exv10w1



 











Exhibit 10.1




Execution Version




SERVICES AGREEMENT




BETWEEN




QUINTANA MARITIME LIMITED




AND




QUINTANA MINERALS CORPORATION








 









 








Execution
Version




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Construction
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	RETENTION OF MINERALS; SCOPE OF SERVICES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Retention of Minerals
	 	 	4	 
	Section 2.02 Scope of Services
	 	 	4	 
	Section 2.03 Exclusion of Services
	 	 	4	 
	Section 2.04 Performance of Services by Affiliates
	 	 	4	 
	Section 2.05 Representations and Warranties of Minerals
	 	 	4	 
	Section 2.06 Representations and Warranties of Maritime
	 	 	5	 
	Section 2.07 Intellectual Property
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	BOOKS, RECORDS AND REPORTING
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Books and Records
	 	 	6	 
	Section 3.02 Audits
	 	 	6	 
	Section 3.03 Reports
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	PAYMENT AMOUNT
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment Amount
	 	 	7	 
	Section 4.02 Payment of Payment Amount
	 	 	7	 
	Section 4.03 Disputed Charges
	 	 	7	 
	Section 4.04 Set Off
	 	 	7	 
	Section 4.05 Minerals Employees
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	FORCE MAJEURE
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Force Majeure 
	 	 	8	 






 









 







	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	ASSIGNMENTS AND SUBCONTRACTS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Assignments
	 	 	8	 
	Section 6.02 Other Requirements
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	DISPUTE RESOLUTION
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Disputes
	 	 	9	 
	Section 7.02 Negotiation to Resolve Disputes
	 	 	9	 
	Section 7.03 Selection of Arbitrator
	 	 	9	 
	Section 7.04 Conduct of Arbitration
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	TERMINATION
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Termination By Maritime
	 	 	10	 
	Section 8.02 Termination by Minerals
	 	 	11	 
	Section 8.03 Effect of Termination
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	GENERAL PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Notices
	 	 	11	 
	Section 9.02 Entire Agreement; Superseding Effect
	 	 	12	 
	Section 9.03 Effect of Waiver or Consent
	 	 	12	 
	Section 9.04 Amendment or Restatement
	 	 	13	 
	Section 9.05 Restriction on Assignment; Binding Effect
	 	 	13	 
	Section 9.06 Governing Law; Severability
	 	 	13	 
	Section 9.07 Further Assurances
	 	 	13	 
	Section 9.08 Directly or Indirectly
	 	 	13	 
	Section 9.09 Counterparts
	 	 	13	 






 









 






Execution Version




SERVICES AGREEMENT




     This Services Agreement (this “Agreement”) is dated as of October 31, 2005 (the “Effective
Date”), between Quintana Maritime Limited, a Marshall Islands Corporation (“Maritime”) and Quintana
Minerals Corporation, a Texas corporation (“Minerals” and, together with Maritime, the “Parties”
and each, a “Party”).



RECITALS




     A. Minerals has been providing certain general and administrative services to Maritime, an
Affiliate of Minerals, since Maritime’s formation in April 2005, and Maritime has reimbursed
Minerals for those services.



     B. Maritime wishes to ratify such arrangement and to engage Minerals to continue to provide
those services.



     C. Minerals is willing to undertake such engagement, subject to the terms and conditions of
this Agreement.



     NOW, THEREFORE, Maritime and Minerals agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Definitions. As used in this Agreement, the following terms have the respective
meanings set forth below or set forth in the Sections referred to below:



     “Affiliate” shall mean with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, through the ownership of voting securities, by contract or otherwise.



     “Agreement” is defined in the introductory paragraph.



     “Arbitration Notice” is defined in Section 7.02(c).



     “Arbitrator” is defined in Section 7.03(a).



     “Bankrupt” with respect to any Person shall mean such Person shall generally be unable to pay
its debts as such debts become due, or shall so admit in writing or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or against such Person
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or
other similar official for it or for any substantial part of its property and, in the case of any
such proceeding instituted



 









 




against it (but not instituted by it), shall remain undismissed or
unstayed for a period of 30 days; or such Person shall take any action to authorize any of the
actions set forth above.




