EX-4.23






Date 14 March 2008




EMPIRE SPIRIT LTD.

INDEPENDENT TRADER LTD.

TRIATHLON INC.

SOLEIL TRUST INC.

JUNGLE INVESTMENT LIMITED and

NORTHERN YIELD SHIPPING LIMITED

as joint and several Borrowers




-and-




DnB NOR BANK ASA

as Lender




 






THIRD SUPPLEMENTAL AGREEMENT




 






in relation to a Loan Agreement dated 5 December 2005,

as amended by a Supplemental Agreement dated 27 February 2006

and a Second Supplemental Agreement dated 30 January 2007,

for a loan facility of up to US$84,317,500









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Index




	 	 	 	 	 	 	 
	Clause	 	 	 	Page No	 
	 
	 	 	 	 	 	 
	1
	 	INTERPRETATION	 	 	4	 
	 
	 	 	 	 	 	 
	2
	 	AGREEMENT OF THE LENDER	 	 	7	 
	 
	 	 	 	 	 	 
	3
	 	CONDITIONS PRECEDENT	 	 	7	 
	 
	 	 	 	 	 	 
	4
	 	REPRESENTATIONS AND WARRANTIES	 	 	10	 
	 
	 	 	 	 	 	 
	5
	 	AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS	 	 	11	 
	 
	 	 	 	 	 	 
	6
	 	FURTHER ASSURANCES	 	 	19	 
	 
	 	 	 	 	 	 
	7
	 	FEES AND EXPENSES	 	 	20	 
	 
	 	 	 	 	 	 
	8
	 	NOTICES	 	 	21	 
	 
	 	 	 	 	 	 
	9
	 	SUPPLEMENTAL	 	 	21	 
	 
	 	 	 	 	 	 
	10
	 	LAW AND JURISDICTION	 	 	21	 






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THIS AGREEMENT is made on 14 March 2008




BETWEEN





	(1)	 	EMPIRE SPIRIT LTD., INDEPENDENT TRADER LTD., TRIATHLON INC., SOLEIL TRUST INC., JUNGLE
INVESTMENT LIMITED and NORTHERN YIELD SHIPPING LIMITED (together, the “Borrowers” and each a
“Borrower”); and
	 
	(2)	 	DnB NOR BANK ASA of Norway acting through its office at 20 St Dunstan’s Hill, London EC3R
8HY, England as “Lender”.





BACKGROUND





	(A)	 	By a loan agreement dated 5 December 2005 and made between (i) the Borrowers and (ii) the
Lender, the Lender has made available to the Borrowers a loan facility of (originally)
US$50,000,000.
	 
	(B)	 	By an agreement supplemental to the said loan agreement dated 27 February 2006 and made
between the Borrowers and the Lender, the Lender has made available to the Borrowers a further
loan facility under the Loan Agreement of US$14,000,000.
	 
	(C)	 	By a second agreement supplemental to the said loan agreement dated 30 January 2007 and made
between the Borrowers and the Lender, the Lender has made available to the Borrowers a further
loan facility under the Loan Agreement of US$20,317,500 (which together with the loan
facilities referred to in Recitals (A) and (B) represents the outstanding principal amount of
the said loan at the date of this Agreement).
	 
	(D)	 	The total amount outstanding under the Loan Agreement as at the date hereof is US$71,239,375.
	 
	(E)	 	The Borrowers have made a request to the Lender that it makes available a further tranche (in
one advance) of up to US$15,750,000 which shall be on-lent by the Borrowers to an affiliated
company of the Borrowers, Ecstasea Inc., to assist such company in financing part of the
acquisition cost of the LPG carrier “GAS PREMIERSHIP”.
	 
	(F)	 	This Agreement sets out the terms and conditions on which the Lender agrees, with effect on
and from the Effective Date, at the request of the Borrowers to make available Tranche E to
the Borrowers and the consequential amendments to the Loan Agreement and the other Finance
Documents.




IT IS AGREED as follows:




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	1	 	INTERPRETATION
	 
	1.1	 	Defined expressions. Words and expressions defined in the Loan Agreement and the other
Finance Documents shall have the same meanings when used in this Agreement unless the context
otherwise requires.
	 
	1.2	 	Definitions. In this Agreement, unless the contrary intention appears:
	 
	 	 	“Effective Date” means the Business Day not later than 31 March 2008 (or such later date
as the Lender may agree with the Borrowers) on which all the conditions precedent referred
to in Clause 3.2 have been fulfilled by the Borrowers;
	 
	 	 	“Fourth Finance Documents” means, together:






	 	(a)	 	the Gas Premiership Finance Documents;
	 
	 	(b)	 	the Replacement Deed of Covenant;
	 
	 	(c)	 	the Replacement Mortgages;
	 
	 	(d)	 	the Third Amendment Mortgages;
	 
	 	(e)	 	the Third Amendment Deed of Covenant;
	 
	 	(f)	 	the Substitute Mortgage Addendum;
	 
	 	(g)	 	the Gas Flawless Amendment Mortgage; and
	 
	 	(h)	 	the Gas Flawless Amendment Deed of Covenant,
	 
	 	and, in the singular, means any of them;






	 	 	“GAS FLAWLESS Amendment Deed of Covenant” means, in respect of “GAS FLAWLESS”, an
amendment to the Deed of Covenant in respect of that Ship in such form as the Lender may
approve or require;
	 
	 	 	“GAS FLAWLESS Amendment Mortgage” means, in respect of “GAS FLAWLESS”, an amendment
mortgage to the Mortgage in respect of that Ship in such form as the Lender may approve or
require;
	 
