Exhibit 10.6.1

 

Private & Confidential

 

Dated 30 April 2014

 




 

SUPPLEMENTAL AGREEMENT

relating to a

US$31,040,000 loan

to

Q AMREEN SHIPPING LTD.

Q ANASTASIA SHIPPING LTD.

Q KAKI SHIPPING LTD.

and

Q HOUSTON SHIPPING LTD.

 

provided by

THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1

 

Arranger, Agent, Security Agent and Account Bank

ABN AMRO BANK N.V.

 



 











 

Contents

 

	
Clause
    	
 
    	
Page
    
	
 
    	
 
    	
 
    
	
1
    	
Definitions
    	
 
    	
2
    
	
 
    	
 
    	
 
    	
 
    
	
2
    	
Agreement of the Creditors
    	
 
    	
4
    
	
 
    	
 
    	
 
    	
 
    
	
3
    	
Amendments to the Principal   Agreement and the Principal Corporate Guarantee
    	
 
    	
4
    
	
 
    	
 
    	
 
    	
 
    
	
4
    	
Representations and   warranties
    	
 
    	
6
    
	
 
    	
 
    	
 
    	
 
    
	
5
    	
Conditions
    	
 
    	
7
    
	
 
    	
 
    	
 
    	
 
    
	
6
    	
Confirmations
    	
 
    	
7
    
	
 
    	
 
    	
 
    	
 
    
	
7
    	
Expenses
    	
 
    	
8
    
	
 
    	
 
    	
 
    	
 
    
	
8
    	
Miscellaneous and notices
    	
 
    	
8
    
	
 
    	
 
    	
 
    	
 
    
	
9
    	
Applicable law
    	
 
    	
9
    
	
 
    	
 
    	
 
    
	
Schedule 1   Names and addresses of the Banks
    	
 
    	
10
    
	
 
    	
 
    	
 
    
	
Schedule 2   Documents and evidence required as conditions precedent
    	
 
    	
11
    


 











 

THIS SUPPLEMENTAL AGREEMENT is dated 30 April 2014 and made BETWEEN:

 

(1)                       Q AMREEN SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Amreen Borrower”);

 

(2)                       Q ANASTASIA SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Anastasia Borrower”);

 

(3)                       Q KAKI SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Kaki Borrower”);

 

(4)                       Q HOUSTON SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Houston Borrower”);

 

(5)                       Q JAKE SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Jake Guarantor”);

 

(6)                      Q IOANARI SHIPPING LTD, a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Ioanari Guarantor”);

 

(7)                       Q A MARITIME LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Arion Guarantor”);

 

(8)                       Q SHEA SHIPPING LTD., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Q Shea Guarantor”; and together with the Q Jake Guarantor, the Q Ioanari Guarantor and the Q Arion Guarantor, the “Collateral Guarantors”);

 

(9)                       THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in schedule 1 (together, the “Banks”);

 

(10)                ABN AMRO BANK N.V., a company incorporated in The Netherlands having its registered office at Gustav Mahlerlaan 10 / Locationcode: PAC HQ 8042, 1082 PP Amsterdam, The Netherlands, acting through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, in its capacity as arranger (the “Arranger”);

 

(11)                ABN AMRO BANK N.V., a company incorporated in The Netherlands having its registered office at Gustav Mahlerlaan 10 / Locationcode: PAC HQ 8042, 1082 PP Amsterdam, The Netherlands, acting through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, in its capacity as agent for the Banks (the “Agent”);

 

(12)                ABN AMRO BANK N.V., a company incorporated in The Netherlands having its registered office at Gustav Mahlerlaan 10 / Locationcode: PAC HQ 8042, 1082 PP Amsterdam, The Netherlands, acting through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, in its capacity as account bank (the “Account Bank”);

 

(13)                ABN AMRO BANK N.V., a company incorporated in The Netherlands having its registered office at Gustav Mahlerlaan 10 / Locationcode: PAC HQ 8042, 1082 PP Amsterdam, The Netherlands, acting through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands, in its capacity as security agent and trustee for and on behalf of the Agent, the Banks (the “Security Agent”);

 

1











 

(14)                QUINTANA SHIPPING LTD. a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Corporate Guarantor”); and

 

(15)                QUINTANA SHIP MANAGEMENT LTD. a corporation incorporated in the Republic of the Marshall Islands at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the “Manager”).