     “Change of Control” “Change of Control” means, with respect to any Person (the “Applicable
Person”), any of the following events:




     (i) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the Applicable Person’s assets to any
other Person, unless immediately following such sale, lease, exchange or other transfer such
assets are owned, directly or indirectly, by the Applicable Person;




     (ii) the consolidation or merger of the Applicable Person with or into another Person
pursuant to a transaction in which the outstanding Voting Securities of the Applicable
Person are changed into or exchanged for cash, securities or other property, other than any
such transaction where (a) the outstanding Voting Securities of the Applicable Person are
changed into or exchanged for Voting Securities of the surviving corporation or its parent
and (b) the holders of the Voting Securities of the Applicable Person immediately prior to
such transaction own, directly or indirectly, not less than a majority of the Voting
Securities of the surviving corporation or its parent immediately after such transaction;




     (iii) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the
Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that a person or group shall be deemed to have “beneficial
ownership” of all Voting Securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time) of more
than 50% of all of the then outstanding Voting Securities of the Applicable Person, except
in a merger or consolidation that would not constitute a Change of Control under clause (ii)
above; or



       notwithstanding the foregoing, the events described in clauses (i) through (iii) of this
definition shall not constitute a Change of Control of Minerals or Maritime if the other Person (or
“person” or “group,” in the case of clause (iii)) referred to in such clauses, immediately prior to
such transaction, is an Affiliate of Minerals or Maritime.



     “Default Rate” shall mean an interest rate (which shall in no event be higher than the rate
permitted by applicable law) equal to 300 basis points over LIBOR.



     “Dispute” is defined in Section 7.02(a).



     “Effective Date” is defined in the introductory paragraph.



     “Force Majeure” shall mean any cause beyond the reasonable control of a Party, including the
following causes (unless they are within such Party’s reasonable control): acts of God, strikes,
lockouts, acts of the public enemy, wars or warlike action (whether actual or impending), arrests
and other restraints of government (civil or military), blockades, embargoes, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, sabotage, tornadoes, named tropical storms
and hurricanes, and floods, civil disturbances, terrorism, mechanical



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breakdown of machinery or
equipment, explosions, confiscation or seizure by any government or other public authority, any
order of any court of competent jurisdiction, regulatory agency or governmental body having
jurisdiction.




     “Governmental Approval” shall mean any material consent, authorization, certificate, permit,
right of way grant or approval of any Governmental Authority that is necessary for the
construction, ownership and operation of the Assets in accordance with applicable Laws.



     “Governmental Authority” shall mean any court or tribunal in any jurisdiction or any federal,
state, tribal, municipal or local government or other governmental body, agency, authority,
department, commission, board, bureau, instrumentality, arbitrator or arbitral body or any
quasi-governmental or private body lawfully exercising any regulatory or taxing authority.



     “Laws” shall mean any applicable statute, Environmental Law (as defined in the Purchase
Agreement), common law, rule, regulation, judgment, order, ordinance, writ, injunction or decree
issued or promulgated by any Governmental Authority.



     “Maritime” is defined in the introductory paragraph.



     “Minerals” is defined in the introductory paragraph.



     “Participants” is defined in Section 7.01.



     “Parties” is defined in the introductory paragraph.



     “Payment Amount” is defined in Section 4.01.



     “Person” means an individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or other entity.



     “Services” is defined in Section 2.02.



     “Voting Securities” means securities of any class of a Person entitling the holders thereof to
vote on a regular basis in the election of members of the board of directors or other similar
governing body of such Person.



     Other terms defined herein have the meanings so given them.



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     Section 1.02 Construction. Unless the context requires otherwise: (a) the gender (or lack of
gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b)
references to Articles and Sections refer to Articles and Sections of this Agreement; (c)
references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a
part hereof for all purposes; and (d) references to money refer to legal currency of the United
States of America.



ARTICLE II




RETENTION OF MINERALS; SCOPE OF SERVICES




     Section 2.01 Retention of Minerals.



          (a) Maritime hereby engages Minerals to perform the Services (as defined below) and to provide
all employees and any facilities and equipment not otherwise provided by Maritime necessary to
perform the Services. Minerals hereby accepts such engagement and agrees to perform the Services
as directed and in the manner specified by Maritime and to provide any facilities and equipment not
otherwise provided by Maritime, and to provide all employees necessary to perform the Services.