	 	 	“GAS PREMIERSHIP” means the 2001-built LPG carrier of 7,200 cubic metres currently named
“PREMIERSHIP” and which is to be purchased by the Gas Premiership Owner pursuant to the
Gas Premiership MOA and to be registered in its ownership under the Marshall Islands flag
with the name “GAS PREMIERSHIP”;
	 
	 	 	“Gas Premiership Account Security Deed” means a deed creating security in respect of the
Gas Premiership Earnings Account in such form as the Lender may approve or require;




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	 	 	“Gas Premiership Approved Flag” means Marshall Islands flag or such other flag as the
Lender may approve as the flag on which the “GAS PREMIERSHIP” may be registered;
	 
	 	 	“Gas Premiership Charter” means a time charterparty in respect of “GAS PREMIERSHIP”
dated 19 July 2007 (as supplemented and amended) and made between the Gas Premiership
Owner and Vitol S.A.;
	 
	 	 	“Gas Premiership Charter Assignment” means a specific assignment of the rights of the Gas
Premiership Owner under the Gas Premiership Charter executed or to be executed by the Gas
Premiership Owner in favour of the Lender in such form as the Lender may approve or
require;
	 
	 	 	“Gas Premiership Earnings Account” means an account in the name of the Gas Premiership
Owner with the Lender in England designated “Ecstasea Inc. — Earnings Account” or any
other account (with that or another office of the Lender) which is designated by the
Lender as the Gas Premiership Earnings Account for the purposes of the Loan Agreement;
	 
	 	 	“Gas Premiership Finance Documents” means, together:






	 	(a)	 	the Gas Premiership Guarantee;
	 
	 	(b)	 	the Gas Premiership Shares Pledge;
	 
	 	(c)	 	the Gas Premiership Account Security Deed;
	 
	 	(d)	 	the Gas Premiership General Assignment;
	 
	 	(e)	 	the Gas Premiership Mortgage; and
	 
	 	(i)	 	the Gas Premiership Charter Assignment;






	 	 	and, in the singular, means any of them;
	 
	 	 	“Gas Premiership General Assignment” means a first priority general assignment of the
Earnings, the Insurances and any Requisition Compensation of “GAS PREMIERSHIP” executed or
to be executed by the Gas Premiership Owner in favour of the Lender, in such form as the
Lender may approve or require;
	 
	 	 	“Gas Premiership Guarantee” means, the guarantee of the obligations of the Borrowers under
the Loan Agreement and the Finance Documents to be made by the Gas Premiership Owner in
favour of the Lender in such form as the Lender may approve or require;
	 
	 	 	“Gas Premiership MOA” means, in relation to “GAS PREMIERSHIP” a memorandum of agreement
dated 19 July 2007 made between Vitol S.A. as seller and the Gas Premiership Owner as
buyer for a purchase price of $19,000,000;




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	 	 	“Gas Premiership Mortgage” means a first preferred Marshall Islands Ship Mortgage in
respect of the “GAS PREMIERSHIP” made or to be made by the Gas Premiership Owner in favour
of the Lender in such form as the Lender may approve or require;
	 
	 	 	“Gas Premiership Owner” means Ecstasea Inc., a corporation incorporated in the Marshall
Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands, MH96960;
	 
	 	 	“Gas Premiership Shares Pledge” means the pledge of all the shares of and in the Gas
Premiership Owner, executed or to be executed by the Corporate Guarantor in favour of the
Lender in such form as the Lender may approve or require;
	 
	 	 	“Loan Agreement” means the loan agreement dated 5 December 2005 referred to in Recital
(A), as supplemented and amended by the supplemental agreement dated 27 February 2006
referred to in Recital (B) and the second supplemental agreement dated 30 January 2007
referred to in Recital (C);
	 
	 	 	“Replacement Deed of Covenant” means, in relation to “GAS MONARCH”, a deed of covenant
collateral to the Replacement Mortgage in respect of that Ship in such form as the Lender
may approve or require;
	 
	 	 	“Replacement Mortgage” means, in relation to:






	 	(a)	 	“GAS LEGACY”, a first priority Cyprus statutory mortgage in respect of that
Ship and deed of covenant collateral thereto;
	 
	 	(b)	 	“GAS ETERNITY”, a first priority Cyprus statutory mortgage in respect of
that Ship and deed of covenant collateral thereto; and
	 
	 	(c)	 	“GAS MONARCH”, a first priority Bahamas statutory mortgage in respect of
that Ship,






	 	 	executed or to be executed by the Owner of the relevant Ship in favour of the Lender in
such form as the Lender may approve or require and, in the plural, means all of them;
	 
	 	 	“Substitute Mortgage Addendum” means, in respect of “GAS CZAR”, an addendum to the
Mortgage in respect of that Ship in such form as the Lender may approve or require and in
the plural means both of them;
	 
	 	 	“Third Amendment Deed of Covenant” means, in respect of “GAS CATHAR”, an amendment to the
Deed of Covenant in respect of that Ship in such form as the Lender may approve or
require;
	 
	 	 	“Third Amendment Mortgage” means, in respect of each of “GAS CATHAR”, “GAS MARATHON” and
“GAS SINCERITY” an amendment mortgage to the Mortgage in respect of the relevant Ship in
such form as the Lender may approve or require and in the plural means all of them;




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	 	 	“Tranche E” means an amount equal to the lesser of (a) $15,750,000 and (b) an amount equal
to 75 per cent of the Market Value of the “GAS PREMIERSHIP” on the Tranche E Drawdown
Date, to be made available by the Lender to the Borrowers (who shall on-lend the same to
the Gas Premiership Owner) in one advance in accordance with clauses 2.2 and 3.2 of the
Loan Agreement and upon the terms and conditions specified in this Agreement, as the same
may reduce or be deemed to reduce in accordance with Clause 4.2; and
	 
	 	 	“Tranche E Drawdown Date” means, in respect of Tranche E, the date requested by the
Borrowers for Tranche E to be made available, or (as the context requires) the date on
which Tranche E is actually advanced to the Borrowers.
	 
