Execution
Version


 


Dated:
as of June 27, 2011


 


SCORPIO
TANKERS INC.


as
Borrower


 


 


STI
CORAL SHIPPING COMPANY LIMITED


and
STI DIAMOND SHIPPING COMPANY LIMITED


as
Joint and Several Guarantors


 


 


NORDEA
BANK FINLAND PLC, NEW YORK BRANCH,


DNB
NOR BANK ASA and ABN AMRO BANK N.V.


as
Lenders


 


 


NORDEA
BANK FINLAND PLC, NEW YORK BRANCH,


DNB
NOR BANK ASA and ABN AMRO BANK N.V.


as
Swap Banks


 


 


NORDEA
BANK FINLAND PLC, NEW YORK BRANCH


as
Agent


and
as Security Trustee


 


 


–
and –


 


 


NORDEA
BANK FINLAND PLC, NEW YORK BRANCH,


DNB
NOR BANK ASA and ABN AMRO BANK N.V.


as
Lead Arrangers


 


_______________________________________________________


 


FIRST
AMENDATORY AGREEMENT


______________________________________________________


 


Amending
and Supplementing the Loan Agreement dated as of May 3, 2011


 



    	



    	 



    



FIRST
AMENDATORY AGREEMENT dated as of June 27, 2011 (this “First Amendatory Agreement”)


 


AMONG


 


	(1)	SCORPIO
    TANKERS INC., a corporation incorporated and existing under the laws of the Republic of The Marshall Islands whose principal
  office is at 9, Boulevard Charles III, Monaco, 98000, as borrower (the “Borrower”);
	 	 
	(2)	STI
    CORAL SHIPPING COMPANY LIMITED and STI DIAMOND SHIPPING COMPANY LIMITED, each a corporation incorporated and existing under
    the laws of the Republic of The Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake
    Island, Majuro, Marshall Islands MH96960, as joint and several guarantors (the “Guarantors”, and each separately
    a “Guarantor”, which expressions include their respective successors, transferees and assigns);
	 	 
	(3)	NORDEA
    BANK FINLAND PLC, NEW YORK BRANCH, DNB NOR BANK ASA, and ABN AMRO BANK N.V. as lenders (the “Lenders”,
    which expression includes their respective successors, transferees and assigns);
	 	 
	(4)	NORDEA
    BANK FINLAND PLC, NEW YORK BRANCH, DNB NOR BANK ASA, and ABN AMRO BANK N.V. as swap banks (the “Swap Banks”,
    which expression includes their respective successors, transferees and assigns);
	 	 
	(5)	NORDEA
    BANK FINLAND PLC, NEW YORK BRANCH, acting in such capacity through its office at 437 Madison Avenue, 21st Floor,
    New York, New York 10022, as agent for the Lenders (in such capacity, the “Agent”, which expression includes
    its successors, transferees and assigns);
	 	 
	(6)	NORDEA
    BANK FINLAND PLC, NEW YORK BRANCH, acting in such capacity through its office at 437 Madison Avenue, 21st Floor,
    New York, New York 10022, as security trustee for the Lenders and the Swap Banks (in such capacity, the “Security
    Trustee”, which expression includes its successors, transferees and assigns); and
	 	 
	(7)	NORDEA
    BANK FINLAND PLC, NEW YORK BRANCH, DNB NOR BANK ASA, and ABN AMRO BANK N.V. as lead arrangers (the “Lead Arrangers”,
    which expression includes their respective successors, transferees and assigns).


 


WITNESSETH
THAT:


 


WHEREAS,
the Borrower, the Guarantors, the Lenders, the Swap Banks, the Agent, the Security Trustee and the Lead Arrangers are parties
to a Loan Agreement dated as of May 3, 2011 (the “Loan Agreement”).


 


WHEREAS,
upon the terms and conditions stated herein, the parties hereto have agreed pursuant to Clause 28 of the Loan Agreement to amend
and restate Clause 12.3 of the Loan Agreement.


 



    	



    	 



    



NOW,
THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


	1	DEFINITIONS
	 	 
	1.1	Defined terms. Capitalized terms used but not defined herein
    shall have the meaning assigned such terms in the Loan Agreement.
	 	 
	2	AMENDMENTS TO THE LOAN AGREEMENT
	 	 
	2.1	Amendments. Subject to Clause 3 below, the parties hereto
    agree to amend the Loan Agreement as follows, with effect on and from the date hereof:
	 	 
	(a)	Clause 12.3 is amended and restated to read as follows:


 


	 	“12.3 	Minimum tangible net worth. The Borrower shall maintain
    a Consolidated Tangible Net Worth of not less than $150,000,000 plus (a) 25% of the Borrower’s cumulative, positive
    consolidated net income for each fiscal quarter commencing on or after July 1, 2010 and (b) 50% of the value of the Equity
  Proceeds realized from any issuance of Equity Interests in the Borrower occurring on or after July 1, 2010.”


 

	3	CONDITIONS PRECEDENT
	 	 
	3.1	Conditions precedent. The effectiveness of this First Amendatory
      Agreement shall be subject to the Agent having received a copy (with five originals to follow) of this First Amendatory Agreement,
      duly executed by the parties hereto, on or before 5:00 p.m. New York time on July 1, 2011 (the “Conditions Precedent
        Deadline”).
	 	 
	4	EFFECT OF AMENDMENTS
	 	 
	4.1	References. Each reference in the
      Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words
      of like import, and each reference to the “Loan Agreement” in any of the other Finance Documents, shall mean and
      refer to the Loan Agreement as amended hereby.
	 	 
	4.2	Effect of amendments. Subject to the terms of this First
      Amendatory Agreement, with effect on and from the date hereof (subject to fulfillment or waiver of the conditions precedent
      stated in Clause 3 above) the Loan Agreement shall be, and shall be deemed by
      this First Amendatory Agreement to have been, amended upon the terms and conditions stated herein and, as so amended, the Loan Agreement shall continue to be binding on each of the parties to it in accordance
      with its terms as so amended. In addition, each of the Finance Documents shall be, and shall be deemed by this First Amendatory
      Agreement to have been, amended as follows:
	 	 
	(a)	the definition of, and references throughout each of such Finance
      Documents to, the “Loan Agreement” and any of the other Finance Documents shall be construed as if the same referred
      to the Loan Agreement and those Finance Documents as amended or supplemented by
      this First Amendatory Agreement; and
	 	 


 



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	(b)	by
      construing references throughout each of the Finance Documents to “this Agreement”, “hereunder” and
      other like expressions as if the same referred to such Finance Documents as amended and supplemented by this First Amendatory
      Agreement.
	 	 
	4.3	No other amendments; ratification.
	 	 
	(a)	Except
      as amended hereby, all other terms and conditions of the Loan Agreement and the other Finance Documents remain unchanged and
      in full force and effect and are hereby ratified and confirmed in all respects. 
	 	 
	(b)	Without
      limiting the foregoing, each of the Guarantors acknowledges and agrees that the guarantee in Clause 16 of the Loan Agreement
      remains in full force and effect. 
	 	 
	(c)	The
      Borrower and the Guarantors acknowledge and agree that the Loan Agreement shall, together with this First Amendatory Agreement,
      be read and construed as a single agreement. 
	 	 
	5.	REPRESENTATIONS AND WARRANTIES
	 	 
	5.1	Authority. The execution and delivery by each of the Borrower
      and the Guarantors of this First Amendatory Agreement and the performance by each of the Borrower and the Guarantors of all
      of its agreements and obligations under the Loan Agreement, as amended hereby, are within such Security Party’s corporate
      authority and have been duly authorized by all necessary corporate action on the part of such Security Party, and no consent
      of any third party is required in connection with the transactions contemplated by this First Amendatory Agreement.
	 	 
	5.2	Enforceability. This First Amendatory Agreement and the
      Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the parties hereto and are
      enforceable against such parties in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting generally the enforcement of, creditors’ rights and
      except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion
      of the court before which any proceeding may be brought.
	 	 