     Section 2.02 Scope of Services. The “Services” shall consist of any services necessary to
assist in conducting Maritime’s business and include any services performed by Minerals prior to
the date hereof. Services shall include the payment of salaries and benefits and related overhead
for U.S.-based Maritime employees and payment of certain Maritime expenses that require immediate
payment, require U.S.-based payment or any other payments that Maritime determines should be paid
on its behalf by Minerals. The Services shall be provided as directed and in the manner specified
by the officers of Maritime. Minerals hereby covenants and agrees that the Services will be
performed (i) in accordance with applicable material Governmental Approvals and Laws and (ii) in
accordance with industry standards.



     Section 2.03 Exclusion of Services. At any time, either Minerals or Maritime may temporarily
or permanently exclude any particular service from the scope of the Services upon 30-days’ notice
to the other Party.



     Section 2.04 Performance of Services by Affiliates. The Parties hereby agree that in
discharging its obligations hereunder, Minerals may engage any of its Affiliates to perform the
Services (or any part of the Services) on its behalf and that the performance of the Services (or
any part of the Services) by any such Affiliate shall be treated as if Minerals performed such
Services itself. Notwithstanding the foregoing, nothing contained herein shall relieve Minerals of
its obligations hereunder.



     Section 2.05 Representations and Warranties of Minerals. Minerals hereby represents, warrants
and covenants to Maritime that the following statements are true and correct as of the date hereof:



          (a) Minerals is duly incorporated, validly existing, and in good standing under the laws of
the State of Texas; and Minerals has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder;






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          (b) Minerals has duly executed and delivered this Agreement, and this Agreement constitutes
the legal, valid and binding obligation of Minerals, enforceable against it in accordance with its
terms (except as may be limited by bankruptcy, insolvency or similar laws of general application
and by the effect of general principles of equity, regardless of whether considered at law or in
equity); and




          (c) The authorization, execution, delivery, and performance of this Agreement by Minerals does
not and will not (i) conflict with, or result in a breach, default or violation of, (A) its
articles of incorporation or by-laws, (B) any contract or agreement to which it is a party or is
otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitral award to
which it is subject; or (ii) require any consent, approval or authorization from, filing or
registration with, or notice to, any governmental authority or other Person, unless such
requirement has already been satisfied, except, in the case of clause (i)(B) and (i)(C), for such
conflicts, breaches, defaults or violations that would not have a material adverse effect on
Minerals or on its ability to perform its obligations hereunder, and except, in the case of clause
(ii), for such consents, approvals, authorizations, filings, registrations or notice, the failure
of which to obtain or make would not have a material adverse effect on Minerals or on its ability
to perform its obligations hereunder.




     Section 2.06 Representations and Warranties of Maritime. Maritime hereby represents, warrants
and covenants to Minerals that the following statements are true and correct as of the date hereof:



          (a) Maritime is duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its formation; Maritime has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder;




          (b) Maritime has duly executed and delivered this Agreement, and this Agreement constitutes
the legal, valid and binding obligation of each such Person enforceable against it in accordance
with its terms (except as may be limited by bankruptcy, insolvency or similar laws of general
application and by the effect of general principles of equity, regardless of whether considered at
law or in equity);




          (c) The authorization, execution, delivery, and performance of this Agreement by Maritime does
not and will not (i) conflict with, or result in a breach, default or violation of, (A) its
organizational documents, (B) any contract or agreement to which it is a party or is otherwise
subject, or (C) any law, order, judgment, decree, writ, injunction or arbitral award to which it is
subject; or (ii) require any consent, approval or authorization from, filing or
registration with, or notice to, any governmental authority or other Person, unless such
requirement has already been satisfied, except, in the case of clause (i)(B) and (i)(C), for such
conflicts, breaches, defaults or violations that would not have a material adverse effect on
Maritime or on its ability to perform their obligations hereunder, and except, in the case of
clause (ii), for such consents, approvals, authorizations, filings, registrations or notice, the
failure of which to obtain or make would not have a material adverse effect on Maritime or on its
ability to perform their obligations hereunder.





5









 








     Section 2.07 Intellectual Property.