	1.3	 	Application of construction and Interpretation provisions of Loan Agreement. Clauses 1.2,
1.3, 1.4 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this
Agreement.
	 
	2	 	AGREEMENT OF THE LENDER
	 
	2.1	 	Agreement of the Lender. The Lender agrees, subject to and upon the terms and conditions of
this Agreement, to make available Tranche E to the Borrowers under the Loan Agreement.
	 
	2.2	 	Effective Date. The agreement of the Lender contained in Clauses 2.1 shall have effect on
and from the Effective Date.
	 
	3	 	CONDITIONS PRECEDENT
	 
	3.1	 	General. The agreement of the Lender contained in Clauses 2.1 is subject to the fulfillment
of the conditions precedent in Clause 3.2.
	 
	3.2	 	Conditions precedent to Tranche E. The conditions referred to in Clause 3.1 are that the
Lender shall have received the following documents and evidence in all respects in form and
substance satisfactory to the Lender and its lawyers on or before 31 March 2008 (or such later
date as the Lender may agree with the Borrowers):






	 	(a)	 	documents (certified in the case of copies) of the kind specified in
paragraphs 3, 4 and 5 of Schedule 2, Part A of the Loan Agreement in relation to each
Borrower, each Additional Guarantor and the Gas Flawless Owner updated with
appropriate modifications to refer to this Agreement and the Fourth Finance
Documents;
	 
	 	(b)	 	documents (certified in the case of copies) of the kind specified in
paragraph 2, 3, 4 and 5 of Schedule 2, Part A of the Loan Agreement in relation to
the Gas Premiership Owner authorising (inter alia) the execution of the Gas
Premiership Finance Documents;
	 
	 	(c)	 	originals of this Agreement and the Fourth Finance Documents, duly executed
by the parties thereto;




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	 	(d)	 	the originals of any mandates or other documents required in connection
with the opening or operation of the Gas Premiership Earnings Account and all other
information required by the Lender in relation to its “know your customer”
regulations (whether in connection with the opening of the Gas Premiership Earnings
Account or otherwise) including, but not limited to, specimen signatures and two
certified forms of identification for all account signatories, two directors of the
Gas Premiership Owner and the ultimate beneficial owner of the Gas Premiership Owner;
	 
	 	(e)	 	certified copies of the Gas Premiership MOA and the Gas Premiership Charter
(and all addenda thereto) and of all documents signed or issued by the Gas
Premiership Owner or the other parties thereto under or in connection with any of
them;
	 
	 	(f)	 	documentary evidence that:






	 	(i)	 	“GAS PREMIERSHIP” has been duly delivered to, and accepted by,
the Gas Premiership Owner in accordance with the Gas Premiership MOA and the
full purchase price payable thereunder (in addition to the part thereof being
financed by Tranche E) has been duly paid;
	 
	 	(ii)	 	“GAS PREMIERSHIP” is definitively and permanently or
provisionally registered in the name of the Gas Premiership Owner under the Gas
Premiership Approved Flag;
	 
	 	(iii)	 	“GAS PREMIERSHIP” is in the absolute and unencumbered
ownership of the Gas Premiership Owner save as contemplated by the Gas
Premiership Finance Documents;
	 
	 	(iv)	 	“GAS PREMIERSHIP” maintains the class as set out in clause
13.3(b) of the Loan Agreement with a classification society acceptable to the
Lender free of all overdue recommendations and conditions of such
classification society,
	 
	 	(v)	 	the Gas Premiership Mortgage has been duly registered against
“GAS PREMIERSHIP” as a valid first preferred mortgage in accordance with the
laws of the relevant flag state; and
	 
	 	(vi)	 	“GAS PREMIERSHIP” is insured in accordance with the provisions
of Gas Premiership Finance Documents and all requirements therein in respect of
insurances have been complied with;






	 	(g)	 	documents establishing that “GAS PREMIERSHIP” will, as from the Tranche E
Drawdown Date, be managed by the applicable Approved Manager on terms acceptable to
the Lender, together with:






	 	(i)	 	a letter of undertaking executed by the Approved Manager in
favour of the Lender in the terms required by the Lender agreeing certain




8









 






	 	 	 	matters in relation to the management of “GAS PREMIERSHIP” and subordinating
the rights of the Approved Manager against the Gas Premiership Owner to the
rights of the Lender under the Finance Documents; and
	 
	 	(ii)	 	copies of the Approved Manager’s Document of Compliance and of
“GAS PREMIERSHIP” Safety Management Certificate (together with any other
details of the applicable safety management system which the Lender requires);






	 	(h)	 	a satisfactory valuation of each Ship addressed to the Lender, stated to be
for the purposes of this Agreement and dated not earlier than 30 days before the
Tranche E Drawdown Date to be prepared in accordance with the provisions of clause
14.3 of the Loan Agreement by 2 of the shipbrokers referred to in clause 14.3 of the
Loan Agreement;
	 
	 	(i)	 	the endorsement at the end of this Agreement signed by the Corporate
Guarantor and each Shareholder;
	 
	 	(j)	 	documentary evidence that:






	 	(i)	 	the Replacement Mortgages and the Replacement Deeds of Covenant
relative to “GAS LEGACY” and “GAS ETERNITY” have been duly registered against
“GAS LEGACY” and “GAS ETERNITY” as, respectively, valid first priority
statutory mortgages and collateral deeds of covenant in accordance with the
laws of Cyprus;
	 
	 	(ii)	 	the Replacement Mortgage relative to “GAS MONARCH” has been
duly registered against “GAS MONARCH” as a valid first priority statutory
mortgage in accordance with the laws of the Bahamas;
	 
