Execution
Version


 


Dated:
as of December 22, 2011


SCORPIO
TANKERS INC.


as
Borrower


 


NOEMI
SHIPPING COMPANY LIMITED, 


SENATORE
SHIPPING COMPANY LIMITED, 


VENICE
SHIPPING COMPANY LIMITED, 


STI
CONQUEROR SHIPPING COMPANY LIMITED,


STI
GLADIATOR SHIPPING COMPANY LIMITED,


STI
HARMONY SHIPPING COMPANY LIMITED,


STI
HERITAGE SHIPPING COMPANY LIMITED,


STI
HIGHLANDER SHIPPING COMPANY LIMITED


and


STI
MATADOR 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 Amended and Restated Loan Agreement


dated
as of July 12, 2011, as amended by a Letter Agreement dated September 22, 2011


 



    	



    	 



    



FIRST
AMENDATORY AGREEMENT dated as of December 22, 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)	NOEMI
    SHIPPING COMPANY LIMITED, SENATORE SHIPPING COMPANY LIMITED, VENICE SHIPPING COMPANY LIMITED, STI CONQUEROR SHIPPING COMPANY
    LIMITED, STI GLADIATOR SHIPPING COMPANY LIMITED, STI HARMONY SHIPPING COMPANY LIMITED, STI HERITAGE SHIPPING COMPANY LIMITED,
    STI HIGHLANDER SHIPPING COMPANY LIMITED and STI MATADOR 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 an Amended and Restated Loan Agreement dated as of July 12, 2011 (as amended by a Letter Agreement dated September 22, 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 “Margin”, (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 “Margin” in the Loan Agreement is amended and restated to read as follows:
	 	 
	 	““Margin”
    means:


 


	 	(a)	During
  the period commencing on the initial Drawdown Date and ending on December 29, 2011 at 11:59:59 p.m.:


 


	 	(i)	3.00% per annum, if the ratio of Consolidated Funded Debt to Consolidated
  Total Capitalization is less than or equal to 50%; and
	 	 	 
	 	(ii)	3.50% per annum, if the ratio of Consolidated Funded Debt to Consolidated
    Total Capitalization is greater than 50%;


 


	 	(b)	3.50% per annum during the period commencing on December 30, 2011
  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; and
	 	 	 
	 	(c)	During the period commencing on October 1, 2013 at 12:00 a.m. New
    York City time and at all times thereafter:


 


	 	(i)	3.25% per annum, if
  the ratio of Consolidated Funded Debt to Consolidated Total Capitalization is less than or equal to 50%; and
	 	 	 
	 	(ii)	3.50% per annum, if the ratio of Consolidated Funded Debt to Consolidated
    Total Capitalization is greater than 50%;”


 



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	(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, the Borrower 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 Borrower 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 Borrower
    (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 Borrower’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 Borrower 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;
	 	 	 
	 	(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 Borrower 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 Borrower 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 Borrower 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 Borrower shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger,
    of not less than $25,000,000 until the Borrower owns directly or indirectly a fleet of 15 vessels. When the Borrower owns
    directly or indirectly a fleet of 15 vessels, the Borrower 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 Borrower 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.


 



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	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), (ii), (iv) and (v) below) and
    January 10, 2012 (in the case of subparagraph (iii) 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 the Borrower and each of the Guarantors is duly incorporated or formed and in good standing under the laws of its jurisdiction
    of incorporation or formation;
	 	 	 
	 	(iii)	copies
    of resolutions of the directors and, if necessary, the shareholders of the Borrower and each of the Guarantors authorizing
    the execution of this First Amendatory Agreement and all other documents required hereby to which the Borrower or that 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 a Guarantor; and
	 	 	 
	 	(v)	an
    amendment fee of $332,428.29.


 


	(b)	On or before 5:00 p.m. New York City time
    on January 10, 2012 (in the case of subparagraph (i) below) and January 20, 2012 (in the case of subparagraphs (ii) and (iii)
  below) (each, a “Conditions Subsequent Deadline”), the Agent shall have received:


 


	 	(i)	a valuation of the Fair Market Value of each Ship, dated not earlier
    than December 15, 2011, based on the average of two (2) valuations each prepared and addressed to the Agent by an Approved
  Broker;
	 	 	 
	 	(ii)	an original addendum
    to the Mortgage in respect of each of the Ships, each such addendum to be in form and substance satisfactory to the Agent
    and duly executed by the parties thereto, together with documentary evidence that such addendum has been duly recorded according
    to the laws of the Republic of The Marshall Islands; and
	 	 	 
	 	(iii)	favorable legal opinions from lawyers appointed by the Borrower
    on such matters concerning the laws of such relevant jurisdictions as the Agent may require.


 



    	4



    	 



    


	3.2	Waiver of conditions precedent or subsequent. The Agent, with the consent of the Lenders and the Swap Banks, 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 Guarantors 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 applicable Conditions Subsequent Deadline, the Borrowers and the Guarantors
      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:
	 	 
	(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. 
	 	 


 



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	(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 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 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;
	 	 
	(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 the date such documents were delivered previously to
    the Agent.
	 	 
	6	MISCELLANEOUS
	 	 






    	6



    	 



    
 

	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]


 



    	7



    	 



    



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

         

         

        NOEMI
        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/ Henning Lyche Christiansen      

        Name:
      Henning Lyche Christiansen

        Title:
        First Vice President

         

	SENATORE
                                                          SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
Brian M. Lee

        Title:
        Secretary

         

         

        VENICE
        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/ Giacomo Landi                                 

        Name:
    Giacomo Landi

        Title:
        Senior Vice President

         

	STI
                                                          CONQUEROR SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

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

         

         

        By:
        /s/ W.P. van Aerssen                           

      Name:

        Title:

         



 



    	8



    	 



    


	 

         

         

        STI
        GLADIATOR SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

         

         
	 
	STI
                                                          HARMONY SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

         

         
	 
	STI
                                                          HERITAGE SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

         

         
	 
	STI
                                                          HIGHLANDER SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

         
	 
	STI
                                                          MATADOR SHIPPING COMPANY LIMITED,

        as
        Guarantor

         

         

        By:
        /s/ Brian M Lee                                       

        Name:
      Brian M. Lee

        Title:
        Secretary

         
	 


 


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