          (a) Any (i) inventions, whether patentable or not, developed or invented, or (ii)
copyrightable material (and the intangible rights of copyright therein) developed, by Minerals, its
Affiliates or its or their employees in connection with the performance of the Services shall be
the property of Minerals; provided, however, that Maritime shall be granted an irrevocable,
royalty-free, non-exclusive and non-transferable right and license to use such inventions or
material; and further provided, however, that Maritime shall only be granted such a right and
license to the extent such grant does not conflict with, or result in a breach, default, or
violation of a right or license to use such inventions or material granted to Minerals by any
Person other than an Affiliate of Minerals. Notwithstanding the foregoing, Minerals will use all
commercially reasonable efforts to grant such right and license to Maritime.




          (b) Maritime hereby grants to Minerals and its Affiliates an irrevocable, royalty-free,
non-exclusive and non-transferable right and license to use, during the term of this Agreement, any
intellectual property provided by Maritime to Minerals or its Affiliates, but only to the extent
such use is necessary for the performance of the Services. Minerals agrees that it and its
Affiliates will utilize such intellectual property solely in connection with the performance of the
Services.




ARTICLE III




BOOKS, RECORDS AND REPORTING




     Section 3.01 Books and Records. Minerals shall maintain accurate books and records regarding
the performance of the Services and its calculation of the Payment Amount, and shall maintain such
books and records for the period required by applicable accounting practices or law.



     Section 3.02 Audits. Maritime shall have the right, upon reasonable notice, and at all
reasonable times during usual business hours, to audit, examine and make copies of the books and
records referred to in Section 3.01. Such right may be exercised through any agent or employee of
Maritime designated in writing by it or by an independent public accountant, engineer, attorney or
other agent so designated. Maritime shall bear all costs and expenses incurred in any inspection,
examination or audit. Minerals shall review and respond in a timely manner to any claims or
inquiries made by Maritime regarding matters revealed by any such inspection, examination or
audit.



     Section 3.03 Reports. Minerals shall prepare and deliver to Maritime any reports provided for
in this Agreement and such other reports as Maritime may reasonably request from time to time
regarding the performance of the Services.



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ARTICLE IV




PAYMENT AMOUNT




     Section 4.01 Payment Amount. Minerals shall invoice Maritime at cost for the amount of any
direct or indirect expenses incurred by Minerals in connection with its or its Affiliates’
performance of the Services (the “Payment Amount”) no less frequently than monthly.



     Section 4.02 Payment of Payment Amount. Maritime shall pay to Minerals the full Payment
Amount due under Section 4.01 within 10 days of receipt of an invoice.



     Section 4.03 Disputed Charges. MARITIME MAY, WITHIN 90 DAYS AFTER RECEIPT OF A CHARGE FROM
MINERALS, TAKE WRITTEN EXCEPTION TO SUCH CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE
COST INCURRED BY MINERALS OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES. MARITIME SHALL
NEVERTHELESS PAY IN FULL WHEN DUE THE FULL PAYMENT AMOUNT OWED TO MINERALS. SUCH PAYMENT SHALL NOT
BE DEEMED A WAIVER OF THE RIGHT OF MARITIME TO RECOUP ANY CONTESTED PORTION OF ANY AMOUNT SO PAID.
HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS
ULTIMATELY DETERMINED IN ACCORDANCE WITH ARTICLE VII NOT TO BE A REASONABLE COST INCURRED BY
MINERALS OR ITS AFFILIATES IN CONNECTION WITH ITS PROVIDING THE SERVICES HEREUNDER, SUCH AMOUNT OR
PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY MINERALS TO MARITIME TOGETHER WITH
INTEREST THEREON AT THE DEFAULT RATE DURING THE PERIOD FROM THE DATE OF PAYMENT BY MARITIME TO THE
DATE OF REFUND BY MINERALS.



     Section 4.04 Set Off. In the event that Minerals owes Maritime a sum certain in an
uncontested amount under any other agreement, then any such amounts shall be aggregated and
Maritime and Minerals shall discharge their obligations by netting those amounts against any
amounts owed by Maritime to Minerals under this Agreement. If Maritime or Minerals owes the other
party a
greater aggregate amount, that party shall pay to the other party the difference between the
amounts owed.



     Section 4.05 Minerals Employees. The obligations under Sections 4.01 and 4.02 shall be
limited to payment of Minerals or its Affiliates for expenses in connection with its employees
engaged in the provision of Services hereunder, and Maritime shall not be obligated to pay to
Minerals employees directly any compensation, salaries, wages, bonuses, benefits, social security
taxes, workers’ compensation insurance, retirement and insurance benefits, training and other such
expenses.