	 	(iii)	 	the Substitute Mortgage Addendum has been duly recorded
against “GAS CZAR” as valid addendum to the Gas Czar Mortgage in accordance
with the laws of the Marshall Islands;
	 
	 	(iv)	 	the Third Amendment Mortgage in respect of each of “GAS
MARATHON” and “GAS SINCERITY” has been duly registered against the relevant
Ship as a valid amendment to the Mortgage in respect of that Ship in accordance
with the laws of Panama; and
	 
	 	(v)	 	the Third Amendment Mortgage in respect of “GAS CATHAR” has
been duly registered against that Ship as a valid amendment to the Mortgage in
respect of that Ship in accordance with the laws of Malta and;
	 
	 	(vi)	 	the GAS FLAWLESS Amendment Mortgage in respect of “GAS
FLAWLESS” has been duly registered against that ship as a valid




9









 






	 	 	 	amendment to the Mortgage in respect of that Ship in accordance with the
laws of Malta;






	 	(k)	 	favourable legal opinions from lawyers appointed by the Lender on such
matters concerning the laws of Liberia, Marshall Islands, Cyprus, Malta, the Bahamas
and Panama and such other relevant jurisdictions as the Lender may require;
	 
	 	(l)	 	the Lender shall have received the arrangement fee referred to in Clause 7.1;
	 
	 	(m)	 	documentary evidence that the agent for service of process named in clause
30 of the Loan Agreement has accepted its appointment;
	 
	 	(n)	 	latest consolidated accounts of the Corporate Guarantor which were, or
should have been, provided by the Borrowers in accordance with Clause 10.6 of the
Loan Agreement;
	 
	 	(o)	 	satisfactory evidence that no event has occurred nor any circumstances have
arisen or developed including, without limitation:






	 	(i)	 	a change in the financial position, state of
affairs or prospects of any Borrower, the ultimate beneficial shareholder
of each Owner or the Corporate Guarantor; or
	 
	 	(ii)	 	any accident or other event involving any Ship or
another vessel owned, chartered or operated by a Relevant Person;






	 	 	 	in the light of which the Lender reasonably considers that there is a significant
risk that the Owners or the Corporate Guarantor are, or will later become, unable to
discharge their liabilities under the Finance Documents as they fall due; and
	 
	 	(p)	 	any further opinions, consents, agreements and documents in connection with
this Agreement and the Finance Documents which the Lender may request by notice to
the Borrowers prior to the Effective Date.






	4	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Repetition of Loan Agreement representations and warranties. Each Borrower represents and
warrants to the Lender that the representations and warranties in clause 9 of the Loan
Agreement, as amended and supplemented by this Agreement and updated with appropriate
modifications to refer to this Agreement, remain true and not misleading if repeated on the
date of this Agreement with reference to the circumstances now existing.
	 
	4.2	 	Repetition of Finance Document representations and warranties. Each Borrower represents and
warrants to the Lender that the representations and warranties in the Finance Documents (other
than the Loan Agreement) to which it is a party, as amended and supplemented by this Agreement
and updated with appropriate




10









 






	 	 	modifications to refer to this Agreement remain true and not misleading if repeated on the
date of this Agreement with reference to the circumstances now existing.
	 
	5	 	AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS
	 
	5.1	 	Specific amendments to Loan Agreement. With effect on and from the Effective Date the Loan
Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:






	 	(a)	 	by adding in Clause 1.1 thereof each of the definitions in Clause 1.1 of
this Agreement (other than the definitions of “Effective Date”, “Loan Agreement” and
“Tranche E Drawdown Date”);
	 
	 	(b)	 	by adding a new sub-paragraph (e) in the definition of “Approved Manager”
in Clause 1.1 thereof as follows:,
	 
	 	 	 	“(e) “GAS PREMIERSHIP”, Stealth Maritime Corporation
S.A. whose registered office is at 80 Broad Street, Monrovia, Liberia”;’
	 
	 	(c)	 	by adding a new sub-paragraph (iv) in paragraph (a) of the definition of
“Availability Period” in Clause 1.1 thereof as follows:
	 
	 	 	 	“(iv) in respect of Tranche E, 31 March 2008”;
	 
	 	(d)	 	by adding in (i) of the definition of “Asset Cover Ratio” in Clause 1.1
thereof after the words “Additional Ship Earnings Accounts”, the words “and the Gas
Premiership Earnings Account” :
	 
	 	(e)	 	by adding a new definition of “Borrowed Money” in Clause 1.1 thereof as
follows:
	 
	 	 	 	““Borrowed Money” means Indebtedness in respect of (i) money borrowed or
raised and debit balances at banks, (ii) any bond, note, loan stock, debenture
or similar debt instrument, (iii) acceptance or documentary credit facilities,
(iv) receivables sold or discounted (otherwise than on a non-recourse basis),
(v) deferred payments for assets or services acquired, (vi) finance leases and
hire purchase contracts, (vii) swaps, forward exchange contracts, futures and
other derivatives, (viii) any other transaction (including without limitation
forward sale or purchase agreements) having the commercial effect of a
borrowing or raising of money or of any of (ii) to (vii) above and (ix)
guarantees in respect of Indebtedness of any person falling within any of (i)
to (viii) above;”;
	 
	 	(f)	 	by adding in the third line of the definition of “Charter” in Clause 1.1
thereof after the reference to “Gas Flawless Charter”, the words “and the Gas
Premiership Charter”;




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	 	(g)	 	by replacing the figure “$84,317,500” with “$100,067,500” in the definition
of “Commitment” in Clause 1. 1 thereof,
	 
