To:	(1)	Nordea
    Bank Finland plc, New York Branch
	 	 	437
    Madison Avenue, 21st Floor
	 	 	New
    York, New York 10022
	 	 	(as
    Agent, Lead Arranger, Security Trustee, Lender and Swap Bank)
	 	 	 
	 	(2)	DNB
    NOR Bank ASA
	 	 	200
    Park Avenue, 31st Floor
	 	 	New
    York, NY 10166-0396
	 	 	(as
    Lead Arranger, Lender and Swap Bank)
	 	 	 
	 	(3)	ABN
    AMRO Bank N.V.
	 	 	Coolsingel
    93
	 	 	3012
    AE  Rotterdam
	 	 	The
    Netherlands
	 	 	(as
    Lead Arranger, Lender and Swap Bank)


 


September
22, 2011


 


Dear
Sirs:


 


We
refer to the Amended and Restated Loan Agreement dated as of July 12, 2011 (the “Loan Agreement”) among (i)
Scorpio Tankers Inc. (the “Borrower”), (ii) 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 (the “Guarantors”), (iii) the banks and financial institutions listed therein as lenders (the “Lenders”),
(iv) the banks and financial institutions listed therein as swap banks (the “Swap Banks”), (v) Nordea Bank
Finland plc, New York Branch (the “Agent”), (vi) Nordea Bank Finland plc, New York Branch (the “Security
Trustee”) and (vii) Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA and ABN AMRO Bank N.V. (the “Lead
Arrangers”), relating to a reducing revolving loan facility of up to US$137,039,071.68. Words and expressions defined
in the Loan Agreement shall have the same meaning when used herein except as expressly provided in this Letter.


 


We
request that, by countersigning this Letter, you confirm your agreement to amend the definition of “Consolidated Liquidity”
and the terms of Clauses 12.4 and 12.5 of the Loan Agreement, presently providing as follows:


““Consolidated
Liquidity” means, on a consolidated basis at any time, the sum of (a) cash and (b) Cash Equivalents, in each case held
by the Borrower on a freely available and unencumbered basis;”


	“12.4	Minimum
    interest coverage. Commencing with the third fiscal quarter of 2011, the Borrower shall maintain a ratio of Consolidated
    EBITDA to Consolidated Net Interest Expense of not less than 2.50 to 1.00. Such ratio shall be calculated quarterly on a trailing
    quarter basis from and including the third fiscal quarter of 2011, provided that for the third fiscal quarter of 2012
    and all periods thereafter such ratio shall be calculated on a trailing four quarter basis.”


 



    	 



    	 



    



 


	“12.5	Free
    liquidity. From and after the Effective Date, the Borrower shall maintain Consolidated Liquidity, including all amounts
    on deposit with any Lead Arranger, of not less than $15,000,000 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 $15,000,000 plus $750,000 per each additional
    vessel that the Borrower directly or indirectly owns over 15 vessels.”
	 	 


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, in each case held by the Borrower or any of its subsidiaries on a freely available and unencumbered basis;”


	“12.4	Minimum
    interest coverage. Commencing with the third fiscal quarter of 2011, the Borrower shall maintain a ratio of Consolidated
    EBITDA to Consolidated Net Interest Expense of not less than 2.00 to 1.00, provided that for the first fiscal quarter
    of 2013 and all periods thereafter such ratio shall be 2.50 to 1.00. Such ratio shall at all times be calculated on a trailing
    four quarter basis.”
	 	 
	“12.5	Free liquidity.
    From and after the Effective Date, the Borrower shall maintain Consolidated Liquidity, including all amounts on deposit
    with any Lead Arranger, of not less than $15,000,000 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 $15,000,000 plus $750,000 per each additional vessel that
    the Borrower directly or indirectly owns over 15 vessels. At all times, the Consolidated Liquidity shall have not less than
    $15,000,000 in cash and Cash Equivalents. For the period September 22, 2011 until December 31, 2012, the Borrower shall maintain
    Consolidated Liquidity of not less than $20,000,000, inclusive of any amounts otherwise maintained pursuant to this Section.”


 


The
Guarantors, by signature of this Letter, each confirm their approval to the amendments to the Loan Agreement set out herein and
confirm that the guarantee of Clause 16 of the Loan Agreement remains in full force and effect.


Other
than as set out in this Letter, the provisions of the Loan Agreement shall remain unchanged and in full force and effect.


We
agree that this Letter shall constitute a Finance Document for the purposes of the Loan Agreement.






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The
provisions of Clause 32 (Law and Jurisdiction) of the Loan Agreement shall apply to this Letter as if set out in full but
so that references to “this Agreement” are amended to read “this Letter”. All remaining provisions of
the Loan Agreement and the Finance Documents shall remain in full force and effect.


 


Yours
faithfully


 


 


 


/s
Brian M Lee                                            


Brian
M. Lee


Chief
Financial Officer


Scorpio
Tankers Inc.


 


 


 



    	3



    	 



    



Accepted
and agreed this _____day of September 2011 by:


 


	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

         

	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/ A.C.A.J. Diesbroeck                  

      Name:

        Title:

         

         

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

    Name:

        Title:

         

         

         

         




 



    	4



    	 



    



We
hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Letter and agree in all
respects to the same and confirm that the guarantee in Clause 16 of the Loan Agreement shall remain in full force and effect and
shall continue to stand as security for the Guaranteed Obligations stated therein.


 


	NOEMI
                                                                       SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                

        Name:
    Brian M. Lee

        Title:
        Secretary

         

	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

         

	STI
                                                          CONQUEROR SHIPPING COMPANY LIMITED, as Guarantor

         

         

        By:
        /s/ Brian M Lee                                

        Name:
      Brian M. Lee

        Title:
        Secretary

         

	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

         

         



 



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	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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