Michael J. Frevola (MJF 8359)

Christopher G. Kelly (CGK 3865)

HOLLAND & KNIGHT LLP

195 Broadway

New York, NY 10007-3189

(212)513-3200

ATTORNEYS FOR PLAINTIFF

ROYAL CARIBBEAN CRUISES LTD.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

HAY 1 5 2007

ROYAL CARIBBEAN CRUISES LTD.,

Plaintiff,

-againstNATIONAL BIOFUELS, L.P. and

ENAGRA INC.

Defendants.

07 Civ. 3353 (JSR)

VERIFIED

AMENDED

COMPLAINT

Plaintiff, Royal Caribbean Cruises Ltd. ("RCL"), by and through its attorneys, Holland &

Knight LLP, for its verified amended complaint against National Biofuels, L.P. ("NBF") and

Enagra Inc. ("Enagra"), alleges upon information and belief as follows:

1. This is a case of admiralty and maritime jurisdiction as hereinafter more fully

appears and is a maritime claim within the meaning of Rule 9(h) of the Federal Rules of Civil

Procedure.

2. At all times material herein, plaintiff RCL was and is a business entity organized

and existing under the laws of the Republic of Liberia with a principal place of business at 1050

Caribbean Way, Miami, Florida 33132.

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 1 of 11
3. Upon information and belief, at all times material herein, defendant NBF was and

is a business entity organized and existing under the laws of Texas, with a principal place at 5120

Woodway Drive #10010, Houston, Texas 77056.

4. Upon information and belief, at all times material herein, defendant Enagra was

and is a business entity organized and existing under the laws of California, with a principal

place at 5120 Woodway Drive #10010, Houston, Texas 77056. Based on information learned by

RCL in the last few days, as set forth below, upon information and belief Enagra is an alter-ego

of defendant NBF, is dominated by defendant NBF so as to have no separate corporate mind, and

exists and is designed and intended by NBF to defeat NBF's creditors and avoid NBF's liabilities.

5. On or about December 16, 2005, RCL and NBF entered into a contract for the

supply of fuel to RCL vessels (the "Contract"), the term of which Contract was January 24, 2006

to December 31, 2008. A true copy of the Contract is annexed as Exhibit 1.

6. Under the terms of the Contract, NBF was to provide fuel to vessels of the RCL

fleet in periodic installments throughout the term of the Contract.

7. Under the terms of the Contract, NBF retained fuel reserved by RCL in NBF's

tanks or tanker vessels pending its delivery to RCL.

8. Under the terms of the Contract, disputes between RCL and NBF are to be

submitted to arbitration in New York pursuant to New York law. Enagra, as an alter-ego of

NBF, likewise should be bound to NBF's agreement to arbitrate disputes with RCL in New York.

9. As set forth below, NBF has breached its obligations under the Contract by failing

to provide fuel to RCL as provided under the Contract despite RCL's having performed fully

under the Contract.

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 2 of 11
10. Furthermore, as set forth below, NBF's unlawful retention of RCL's fuel and

seeking to sell RCL's fuel to third parties constitutes a conversion of RCL's property.

11. As a result of the foregoing, and as described below, RCL has sustained damages

in the principal amount of $4,935,321.32, exclusive of interest, costs and reasonable attorneys'

fees.

12. Under the Contract, RCL also is entitled to receive its interest, expenses and

reasonable attorneys' fees for prosecuting its claims to completion, which amount is estimated to

be $2,184,477.12, as set forth below:

Interest: $1,184,477.12 ($4,935,321.32 x 0.08/yearx 3 years)

Attorneys' Fees/Expenses: $ 300.000.00

Total: $2,184,477.12

13. Neither NBF nor Enagra are found within the Southern District of New York but

do have assets, good or chattels within the jurisdiction, to wit: funds or accounts held in the name

of National Biofuels, L.P. or in the name of Enagra Inc., which funds are with, upon information

and belief, the following financial institutions: Bank of America, N.A.; The Bank of New York;

Citibank, N.A.; Deutsche Bank Trust Company Americas; HSBC Bank USA, N.A.; JPMorgan

Chase Bank, N.A.; UBS AG; Wachovia Bank, N.A.; Societe Generale; Standard Chartered

Bank; BNP Paribas; Calyon Investment Bank; American Express Bank; Commerzbank; ABN

Amro Bank; Bank Leumi USA; Fortis Financial Groups; Banco Popular; Bank of TokyoMitsubishi UFJ Ltd. or any other financial institution within the Southern District of New York.