	 	(h)	 	by construing all references in the Loan Agreement and the other Finance
Document to the Deeds of Covenant relative to “GAS CATHAR” and “GAS FLAWLESS” to
mean:






	 	(i)	 	in the case of “GAS CATHAR” the Deed of Covenant
relative to that Ship as amended by the Third Amendment Deed of Covenant;
	 
	 	(ii)	 	in the case of “GAS FLAWLESS” the Deed of Covenant
relative to that Ship as amended by the GAS FLAWLESS Amendment Deed of
Covenant;






	 	(i)	 	by adding in the first line of the definition of “Drawdown Date” in
Clause 1.1 thereof after the reference to “Tranche D” the words “or to Tranche E”;
	 
	 	(j)	 	by adding to the definition of “Finance Documents” in Clause 1.1
thereof the words “and (p) the Fourth Finance Documents”;
	 
	 	(k)	 	by adding a new definition of “Free Cash Flow” in Clause 1.1 thereof as
follows:
	 
	 	 	 	““Free Cash Flow” means, at any time, in respect of the preceding four
financial quarters the amount calculated by reference to the Latest Accounts
to be (a) the aggregate gross revenue (as defined in the relevant Latest
Accounts) of the Group received during such 12 month period, less (b) the
aggregate of (i) costs incurred by the Group related to the ownership and
operation of ships and acceptable (to the Lender) administrative expenses
(each as set out in the relevant Latest Accounts), (ii) the Interest Expenses
net of Interest Income (as defined in the relevant Latest Accounts) of the
Group and (iii) the aggregate of any principal amounts repaid to any lender by
the Group in respect of any Borrowed Money during such 12 month period;”;
	 
	 	(l)	 	by adding a new definition of “Group” in Clause 1.1 thereof as follows:
	 
	 	 	 	““Group” means the Corporate Guarantor and its subsidiaries;”;
	 
	 	(m)	 	by adding a new definition of “Indebtedness” in Clause 1.1 thereof as
follows:
	 
	 	 	 	““Indebtedness” means any obligation howsoever arising (whether present or
future, actual or contingent, secured or unsecured as principal, surety or
otherwise) for the payment or repayment of money;”;




12









 






	 	(n)	 	by adding a new definition of “Interest Expense” in Clause 1.1 thereof
as follows:
	 
	 	 	 	““Interest Expense” means, at any time, for the preceding four financial
quarters, the aggregate interest payable by the Group and any member thereof
on any Borrowed Moneys during such period;”;
	 
	 	(o)	 	by adding a new definition of “Latest Accounts” in Clause 1.1 thereof
as follows:
	 
	 	 	 	““Latest Accounts” means (i) in respect of any financial year of the Corporate
Guarantor and/or the Owners and/or the Group, the latest audited financial
statements required to be prepared pursuant to clause 8.1.6 or (ii) in
relation to any other 4 consecutive financial quarters of the Corporate
Guarantor and/or the Owners and/or the Group, together the latest unaudited
financial statements required to be prepared pursuant to clause 8.1.6 in
relation to the relevant quarterly periods;”;
	 
	 	(p)	 	by construing all references in the Loan Agreement and the other
Finance Documents to the Mortgages relative to the Existing Ships, the Additional
Ship Mortgages relative to the Additional Ships and the GAS FLAWLESS Mortgage
relative to the “GAS FLAWLESS” to mean:






	 	(i)	 	in the case of each of “GAS LEGACY”, “GAS ETERNITY”
and “GAS MONARCH”, the Replacement Mortgage relative thereto;
	 
	 	(ii)	 	in the case of each of “GAS CATHAR”, “GAS MARATHON’
and “GAS SINCERITY”, the Mortgage relative to such Ship as amended by the
Third Amendment Mortgage relative thereto;
	 
	 	(iii)	 	in the case of “GAS CZAR” the Additional Ship
Mortgage relative to that Ship as amended by the Substitute Mortgage
Addendum; and
	 
	 	(iv)	 	in the case of “GAS FLAWLESS”, the Gas Flawless
Amendment Mortgage relating to that Ship;






	 	(q)	 	by deleting the definition of “Margin” in Clause 1.1 thereof, and
replacing it with:
	 
	 	 	 	““Margin” means:






	 	(a)	 	until and including 11 March 2007, 0.70 per cent.
per annum, and at all times thereafter:
	 
	 	(b)	 	in respect of the Loan less Tranche E, when the
Security Cover Ratio is:




13









 












	 	(i)	 	equal to or lower than 130 per
cent., 0.85 per cent. per annum;
	 
	 	(ii)	 	higher than 130 per cent. and lower
than 150 per cent., 0.75 per cent. per annum;
	 
	 	(iii)	 	equal to or higher than 150 per
cent., 0.70 per cent. per annum;






	 	(c)	 	in respect of Tranche E, when the Security Cover
Ratio is:






	 	(i)	 	equal to or lower than 130 per
cent., 1 per cent. per annum;
	 
	 	(ii)	 	higher than 130 per cent. and lower
than 150 per cent., 0.90 per cent. per annum;
	 
	 	(iii)	 	equal to or higher than 150 per
cent., 0.85 per cent. per annum;”






	 	(r)	 	by adding a definition of “Mandatory Costs” in Clause 1.1 thereof as
follows:
	 
	 	 	 	“Mandatory Cost” means the percentage rate calculated by the Agent in
accordance with Schedule 3;”;
	 
	 	(s)	 	by adding sub-paragraph (i) to the definition of “Mortgage” as follows
	 
	 	 	 	“(i) the Gas Premiership Mortgage”;
	 
	 	(t)	 	by adding in the definition of “Owner” in Clause 1.1 thereof after the
words “or the Gas Flawless Owner” the words “or the Gas Premiership Owner”
	 
