exv10w1



 






EXHIBIT 10.1




 Quintana Maritime Limited 

 Pandoras 13 & Kyrou Str.

166 74 Glyfada — Greece 




WAIVER LETTER, CONSENT AND AGREEMENT




2 August 2005




Citibank International plc

Loans Agency Office

2nd Floor

4 Harbour Exchange Square

London, E14 9GE



Re: $262,456,000 Credit Facility for Quintana Maritime Limited




Ladies and Gentlemen:




     This Waiver Letter, Consent and Agreement (this “Letter Agreement”) is entered into in
connection with the transactions contemplated by that certain Credit Facility, dated as of April
29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Quintana Maritime Limited (the “Borrower”), the Guarantors, Citibank
International plc, as Facility Agent and the other banks and financial institutions party thereto
(all capitalized terms used herein and not otherwise defined herein having the meanings specified
in the Credit Agreement).



     1. Waiver of Funding Limits. Borrower is hereby requesting that the Lenders waive,
effective from and after the Waiver Effective Date (as defined below), the following provisions
relating to the utilization of the Loans with respect to Vessel 6 and Vessel 8 contained in the
Credit Agreement so that, without regard to the following requirements or limitations contained in
such provisions, the Borrower may utilize Loan proceeds to fund the total purchase price of each
such Vessel as set forth in the Memorandum of Agreement for such Vessel (less any amounts
previously deposited by the Borrower into escrow pursuant to the terms of such Memorandum of
Agreement):




     (a) the condition precedent to delivery in Schedule 2, Part 2, 4(f) to the Credit
Agreement that the receipt of evidence that the Borrower has deposited into escrow accounts
and/or paid to the Sellers of Vessel 6 and Vessel 8, respectively, net cash proceeds of the
common equity financing in a sum equal to at least twenty per cent. (20%) of the aggregate
purchase price of such Vessels;




     (b) the requirement in Clauses 2.1 and 4.2 that the Maximum Available Loan Amount, in
respect of Vessel 6 and Vessel 8, respectively, and a Drawing related thereto not exceed
eighty (80) per cent. of the Market Value of such Vessel;



 









 






     (c) the requirement in Clauses 2.1 and 4.2 that the Maximum Available Tranche A Loan
Amount, in respect of Vessel 6 and Vessel 8, respectively, not exceed sixty five (65) per
cent. of the Market Value of such Vessel;




     (d) the requirement in Clause 2.1 that the Maximum Tranche A Facility Amount not exceed
sixty-five (65) per cent. of the Market Value of the Vessels; and




     (e) the requirement in Clause 2.1 that the Maximum Tranche B Facility Amount not exceed
fifteen (15) per cent. of the Market Value of the Vessels;


provided that, notwithstanding the waivers set forth in (a) through (e) above, any Drawing made in
respect of Vessel 6 and Vessel 8, respectively, (i) shall be for no more than the purchase price of
such Vessel as set forth in the Memorandum of Agreement for such Vessel (less any amounts
previously deposited by the Borrower into escrow pursuant to the terms of such Memorandum of
Agreement) and (ii) shall be drawn 81.25% as Tranche A Loans and 18.75%. as Tranche B Loans.




     2. Release of Quintana Maritime Investors. Borrower is hereby requesting that the
Lenders




     (a) consent to the release of Quintana Maritime Investors LLC as of the Waiver
Effective Date from all of its obligations under the Credit Agreement (including, without
limitation, its obligations as a Guarantor under Clause 14 of the Credit Agreement) and the
other Finance Documents to which it is a party; and




     (b) permit Quintana Maritime Investors LLC to be dissolved or liquidated at any time on
and after the Waiver Effective Date, notwithstanding any provision of the Finance Documents
prohibiting such dissolution or liquidation or giving rise to a Default or Event of Default
as a result thereof.



     3. Release of First Priority Share Pledge. Borrower is hereby requesting that the
Tranche A Lenders direct the Facility Agent and the Security Trustee as of the Waiver Effective
Date to (i) terminate the First Priority Charge Over Shares, dated May 2005, between Quintana
Maritime Investors LLC and Citicorp Trustee Company Limited, as Security Trustee, (ii) release any
charge or lien created over the Shares (as defined therein), and (iii) re-deliver the Shares to
Quintana Maritime Investors LLC.



     4. Release of Second Priority Share Pledge. Borrower is hereby requesting that the
Tranche B Lenders direct the Facility Agent and the Security Trustee as of the Waiver Effective
Date to (i) terminate the Second Priority Charge Over Shares, dated May 2005, between Quintana
Maritime Investors LLC and Citicorp Trustee Company Limited, as Security Trustee, (ii) release any
charge or lien created over the Shares (as defined therein), and (iii) re-deliver the Shares to
Quintana Maritime Investors LLC.



 









 





     5. Miscellaneous. The Borrower agrees that the waivers, consents and agreements
granted in this Letter Agreement apply solely with respect to the matters referred to above.
Except as specifically waived, consented to or agreed pursuant to the terms of this Letter
Agreement, the terms and conditions of the Credit Agreement shall remain in full force and effect.



     This Letter Agreement shall be governed by English law. The English courts have jurisdiction
to settle any dispute in connection with this Letter Agreement. The English courts are the most
appropriate and convenient courts to settle any such dispute.



     This Letter Agreement shall be effective on the date (such date, the “Waiver Effective
Date”) on which the Facility Agent receives (i) copies of this Letter Agreement signed by each
of the Lenders and the Borrower and (ii) copies of the Acknowledgment of Guarantors attached hereto
signed by each of the Guarantors.



 









 





     This Letter Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



	 	 	 	 	 
	 	Very truly yours,



QUINTANA MARITIME LIMITED,

as Borrower

 	 
	 	By:  	/s/ Paul J. Cornell
 	 
	 	 	Name:  	Paul J. Cornell 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 








SIGNATORIES



Waived, consented and agreed to as provided above as of the date first written above by:




	 	 	 
	The Lenders
	 	 
	 
	 	 
	CITIBANK, N.A.
	 	 
	 
	 	 
	By:   /s/ M. Briani

	 	Authorised signatory
	 
	 	 
	 
	 	 
	 
	 	 
	THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
	 	 
	 
	 	 
	By:  /s/ Russell Parker

	 	Authorised signatories
	 
	 	 
	Director of Corporate Banking
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	CREDIT SUISSE
	 	 
	 
	 	 
	By:  /s/ Mario Bene          /s/ Meike Maettig

	 	Authorised signatories
	 
	 	 
	 
	 	 
	 
	 	 
	HSH NORDBANK AG
	 	 
	LUXEMBOURG BRANCH
	 	 
	 
	 	 
	By:  /s/ Kerstin Pohle       /s/ Franz-Josef Glauben

	 	Attorney in fact
	 
	 	 
	 
	 	 
	 
	 	 
	ABN AMRO
	 	 
	 
	 	 
	By: /s/ Dimitri C. Magnostopoulous

	 	Attorney in fact
	 
	 	 
	       /s/ Ekaterini Mavrikou
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	The Facility Agent
	 	 
	 
	 	 
	CITIBANK INTERNATIONAL PLC

	 	Authorised signatory
	 
	 	 
	By:  /s/ Sonia Gosparini
	 	 






 









 








ACKNOWLEDGMENT OF GUARANTORS



Each of the undersigned guarantors agrees to the waiver and amendment of the Credit Agreement as
contemplated by the Waiver Letter, Consent and Agreement and with effect from the Waiver Effective
Date, confirms that any security, undertaking, indemnity or guarantee created or given by it under
a Finance Document will (i) continue in full force and effect notwithstanding the waiver and
amendment of the Credit Agreement contemplated by the Waiver Letter, Consent and Agreement and (ii)
extend to the liabilities and obligations of the Borrower to the Finance Parties under the Finance
Documents as amended or waived by the Waiver Letter, Consent and Agreement.




	 	 	 
	The Guarantors

	 	 
	 
	 	 
	QUINTANA MANAGEMENT LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
	 	 
	 
	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	KING COAL SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
	 	 
	 
	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	FEARLESS SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
	 	 
	 
	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 







 









 








	 	 	 
	COAL AGE SHIPCO LLC

	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	IRON MAN SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	LINDA LEAH SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	BARBARA SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 





 









 








	 	 	 
	COAL GLORY SHIPCO LLC

	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	COAL PRIDE SHIPCO LLC
	 	 
	 
	 	 
	By: QUINTANA MARITIME LIMITED, its Sole Member
	 	 
	 
	 	 
	By: /s/ Paul J. Cornell
 


	 	 
	 
	 	 
	Name: Paul J. Cornell
	 	 
	 
	 	 
	Title: Chief Financial Officer