14. The fuel in which RCL claims an interest, or the proceeds of the sale of that fuel,

is now, or during the pendency of this action will be, within the jurisdiction of this Honorable

Court.

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 3 of 11
15. While all disputes arising out of the Contract are to be arbitrated in New York, the

action herein is submitted in accordance with Rules B, C and D of the Supplemental Rules of

Certain Admiralty and Maritime Claims of the Federal Rules of Civil Procedure as well as 9

U.S.C. §8, is not and cannot be considered a waiver of the Contract's arbitration clause.

COUNTI

BREACH OF CONTRACT

16. RCL incorporates by reference Paragraphs 1 through 15 above.

17. Under the terms of the Contract, NBF agreed to provide RCL with fuel for its

vessels pursuant to RCL's operational requirements. The Contract provided that RCL would

advise NBF of the estimated amounts of fuel that RCL would require within a designated time

frame, which amounts RCL then would request to be delivered to supply its vessels.

18. NBF further agreed that, in the event that it breached its obligation to provide

RCL fuel under the Contract, NBF would be liable to RCL, inter alia, for the damages incurred

by RCL in having to cover for NBF's failure to perform as required under the Contract.

19. RCL has complied with its obligations under the Contract, including having

notified NBF in advance of its fuel requirements.

20. On April 17,2007, RCL contacted NBF for the purposes of taking delivery of fuel

under the Contract and in accordance with fuel requirements of which RCL previously had

advised NBF. The fuel which RCL sought to be delivered under this request already had been

purchased by RCL by wire transfer dated December 26, 2006 and was slated for loading aboard

the cruise ships M/V INFINITY, M/V SUMMIT and M/V RADIANCE OF THE SEAS (the

"Fuel").

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 4 of 11
21. NBF initially replied that it did not have sufficient inventory to fulfill RCL's

request. RCL questioned this representation by NBF in light of the fact that NBF had loaded

another vessel, the FAIRCHEM STEED, with fuel from its tanks that NBF had ordered to be

carried as cargo to, and sold to a third party - E.D.& F. MAN Biofuels ("ED&F") - in Europe.

22. hi response to RCL's question regarding the cargo on the FAIRCHEM STEED,

NBF denied having any fuel stored that was reserved for RCL.

23. NBF did have the Fuel that had been reserved for RCL. NBF, however, loaded

that Fuel aboard the FAIRCHEM STEED for the purpose of selling it to ED&F in Europe.

24. On April 18, 2007, RCL demanded by e-mail that NBF immediately confirm that

it would honor its commitments under the Contract because the M/V INFINITY needed to be

fueled for its next cruise on Sunday, April 22, 2007. hi that e-mail, RCL further stated that if

NBF did not confirm its intention to honor the Contract, RCL would be required to purchase

MGO (marine gas oil) on the open market to cover for the Fuel NBF had refused to supply to

RCL's vessel. A copy of RCL's April 18,2007 e-mail to NBF is annexed as Exhibit 2.

25. On Thursday, May 10, 2007, RCL wrote to ED&F to advise that it was preparing

to commence arrest proceedings in The Netherlands to arrest that portion of the Fuel which had

been improperly loaded aboard the FAIRCHEM STEED.

26. hi response to RCL's letter, ED&F replied on Friday, May 11, 2007 that the Fuel

aboard the FAIRCHEM STEED already had been paid for and that such payment had been made

to Enagra, not NBF. A copy of ED&F's Treasury Instruction dated May 9, 2007 reflecting the

order to pay Enagra for the Fuel aboard the FAIRCHEM STEED is annexed as Exhibit 3.