	 	(u)	 	by adding in the left hand column in the definition of “Owner” in
Clause 1.1 thereof reference to “GAS PREMIERSHIP” and adding opposite the name of
such Ship in the right hand column the words “the Gas Premiership Owner”;
	 
	 	(v)	 	by deleting the definition of “Purchase Price” in Clause 1. 1 thereof
and replacing it with:
	 
	 	 	 	“Purchase Price” means, in relation to a New Ship, an Additional Ship, the
“GAS FLAWLESS” and the “GAS PREMIERSHIP” the aggregate amount paid or to be
paid by the relevant Borrower or, as the case may be, the relevant Additional
Guarantor, the Gas Flawless Owner or the Gas Premiership Owner to the seller
of that New Ship, that Additional Ship, the “GAS FLAWLESS” or the “GAS
PREMIERSHIP” pursuant to the MOA, the Additional Ship MOA, the Gas Flawless
MOA or the Gas Premiership MOA which relates thereto;”




14









 






	 	(w)	 	by adding in the definition of “Security Party” in Clause 1.1 thereof
after the words “the Gas Flawless Owners” the words “, the Gas Premiership Owner”;
	 
	 	(x)	 	by adding new sub-paragraph (j) in the definition of “Shareholder” in
Clause 1.1 thereof as follows:
	 
	 	 	 	“(d) in the case of the Gas Premiership Owner, Stealthgas;”;
	 
	 	(y)	 	by adding a new sub-paragraph (e) in the definition of “Ships” in
Clause 1.1 thereof as follows:
	 
	 	 	 	“(e) “GAS PREMIERSHIP”;
	 
	 	(z)	 	by construing the definition of “Tranche” in Clause 1.2 thereof as if
the same included reference to Tranche E;
	 
	 	(aa)	 	by deleting from Clause 2.1 thereof the words and figures “eight
Advances a loan facility of up to $84,317,500 divided in four tranches” and
replacing them with “nine Advances a loan facility of up to $100,067,500 divided in
five tranches”;
	 
	 	(bb)	 	by adding a new sub-paragraph (e) in Clause 2.1 thereof as follows:






	 	“(e) 	 	 an amount equal to the lesser of (i) $15,750,000
and (ii) an amount equal to 75 per cent. of the Market Value of the “GAS
PREMIERSHIP” on the Tranche E Drawdown Date;”;






	 	(cc)	 	by adding in Clause 3.2(c) after the words to “Tranche D”, the words
“and Tranche E”;
	 
	 	(dd)	 	by adding a new paragraph (f) in Clause 3.2 (and re-constituting the
existing paragraph (f) as paragraph (g) as follows:






	 	“(f) 	 	Tranche E shall not exceed 75 per cent. of the
Market Value of the “GAS PREMIERSHIP” on the Tranche E Drawdown Date;
and”;






	 	(ee)	 	by deleting Clause 4.2 thereof and replacing it as follows:
	 
	 	 	 	“4.2 Normal Rate of Interest. Subject to the provisions of this Agreement, the
rate of interest on the loan and each part thereof in respect of an Interest
Period shall be the aggregate of (a) the applicable Margin, (b) LIBOR for that
Interest Period and (c) Mandatory Costs (if any) and, for the purpose of
calculating the applicable Margin, Tranche E shall be deemed to reduce on
payment of each instalment hereunder by $690,000, and the other Tranches
together shall be deemed to be reduced by the difference between the relevant
instalment and $690,000.”;




15









 






	 	(ff)	 	by adding in Clause 5.2 (a) thereof after the words “commencement of
the Interest Period” the words “, provided that the Borrowers shall not select more
than three 1-month Interest Periods in any calendar year”;
	 
	 	(gg)	 	by adding a new paragraph (f) in Clause 5.2 thereof (and reconstituting
the existing Paragraphs (f) and (g) as respectively paragraphs (g) and (h) as
follows:






	 	“(e) 	 	the first Interest Period in relation to Tranche E
shall commence on the Tranche E Drawdown Date and shall expire on the
last day of the Interest Period which is then current for Tranches A, B,
C and D (as consolidated pursuant to Clause 5.2(d)) and thereafter
Interest Periods in relation to Tranches A, B, C, D and E which are
outstanding at the relevant time shall commence and expire on the same
dates and shall be consolidated to form one Interest Period;”;






	 	(hh)	 	by deleting Clause 7.1(a) and Clause 7.1(b) and replacing them with the
following:






	 	(a)	 	20 consecutive six-monthly instalments of:






	 	(i)	 	in the case of the first and
second instalments, $4,608,000 each;
	 
	 	(ii)	 	in the case of the third and
fourth instalments, $3,862,125 each;
	 
	 	(iii)	 	in the case of the fifth and
sixth instalments, $4,552,125 each;
	 
	 	(iv)	 	in the case of the seventh to
twentieth instalments (inclusive), $3,784,125 each; and






	 	(b)	 	a balloon instalment of $21,045,250 (as such amount
may be increased through the operation of Clause 7.11, the “Balloon
Instalment”).”;






	 	(ii)	 	by adding a new Clause 7.8 thereof (and reconstituting the existing
Clauses 7.8 and 7.9 as respectively Clauses 7.9 and 7.10) as follows:






	 	“7.8	 	Mandatory prepayment on change of control. In the
event that the ultimate beneficial shareholders of any Owner transfer the
direct or indirect control over the voting shares in such Owner to a
person or group of persons acting in consent, the Borrowers shall give at
least 30 days prior notice of such transfer to the Lender, and the Lender
shall within 10 days of receipt thereof give notice to the Borrowers that
it approves, or does not approve, such transfer. If it does not approve
the





16









 





	 	 	 	same, the Borrowers shall prepay the Loan on the date of completion
of such transfer.”;