ARTICLE V




FORCE MAJEURE





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     Section 5.01 Force Majeure. A Party’s obligation under this Agreement shall be excused when
and to the extent its performance of that obligation is prevented due to Force Majeure; provided,
however, that a Party shall not be excused by Force Majeure from any obligation to pay money. The
Party that is prevented from performing its obligation by reason of Force Majeure shall promptly
notify the other Parties of that fact and shall exercise due diligence to end its inability to
perform as promptly as practicable. Notwithstanding the foregoing, a Party is not required to
settle any strike, lockout or other labor dispute in which it may be involved; provided, however,
that, in the event of a strike, lockout or other labor dispute affecting Minerals, Minerals shall
use reasonable efforts to continue to perform all obligations hereunder by utilizing its management
personnel and that of its Affiliates.



ARTICLE VI




ASSIGNMENTS AND SUBCONTRACTS




     Section 6.01 Assignments.



          (a) Without the prior consent of Minerals, Maritime may not sell, assign, transfer or convey
any of its rights, or delegate any of its obligations, under this Agreement to any Person.




          (b) Without the prior consent of Maritime, Minerals may not sell, assign, transfer or convey
any of its rights, or delegate any of its obligations, under this Agreement to any Person, other
than the delegation of performance of Services to an Affiliate of Minerals as permitted by Section
2.04 and the sale, assignment, transfer or conveyance of its rights hereunder to any such
Affiliate.




     Section 6.02 Other Requirements. Subject to the other provisions hereof:



          (a) All materials and workmanship used or provided in performing the Services shall be in
accordance with applicable drawings, specifications, and standards.




          (b) Minerals shall exercise reasonable diligence to obtain the most favorable terms or
warranties available from vendors, suppliers and other third parties, and where appropriate,
Minerals shall assign such warranties to Maritime.




          (c) In rendering the Services, Minerals shall not discriminate against any employee or
applicant for employment because of race, creed, color, religion, sex, national origin, age or
handicap, and shall comply with all applicable provisions of Executive Order 11246 of September 24,
1965, and any successor order thereto. Subject to the above, Minerals shall, to the extent
practicable, engage employees who reside in or whose businesses are located in the local area or
state where the Services are performed.




          (d) Minerals covenants and agrees to exercise reasonable diligence to ensure that, during the
term of this Agreement, it shall not employ unauthorized aliens as defined in the Immigration
Reform and Control Act of 1986, or any successor law.






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ARTICLE VII




DISPUTE RESOLUTION




     Section 7.01 Disputes. This Article VII shall apply to any dispute arising under or related
to this Agreement (whether arising in contract, tort or otherwise, and whether arising at law or in
equity), including (a) any dispute regarding the construction, interpretation, performance,
validity or enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the applicability of this
Article VII to a particular dispute (collectively, a “Dispute”). The provisions of this Article VII
shall be the exclusive method of resolving Disputes. For purposes of this Article, each of
Minerals and Maritime shall be a “Participant”.



     Section 7.02 Negotiation to Resolve Disputes. If a Dispute arises, the Participants shall
attempt to resolve such Dispute through the following procedure:



          (a) first, an executive officer of Minerals, and an executive officer of Maritime shall
promptly meet (whether by phone or in person) in a good faith attempt to resolve the Dispute;




          (b) second, if the Dispute is still unresolved after 20 days following the commencement of the
negotiations described in Section 7.02(a), then the chief executive officers
of Minerals and Maritime will promptly meet (whether by phone or in person) in a good faith
attempt to resolve the Dispute; and




          (c) third, if the Dispute is still unresolved after 10 days following the commencement of the
negotiations described in Section 7.02(b), then any Participant may submit such Dispute to binding
arbitration under this Article VII by notifying the other Participants (an “Arbitration Notice”).




     Section 7.03 Selection of Arbitrator.



          (a) Any arbitration conducted under this Article VII shall be heard by a sole arbitrator (the
“Arbitrator”) selected in accordance with this Section 7.03. Each Participant and each proposed
Arbitrator shall disclose to the other Participants any business, personal or other relationship or
affiliation that may exist between such Participant and such proposed Arbitrator, and any
Participant may disapprove of such proposed Arbitrator on the basis of such relationship or
affiliation.