27. Since being advised by ED&F that Enagra was the party to be paid for the Fuel

aboard the FAIRCHEM STEED, RCL has obtained copies of some of the bills of lading for the

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 5 of 11
Fuel aboard the FAIRCHEM STEED (the "Bills of Lading"), as well as the Cargo Manifests for

that cargo (the "Cargo Manifests") filed with the U.S. Department of the Treasury. Review of

the Cargo Manifests shows that Enagra listed its address as the same as the address of NBF:

5120 Woodway Drive #10010, Houston, Texas 77056. Copies of the Bills of Lading and of the

Cargo Manifests are annexed as Exhibits 4 and 5, respectively. Additionally, Michael Petras is

listed on both the Bills of Lading and the Cargo Manifests as the designated contact person for

Enagra. As shown by the document annexed as Exhibit 6 and downloaded from the Texas

Department of State website, Michael Petras is a director of NBF.

28. Upon information and belief, NBF transferred ownership of the Fuel shipped

under the Bill of Lading to its alter-ego Enagra without consideration in an effort to defeat NBF's

creditors and avoid NBF's liabilities.

29. RCL has purchased fuel to cover the Fuel that NBF refused to deliver to RCL and

to fuel the M/V INFINITY.

30. NBF's failure to deliver the Fuel to RCL, despite RCL having reserved it, paid for

. it, and requested delivery of it, constitutes a breach of the Contract, as a result of which RCL has

been damaged and is entitled to bring this claim herein.

31. As a result of the foregoing, NBF and Enagra both are liable to RCL in the

principal amount of $2,940,990.40, exclusive of interest, costs and attorneys' fees (which

additional amounts are recited above in paragraph 12).

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 6 of 11
COUNT II

PLAINTIFFS' CONVERSION CLAIM

32. RCL incorporates by reference Paragraphs 1 through 31 above.

33. NBF has been, and still is, exercising dominion and/or control over the Fuel

reserved by, paid for, and requested by RCL under the Contract.

34. Although RCL repeatedly has demanded that NBF provide the Fuel to RCL, NBF

has refused to comply with RCL's demand, which refusal is inconsistent with RCL's rights

thereto.

35. NBF's refusal to deliver the purchased Fuel to RCL, and its causing the Fuel to be

carried on the high seas with the intent that it be sold to ED&F in Europe, constitutes the tort of

conversion. As NBF's alter-ego and fraudulent transferee, Enagra likewise is liable for the

conversion of the Fuel. As a result of NBF's and Enagra's conversion of the Fuel, RCL has been

damaged in the principal amount of $2,940,990.40, exclusive of interest, costs and attorneys' fees

(which additional amounts are recited above in paragraph 12).

COUNT III

BREACH OF CONTRACT

36. RCL incorporates by reference Paragraphs 1 through 35 above.

37. At various times between the commencement of the Contract and before the

present, NBF's deliveries to RCL fell short of the amount requested by RCL.

38. At present, the shortfall of fuel delivered to RCL by NBF, for which shortfall

RCL has paid but not received, totals approximately 6,000 metric tons.

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 7 of 11
39. NBF's failure to deliver the fuel to RCL, despite RCL having reserved it, paid for

it, and requested delivery of it, constitutes a breach of the Contract, as a result of which RCL has

been damaged and is entitled to bring this claim herein.

40. As a result of the foregoing, NBF is liable to RCL in the additional principal

amount of $1,994,330.92, exclusive of interest, costs and attorneys' fees (which additional

amounts are recited above in paragraph 12). As NBKs alter ego, Enagra likewise is liable to

RCL on this claim.

WHEREFORE, Plaintiff Royal Caribbean Cruises Ltd. demands judgment as follows:

1. That process in due form of law according to the practice of this Court in the form

of a writ of maritime attachment under Rule B of the Supplemental Rules for Certain Admiralty

and Maritime Claims of the Federal Rules of the Civil Procedure be issued against bank accounts

and other property of Defendants National Biofuels, L.P. and Enagra Inc. with the financial

institutions noted above in paragraph 13;

2. That Defendants National Biofuels, L.P. and Enagra Inc. and any other person

claiming an interest therein may be cited to appear and answer the matters aforesaid;

3. That judgment be entered in favor of Plaintiff Royal Caribbean Cruises Ltd. and

against Defendants National Biofuels, L.P. and Enagra Inc. in the amount of $7,119,798.44