	 	(jj)	 	by replacing the figure “$3,090,125” in the third line of Clause
7.11(c) thereof with “3,780,125”;
	 
	 	(kk)	 	by adding new Clause 11.4 as follows:
	 
	 	 	 	“Share capital and distribution. The Borrowers shall procure that the
Corporate Guarantor shall not declare or pay any dividends, except in an
aggregate amount in relation to any four consecutive financial quarters of up
to 50% of the Free Cash Flow for that period.”;
	 
	 	(ll)	 	by adding in Clauses 10.6, 13.15 and 18.1(h), (j) and (o) thereof after
the words “Borrower, Additional Guarantor or, as the case may be, the Gas Flawless
Owner” wherever they appear the words “or the Gas Premiership Owner”;
	 
	 	(mm)	 	by adding new Schedule 3 as follows:





“MANDATORY COSTS





	 	1	 	The Mandatory Cost is an addition to the interest
rate to compensate the Bank for the cost of compliance with (a) the
requirements of the Financial Services Authority (or any other authority
which replaces all or any of its functions) or (b) the requirements of
the European Central Bank.
	 
	 	2	 	On the first day of each Interest Period (or as
soon as possible thereafter) the Lender shall calculate, as a percentage
rate per annum, its Mandatory Cost in accordance with the following
paragraphs.
	 
	 	3	 	The Mandatory Cost when the Lender lends from a
lending office in a Participating Member State will be the percentage
(expressed as a percentage rate per annum) which is the Lender’s
determination of the cost of complying with the minimum reserve
requirements of the European Central Bank in respect of loans made from
that lending office.
	 
	 	4	 	The Mandatory Cost for the Lender lending from a
lending office in the United Kingdom will be calculated as follows and
determined by the Lender accordingly:
	 
	 	 	 	((0.01 x E) divided by 300) per cent. per annum
	 
	 	 	 	Where:




17









 












	 	E 	 	is designed to compensate the
Lender for amounts payable under the Fees Rules and is calculated
by the Lender as being the most recent rate of charge payable by
it to the Financial Services Authority under the Fees Rules in
respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by the Bank as being the
average of the Fee Tariffs applicable to the Bank for that
financial year) and expressed in pounds per £1,000,000 of the
Tariff Base of the Bank.






	 	5	 	For the purposes of this Schedule:






	 	(a)	 	“Fees Rules” means the rules
on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to
time in respect of the payment of fees for the acceptance of
deposits;
	 
	 	(b)	 	“Fee Tariffs” means the fee
tariffs specified in the Fees Rules under the activity group
A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account
any applicable discount rate);
	 
	 	(c)	 	“Participating Member State”
means any member state of the European Union that adopts or has
adopted the euro as its lawful currency in accordance with
legislation of the European Union relating to European Monetary
Union; and
	 
	 	(d)	 	“Tariff Base” has the meaning
given to it in, and will be calculated in accordance with, the
Fees Rules.






	 	6	 	Any determination by the Lender pursuant to
this Schedule in relation to a formula, the Mandatory Cost or any
amount payable to the Lender shall, in the absence of manifest error,
be conclusive and binding on all parties. The resulting figures will be
rounded to four decimal places.
	 
	 	7	 	The Lender may from time to time, after
consultation with the Borrowers, determine and notify to all parties
any amendments which are required to be made to this Schedule in order
to comply with any change in law, regulation or any requirements from
time to time imposed by the Financial Services Authority or the
European Central Bank (or, in any case, any other authority which
replaces all or any of its




18









 












	 		 	functions) and any such determination shall, in the absence of
manifest error, be conclusive and binding on all parties.”;






	 	(nn)	 	by adding in Clause 18.1(p) thereof after the words “the Gas Flawless
Owner” the words “or the Gas Premiership Owner”;
	 
	 	(oo)	 	by adding new Clause 18.1(q) as follows:
	 
	 	 	 	“without the prior consent of the Lender, the aggregate number of shares of
and in the Corporate Guarantor beneficially owned or controlled by Mr
Charalambos (“Harry”) Vafias and/or any member of his immediate family falls
below 15% of the total issued shares of and in the Corporate Guarantor;” and
	 
	 	(pp)	 	by construing references throughout to “this Agreement”, “hereunder”
and other like expressions as if the same referred to the Loan Agreement as amended
and supplemented by this Agreement.






	5.2	 	Amendments to Finance Documents. With effect on and from the Effective Date each of the
Finance Documents other than the Loan Agreement, shall be, and shall be deemed by this
Agreement to be, amended as follows:






	 	(a)	 	the definition of, and references throughout each of the 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 and
supplemented by this Agreement or the relevant Fourth Finance Documents;
	 
	 	(b)	 	by construing references throughout each of the Finance Documents to “this
Agreement”, “this Deed”, “hereunder” and other like expressions as if the same
referred to such Finance Documents as amended and supplemented by this Agreement or
the relevant Fourth Finance Documents.






	5.3	 	Finance Documents to remain In full force and effect. The Finance Documents shall remain in
full force and effect as amended and supplemented by:






	 	(a)	 	the amendments to the Finance Documents contained or referred to in Clauses
5.1 and 5.2 or the relevant Fourth Finance Documents ; and
	 
	 	(b)	 	such further or consequential modifications as may be necessary to give
full effect to the terms of this Agreement,






	6	 	FURTHER ASSURANCES
	 
	6.1	 	Borrowers’ obligation to execute further documents etc. The Borrowers shall, and shall
procure that any other party to any Security Document shall:






	 	(a)	 	execute and deliver to the Lender (or as it may direct) any assignment,
mortgage, power of attorney, proxy or other document, governed by the law




19









 






	 		 	of England or such other country as the Lender may, in any particular case, specify,
	 
	 	(b)	 	effect any registration or notarisation, give any notice or take any other
step, which the Lender may, by notice to the Borrowers or other party, specify for
any of the purposes described in Clause 6.2 or for any similar or related purpose.