          (b) The Participant that submits a Dispute to arbitration shall designate a proposed
Arbitrator in its Arbitration Notice. If any other Participant objects to such proposed
Arbitrator, it may, on or before the tenth day following delivery of the Arbitration Notice, notify
the other Participants of such objection. The Participants shall attempt to agree upon a
mutually-acceptable Arbitrator. If they are unable to do so within 20 days following delivery of
the notice described in the immediately-preceding sentence, any Participant may request the
American Arbitration Association (“AAA”) to designate the Arbitrator. If the Arbitrator so chosen
shall die, resign or otherwise fail or becomes unable to serve as Arbitrator, a replacement
Arbitrator shall be chosen in accordance with this Section 7.03.





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     Section 7.04 Conduct of Arbitration. The Arbitrator shall expeditiously (and, if possible,
within 90 days after the Arbitrator’s selection) hear and decide all matters concerning the
Dispute. Except as the Participants agree otherwise, the arbitration hearing shall be held in the
City of Houston, Texas. Except as the Participants agree otherwise, the arbitration shall be
conducted in accordance with the then-current Commercial Arbitration Rules of the AAA (excluding
rules governing the payment of arbitration, administrative or other fees or expenses to the
Arbitrator or the AAA), to the extent that such rules do not conflict with the terms of this
Agreement. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall
have the power (a) to gather such materials, information, testimony and evidence in the manner as
it deems appropriate and relevant to the dispute before it (and each Participant will provide such
materials, information, testimony and evidence requested by the Arbitrator, except to the extent
any information so requested is proprietary, subject to a third-party confidentiality restriction
or to an attorney-client or other privilege) and (b) to grant injunctive relief and enforce
specific performance. If it deems necessary, the Arbitrator may propose to the Participants that
one or more other experts be retained to assist it in resolving the Dispute. The retention of such
other experts shall require the unanimous consent of the Participants, which shall not be
unreasonably withheld. Each
Participant, the Arbitrator and any proposed expert shall disclose to each other any business,
personal or other relationship or affiliation that may exist between such Participant (or the
Arbitrator) and such proposed expert; and any Participant may disapprove of such proposed expert on
the basis of such relationship or affiliation. The decision of the Arbitrator (which shall be
rendered in writing) shall be final, nonappealable and binding upon the Participants and may be
enforced in any court of competent jurisdiction; provided that the Participants agree that the
Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or
authority to award, special, punitive, exemplary, consequential, indirect or other similar damages
(including without limitation damages on account of lost profits or opportunities) to any
Participant. The responsibility for paying the costs and expenses of the arbitration, including
compensation to the Arbitrator and any experts duly retained by the Arbitrator, shall be allocated
between the Participants in a manner determined by the Arbitrator to be fair and reasonable under
the circumstances. Each Participant shall be responsible for the fees and expenses of its
respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling
reasons exist for allocating all or a portion of such costs and expenses in another manner. Any
costs or expenses incurred by a Participant(s) in enforcing any Award of the Arbitrator shall be
borne by the Participant challenging the enforcement.



ARTICLE VIII




TERMINATION




     Section 8.01 Termination By Maritime.



          (a) Upon the occurrence of any of the following events, Maritime may terminate this Agreement
by giving written notice of such termination to Minerals:




               (i) Minerals becomes Bankrupt;



               (ii) Minerals dissolves and commences liquidation or winding-up; or



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               (iii) there occurs a Change of Control of Maritime.


Any termination under this Section 8.01(a) shall become effective immediately upon delivery of the
notice first described in this Section 8.01(a), or such later time (not to exceed the first
anniversary of the delivery of such notice) as may be specified by Maritime.




          (b) In addition to its rights under Section 8.01(a), Maritime may terminate this Agreement at
any time by giving notice of such termination to Minerals. Any termination under this Section
8.01(b) shall become effective 30 days after delivery of such notice, or such later time (not to
exceed the first anniversary of the delivery of such notice) as may be specified by Maritime.




     Section 8.02 Termination by Minerals.



          (a) Minerals may terminate this Agreement by giving written notice of such termination to
Maritime upon the occurrence of a Change of Control of Maritime.



Any termination under this Section 8.02(a) shall become effective immediately upon delivery of the
notice first described in this Section 8.02(a).