	5.3	Certifications. Each of the Borrower
      and the Guarantors certifies that:
	 	 
	(a)	there is no proceeding
      for the dissolution or liquidation of such party;
	 	 
	(b)	the representations and warranties contained in the Loan Agreement,
      as amended hereby, are true and correct as though made on and as of the date hereof, except for (A) representations or warranties
      which expressly relate to an earlier date in which case such representations and warranties shall be true and correct, in
      all material respects, as of such earlier date or (B) representations or warranties which are no longer true as a result of
      a transaction expressly permitted by the Loan Agreement;
	 	 


 



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	(c)	there is no material
    misstatement of fact in any information provided by each of the Borrower and the Guarantors to the Agent or the Lender or
    the Swap Banks since May 3, 2011, and such information did not omit to state any material fact necessary to make the statements
    therein, in the light of the circumstances under which they were made, not misleading;
	 	 
	(d)	there is no event occurring
    and continuing, or resulting from this First Amendatory Agreement, that constitutes a Potential Event of Default or an Event
    of Default; and
	 	 
	(e)	there have been no
    amendments to the constitutional documents of any Security Party since May 3, 2011.
	 	 
	6	MISCELLANEOUS
	 	 
	6.1	Governing law. THIS FIRST AMENDATORY AGREEMENT SHALL
    BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
    OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401). 
	 	 
	6.2	Counterparts. This First Amendatory Agreement may be executed
    in any number of counterparts, all of which taken together shall constitute one and the same instrument.
	 	 
	6.3	Severability. Any provision of this First Amendatory Agreement
    that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
    prohibition or unenforceability without invalidating or affecting the validity or enforceability of such provision in any
    other jurisdiction.
	 	 
	6.4	Payment of expenses. The Borrower agrees to pay or reimburse
    each of the Creditor Parties for all reasonable expenses in connection with the preparation, execution and carrying out of
    this First Amendatory Agreement and any other document in connection herewith or therewith, including but not limited to,
    reasonable fees and expenses of any counsel whom the Creditor Parties may deem necessary or appropriate to retain, any duties,
    registration fees and other charges and all other reasonable out-of-pocket expenses incurred by any of the Creditor Parties
    in connection with the foregoing.
	 	 
	6.5	Headings and captions. The headings captions in this First
    Amendatory Agreement are for convenience of reference only and shall not define or limit the provisions hereof.


 


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WHEREFORE,
the parties hereto have caused this First Amendatory Agreement to be executed as of the date first above written.


 


	SCORPIO
                                                                      TANKERS INC., as Borrower

         

         

        By:
      /s/ Brian M. Lee                           

        Name:
    Brian M. Lee

        Title:
        Chief Financial Officer

         

         

        STI
        CORAL SHIPPING COMPANY

        LIMITED,
        as Guarantor

         

         

        By:
        /s/ Brian M Lee                            

        Name:
    Brian M. Lee

        Title:
        Secretary

         
	NORDEA
                                                                      BANK FINLAND PLC, NEW YORK BRANCH, as Lender, Agent, Security
                                                                      Trustee, Lead Arranger and Swap Bank

         

         

        By:
          /s/ Martin Lunder                              

        Name:
Martin Lunder

        Title:
        Senior Vice President

         

         

         

        By:
          /s/ Justin K. Martin                            

        Name:
    Justin K. Martin

        Title:
        Assistant Vice President

         

	STI
                                                          DIAMOND SHIPPING

        COMPANY
        LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                            

        Name:
      Brian M. Lee

        Title:
        Secretary

         

         

         
	DNB
                                                          NOR BANK ASA, as Lender, Lead Arranger and Swap Bank

         

         

        By:
          /s/ Nikolai A Nachamkin                    

        Name:
    Nikolai A. Nachamkin

        Title:
        Senior Vice President

         

         

        By:
          /s/ Evan Uhlick                                    

        Name:
  Evan Uhlick

        Title:
        Vice President

         

	 	ABN
                                                          AMRO BANK N.V., as Lender, Lead Arranger and Swap Bank

         

         

        By:
          /s/ J.A.L.M. Gorgels                           

        Name:
    J.A.L.M. Gorgels

        Title:
        Director

         

        By:
          /s/ A.C.A.J. Diesbroeck                     

    Name:

        Title:

         

         



 




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