	6.2	 	Purposes of further assurances. Those purposes are:






	 	(a)	 	validly and effectively to create any Security Interest or right of any
kind which the Lender intended should be created by or pursuant to the Loan Agreement
or any other Security Document, each as amended and supplemented by this Agreement;
and
	 
	 	(b)	 	implementing the terms and provisions of this Agreement.






	6.3	 	Terms of further assurances. The Lender may specify the terms of any document to be executed
by a Borrower or any other party under Clause 6.1, and those terms may include any covenants,
powers and provisions which the Lender considers appropriate to protect its interests.
	 
	6.4	 	Obligation to comply with notice. Each Borrower or any other party shall comply with a notice
under Clause 6.1 by the date specified in the notice.
	 
	6.5	 	Additional corporate action. At the same time as a Borrower or any other party delivers to
the Lender any document executed under Clause 6.1(a), a Borrower or any other party shall also
deliver to the Lender a certificate signed by 2 of that Borrower’s or that other party’s
directors which shall:






	 	(a)	 	set out the text of a resolution of that Borrower’s or that other party’s
directors specifically authorising the execution of the document specified by the
Lender, and
	 
	 	(b)	 	state that either the resolution was duly passed at a meeting of the
directors validly convened and held throughout which a quorum of directors entitled
to vote on the resolution was present or that the resolution has been signed by all
the directors and is valid under that Borrower’s or that other party’s articles of
association or other constitutional documents.






	7	 	FEES AND EXPENSES
	 
	7.1	 	Arrangement fee. The Borrowers shall pay to the Lender on the Tranche E Drawdown Date a
non-refundable arrangement fee of $39,375.
	 
	7.2	 	Expenses. The provisions of clause 19 (Fees and Expenses) of the Loan Agreement, as amended
and supplemented by this Agreement, shall apply to this Agreement as if they were expressly
incorporated in this Agreement with any necessary modifications.




20









 












	8	 	NOTICES
	 
	8.1	 	General. The provisions of clause 27 (Notices) of the Loan Agreement, as amended and
supplemented by this Agreement, shall apply to this Agreement as if they were expressly
incorporated in this Agreement with any necessary modifications.
	 
	9	 	SUPPLEMENTAL
	 
	9.1	 	Counterparts. This Agreement may be executed in any number of counterparts.
	 
	9.2	 	Third party rights. A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of
this Agreement.
	 
	10	 	LAW AND JURISDICTION
	 
	10.1	 	Governing law. This Agreement shall be governed by and construed in accordance with English
law.
	 
	10.2	 	Incorporation of the Loan Agreement provisions. The provisions of clause 30 (Law and
Jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall
apply to this Agreement as if they were expressly incorporated in this Agreement with any
necessary modifications.




THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this
Agreement.




	 	 	 	 	 	 	 
	BORROWERS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by EMPIRE SPIRIT LTD.

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by INDEPENDENT TRADER LTD.

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by TRIATHLON INC.

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 






21









 







	 	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by SOLEIL TRUST INC.

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by JUNGLE INVESTMENT LIMITED

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by NORTHERN YIELD SHIPPING 

LIMITED

	 	 	)	 	 	 
	acting by Andrew Simmons

	 	 	)	 	 	/s/ Andrew Simmons
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LENDER
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	by DnB NOR BANK ASA

	 	 	)	 	 	 
	acting by ROBIN PARRY

	 	 	)	 	 	/s/ ROBIN PARRY  
	its duly authorised attorney-in-fact

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Witness to all the above

	 	 	)	 	 	 
	Signatures:
RONAN LE DU

	 	 	)	 	 	/s/ RONAN LE DU 
	Name:
Ince & Co
	 	 	 	 	 	 
	Address:
Akti Miaouli 47-49
Piraeus 185 36
Greece
	 	 	 	 	 	 






22









 





We on this 14 day of March, 2008 hereby confirm and acknowledge that we have read and understood
the terms and conditions of the above Second Supplemental Agreement and agree in all respects to
the same and confirm that the Finance Documents to which we are a party shall remain in full force
and effect and shall continue to stand as security for the obligations of the Borrowers under the
Loan Agreement (as amended by the Second Supplemental Agreement) and shall, without limitation,
secure the Loan (as increased or to be increased by the amount of Tranche E).




	 	 	 
	/s/ Andrew Simmons

	 	/s/ Andrew Simmons
	 

	 	 
	Andrew Simmons

	 	Andrew Simmons
	For and on behalf of

	 	For and on behalf of
	CEDRIC FINANCE INC.

	 	QUINTA TRADING CO.
	 
	 	 
	/s/ Andrew Simmons

	 	/s/ Andrew Simmons
	 

	 	 
	Andrew Simmons

	 	Andrew Simmons
	For and on behalf of

	 	For and on behalf of
	DREW INTERNATIONAL INC.

	 	REINA PROPERTIES CORP.
	 
	 	 
	/s/ Andrew Simmons

	 	/s/ Andrew Simmons
	 

	 	 
	Andrew Simmons

	 	Andrew Simmons
	For and on behalf of

	 	For and on behalf of
	STEALTHGAS INC.

	 	BALKAN HOLDING INC.
	 
	 	 
	/s/ Andrew Simmons

	 	/s/ Andrew Simmons
	 

	 	 
	Andrew Simmons

	 	Andrew Simmons
	For and on behalf of

	 	For and on behalf of
	BALCAN PROFIT LIMITED

	 	EVOLUTION CRUDE INC.







23