Execution
Version


 


Dated:
as of December 30, 2011


STI
SPIRIT SHIPPING COMPANY LIMITED


as
Borrower


 


 


SCORPIO
TANKERS INC.


as
Guarantor


 


 


DVB
BANK SE


as
Lender


 


 


–
and –


 


 


DVB
BANK SE 


as
Arranger, Agent


and
as Security Trustee


_______________________________________________________


 


FIRST
AMENDATORY AGREEMENT


______________________________________________________


 


Amending
and Supplementing the Loan Agreement dated as of March 9, 2011, as amended


by
a Letter Agreement dated September 28, 2011


 



    	



    	 



    



FIRST
AMENDATORY AGREEMENT dated as of December 30, 2011 (this “First Amendatory Agreement”)


 


AMONG


 


	(1)	STI
    SPIRIT SHIPPING COMPANY LIMITED, a corporation incorporated and existing under the laws of the Republic of The Marshall Islands
    whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as
  borrower (the “Borrower”);
	 	 
	(2)	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 guarantor (the “Guarantor”);
	 	 
	(3)	DVB
    BANK SE as lender (the “Lender”, which expression includes its successors, transferees and assigns);
	 	 
	(4)	DVB
    BANK SE, acting in such capacity through its London Branch at 80 Cheapside, London EC2V 6EE, England, as agent for the Lender
    (in such capacity, the “Agent”, which expression includes its successors, transferees and assigns);
	 	 
	(5)	DVB
    BANK SE, acting in such capacity through its London Branch at 80 Cheapside, London EC2V 6EE, England, as security trustee
    for the Lender (in such capacity, the “Security Trustee”, which expression includes its successors, transferees
    and assigns); and
	 	 
	(6)	DVB
    BANK SE, acting in such capacity through its office at Platz der Republik 6, 60325 Frankfurt am Main, Germany, as arranger
    (in such capacity, the “Arranger”, which expression includes its successors, transferees and assigns).


 


WITNESSETH
THAT:


 


WHEREAS,
the Borrower, the Guarantor, the Lender, the Agent, the Security Trustee and the Arranger are parties to a Loan Agreement dated
as of March 9, 2011 (as amended by a Letter Agreement dated September 28, 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 (a)
amend the definition of “Consolidated Liquidity”, (b) waive compliance with the requirements of Clauses 12.4 and 12.5
of the Loan Agreement during the Waiver Period (as defined below), and (c) amend Clause 12.4 with effect on and after October
1, 2013.


 


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. In addition:
	 	 


 



    	



    	 



    


	
 	“Waiver Period” means the period commencing
    on October 1, 2011 at 12:00 a.m. New York City time and ending on the earliest to occur of (a) September 30, 2013 at 11:59:59
    p.m. New York City time and (b) the occurrence after the commencement of the Waiver Period of any Event of Default, including,
    without limitation, any failure to comply with the provisions of this First Amendatory Agreement.
	 	 
	2	AMENDMENTS TO THE LOAN AGREEMENT; WAIVERS OF COVENANTS
	 	 
	2.1	Amendments.
	 	 
	(a)	Subject
    to Clause 3 below, the definition of “Consolidated Liquidity” in the Loan Agreement is amended and restated to
    read as follows:
	 	 
	 	““Consolidated
    Liquidity” means, on a consolidated basis at any time, the sum of (a) cash, (b) Cash Equivalents and (c) the Total
    Available Commitment (as defined under the Amended and Restated Loan Agreement dated as of July 6, 2011 among, inter alios,
    (i) the Guarantor as borrower, (ii) the subsidiaries of the Guarantor named therein as joint and several guarantors, (iii)
    the banks and financial institutions named therein as lenders, (iv) the banks and financial institutions named therein as
    swap banks, (v) Nordea Bank Finland plc, New York Branch, as agent, (vi) Nordea Bank Finland plc, New York Branch, as security
    trustee and (vii) Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA and ABN AMRO Bank as lead arrangers (as amended,
    supplemented, modified and/or restated from time to time)), in each case held by the Guarantor on a freely available and unencumbered
    basis;”
	 	 
	(b)	Subject
    to Clause 3 below, Clause 12.4 is amended and restated to read as follows on and after October 1, 2013:


 


	 	“12.4	Minimum
    interest coverage. Commencing on October 1, 2013 at 12:00 a.m. New York City time, the Guarantor shall maintain a ratio
    of Consolidated EBITDA to Consolidated Net Interest Expense of not less than 2.00 to 1.00. Such ratio shall at all times be
  calculated on a trailing four quarter basis.”