          (b) In addition to its rights under Section 8.02(a), Minerals may terminate this Agreement at
any time by giving notice of such termination to Maritime. Any termination under this Section
8.02(b) shall become effective 30 days after delivery of such notice, or such later time (not to
exceed the first anniversary of the delivery of such notice) as may be specified by Minerals




     Section 8.03 Effect of Termination. If this Agreement is terminated in accordance with
Section 8.01 or 8.02, all rights and obligations under this Agreement shall cease except for (a)
obligations that expressly survive termination of this Agreement; (b) liabilities and obligations
that have accrued prior to such termination, including the obligation to pay any amounts that have
become due and payable prior to such termination, and (c) the obligation to pay any portion of the
Payment Amount that has accrued prior to such termination, even if such portion has not become due
and payable at that time.



ARTICLE IX




GENERAL PROVISIONS




     Section 9.01 Notices. Except as expressly set forth to the contrary in this Agreement, all
notices, requests or consents provided for or permitted to be given under this Agreement must be in
writing and must be delivered to the recipient in person, by courier or mail or by facsimile,
telegram, telex, cablegram or similar transmission; and a notice, request or consent given under
this Agreement is effective on receipt by the Party to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal business hours of
the recipient shall be deemed effective on the next business day. All notices, requests and
consents to be sent to Minerals must be sent to or made at the address given below for Minerals, or
such other address as Williams may specify by notice to Maritime. All notices, requests and



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consents (including copies thereof) to be sent to Maritime must be sent to or made at the address
given below for Maritime.




	 	 	 	 	 
	Address for Notices:	 	Maritime:	 	Minerals:
	 

	 	Quintana Maritime Limited
	 	Quintana Minerals Corporation
	 

	 	601 Jefferson, Suite 3600
	 	601 Jefferson, Suite 3600
	 

	 	Houston, Texas 77002
	 	Houston, Texas 77002
	 

	 	Attention: Mr. Steve Putman
	 	Attention: Mr. Wyatt Hogan
	 

	 	Facsimile: (713) 751-7532
	 	Facsimile: (713) 751-7517






     Section 9.02 Entire Agreement; Superseding Effect. This Agreement constitutes the entire
agreement of the Parties relating to the matters contained herein, superseding all prior contracts
or agreements, whether oral or written, relating to the matters contained herein.



     Section 9.03 Effect of Waiver or Consent. Except as otherwise provided in this Agreement, a
waiver or consent, express or implied, to or of any breach or default by any Party in the
performance by that Party of its obligations under this Agreement is not a consent or waiver to or
of any other breach or default in the performance by that Party of the same or any other
obligations of that Party under this Agreement. Except as otherwise provided in this Agreement,
failure on the part of a Party to complain of any act of another Party or to declare another Party
in default under this Agreement, irrespective of how long that failure continues, does not
constitute a waiver by that Party of its rights with respect to that default until the applicable
statute-of-limitations period has run.



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     Section 9.04 Amendment or Restatement. This Agreement may be amended or restated only by a
written instrument executed by each of the Parties.



     Section 9.05 Restriction on Assignment; Binding Effect. This Agreement is binding on and
shall inure to the benefit of the Parties and their respective successors and permitted assigns.



     Section 9.06 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE CONSTRUCTION OR THE INTERPRETATION OF THIS AGREEMENT TO THE LAW OF
ANOTHER JURISDICTION. If any provision of this Agreement or the application thereof to any Person
or any circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement
and the application of such provision to other Persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.



     Section 9.07 Further Assurances. In connection with this Agreement and the transactions
contemplated hereby, each Party shall execute and deliver any additional documents and instruments
and perform any
additional acts that may be reasonably necessary or appropriate to effectuate and perform the
provisions of this Agreement and those transactions.



     Section 9.08 Directly or Indirectly. Where any provision of this Agreement refers to action
to be taken by any Party, or which such Party is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Party, including actions
taken by or on behalf of any Affiliate of such Party.



     Section 9.09 Counterparts. This Agreement may be executed in counterparts with the same
effect as if each signing party had signed the same document. All counterparts shall be construed
together and shall constitute one and the same instrument.



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Execution
Version




     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 	 	 	 	 
	 	 	QUINTANA MARITIME LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Stamatis Molaris	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stamatis Molaris	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer and President	 	 






	 	 	 	 	 	 	 	 	 
	 	 	QUINTANA MINERALS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Dwight L. Dunlap	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dwight L. Dunlap	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer