8 RESERVATION AND AUTHORIZATION OF WARRANT SHARES
	 	 	17	 
	ARTICLE 9 WARRANT TRANSFER BOOKS
	 	 	17	 
	ARTICLE 10 WARRANT HOLDERS
	 	 	18	 
	Section 10.1 No Voting or Dividend Rights
	 	 	18	 
	Section 10.2 Rights of Action
	 	 	19	 
	Section 10.3 Treatment of Holders of Warrant Certificates
	 	 	19	 
	Section 10.4 Communications to Holders
	 	 	19	 






 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE 11 CONCERNING THE WARRANT AGENT
	 	 	19	 
	Section 11.1 Nature of Duties and Responsibilities Assumed
	 	 	19	 
	Section 11.2 Right to Consult Counsel
	 	 	21	 
	Section 11.3 Compensation, Reimbursement and Indemnification
	 	 	21	 
	Section 11.4 Warrant Agent May Hold Company Securities
	 	 	21	 
	Section 11.5 Resignation and Removal; Appointment of Successor
	 	 	22	 
	Section 11.6 Appointment of Countersigning Agent
	 	 	22	 
	ARTICLE 12 ADDITIONAL COVENANTS OF THE COMPANY
	 	 	23	 
	Section 12.1 Reports to Holders
	 	 	23	 
	Section 12.2 Compliance with Agreements
	 	 	24	 
	Section 12.3 Maintenance of Office
	 	 	24	 
	ARTICLE 13 NOTICES
	 	 	24	 
	Section 13.1 Notices Generally
	 	 	24	 
	Section 13.2 Required Notices to Holders
	 	 	25	 
	ARTICLE 14 APPLICABLE LAW
	 	 	26	 
	ARTICLE 15 PERSONS BENEFITING
	 	 	26	 
	ARTICLE 16 COUNTERPARTS
	 	 	26	 
	ARTICLE 17 AMENDMENTS
	 	 	27	 
	ARTICLE 18 INSPECTION
	 	 	27	 
	ARTICLE 19 SUCCESSOR TO THE COMPANY
	 	 	28	 
	ARTICLE 20 ENTIRE AGREEMENT
	 	 	28	 
	ARTICLE 21 HEADINGS
	 	 	28	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A
	 	 	A-1	 
	EXHIBIT B
	 	 	B-1	 
	EXHIBIT C
	 	 	C-1	 






 ii 




 









 





WARRANT AGREEMENT




     THIS WARRANT AGREEMENT, dated as of May 11, 2006, is entered into between QUINTANA MARITIME
LIMITED, a Marshall Islands company (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as
warrant agent (the “Warrant Agent”).



RECITALS




     A. The Company proposes to issue 8,533,332 Warrants, as hereinafter described (the
"Warrants”), each to purchase at the Warrant Price (as defined below) one share of Common Stock,
par value $.01 per share, of the Company.



     B. The Company desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to act on behalf of the Company, in connection with the issuance of the Warrant
Certificates (as defined below) and the other matters provided herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



ARTICLE 1




DEFINITIONS




     “Additional Common Stock” shall mean all Common Stock issued or issuable by the Company after
the date of this Agreement, other than the Warrant Shares.



     “Affiliate” shall mean, as to any Person, any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control of such Person. For purposes of this
definition, “control” when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. Notwithstanding the foregoing, “Affiliate” shall not include any
wholly-owned Subsidiary of the Company.



     “Agreement” shall mean this Warrant Agreement, as the same may be amended, modified or
supplemented from time to time.



     “Approval Date” shall mean the date on which the holders of the Common Stock approve the
conversion of the Company’s 12% Mandatorily Convertible Preferred Stock into Common Stock in
accordance with the Statement of Designations of the 12% Mandatorily Convertible Preferred Stock of
the Company.



     “Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or
U.S. federally chartered banking institutions in New York, New York are not required to be open.



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     “Capital Stock” of any Person shall mean any and all shares, interests, participations or
other equivalents however designated of corporate stock or other equity participations, including
partnership interests, whether general or limited, of such Person and any rights (other than debt
securities convertible or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such Person.



     “Common Stock” shall mean (i) the Common Stock, par value U.S. $0.01 per share, of the
Company, as constituted on the original issuance of the Warrants, (ii) any Capital Stock into which
such Common Stock may thereafter be changed and (iii) any share of the Company of any other class
issued to holders of such Common Stock upon any reclassification thereof.



     “Company” shall mean the company identified in the preamble hereof and its successors and
assigns.



     “Company Order” shall mean a written request or order signed in the name of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, any Vice President, its Chief
Financial Officer and by its Treasurer, any Assistant Treasurer its Secretary or any Assistant
Secretary, and delivered to the Warrant Agent.



     “Corporate Agency Office” shall have the meaning given such term in Article 9.



     “Countersigning Agent” shall mean any Person authorized by the Warrant Agent to act on behalf
of the Warrant Agent to countersign Warrant Certificates.



     “Current Market Price” of the shares of Common Stock or other capital stock or similar equity
interests on any date shall mean the closing sale price per share (or, if no closing sale price is
reported, the average of the closing bid and ask prices or, if more than one in either case, the
average of the average closing bid and the average closing ask prices) on such date as reported on
the principal United States securities exchange or inter-dealer quotation system on which shares of
Common Stock or such other capital stock or similar equity interests are traded. In the absence of
such a quotation, the Board of Directors of the Company shall be entitled to determine in good
faith the Current Market Price on such basis as it considers appropriate. The Current Market Price
shall be determined without reference to extended or after hours trading.



     “Effective Date” shall mean the date that is the earlier of (i) the date on which the Warrants
Shelf Registration is declared effective under the Securities Act and (ii) 180 days from the date
set forth in the preamble to this Agreement.



     “Effective Registration” shall mean that the Company shall have filed and caused to become
effective a Warrants Shelf Registration under the Securities Act for the sale of Warrants by the
Holders.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



     “Expiration Date” shall mean May 11, 2009, or such earlier date as determined in accordance
with Article 5.



2









 





     “Holder” or “Warrantholder” shall mean any Person in whose name at the time any Warrant
Certificate is registered upon the Warrant Register.



     “Institutional Accredited Investor” shall mean an institution that is an “accredited investor”
as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



     “Non-Surviving Combination” shall mean any merger, consolidation or other business combination
by the Company with one or more other entities in a transaction in which the Company is not the
surviving entity.



     “Outstanding” shall mean, as of the time of determination, when used with respect of any
Warrants, all Warrants originally issued under this Agreement except (i) Warrants that have been
exercised pursuant to Section 3.2(a), (ii) Warrants that have expired pursuant to Sections 3.2(c),
5 or 7 and (iii) Warrants that have otherwise been acquired by the Company; provided, however, that
in determining whether the Holders of the requisite amount of the outstanding Warrants have given
any request, demand, authorization, direction, notice, consent or waiver under the provisions of
this Agreement, Warrants owned by the Company or any Subsidiary or Affiliate of the Company or any
Person that is at such time a party to a merger or acquisition agreement with the Company shall be
disregarded and deemed not to be outstanding.



     “Person” shall mean an individual, a corporation, a partnership, a limited liability company,
an association, a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.



     “Qualified Institutional Buyer” shall have the meaning given such term in Rule 144A under the
Securities Act.



     “Recipient” shall have the meaning given such term in Section 3.2(f).



     “Redemption Date” shall have the meaning given such term in Section 3.2(b).



     “Redemption Notice” shall have the meaning given such term in Section 3.2(b).



     “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated
May 11, 2006, by and among the Company and the purchasers named on the signature pages thereto, as
such agreement may be amended, modified or supplemented from time to time.



     “Registration Statement” shall have the meaning given such term in Section 2(a) of the
Registration Rights Agreement.



     “Restricted Warrants” shall have the meaning given such term in Section 2.2(b).



     “Restricted Warrant Legend” shall mean the legend so designated on the Warrant Certificate
attached hereto as Exhibit A.



     “Rule 144” shall mean Rule 144 promulgated under the Securities Act.



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     “SEC” shall mean the Securities and Exchange Commission or any successor agency thereto.



     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Subsidiary” shall mean, with respect to any Person, any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.



     “Warrant Agent” shall mean the warrant agent named in the preamble hereof or the successor or
successors of such Warrant Agent appointed in accordance with the terms hereof.



     “Warrant Certificates” shall mean those certain warrant certificates evidencing the Warrants,
substantially in the form of Exhibit A attached hereto.



     “Warrant Price” shall mean the exercise price per Warrant Share, initially set at $8.00,
subject to adjustment as provided in Section 6.1(f).



     “Warrant Register” shall have the meaning given such term in Article 9.



     “Warrant Shares” shall mean the Common Stock issuable upon exercise of the Warrants, the
number of which is subject to adjustment from time to time in accordance with Article 6.



     “Warrants” shall mean those warrants issued hereunder to purchase initially up to an aggregate
of 8,533,332 Warrant Shares at the Warrant Price, subject to adjustment pursuant to Article 6.