 


	2.2	Waivers. Subject to Clause 3 below, the Creditor Parties
    agree to waive compliance by the Guarantor during the Waiver Period with the requirements of Clauses 12.4 and 12.5 of the
    Loan Agreement (the “Specified Waivers”), provided that at all times during the Waiver Period, the
    Guarantor (i) shall not declare or pay any dividends unless the ratio of Consolidated EBITDA to Consolidated Net Interest
    Expense is equal to or exceeds 2.00 to 1.00, and (ii) shall be in compliance with the following covenants (and for
    the avoidance of doubt the Guarantor’s compliance with the requirements of Clauses 12.4 and 12.5 of the Loan Agreement
    (as amended hereby in the case of Clause 12.4) shall be reinstated immediately upon the expiration of the Waiver Period and
  shall be required at all times thereafter):
	 	 
	(a)	Minimum
    interest coverage.


 

	 	(i)	During
      the period commencing on October 1, 2011 at 12:00 a.m. New York City time and ending on December 31, 2012 at 11:59:59 p.m.
      New York City time, the Guarantor shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not
      less than 1.25 to 1.00.  Such ratio shall at all times be calculated on a trailing four quarter basis;
	 	 	 


 



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	 	(ii)	During
    the period commencing on January 1, 2013 at 12:00 a.m. New York City time and ending on March 31, 2013 at 11:59:59 p.m. New
    York City time, the Guarantor shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not less
    than 1.50 to 1.00.  Such ratio shall at all times be calculated on a trailing four quarter basis;
	 	 	 
	 	(iii)	During
    the period commencing on April 1, 2013 at 12:00 a.m. New York City time and ending on June 30, 2013 at 11:59:59 p.m. New York
    City time, the Guarantor shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not less than
    1.75 to 1.00.  Such ratio shall at all times be calculated on a trailing four quarter basis;
	 	 	 
	 	(iv)	During
    the period commencing on July 1, 2013 at 12:00 a.m. New York City time and ending on September 30, 2013 at 11:59:59 p.m. New
    York City time, the Guarantor shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not less
    than 2.00 to 1.00.  Such ratio shall at all times be calculated on a trailing four quarter basis.


 



	(b)	Free
liquidity. The Guarantor shall maintain Consolidated Liquidity, including all amounts on deposit with any bank, of not less
than $25,000,000 until the Guarantor owns directly or indirectly a fleet of 15 vessels. When the Guarantor owns directly or indirectly
a fleet of 15 vessels, the Guarantor shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger,
of not less than $25,000,000 plus $750,000 per each additional vessel that the Guarantor directly or indirectly owns over 15 vessels.
At all times during the Waiver Period, the Consolidated Liquidity shall consist of not less than $15,000,000 in cash and Cash
Equivalents.
	 	 
	3	CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT
	 	 
	3.1	Conditions precedent and subsequent. The effectiveness of
    this First Amendatory Agreement shall be subject to the completion, to the satisfaction of the Agent, of the following conditions
  precedent and subsequent:
	 	 
	(a)	On
    or before 5:00 p.m. New York City time on December 30, 2011 (in the case of subparagraphs (i) and (ii) below) and January
    10, 2012 (in the case of subparagraph (iii), (iv) and (v) below) (each, a “Conditions Precedent Deadline”),
  the Agent shall have received:


 

	 	(i)	a copy (with the original
      to follow) of this First Amendatory Agreement, duly executed by the parties hereto;
	 	 	 
	 	(ii)	copies of certificates dated as of a date not more than five (5)
      Business Days prior to the Conditions Precedent Deadline, certifying that each of the Borrower and the Guarantor is duly incorporated
      or formed and in good standing under the laws of its jurisdiction of incorporation or formation;
	 	 	 


 



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	 	(iii)	copies of resolutions of the directors of each of the Borrower
    and the Guarantor authorizing the execution of this First Amendatory Agreement and all other documents required hereby to
    which the Borrower or the Guarantor is to be a party, in each case certified as of a date not more than five (5) Business
    Days prior to the Conditions Precedent Deadline by an officer of such party as being a true and correct copy thereof;
	 	 	 
	 	(iv)	a copy (with the original to follow) of any power of attorney under
    which this First Amendatory Agreement and of all other documents required hereby is to be executed on behalf of the Borrower
    or the Guarantor; and
	 	 	 
	 	(v)	an amendment fee equal to 0.25% of the Loan as of the date of this
    First Amendatory Agreement.


 

	(b)	On or before 5:00 p.m. New York City time on January 20, 2012 (the
      “Conditions Subsequent Deadline”), the Agent shall have received favorable legal opinions from lawyers
      appointed by the Borrower on such matters concerning the laws of such relevant jurisdictions as the Agent may require.
	 	 
	3.2	Waiver of conditions precedent or subsequent. The
      Agent, with the consent of the Lenders, may waive one or more of the conditions referred to in Clause 3.1(a) or 3.1(b) provided
        that the Borrower delivers to the Agent a written undertaking to satisfy such conditions within ten (10) Business Days
      (or such longer period as the Agent may specify) after the Agent grants such waiver.
	 	 
	3.3	Failure to complete conditions precedent or subsequent. If
      the Borrower and the Guarantor fail to complete all or any of the conditions required by Clause 3.1(a) by the applicable Conditions
      Precedent Deadline or Clause 3.1(b) by the Conditions Subsequent Deadline, the Borrower and the Guarantor acknowledge and
      agree that the amendments made in Clause 2.1 hereof and the Specified Waivers made in Clause 2.2 hereof shall be null, void
      and of no effect whatsoever and that the Creditor Parties shall be entitled to all rights and to exercise all remedies afforded
      to them under the terms of the Loan Agreement (all of which are expressly reserved) as if (a) such amendments had not been
      made and (b) the Specified Waivers had not been granted by this First Amendatory Agreement.
	 	 
	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
      and conditions subsequent 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:
	 	 


 



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	(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
	 	 
	(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, the Guarantor acknowledges and agrees that the guarantee in Clause 16 of the Loan Agreement remains
      in full force and effect. 
	 	 
	(c)	The
      Borrower and the Guarantor 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 Guarantor of this First Amendatory Agreement and the performance by each of the Borrower and the Guarantor of all
      of its agreements and obligations under the Loan Agreement, as amended or temporarily waived 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 Guarantor 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 Guarantor to the Agent or the Lender since
    March 9, 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 March 9, 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.


 

[SIGNATURE
  PAGE FOLLOWS]


 



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


 


	STI
                                                                      SPIRIT SHIPPING COMPANY LIMITED, as Borrower

         

         

        By:
           /s/ Brian M. Lee                                

        Brian


        Attorney-in-Fact

         

         
	DVB
                                                                      BANK SE, as Lender

         

         

         

        By:             /s/ C. Gregory Chase                                

        C.
    Gregory Chase

        Attorney-in-Fact

         

	SCORPIO
                                                          TANKERS INC., as Guarantor

         

         

        By:
           /s/ Brian M. Lee                                

        Brian
    M. Lee

        Chief
        Financial Officer

         
	DVB
                                                          BANK SE, as Arranger, Agent and Security Trustee

         

         

        By:
             /s/ C. Gregory Chase                                

        C.
    Gregory Chase

        Attorney-in-Fact

         



 


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