(including interest, expenses and attorneys' fees);

4. That process in due form of law according to the practice of this Court in causes

of admiralty and maritime jurisdiction may issue against the Fuel or its sale proceeds, in rem,

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 8 of 11
pursuant to Rules C and D of the Supplemental Rules For Certain Admiralty and Maritime

Claims of the Federal Rules of Civil Procedure;

5. That notice of the commencement of this suit in manner approved by the Court be

given to the owner, bailee, or custodian of the Fuel to any person, firm or corporation which has

recorded a notice of claim of any undischarged lien upon the Fuel;

6. That, pursuant to Rule C(3) of the Supplemental Rules for Certain Admiralty and

Maritime Claims, this Honorable Court enter an order authorizing a warrant for the arrest of the

Fuel or its sale proceeds;

7. That a warrant issue for the arrest of the Fuel or its sale proceeds;

8. That judgment of condemnation and sale be entered against said Fuel and/or

Plaintiff Royal Caribbean Cruises Ltd. be awarded ownership and/or possession of the Fuel or its

sale proceeds, in whole or in part, pursuant to Rule D of the of the Supplemental Rules for

Certain Admiralty and Maritime Claims;

9. That Defendants National Biofuels, L.P. and Enagra Inc., and all persons or

entities claiming by, through or under National Biofuels, L.P. and Enagra Inc., subsequent to the

commencement of the instant action, and every other person or entity whose right, title or

interest in the Fuel was acquired subsequent or subsequently recorded thereto, be barred and

forever foreclosed of any and all right, claim, lien, interest or equity of redemption of, in and to

the Fuel;

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 9 of 11
10. That the Fuel be sold and the proceeds of the sale be applied to costs and expenses

associated with this action, and then applied to payment of Plaintiff Royal Caribbean Cruises

Ltd.'s claims, together with interest, attorneys' fees and expenses thereon, up to the time of

payment;

11. That Defendants National Biofuels, L.P. and Enagra Inc. may be adjudged to pay

the whole residue, or so much thereof as this Court may deem to be just and equitable, of the

debt remaining unsatisfied after a sale of the Fuel or arrest of the sales proceeds and the

application of the proceeds pursuant to the directions contained in such judgment;

12. That if Defendants National Biofuels, L.P. and Enagra Inc. cannot be found with

this District, then all of such absent defendant's property of any description whatsoever located

within this District be attached for up to the amounts sued for herein, and condemned and sold to

pay the amounts due Plaintiff Royal Caribbean Cruises Ltd.; and

13. That this Court grant Plaintiff Royal Caribbean Cruises Ltd. such other and

further relief which it may deem just and proper.

Dated: New York, New York

May 14, 2007

HOLLAND & KNIG1

By:

Michael J. Frivola (MJF 8359)

Christopher G. Kelly (CGK 3865)

195 Broadway

New York, NY 10007-3189

Tel: (212) 513-3200

Fax: (212)385-9010

Attorneys for Plaintiff

Royal Caribbean Cruises Ltd.

10

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 10 of 11
VERIFICATION

STATE OF NEW YORK

COUNTY OF NEW YORK )

MICHAEL J. FREVOLA, being duly sworn, deposes and says:

I am a member of the firm of Holland & Knight LLP, counsel for Royal Caribbean

Cruises Ltd. ("RCL"), plaintiff in the foregoing action. I have read the foregoing Verified

Amended Complaint and know the contents thereof, and the same are true and correct to the best

of my knowledge. I have reviewed documentation provided to me by RCL and corresponded

with RCL's representatives regarding this matter. I am authorized by RCL to make this

verification, and the reason for my making it as opposed to an officer or director of RCL is that

there are none within the jurisdiction of this Honorable Court.

Michael J. Frevola (MJF 8359)

Sworn to before me this

th

14 day of May, 2007

/Notary Public

WALLIS BETH KARPF

Notary Public, State Of New York

No. 01KA6047092

Qualified In New York County

Commission Expires August 28, 20

11

Case 1:07-cv-03353-JSR Document 8 Filed 05/15/2007 Page 11 of 11