ARTICLE 2




WARRANT CERTIFICATES




     Section 2.1 Issuance of Warrants. Each Warrant Certificate shall evidence the number of
Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject
to the provisions contained herein and therein, to purchase one Warrant Share, subject to
adjustment as provided in Article 6.



     Section 2.2 Form, Denomination and Date of Warrants. (a) The Warrant Certificates shall be
substantially in the form of Exhibit A hereto. The Warrants shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plans as the officers of the
Company executing the same may determine with the approval of the Warrant Agent. Each Warrant
shall be dated the date of its authentication. Any of the Warrants may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be
required to comply with any law or with any rules or regulations pursuant thereto, or with the
rules of any securities market in which the Warrants are admitted to trading,



4









 







or to conform to general usage. All Warrants shall be otherwise substantially identical
except as to denomination and as provided herein.



          (b) Purchasers of Warrants will receive certificated Warrants bearing the Restricted Warrant
Legend (“Restricted Warrants”). Restricted Warrants will bear the Restricted Warrant Legend unless
removed in accordance with Section 2.4.




     Upon the occurrence of an Effective Registration, all requirements with respect to legends on
Warrants will cease to apply, and certificated Warrants without legends will be available to the
Holders.



     Section 2.3 Execution and Delivery of Warrant Certificates. (a) Warrant Certificates
evidencing the Warrants which may be countersigned and delivered under this Agreement are limited
to Warrant Certificates evidencing 8,533,332 Warrants, except for Warrant Certificates
countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of,
one or more previously countersigned Warrant Certificates pursuant to Sections 2.6, 3.2(e), 7 and
9.



          (b) At any time and from time to time on or after the date of this Agreement, Warrant
Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant
Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the
direction of the Company set forth therein, countersign and deliver such Warrant Certificates to
the Company for issuance. The Warrant Agent is further hereby authorized to countersign and
deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(e), 7 or
9.




          (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the
Company by the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer or any one of the Vice Presidents of the Company under corporate seal reproduced
thereon and attested to by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company, either manually or by facsimile signature printed thereon. The Warrant
Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company whose signature shall have been placed
upon any of the Warrant Certificates shall cease to be such officer of the Company before
countersignature by the Warrant Agent and issue and delivery thereof, such Warrant Certificates
may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same
force and effect as though such person had not ceased to be such officer of the Company, and any
Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of
the execution of such Warrant Certificate, shall be a proper officer of the Company, although at
the date of the execution of this Agreement any such person was not such an officer.




     Section 2.4 Transfer and Exchange. (a) If a holder of a Restricted Warrant wishes at any
time to transfer such Restricted Warrant to a Person who wishes to take delivery thereof in the
form of a Restricted Warrant, such holder may, subject to the restrictions on transfer set forth
herein and in such Restricted Warrant, cause the exchange of such Restricted Warrants for one or
more Restricted Warrants of any authorized denomination or denominations and exercisable for the
same aggregate number of Warrant Shares. Upon receipt by the Warrant Agent at its



5









 







Corporate Agency Office of (1) such Restricted Warrant, duly endorsed as provided herein, (2)
instructions from such holder directing the Warrant Agent to authenticate and deliver one or more
Restricted Warrants exercisable for the same aggregate number of Warrant Shares as the Restricted
Warrant to be exchanged, such instructions to contain the name or names of the designated
transferee or transferees, the authorized denomination or denominations of the Restricted Warrants
to be so issued and appropriate delivery instructions, (3) a certificate in the form of Exhibit B
attached hereto given by the Person acquiring the Restricted Warrants, to the effect set forth
therein, and (4) an opinion of counsel to the transferor of such Restricted Warrant substantially
to the effect set forth in Exhibit C hereto, to the effect set forth therein, then the Warrant
Agent shall cancel or cause to be cancelled such Restricted Warrant and, concurrently therewith,
the Company shall execute, and the Warrant Agent shall authenticate and deliver, one or more
Restricted Warrants to the effect set forth therein, in accordance with the instructions referred
to above.



          (b) If Warrants are issued upon the transfer, exchange or replacement of Warrants bearing the
Restricted Warrant Legend, or if a request is made to remove such Restricted Warrant Legend, the
Warrants so issued shall bear the Restricted Warrant Legend; or the Restricted Warrant Legend shall
not be removed, as the case may be, unless (i) there is delivered to the Company satisfactory
evidence, which may include an opinion of counsel as may be reasonably required by the Company to
the effect that neither the Restricted Warrant Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions of the Securities
Act or, with respect to Restricted Warrants, that such Warrants are not “restricted” within the
meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration with
respect to the Warrants then in effect or the Warrants as to which the Restricted Warrant Legend is
sought to be removed have been disposed of in accordance with the Warrants Shelf Registration.
Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the
Warrant Agent of an Effective Registration with respect to the Warrants, the Warrant Agent, at the
direction of the Company, shall authenticate and deliver Warrant Certificates that do not bear the
Restricted Warrant Legend.




          (c) No service charge shall be made to a Warrantholder for any registration of transfer or
exchange; provided, however, that the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant Certificates.




          (d) If the Company uses CUSIP numbers in issuing the Warrants, the Warrant Agent shall use
CUSIP numbers in notices of repurchase or exchange as a convenience to Warrantholders; provided
that any such notice shall state that no representation is made as to the correctness or accuracy
of such numbers either as printed on the Warrants or as contained in any notice of repurchase or
exchange and that reliance may be placed only on the other identification numbers printed on the
Warrants. The Company will promptly notify the Warrant Agent of any change in the CUSIP numbers.




     Section 2.5 Temporary Securities. (a) Pending the preparation of definitive Warrants, the
Company may execute and the Warrant Agent shall authenticate and deliver temporary Warrants
(printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to
the Warrant Agent). Temporary Warrants shall be issuable as registered



6









 







Warrants, of any authorized denomination, and substantially in the form of the definitive
Warrants but with such omissions, insertions and variations as may be appropriate for temporary
Warrants, all as may be determined by the Company with the concurrence of the Warrant Agent.
Temporary Warrants may contain such reference to any provisions of this Agreement as may be
appropriate. Every temporary Warrant shall be executed by the Company and be authenticated by the
Warrant Agent upon the same conditions and in substantially the same manner, and with like effect,
as the definitive Warrants. Without unreasonable delay the Company shall execute and shall furnish
definitive Warrants and thereupon temporary Warrants may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Company for the purpose pursuant to
Section 12.3, and the Warrant Agent shall authenticate and deliver in exchange for such temporary
Warrants definitive Warrants of authorized denominations exercisable for a like number of Warrant
Shares. Until so exchanged the temporary Warrants shall be entitled to the same benefits under
this Agreement as definitive Warrants.



     Section 2.6 Effective Registration. In the event the Company has an Effective Registration,
the Company shall notify the Warrant Agent within two Business Days after the Effective Date.
Promptly after delivering to the Warrant Agent notice of the Effective Registration, the Company
shall cause to be delivered to the Warrant Agent certificates for Warrants without legends and the
Warrant Agent shall authenticate and deliver certificated Warrants without legends to Holders
presenting their certificated Warrants for exchange to transferees of Warrants covered by the
Warrants Shelf Registration in the names and denominations specified by them.



ARTICLE 3




EXERCISE, REDEMPTION AND EXPIRATION OF WARRANTS




     Section 3.1 Right to Acquire Warrant Shares Upon Exercise. Each Warrant Certificate shall,
when countersigned by the Warrant Agent, entitle the Holder thereof, subject to the provisions
thereof and of this Agreement, to acquire from the Company, for each Warrant evidenced thereby, one
Warrant Share at the Warrant Price, subject to adjustment as provided in this Agreement. The
Warrant Price shall be adjusted from time to time as required by Section 6.1.



     Section 3.2 Exercise, Redemption and Expiration of Warrants. (a) Exercise of Warrants.
Subject to the terms and conditions set forth herein, including, without limitation, the exercise
procedure described in Section 3.2(d), a Holder of a Warrant Certificate may exercise all or any
whole number of the Warrants evidenced thereby, on any Business Day from and after the Approval
Date until 5:00 p.m., New York City time, on the Expiration Date (subject to earlier expiration
pursuant to Article 5) for the Warrant Shares purchasable thereunder.



          (b) Redemption of Warrants.





          (i) In the event the holders of the Common Stock do not approve the conversion of the
Company’s 12% Mandatorily Convertible Preferred Stock into Common Stock in accordance with
the Statement of Designations of the 12% Mandatorily Convertible Preferred Stock of the
Company by December 31, 2006, the



7









 






Company shall redeem each Warrant at a purchase price of $0.50 per Warrant within
forty-five (45) days after December 31, 2006.




          (ii) Any notice of redemption (“Redemption Notice”) given by the Company with respect
to the Warrants shall be delivered by first class mail, postage prepaid, to each holder of
record (at the close of business on the business day preceding the day on which notice is
given) of the Warrants being redeemed, at the address last shown on the records of the
Company for such holder or given by the holder to the Company, for the purpose of notifying
such holder of the redemption to be effected. The Redemption Notice shall specify a date
(the “Redemption Date”) not earlier than 15 days after the mailing of the Redemption Notice
on which the Warrant shall be redeemed and the place at which certificates evidencing shares
of the Warrants shall be surrendered and payment therefor may be obtained.




          (iii) On the Redemption Date, the Company shall pay by cash or wire transfer of the
person whose name appears on the Warrant or Warrants that shall have been surrendered to the
Company in the manner and at the place designated in the Redemption Notice, the Redemption
Price, and thereupon each surrendered certificate shall be canceled.




          (iv) From and after the Redemption Date, unless there shall have been a default in
payment of the Redemption Price, the Warrants being redeemed shall be cancelled and shall no
longer be deemed to be outstanding and the holders thereof shall have only the right to
receive the Redemption Price upon surrender of the certificate or certificates evidencing
their shares



          (c) Expiration of Warrants. The Warrants shall terminate and become void as of 5:00 p.m., New
York time on the Expiration Date, subject to earlier expiration in accordance with Article 5. In
the event that the Warrants are to expire by reason of Article 5, the term “Expiration Date” shall
mean such earlier date for all purposes of this Agreement.




          (d) Method of Exercise. The Holder may exercise all or any of the Warrants by either of the
following methods:





          (i) The Holder may deliver to the Warrant Agent at the Corporate Agency Office (A) a
written notice of such Holder’s election to exercise Warrants, duly executed by such Holder
in the form set forth on the reverse of, or attached to, such Warrant Certificate, which
notice shall specify the number of Warrant Shares to be purchased, (B) the Warrant
Certificate evidencing such Warrants and (C) a sum equal to the aggregate Warrant Price for
the Warrant Shares into which such Warrants are being exercised, which sum shall be paid in
any combination elected by such Holder of (x) certified or official bank checks in New York
Clearing House funds payable to the order of the Company and delivered to the Warrant Agent
at the Corporate Agency Office, or (y) wire transfers in immediately available funds to the
account of the Company at such banking institution as the Company shall have given notice to
the Warrant Agent and the Holders in accordance with Section 13.1(b); or



8









 






          (ii) The Holder may also exercise all or any of the Warrants in a “cashless” or
“net-issue” exercise by delivering to the Warrant Agent at the Corporate Agency Office (A) a
written notice of such Holder’s election to exercise Warrants, duly executed by such Holder
in the form set forth on the reverse of, or attached to, such Warrant Certificate, which
notice shall specify the number of Warrant Shares to be delivered to such Holder and the
number of Warrant Shares with respect to which such Warrants are being surrendered in
payment of the aggregate Warrant Price for the Warrant Shares to be delivered to the Holder,
and (B) the Warrant Certificate evidencing such Warrants. For purposes of this subparagraph
(ii), each Warrant Share as to which such Warrants are surrendered in payment of the
aggregate Warrant Price will be attributed a value equal to (x) the Current Market Price per
share of Common Stock minus (y) the then current Warrant Price.



          (e) Partial Exercise. If fewer than all the Warrants represented by a Warrant Certificate are
exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same
tenor and for the number of Warrants which were not exercised shall be executed by the Company.
The Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names,
subject to the provisions of Article 9, as may be directed in writing by the Holder, and shall
deliver the new Warrant Certificate to the Person or Persons in whose name such new Warrant
Certificate is so registered. The Company, whenever required by the Warrant Agent, will supply the
Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.




          (f) Issuance of Warrant Shares. Upon surrender of a Warrant Certificate evidencing Warrants
in conformity with the foregoing provisions and payment of the Warrant Price in respect of the
exercise of one or more Warrants evidenced thereby, the Warrant Agent shall, when such payment is
received, deliver to the Company the notice of exercise received pursuant to Section 3.2(d), and,
in accordance with Section 3.3, deliver or deposit all funds received as instructed in writing by
the Company and advise the Company by telephone at the end of such day of the amount of funds so
deposited to its account. The Company shall thereupon, as promptly as practicable, and in any
event within three Business Days after receipt by the Company of such notice of exercise, execute
or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a
certificate or certificates representing the aggregate number of Warrant Shares issuable upon such
exercise (based upon the aggregate number of Warrants so exercised), determined in accordance with
Section 3.6, together with an amount in cash in lieu of any fractional share(s) determined in
accordance with Section 6.4. The certificate or certificates so delivered shall be, to the extent
possible, in such denomination or denominations as such Holder shall request in such notice of
exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder
or, such other Person as shall be designated by the Holder in such notice (the Holder or such other
Person being referred to herein as the “Recipient”).




          (g) Time of Exercise. A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date on which all requirements set forth in Section 3.2(d) applicable
to such exercise have been satisfied. Subject to Section 6.1(e)(iv), certificate(s) evidencing the
Warrant Shares issued upon the exercise of such Warrant shall be deemed to have been issued and,
for all purposes of this Agreement, the Recipient shall, as

9









 








between such Person and the Company, be deemed to be and entitled to all rights of the holder
of record of such Warrant Shares as of such time.




     Section 3.3 Application of Funds Upon Exercise of Warrants. Any funds delivered to the
Warrant Agent upon exercise of any Warrant(s) shall be held by the Warrant Agent in trust for the
Company. The Warrant Agent shall promptly deliver and pay to or upon the written order of the
Company all funds received by it upon the exercise of any Warrants by bank wire transfer to an
account designated by the Company or as the Warrant Agent otherwise may be directed in writing by
the Company.



     Section 3.4 Payment of Taxes. The Company shall pay any and all taxes (other than income
taxes) and other charges that may be payable in respect of the issue or delivery of Warrant Shares
on exercise of Warrants pursuant hereto. The Company shall not be required, however, to pay any
tax or other charge imposed in respect of any transfer involved in the issue and delivery of any
certificates for Warrant Shares or payment of cash to any Recipient other than the Holder of the
Warrant Certificate surrendered upon the exercise of a Warrant, and in case of such transfer or
payment, the Warrant Agent and the Company shall not be required to issue or deliver any
certificate or pay any cash until (a) such tax or charge has been paid or an amount sufficient for
the payment thereof has been delivered to the Warrant Agent or the Company or (b) it has been
established to the Company’s satisfaction that any such tax or other charge that is or may become
due has been paid.



     Section 3.5 Surrender of Certificates. Any Warrant Certificate surrendered for exercise
shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by such
Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy such
cancelled Warrant Certificates and deliver its certificate of instruction to the Company, unless
the Company shall otherwise direct.



     Section 3.6 Shares Issuable. The number of Warrant Shares “issuable upon exercise” of
Warrants at any time shall be the number of Warrant Shares into which such Warrants are then
exercisable. The number of Warrant Shares “into which each Warrant is exercisable” initially shall
be one share, subject to adjustment as provided in Section 6.1.



ARTICLE 4




REGISTRATION RIGHTS




     The Warrantholders and holders of Warrant Shares shall have the registration rights provided
for in the Registration Rights Agreement. The Warrant Agent shall keep copies of the Registration
Rights Agreement available for inspection by the Holders during normal business hours at its
office. The Company shall supply the Warrant Agent from time to time with such numbers of copies
of the Registration Rights Agreement as the Warrant Agent may request.



10









 





ARTICLE 5




DISSOLUTION, LIQUIDATION OR WINDING UP




     If, on or prior to the Expiration Date, the Company (or any other Person controlling the
Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all
Holders of Warrant Certificates in the manner provided in Article 13 prior to the date on which
such transaction is expected to become effective or, if earlier, the record date for such
transaction. Such notice shall also specify the date as of which the holders of record of the
Common Stock shall be entitled to exchange their shares for monies, securities or other property
deliverable upon such dissolution, liquidation or winding up, as the case may be, on which date
each Holder of Warrant Certificates shall be entitled to receive the monies, securities or other
property which such Holder would have been entitled to receive had such Holder been the holder of
record of the Warrant Shares into which the Warrants were exercisable immediately prior to such
dissolution, liquidation or winding up (net of the then applicable Warrant Price) and the rights to
exercise the Warrants shall terminate.



     In case of any such voluntary or involuntary dissolution, liquidation or winding up of the
Company, the Company shall deposit with the Warrant Agent any monies, securities or other property
which the Holders are entitled to receive under this Agreement, together with a Company Order as to
the distribution thereof. After receipt of such deposit from the Company and after any Holder has
surrendered a Warrant Certificate to the Warrant Agent, the Warrant Agent shall make payment in the
appropriate amount to such Person or Persons as it may be directed in writing by the Holder
surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on
any money deposited pursuant to the provisions of this Article 5 except such as it shall agree with
the Company to pay thereon. Any monies, securities or other property which at any time shall be
deposited by the Company or on its behalf with the Warrant Agent pursuant to this Article 5 shall
be, and are hereby, assigned, transferred and set over to the Warrant Agent in trust for the
purpose for which such monies, securities or other property shall have been deposited; provided
that monies, securities or other property need not be segregated from other monies, securities or
other property held by the Warrant Agent except to the extent required by law.



ARTICLE 6




ADJUSTMENTS




     Section 6.1 Adjustments. The number of Warrant Shares into which each Warrant is exercisable
and the Warrant Price shall be subject to adjustment from time to time after the date hereof in
accordance (and only in accordance) with the provisions of this Article 6:



          (a) Stock Dividends, Subdivisions and Combinations. In case at any time or from time to time
after the date of this Warrant Agreement the Company shall:





          (i) pay to the holders of its Common Stock a dividend payable in, or make any other
distribution on any class of its capital stock in, Common Stock (other



11









 






than a dividend or distribution upon a merger or consolidation or sale to which Section
6.1(g) applies);




          (ii) subdivide its outstanding Common Stock into a larger number of shares of Common
Stock (other than a subdivision upon a merger or consolidation or sale to which Section
6.1(g) applies); or




          (iii) combine its outstanding Common Stock into a smaller number of shares of Common
Stock (other than a combination upon a merger or consolidation or sale to which Section
6.1(g) applies);


then, (x) in the case of any such dividend or distribution, effective immediately after the opening
of business on the day after the date for the determination of the holders of Common Stock entitled
to receive such dividend or distribution or (y) in the case of any subdivision or combination,
effective immediately after the opening of business on the day after the day upon which such
subdivision or combination becomes effective, the number of Warrant Shares into which each Warrant
is exercisable shall be adjusted to that number of Warrant Shares determined by (A) in the case of
any such dividend or distribution, multiplying the number of Warrant Shares into which each Warrant
is exercisable at the opening of business on the day after the day for determination by a fraction
(not to be less than one), (1) the numerator of which shall be equal to the sum of the number of
shares of Common Stock outstanding at the close of business on such date for determination and the
total number of shares constituting such dividend or distribution and (2) the denominator of which
shall be equal to the number of shares of Common Stock outstanding at the close of business on such
date for determination, or (B) in the case of any such combination, by proportionately reducing,
or, in the case of any such subdivision, by proportionately increasing, the number of Warrant
Shares into which each Warrant is exercisable at the opening of business on the day after the day
upon which such subdivision or combination becomes effective.




          (b) Reclassifications. A reclassification of the Common Stock (other than any such
reclassification in connection with a merger or consolidation or sale to which Section 6.1(g)
applies) into Common Stock and shares of any other class of stock shall be deemed a distribution by
the Company to the holders of its Common Stock of such shares of such other class of stock and, if
the outstanding number of shares of Common Stock shall be changed into a larger or smaller number
of shares of Common Stock as a part of such reclassification, such change shall be deemed a
subdivision or combination, as the case may be, of the outstanding Common Stock for the purposes
and within the meaning of Section 6.1(a) (and the effective date of such reclassification shall be
deemed to be “the day upon which such subdivision or combination becomes effective” for the
purposes and within the meaning of Section 6.1(a)).




          (c) Distribution of Warrants or Other Rights to Holders of Common Stock. In case at any time
or from time to time after the date of this Warrant Agreement the Company shall make a distribution
to all holders of Common Stock of any warrants, options or other rights to subscribe for or
purchase any Additional Common Stock or securities convertible into or exchangeable for Additional
Common Stock (other than a distribution of such warrants, options or rights upon a merger or
consolidation or sale to which Section 6.1(g) applies), whether or not the rights to subscribe or
purchase thereunder are immediately exercisable, and the consideration

12









 








per share for which Additional Common Stock may at any time thereafter be issuable pursuant to
such warrants or other rights shall be less than the Current Market Price per share of Common Stock
on the date fixed for determination of the holders of Common Stock entitled to receive such
distribution, then, for each such case, effective immediately after the opening of business on the
day after the date for determination, the number of Warrant Shares into which each Warrant is
exercisable shall be adjusted to that number determined by multiplying the number of Warrant Shares
into which each Warrant is exercisable at the opening of business on the day after such date for
determination by a fraction (not less than one), (i) the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on such date for determination plus the
maximum number of Additional Common Stock issuable pursuant to all such warrants or other rights
and (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the
close of business on such date for determination plus the number of shares of Common Stock that the
minimum consideration received and receivable by the Company for the issuance of such maximum
number of Additional Common Stock pursuant to the terms of such warrants or other rights would
purchase at such Current Market Price.




          (d) Superseding Adjustment of Number of Warrant Shares into Which Each Warrant is Exercisable.
In case at any time after any adjustment of the number of Warrant Shares into which each Warrant
is exercisable shall have been made pursuant to Section 6.1(c) on the basis of the distribution of
warrants or other rights or after any new adjustment of the number of Warrant Shares into which
each Warrant is exercisable shall have been made pursuant to this Section 6.1(d), such warrants or
rights shall expire, and all or a portion of such warrants or rights shall not have been exercised,
then, and in each such case, upon the election of the Company by written notice to the Warrant
Agent, such previous adjustment in respect of such warrants or rights which have expired without
exercise shall be rescinded and annulled as to any then outstanding Warrants, and the Additional
Common Stock that were deemed for purposes of the computations set forth in Section 6.1(c) to have
been issued or sold by virtue of such adjustment in respect of such warrants or rights shall no
longer be deemed to have been distributed.




          (e) Other Provisions Applicable to Adjustments under this Section. The following provisions
shall be applicable to the making of adjustments of the number of Warrant Shares into which each
Warrant is exercisable and to the Warrant Price under this Section 6.1:





          (i) Treasury Stock. The sale or other disposition (other than any shares specified in
the definition of “Additional Common Stock”) of any issued Common Stock owned or held by or
for the account of the Company shall be deemed an issuance or sale of Additional Common
Stock for purposes of this Article 6. The Company shall not pay any dividend on or make any
distribution on Common Stock held in the treasury of the Company. For the purposes of this
Section 6.1, the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of Common Stock.




          (ii) When Adjustments Are to be Made. The adjustments required by Sections 6.1(a),
6.1(b) and 6.1(c) shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that no adjustment of the Warrant



13









 






Shares into which each Warrant is exercisable that would otherwise be required shall be
made unless and until such adjustment either by itself or with other adjustments not
previously made increases or decreases the Warrant Shares into which each Warrant is
exercisable immediately prior to the making of such adjustment by at least 1%. Any
adjustment representing a change of less than such minimum amount (except as aforesaid)
shall be carried forward and made as soon as such adjustment, together with other
adjustments required by Sections 6.1(a), 6.1(b) and 6.1(c) and not previously made, would
result in such minimum adjustment.




          (iii) Fractional Interests. In computing adjustments under this Article 6, fractional
interests in Common Stock shall be taken into account to the nearest one-thousandth of a
share.




          (iv) Deferral of Issuance upon Exercise. In any case in which this Article 6 shall
require that an adjustment to the Warrant Shares into which each Warrant is exercisable be
made effective pursuant to Section 6.1(a)(i) or 6.1(c) prior to the occurrence of a
specified event and any Warrant is exercised after the time at which the adjustment became
effective but prior to the occurrence of such specified event the Company may elect to defer
until the occurrence of such specified event the issuing to the Holder of the Warrant
Certificate evidencing such Warrant (or other Person entitled thereto) of, and may delay
registering such Holder or other Person as the recordholder of, the Warrant Shares over and
above the Warrant Shares issuable upon such exercise determined in accordance with Section
3.6 on the basis of the Warrant Shares into which each Warrant is exercisable prior to such
adjustment determined in accordance with Section 3.6; provided, however, that the Company
shall deliver to such Holder or other person a due bill or other appropriate instrument
evidencing the right of such Holder or other Person to receive, and to become the record
holder of, such Additional Common Stock, upon the occurrence of the event requiring such
adjustment.



          (f) Warrant Price Adjustment. Whenever the number of Warrant Shares into which a Warrant is
exercisable is adjusted as provided in this Section 6.1, the Warrant Price payable upon exercise of
the Warrant shall simultaneously be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares into
which such Warrant was exercisable immediately prior to such adjustment, and the denominator of
which shall be the number of Warrant Shares into which such Warrant was exercisable immediately
thereafter.




          (g) Merger, Consolidation or Combination. In the event the Company merges, consolidates or
otherwise combines with or into any Person, then, as a condition of such merger, consolidation or
combination, lawful and adequate provisions shall be made whereby Warrantholders shall, in addition
to their other rights hereunder, thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Agreement upon exercise of the Warrants and in
lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding Common Stock equal to the number
of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, and in

14









 








any such case appropriate provision shall be made with respect to the rights and interests of
the Warrantholders to the end that the provisions hereof (including, without limitation, provisions
for adjustments of the number of Warrant Shares) shall thereafter be applicable, as nearly as may
be practicable, in relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof.




          (h) Compliance with Governmental Requirements. Before taking any action that would cause an
adjustment reducing the Warrant Price below the then par value of any of the Warrant Shares into
which the Warrants are exercisable, the Company will take any corporate action that may be
necessary in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares at such adjusted Warrant Price.




          (i) Optional Tax Adjustment. The Company may at its option, at any time during the term of
the Warrants, increase the number of Warrant Shares into which each Warrant is exercisable, or
decrease the Warrant Price, in addition to those changes required by Section 6.1(a), 6.1(b), 6.1(c)
or 6.1(f), as deemed advisable by the Board of Directors of the Company, in order that any event
treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable
to the Recipients.




          (j) Warrants Deemed Exercisable. For purposes solely of this Article 6, the number of Warrant
Shares which the holder of any Warrant would have been entitled to receive had such Warrant been
exercised in full at any time or into which any Warrant was exercisable at any time shall be
determined assuming such Warrant was exercisable in full at such time, although such Warrant may
not be exercisable in full at such time pursuant to Section 3.2(a).




          (k) In the event of any transaction not covered by a specific formula or any provision herein,
the Company and the Board of Directors shall take such actions as are necessary and equitable to
adjust the number of Warrant Shares into which a Warrant is exercisable and/or the Warrant Price or
to permit the holders of the Warrants to participate in the transaction on a basis that the Board
of Directors determines, in good faith, to be fair and appropriate in light of the basis on which
the holders of Common Stock are permitted to participate.




     Section 6.2 Notice of Adjustment. Whenever the number of Warrant Shares into which a Warrant
is exercisable is to be adjusted, or the Warrant Price is to be adjusted, in either case as herein
provided, the Company shall compute the adjustment in accordance with Section 6.1, shall, promptly
after such adjustment becomes effective, cause a notice of such adjustment or adjustments to be
given to all Holders in accordance with Section 13.1(b) and shall deliver to the Warrant Agent a
certificate of the Chief Financial Officer of the Company setting forth the number of Warrant
Shares into which each Warrant is exercisable after such adjustment, or the adjusted Warrant Price,
as the case may be, and setting forth in brief a statement of the facts requiring such adjustment
and the computation by which such adjustment was made. As provided in Section 11.1, the Warrant
Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility
with respect to any such certificate, except to exhibit the same from time to time to any Holder
desiring an inspection thereof during reasonable business hours.



15









 





     Section 6.3 Statement on Warrant Certificates. Irrespective of any adjustment in the number
or kind of shares into which the Warrants are exercisable, Warrant Certificates theretofore or
thereafter issued may continue to express the same price and number and kind of shares initially
issuable pursuant to this Agreement.



     Section 6.4 Fractional Interest. The Company shall not issue fractional Warrant Shares on the
exercise of Warrants. If Warrant Certificates evidencing more than one Warrant shall be presented
for exercise at the same time by the same Holder, the number of full Warrant Shares which shall be
issuable upon such exercise thereof shall be computed on the basis of the aggregate number of
Warrants so to be exercised. If any fraction of a Warrant Share would, except for the provisions
of this Section 6.4, be issuable on the exercise of any Warrant (or specified portion thereof), the
Company shall, in lieu of issuing any fractional Warrant Shares, pay an amount in cash calculated
by it to be equal to the then Current Market Price per Common Stock on the date of such exercise
multiplied by such fraction computed to the nearest whole cent. The Holders, by their acceptance
of the Warrant Certificates, expressly waive their right to receive any fraction of a Warrant Share
or a stock certificate representing a fraction of a Warrant Share.



ARTICLE 7




LOSS OR MUTILATION




     Upon (i) receipt by the Company and the Warrant Agent of evidence satisfactory to them of the
ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and such
security or indemnity as may be required by them to save each of them harmless and (ii) surrender,
in the case of mutilation, of the mutilated Warrant Certificate to the Warrant Agent and
cancellation thereof, then, in the absence of notice to the Company or the Warrant Agent that the
Warrants evidenced thereby have been acquired by a bona fide purchaser, the Company shall execute
and upon its written request the Warrant Agent shall countersign and deliver to the registered
Holder of the lost, stolen, destroyed or mutilated Warrant Certificate, in exchange therefor or in
lieu thereof, a new Warrant Certificate of the same tenor and for a like aggregate number of
Warrants. At the written request of such registered Holder, the new Warrant Certificate so issued
shall be retained by the Warrant Agent as having been surrendered for exercise, in lieu of delivery
thereof to such Holder, and shall be deemed for purposes of Section 3.2 to have been surrendered
for exercise on the date the conditions specified in clauses (i) and (ii) of the preceding sentence
were first satisfied.



     Upon the issuance of any new Warrant Certificate under this Article 7, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and other expenses (including the fees and expenses of the Warrant Agent and of
counsel to the Company) in connection therewith.



     Every new Warrant Certificate executed and delivered pursuant to this Article 7 in lieu of any
lost, stolen or destroyed Warrant Certificate shall constitute an additional contractual obligation
of the Company, whether or not the allegedly lost, stolen or destroyed Warrant Certificate shall be
at any time enforceable by anyone, and shall be entitled to the benefits of this



16









 







Agreement equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder.



     The provisions of this Article 7 are exclusive and shall preclude (to the extent lawful) all
other rights or remedies with respect to the replacement of mutilated, lost, stolen, or destroyed
Warrant Certificates.



ARTICLE 8




RESERVATION AND AUTHORIZATION OF WARRANT SHARES




     The Company shall at all times reserve and keep available, free from preemptive rights, solely
for issue upon the exercise of Warrants as herein provided, such number of its authorized but
unissued Warrant Shares deliverable upon the exercise of Warrants as will be sufficient to permit
the exercise in full of all outstanding Warrants. The Company covenants that all Warrant Shares
will, at all times that Warrants are exercisable, be duly approved for listing subject to official
notice of issuance on each securities exchange, if any, on which the Common Stock are then listed.
The Company covenants that (i) all Warrant Shares that may be issued upon exercise of Warrants
shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and
free of preemptive or similar rights and (ii) the stock certificates issued to evidence any such
Warrant Shares will comply with the Marshall Islands Business Corporations Act and any other
applicable law.



     The Company hereby authorizes and directs its current and future transfer agents for the
Common Stock at all times to reserve stock certificates for such number of authorized shares as
shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from
time to time from any such transfer agents stock certificates required to honor outstanding
Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company
hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant
Agent. The Company will supply such transfer agents with duly executed stock certificates for such
purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section
3.2(c), the Warrant Agent shall certify to the Company the aggregate number of Warrants then
outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.



ARTICLE 9




WARRANT TRANSFER BOOKS




     The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States
of America, where Warrant Certificates may be surrendered for registration of transfer or exchange
and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which
office is Computershare Trust Company, N.A., 525 Washington Blvd. — Suite 4690, Jersey City, N.J.
07310, on the date hereof. The Warrant Agent will give prompt written notice to all Holders of
Warrant Certificates of any change in the location of such office.



17









 





     The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The
Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a
warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as the
Warrant Agent may prescribe and such regulations as may be prescribed by law, the Company shall
provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant
Certificates as herein provided.



     Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate
at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign
and deliver, in the name of the designated transferee or transferees, one or more new Warrant
Certificates evidencing a like aggregate number of Warrants.



     Subject to Section 2.4, (i) at the option of the Holder, Warrant Certificates may be exchanged
at the office of the Warrant Agent upon payment of the charges hereinafter provided for other
Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant
Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent
shall countersign and deliver, the Warrant Certificates of the same tenor and evidencing the same
number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the
exchange.



     All Warrant Certificates issued upon any registration of transfer or exchange of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.



     Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or
exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant
Agent, duly executed by the Holder thereof or his attorney duly authorized in writing.



     The Warrant Agent shall, upon request of the Company from time to time, deliver to the Company
such reports of registered ownership of the Warrants and such records of transactions with respect
to the Warrants and the Warrant Shares as the Company may request. The Warrant Agent shall also
make available to the Company for inspection by the Company’s agents or employees, from time to
time as the Company may request, such original books of accounts and records maintained by the
Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections
to occur at the Corporate Agency Office during normal business hours.



     The Warrant Agent shall keep copies of this Agreement and any notices given to Holders
hereunder available for inspection by the Holders during normal business hours at the Corporate
Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may request.



18









 





ARTICLE 10




WARRANT HOLDERS




     Section 10.1 No Voting or Dividend Rights. Prior to the exercise of the Warrants, except as
may be specifically provided for herein, (i) no Holder of a Warrant Certificate, as such, shall be
entitled to any of the rights of a holder of Common Stock, including, without limitation, the right
to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any Holder
shall not be required with respect to any action or proceeding of the Company; (iii) except as
provided in Article 5, no Holder, by reason of the ownership or possession of a Warrant or the
Warrant Certificate representing the same, shall have any right to receive any stock or cash
dividends, allotments or rights or other distributions paid, allotted or distributed or
distributable to the stockholders of the Company prior to, or for which the relevant record date
preceded, the date of the exercise of such Warrant; and (iv) no Holder shall have any right not
expressly conferred by this Agreement or Warrant Certificate held by such Holder.



     Section 10.2 Rights of Action. All rights of action against the Company in respect of this
Agreement, except rights of action vested in the Warrant Agent, are vested in the Holders of the
Warrant Certificates, and any Holder of any Warrant Certificate, without the consent of the Warrant
Agent or the Holder of any other Warrant Certificate, may, in such Holder’s own behalf and for such
Holder’s own benefit, enforce and may institute and maintain any suit, action or proceeding against
the Company suitable to enforce, or otherwise in respect of, such Holder’s right to exercise,
exchange or tender for purchase such Holder’s Warrants in the manner provided in this Agreement.



     Section 10.3 Treatment of Holders of Warrant Certificates. Every Holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, with the Warrant Agent
and with every subsequent holder of such Warrant Certificate that, prior to due presentment of such
Warrant Certificate for registration of transfer, the Company and the Warrant Agent may treat the
Person in whose name the Warrant Certificate is registered as the owner thereof for all purposes
and as the Person entitled to exercise the rights granted under the Warrants, and neither the
Company, the Warrant Agent nor any agent thereof shall be affected by any notice to the contrary.



     Section 10.4 Communications to Holders. (a) If any Holder of a Warrant Certificate applies
in writing to the Warrant Agent and such application states that the applicant desires to
communicate with other Holders with respect to its rights under this Agreement or under the
Warrants, then the Warrant Agent shall, within five (5) Business Days after the receipt of such
application, and upon payment to the Warrant Agent by such applicant of the reasonable expenses of
preparing such list, provide to such applicant a list of the names and addresses of all Holders of
Warrant Certificates as of the most recent practicable date.



          (b) Every Holder of Warrant Certificates, by receiving and holding the same, agrees with the
Company and the Warrant Agent that neither the Company nor the Warrant Agent nor any agent of
either of them shall be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders in accordance with Section 10.4(a).




19









 








ARTICLE 11




CONCERNING THE WARRANT AGENT




     Section 11.1 Nature of Duties and Responsibilities Assumed. The Company hereby appoints the
Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent
hereby accepts the appointment as agent of the Company and agrees to perform that agency upon the
terms and conditions set forth in this Agreement and in the Warrant Certificates or as the Company
and the Warrant Agent may hereafter agree, by all of which the Company and the Holders of Warrant
Certificates, by their acceptance thereof, shall be bound; provided, however, that the terms and
conditions contained in the Warrant Certificates are subject to and governed by this Agreement or
any other terms and conditions hereafter agreed to by the Company and the Warrant Agent.



     The Warrant Agent shall not, by countersigning Warrant Certificates or by any other act
hereunder, be deemed to make any representations as to validity or authorization of (i) the
Warrants or the Warrant Certificates (except as to its countersignature thereon), (ii) any
securities or other property delivered upon exercise of any Warrant, (iii) the accuracy of the
computation of the number or kind or amount of stock or other securities or other property
deliverable upon exercise of any Warrant or (iv) the correctness of any of the representations of
the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not
at any time have any duty to calculate or determine whether any facts exist that may require any
adjustments pursuant to Article 6 hereof with respect to the kind and amount of shares or other
securities or any property issuable to Holders upon the exercise of Warrants required from time to
time. The Warrant Agent shall have no duty or responsibility to determine the accuracy or
correctness of such calculation or with respect to the methods employed in making the same. The
Warrant Agent shall not be accountable with respect to the validity or value (or the kind or
amount) of any Warrant Shares or of any securities or property which may at any time be issued or
delivered upon the exercise of any Warrant or upon any adjustment pursuant to Article 6 hereof, and
it makes no representation with respect thereto. The Warrant Agent shall not be responsible for
any failure of the Company to make any cash payment or to issue, transfer or deliver any Warrant
Shares or stock certificates or other securities or property upon the surrender of any Warrant
Certificate for the purpose of exercise or upon any adjustment pursuant to Article 6 hereof or to
comply with any of the covenants of the Company contained in Article 12 hereof.



     The Warrant Agent shall not (i) be liable for any recital or statement of fact contained
herein or in the Warrant Certificates or for any action taken, offered or omitted by it in good
faith on the belief that any Warrant Certificate or any other documents or any signatures are
genuine or properly authorized, (ii) be responsible for any failure on the part of the Company to
comply with any of its covenants and obligations contained in this Agreement or in the Warrant
Certificates or (iii) be liable for any act or omission in connection with this Agreement except
for its own gross negligence, bad faith or willful misconduct.



     The Warrant Agent is hereby authorized to accept and is protected in accepting instructions
with respect to the performance of its duties hereunder by Company Order and to apply to any such
officer named in such Company Order for instructions (which instructions will



20









 







be promptly given in writing when requested), and the Warrant Agent shall not be liable for
any action taken or suffered to be taken by it in good faith in accordance with the instructions in
any Company Order.



     The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or
perform any duty hereunder either itself or by or through its attorneys, agents or employees,
provided that reasonable care has been exercised in the selection and in the continued employment
of any such attorney, agent or employee. The Warrant Agent shall not be under any obligation or
duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof,
unless first indemnified to its satisfaction, but this provision shall not affect the power of the
Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without
such indemnity. The Warrant Agent shall promptly notify the Company in writing of any claim made
or action, suit or proceeding instituted against it arising out of or in connection with this
Agreement.



     The Company shall perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further acts, instruments and assurances as may
reasonably be required by the Warrant Agent in order to enable it to carry out or perform its
duties under this Agreement.



     The Warrant Agent shall act solely as agent of the Company hereunder and does not assume any
obligation or relationship of agency or trust for or with any of the Holders or any beneficial
owners of Warrants. The Warrant Agent shall not be liable except for the failure to perform such
duties as are specifically set forth herein or specifically set forth in the Warrant Certificates,
and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent
whose duties and obligations shall be determined solely by the express provisions hereof or the
express provisions of the Warrant Certificates.



     Section 11.2 Right to Consult Counsel. The Warrant Agent may at any time consult with legal
counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall
incur no liability or responsibility to the Company or to any Holder for any action taken, suffered
or omitted by it in good faith in accordance with the opinion or advice of such counsel.



     Section 11.3 Compensation, Reimbursement and Indemnification. The Company agrees to pay the
Warrant Agent from time to time compensation for all fees and expenses relating to its services
hereunder as the Company and the Warrant Agent may agree from time to time and to reimburse the
Warrant Agent for reasonable expenses and disbursements, including reasonable counsel fees and
expenses incurred in connection with the execution and administration of this Agreement. The
Company further agrees to indemnify the Warrant Agent for and save it harmless against any losses,
liabilities or reasonable expenses arising out of or in connection with the acceptance and
administration of this Agreement, including the reasonable costs, legal fees and expenses of
investigating or defending any claim of such liability, except that the Company shall have no
liability hereunder to the extent that any such loss, liability or expense results from the Warrant
Agent’s own gross negligence, bad faith or willful misconduct.



21









 





     Section 11.4 Warrant Agent May Hold Company Securities. The Warrant Agent, any Countersigning
Agent and any stockholder, director, officer or employee of the Warrant Agent or any Countersigning
Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its
Affiliates, become pecuniarily interested in transactions in which the Company or its Affiliates
may be interested, contract with or lend money to the Company or its Affiliates or otherwise act as
fully and freely as though it were not the Warrant Agent or the Countersigning Agent, respectively,
under this Agreement. Nothing herein shall preclude the Warrant Agent or any Countersigning Agent
from acting in any other capacity for the Company or for any other legal entity.



     Section 11.5 Resignation and Removal; Appointment of Successor. (a) The Warrant Agent may
resign its duties and be discharged from all further duties and liability hereunder (except
liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct)
after giving thirty (30) days’ prior written notice to the Company. The Company may remove the
Warrant Agent upon thirty (30) days’ written notice, and the Warrant Agent shall thereupon in like
manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The
Warrant Agent shall, at the expense of the Company, cause notice to be given in accordance with
Section 13.1(b) to each Holder of a Warrant Certificate of said notice of resignation or notice of
removal, as the case may be. Upon such resignation or removal, the Company shall appoint in
writing a new Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) calendar days after it has been notified in writing of such resignation by the
resigning Warrant Agent or after such removal, then the Holder of any Warrant Certificate may apply
to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any new Warrant
Agent, whether appointed by the Company or by such a court, shall be a corporation doing business
under the laws of the United States or any state thereof in good standing, authorized under such
laws to act as Warrant Agent, and having a combined capital and surplus of not less than
$50,000,000. The combined capital and surplus of any such new Warrant Agent shall be deemed to be
the combined capital and surplus as set forth in the most recent annual report of its condition
published by such Warrant Agent prior to its appointment, provided that such reports are published
at least annually pursuant to law or to the requirements of a Federal or state supervising or
examining authority. After acceptance in writing of such appointment by the new Warrant Agent, it
shall be vested with the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance, conveyance, act or
deed; but if for any reason it shall be reasonably necessary or expedient to execute and deliver
any further assurance, conveyance, act or deed, the same shall be done at the reasonable expense of
the Company and shall be legally and validly executed and delivered by the resigning or removed
Warrant Agent. Not later than the effective date of any such appointment, the Company shall file
notice thereof with the resigning or removed Warrant Agent. Failure to give any notice provided
for in this Section 11.5(a), however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or the appointment of a new Warrant
Agent, as the case may be.



          (b) Any corporation into which the Warrant Agent or any new Warrant Agent that be merged, or
any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant
Agent shall be a party, shall be a successor Warrant Agent under this Agreement without any further
act, provided that such corporation would be eligible for

22









 








appointment as successor to the Warrant Agent under the provisions of Section 11.5(a). Any
such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be
given in accordance with Section 13.1(b) to each Holder of a Warrant Certificate at such Holder’s
last address as shown on the Warrant Register.




     Section 11.6 Appointment of Countersigning Agent. (a) The Warrant Agent may appoint a
Countersigning Agent or Agents which shall be authorized to act on behalf of the Warrant Agent to
countersign Warrant Certificates issued upon original issue and upon exchange, registration of
transfer or pursuant to Article 7, and Warrant Certificates so countersigned shall be entitled to
the benefits of this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. Wherever reference is made in this Agreement
to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant
Certificates countersigned by the Warrant Agent, such reference shall be deemed to include
countersignature and delivery on behalf of the Warrant Agent by a Countersigning Agent and Warrant
Certificates countersigned by a Countersigning Agent. Each Countersigning Agent shall be
acceptable to the Company and shall at the time of appointment be a corporation doing business
under the laws of the United States of America or any State thereof in good standing, authorized
under such laws to act as Countersigning Agent, and having a combined capital and surplus of not
less than $50,000,000. The combined capital and surplus of any such new Countersigning Agent shall
be deemed to be the combined capital and surplus as set forth in the most recent annual report of
its condition published by such Countersigning Agent prior to its appointment, provided that such
reports are published at least annually pursuant to law or to the requirements of a Federal or
state supervising or examining authority.



          (b) Any corporation into which a Countersigning Agent may be merged, or any corporation
resulting from any consolidation to which such Countersigning Agent shall be a party, shall be a
successor Countersigning Agent without any further act, provided that such corporation would be
eligible for appointment as a new Countersigning Agent under the provisions of Section 11.6(a),
without the execution or filing of any paper or any further act on the part of the Warrant Agent or
the Countersigning Agent. Any such successor Countersigning Agent shall promptly cause notice of
its succession as Countersigning Agent to be given in accordance with Section 13.1(b) to each
Holder of a Warrant Certificate at such Holder’s last address as shown on the Warrant Register.




          (c) A Countersigning Agent may resign at any time by giving thirty (30) days’ prior written
notice thereof to the Warrant Agent and to the Company. The Warrant Agent may at any time
terminate the agency of a Countersigning Agent by giving thirty (30) days’ prior written notice
thereof to such Countersigning Agent and to the Company.




          (d) The Warrant Agent agrees to pay to each Countersigning Agent from time to time reasonable
compensation for its services under this Section, and the Warrant Agent shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 11.3.




          (e) Any Countersigning Agent shall have the same rights and immunities as those of the Warrant
Agent set forth in Section 11.1.




23









 








ARTICLE 12




ADDITIONAL COVENANTS OF THE COMPANY




     Section 12.1 Reports to Holders. (a) Whether or not required by Sections 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC within any applicable time periods it prescribes
(i) such annual reports as would be required by Sections 13 or 15(d) of the Exchange Act, (ii)
quarterly reports for each of the first three fiscal quarters of each fiscal year and (iii) all
other reports and information as would be required by Sections 13 or 15(d) of the Exchange Act.
Within fifteen (15) days after the same shall be filed with the SEC, the Company shall file with
the Warrant Agent, and supply to each Holder of Warrants, without cost to such Holder, copies of
such reports or other information, unless such reports and information are filed by EDGAR with the
SEC.



          (b) The Company shall provide the Warrant Agent with a sufficient number of copies of all
reports and other documents and information that the Warrant Agent may be required to deliver to
the Holders of the Warrants under this Section 12.1.




     Section 12.2 Compliance with Agreements. The Company shall comply in all material respects
with the terms and conditions of the Registration Rights Agreement.



     Section 12.3 Maintenance of Office. So long as any of the Warrants remain outstanding, the
Company will maintain in the City of New York the following: (a) an office or agency where the
Warrants may be presented for exercise, (b) an office or agency where the Warrants may be presented
for registration of transfer and for exchange as in this Agreement provided and (c) an office or
agency where notices and demands to or upon the Company in respect of the Warrants or of this
Agreement may be served. The Company will give to the Warrant Agent written notice of the location
of any such office or agency and of any change of location thereof. The Company hereby initially
designates the office of the Warrant Agent at Computershare Trust Company, N.A., 525 Washington
Blvd.-Suite 4690, Jersey City, N.J. 07310, or such other location as the Company may designate upon
notice from the Warrant Agent as the office or agency for each such purpose. In case the Company
shall fail to maintain any such office or agency or shall fail to give such notice of the location
or of any change in the location thereof, presentations and demands may be made and notices may be
served at the Corporate Agency Office.



ARTICLE 13




NOTICES




     Section 13.1 Notices Generally. (a) Any request, notice, direction, authorization, consent,
waiver, demand or other communication permitted or authorized by this Agreement to be made upon;
given or furnished to or filed with the Company or the Warrant Agent by the other party hereto or
by any Holder shall be sufficient for every purpose hereunder if in writing (including telecopy
communication) and telecopied or delivered by hand (including by courier service) as follows:



24









 





     If to the Company, to it at:


Quintana Maritime Limited

Pandoras 13 & Kyprou Street

16674 Glyfada, Greece

Attention: Stamatis Molaris

Telecopy No.: 011-30-210-898-6890



with a copy to



Steven Putnam, Esq.

601 Jefferson Street

Suite 3600

Houston, Texas 77002

Telecopy No.: (713) 751-7526



or




     If to the Warrant Agent, to it at:


Computershare Trust Company, N.A.

525 Washington Blvd. — Suite 4690

Jersey City, N.J. 07310

Attn: Robbin A. Mayo, Senior Account Manager

Telecopy No: 201-222-4151



or, in either case, such other address as shall have been set forth in a notice delivered in
accordance with this Section 13.1(a).




     All such communications shall, when so telecopied or delivered by hand, be effective when
telecopied with confirmation of receipt or received by the addressee, respectively.



     Any Person that telecopies any communication hereunder to any Person shall, on the same date
as such telecopy is transmitted, also send, by first class mail, postage prepaid and addressed to
such Person as specified above, an original copy of the communication so transmitted.



          (b) Where this Agreement provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the address of such Holder
as it appears in the Warrant Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Agreement provides for notice in any manner, such notice may be waived in writing

25









 








by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice.




     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made by a
method approved by the Warrant Agent as one which would be most reliable under the circumstances
for successfully delivering the notice to the addressees shall constitute a sufficient notification
for every purpose hereunder.



     Section 13.2 Required Notices to Holders. In case the Company shall propose (i) to pay any
dividend payable in stock of any class to the holders of its Common Stock or to make any other
distribution to the holders of its Common Stock for which an adjustment is required to be made
pursuant to Article 6, (ii) to distribute to the holders of its Common Stock rights to subscribe
for or to purchase any Additional Common Stock or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its Common Stock, (iv) to
effect any transaction described in Section 6.1(g) or (v) to effect the liquidation, dissolution or
winding up of the Company, then, and in each such case, the Company shall cause to be filed with
the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with
Section 13.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date
on which a record is to be taken for the purposes of such dividend or distribution; and (y) the
date on which such reclassification, transaction, event, liquidation, dissolution or winding up is
expected to become effective and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their Common Stock for securities, cash or other property
deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up.
Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at
least ten (10) days prior to the record date for determining holders of the Common Stock for
purposes of such action or, in the case of any action covered by clauses (iii) through (v), at
least twenty (20) days prior to the applicable effective or expiration date specified above or, in
any such case, prior to such earlier time as notice thereof shall be required to be given pursuant
to Rule 10b-17 under the Exchange Act, if applicable.



     If at any time the Company shall cancel any of the proposed transactions for which notice has
been given under this Section 13.2 prior to the consummation thereof, the Company shall give each
Holder prompt notice of such cancellation in accordance with Section 13.1(b) hereof.



ARTICLE 14




APPLICABLE LAW



THIS AGREEMENT, EACH WARRANT CERTIFICATE ISSUED HEREUNDER, EACH WARRANT EVIDENCED THEREBY AND ALL
RIGHTS ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



EACH OF THE PARTIES HERETO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED WITHIN
THE CITY, COUNTY AND STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY


26









 






DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE
ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER
SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY
HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR
PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY
BE PERMITTED BY ANY APPLICABLE LAW.




ARTICLE 15




PERSONS BENEFITING




     This Agreement shall be binding upon and inure to the benefit of the Company and the Warrant
Agent, and their respective successors and assigns and the Holders from time to time of the Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to confer upon any
Person, other than the Company, the Warrant Agent and the Holders of the Warrant Certificates, any
right, remedy or claim under or by reason of this Agreement or any part hereof. Each Holder, by
acceptance of a Warrant Certificate, agrees to all of the terms and provisions of this Agreement
applicable thereto.



ARTICLE 16




COUNTERPARTS




     This Agreement may be executed in any number of counterparts, each of which shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.



ARTICLE 17




AMENDMENTS




     The Company and the Warrant Agent may, without the consent or concurrence of the Holders of
the Warrant Certificates, by supplemental agreement or otherwise, amend this Agreement for the
purpose of making any changes or corrections in this Agreement that (i) are required to cure any
ambiguity or to correct or supplement any defective or inconsistent provision or clerical omission
or mistake or manifest error herein contained or (ii) add to the covenants and agreements of the
Company in this Agreement further covenants and agreements of the Company thereafter to be
observed, or surrender any rights or powers reserved to or



27









 




conferred upon the Company in this Agreement; provided, however, that in either case, such
amendment shall not adversely affect the rights or interests of the Holders of the Warrant
Certificates hereunder in any material respect. This Agreement may otherwise be amended by the
Company and the Warrant Agent only with the consent of the Holders of a majority of the then
outstanding Warrants. Notwithstanding the foregoing, the consent of each Holder of a Warrant
affected shall be required for any amendment pursuant to which the Warrant Price would be increased
or the number of Warrant-Shares purchasable upon exercise of Warrants would be decreased (other
than pursuant to adjustments provided herein).




     The Warrant Agent shall join with the Company in the execution and delivery of any such
amendment unless such amendment affects the Warrant Agent’s own rights, duties or immunities
hereunder, in which case the Warrant Agent may, but shall not be required to, join in such
execution and delivery. Upon execution and delivery of any amendment pursuant to this Article 17,
such amendment shall be considered a part of this Agreement for all purposes and every Holder of a
Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound
thereby.



     Promptly after the execution by the Company and the Warrant Agent of any such amendment, the
Company shall give notice to the Holders of Warrant Certificates, setting forth in general terms
the substance of such amendment, in accordance with the provisions of Section 13.1(b). Any failure
of the Company to mail such notice or any defect therein, shall not, however, in any way impair or
affect the validity of any such amendment.



ARTICLE 18




INSPECTION




     The Warrant Agent shall cause a copy of this Agreement to be available at all reasonable times
at the Corporate Agency Office of the Warrant Agent for inspection by the Holder of any Warrant
Certificate. The Warrant Agent may require such Holder to submit his Warrant Certificate for
inspection by it.



ARTICLE 19




SUCCESSOR TO THE COMPANY




     So long as Warrants remain outstanding, the Company will not enter into any Non-Surviving
Combination unless the acquirer shall expressly assume by a supplemental agreement, executed and
delivered to the Warrant Agent, in form reasonably satisfactory to the Warrant Agent, the due and
punctual performance of every covenant of this Agreement on the part of the Company to be performed
and observed and shall have provided for exercise rights in accordance with Section 6.1(g). Upon
the consummation of such Non-Surviving Combination, the acquirer shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Agreement with
the same effect as if such acquirer had been named as the Company herein.



28









 





ARTICLE 20




ENTIRE AGREEMENT




     This Agreement sets forth the entire agreement of the parties hereto as to the subject matter
hereof and supersedes all previous agreements among all or some of the parties hereto with respect
thereto, whether written, oral or otherwise.



ARTICLE 21




HEADINGS




     The descriptive headings of the several Sections of this Agreement are inserted for
convenience and shall not control or affect the meaning or construction of any of the provisions
hereof.



[Signature page to follow.]




29









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	QUINTANA MARITIME LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stamatis Molaris 	 	 
	 

	 	 	 	Name:  Stamatis Molaris	 	 
	 

	 	 	 	Title:  Chief Executive Officer and President	 	 
	 
	 	 	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Dennis V. Moccia 	 	 
	 

	 	 	 	Name:  Dennis V. Moccia	 	 
	 

	 	 	 	Title:  Managing Director	 	 






 









 





EXHIBIT A




FORM OF WARRANT CERTIFICATE




A-1









 





EXHIBIT B




FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE




(Transfers Pursuant to §2.4(a) of the Warrant Agreement)




                      , 20     




Computershare Trust Company, N.A.




                                        




                                        




Attention:                                         




Re: Quintana Maritime Limited Warrants to Purchase Common Stock (the “Warrants”)




     Reference is hereby made to the Warrant Agreement dated as of May 11, 2006 (the “Warrant
Agreement”) between Quintana Maritime Limited and Computershare Trust Company, N.A., as Warrant
Agent. Capitalized terms used but not defined herein shall have the meanings given them in the
Warrant Agreement.



     This letter relates to Warrants exercisable for an aggregate of ___Common Stock
(“Warrant Shares”), which Warrants are held in the name of [name of transferor] (the “Transferor”)
to effect the transfer of the Warrants to the undersigned.



     In connection with such request, and in respect of such Warrants, we confirm that:



     1. We understand that the Warrants and Warrant Shares have not been and may not be registered
under the Securities Act, and are being sold to us in a transaction that is exempt from the
registration requirements of the Securities Act.



     2. We are a corporation, partnership or other entity or person having such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of
an investment in the Warrants, and we are (or any account for which we are purchasing is) an
Institutional Accredited Investor or a Qualified Institutional Buyer (as such terms are defined
under the Securities Act), able to bear the economic risk of investment in the Warrants.



     3. We are acquiring the Warrants for our own account (or for accounts as to which we exercise
sole investment discretion and have authority to make, and do make, the statements contained in
this letter) and not with a view to any distribution of the Warrants or Warrant Shares, subject,
nevertheless, to the understanding that the disposition of our property shall at all times be and
remain within our control.



     4. We understand that (a) the Warrants will be delivered to us in registered form only and
that the certificate delivered to us in respect of the Warrants will bear a legend substantially to
the following effect:



B-1









 





[Restricted Warrant Legend]




     THE HOLDER OF THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT (OR AN
“ACCREDITED INVESTOR” AS DEFINED IN SUCH RULE THAT IS AN OFFICER OR DIRECTOR OF THE COMPANY”), AND
(2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY AND THE WARRANT SHARES TO BE ISSUED
UPON ITS EXERCISE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS MAY BE
PRESCRIBED BY RULE I44(K) (OR ANY SUCCESSOR PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN
“ACCREDITED INVESTOR” (OF THE TYPE REFERRED TO IN CLAUSE (1) ABOVE) THAT IS ACQUIRING THE SECURITY
AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES,
SUBJECT TO THE COMPANY’S, OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND SHALL OTHERWISE COMPLY
WITH THE REQUIREMENTS OF THE SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



     THIS SECURITY WAS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF
ONE SHARE OF THE COMPANY’S 12% MANDATORILY CONVERTIBLE PREFERRED STOCK AND FOUR CLASS A WARRANTS TO
PURCHASE A SHARE OF THE COMPANY’S COMMON STOCK. PRIOR TO THE EARLIEST TO OCCUR OF (1) 180 DAYS
AFTER THE CLOSING OF THE OFFERING OF THE UNITS, (2) THE DATE ON WHICH A REGISTRATION STATEMENT WITH
RESPECT TO THE SECURITIES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND (3) SUCH DATE
AS DAHLMAN ROSE & COMPANY, LLC, IN ITS SOLE DISCRETION SHALL DETERMINE, THE PREFERRED STOCK AND THE
WARRANTS MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM EACH OTHER, BUT MAY BE TRANSFERRED OR
EXCHANGED ONLY AS A UNIT.



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and (b) such certificates shall be reissued without the foregoing legend only in the event of a
disposition of the Warrants in accordance with the provisions of paragraph 5(c) or (d) below, or at
our request at such times as we would be permitted to dispose of the Warrants in accordance with
paragraph 5(d) below.




     5. We agree that in the event that at some future time we wish to dispose of any of the
Warrants or Warrant Shares, we will not do so unless:




     (a) the Warrants or Warrant Shares are sold to the Company or any Subsidiary thereof;




     (b) the Warrants are sold to an Institutional Accredited Investor or a Qualified
Institutional Buyer, that, prior to such transfer, furnishes to the Warrant Agent a signed
letter containing certain representations and agreements relating to the restrictions on
transfer of the Warrants and Warrant Shares (the form of which letter can be obtained from
the Warrant Agent);




     (c) the Warrants or Warrant Shares are sold by us pursuant to Rule 144 under the
Securities Act; or




     (d) the Warrants or Warrant Shares are sold pursuant to an effective registration
statement under the Securities Act.



	 	 	 	 	 	 	 
	 	 	Very truly yours,


[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         , 200                    




cc: Quintana Maritime Limited




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EXHIBIT C




FORM OF LEGAL OPINION ON TRANSFER




                      , 20     




EquiServe Trust Company, N.A.




                                        




                                        




Attention:                                         




Re: Quintana Maritime Limited Warrants to Purchase Common Stock




Ladies and Gentlemen:




     This opinion is being furnished to you in connection with the sale by                                          (the
“Transferor”) to                            (the “Purchaser”) of Warrants to Purchase Common Stock
exercisable for an aggregate of                      Common Stock, par value $.01 per share, of Quintana
Maritime Limited (the “Warrants”).



     We have examined such documents and records as we have deemed appropriate. In our examination
of the foregoing, we have assumed the authenticity of all documents, the genuineness of all
signatures and the due authorization, execution and delivery of the aforementioned by each of the
parties thereto. We have further assumed the accuracy of the representations contained in the
Accredited Investor Transferee Certificate executed and delivered by the Purchaser in connection
with its purchase of the Warrants made by the parties executing such document. We have also
assumed that the sale of the Warrants to the Transferor was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”).



     Based on the foregoing, we are of the opinion that the sale to the Purchaser of the Warrants
does not require registration of such Warrants or the Common Stock issuable upon exercise thereof
under the Securities Act.



Very truly yours,





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