 

WHEREAS:

 

	
(A)
    	
 
    	
this   Agreement is supplemental to:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the   loan agreement dated 14 August 2013 (the “Principal   Agreement”), made between (1) the Q Amreen Borrower, the Q   Anastasia Borrower, the Q Kaki Borrower and the Q Houston Borrower (together   the “Borrowers”) as joint and several   borrowers, (2) the Banks, (3) the Agent, (4) the Account Bank,   (5) the Arranger and (6) the Security Agent relating to a loan of   up to $31,040,000, of which the principal amount outstanding at the date   hereof is $17,560,000, advanced by the Banks to the Borrowers; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
the   corporate guarantee dated 14 August 2014 made between the Corporate   Guarantor and the Security Agent (the “Principal Corporate   Guarantee”); and
    
	
 
    	
 
    	
 
    
	
(B)
    	
 
    	
this   Agreement sets out the terms and conditions upon which the Creditors (as defined   below) shall, at the request of the Borrowers, provide their consent to:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
the   Listing (as defined below) of the Corporate Guarantor at the New York Stock   Exchange; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
certain   consequential changes to the Principal Agreement and the Principal Corporate   Guarantee, in each case required in connection with the above and agreed to   by the Borrowers and the Creditors (as defined below).
    
	
 
    	
 
    	
 
    
	
NOW   IT IS HEREBY AGREED as follows:
    
	
 
    	
 
    	
 
    
	
1
    	
 
    	
Definitions
    
	
 
    	
 
    	
 
    
	
1.1
    	
 
    	
Defined   expressions
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Words and   expressions defined in the Principal Agreement shall unless the context   otherwise requires or unless otherwise defined herein, have the same meanings   when used in this Agreement.
    
	
 
    	
 
    	
 
    
	
1.2
    	
 
    	
Definitions
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In this Agreement,   unless the context otherwise requires:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Corporate Guarantee” means the Principal Corporate   Guarantee as amended and supplemented by this Agreement;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Creditors” means, together, the Agent, the Account Bank,   the Arranger, the Security Agent and the Banks and “Creditor”   means any one of them;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Effective Date” means the date, no later than 2 May 2014,   on which the Agent notifies the Borrowers in writing that the Agent has   received the documents and evidence specified in clause 5 and   schedule 2 in a form and substance satisfactory to it;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Listing” means the initial public offering and listing of   shares of the Corporate Guarantor on the New York Stock Exchange;
    


 

2











 

	
 
    	
 
    	
“Loan Agreement” means the Principal Agreement as amended   and supplemented by this Agreement; and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Relevant Parties” means the Borrowers, the Collateral   Guarantors, the Corporate Guarantor and the Manager or, where the context so   requires or permits, means any or all of them.
    
	
 
    	
 
    	
 
    
	
1.3
    	
 
    	
Principal   Agreement and Principal Corporate Guarantee
    
	
 
    	
 
    	
 
    
	
1.3.1
    	
 
    	
References   in:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 the Principal Agreement   to “this Agreement”; and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)                                 the Principal Corporate   Guarantee to “this Guarantee”,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
shall, with effect   from the Effective Date and unless the context otherwise requires, be   references to the Principal Agreement or, as the context may require, the   Principal Corporate Guarantee, respectively, in each case, as amended by this   Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”,   “hereby” and “hereto”, where they appear in the Principal Agreement or, as   the context may require, the Principal Corporate Guarantee, shall be   construed accordingly.
    
	
 
    	
 
    	
 
    
	
1.4
    	
 
    	
Headings
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Clause headings   and the table of contents are inserted for convenience of reference only and   shall be ignored in the interpretation of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.5
    	
 
    	
Construction   of certain terms
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In this Agreement,   unless the context otherwise requires:
    
	
 
    	
 
    	
 
    
	
1.5.1
    	
 
    	
references   to clauses and schedules are to be construed as references to   clauses of, and schedules to, this Agreement and references to this   Agreement includes its schedules;
    
	
 
    	
 
    	
 
    
	
1.5.2
    	
 
    	
references   to (or to any specified provision of) this Agreement or any other document   shall be construed as references to this Agreement, that provision or that   document as in force for the time being and as amended in accordance with the   terms thereof, or, as the case may be, with the agreement of the relevant   parties;
    
	
 
    	
 
    	
 
    
	
1.5.3
    	
 
    	
words   importing the plural shall include the singular and vice versa;
    
	
 
    	
 
    	
 
    
	
1.5.4
    	
 
    	
references   to a time of day are to London time;
    
	
 
    	
 
    	
 
    
	
1.5.5
    	
 
    	
references   to a person shall be construed as references to an individual, firm, company,   corporation, unincorporated body of persons or any Government Entity;
    
	
 
    	
 
    	
 
    
	
1.5.6
    	
 
    	
references   to a “guarantee” include references to an   indemnity or other assurance against financial loss including, without   limitation, an obligation to purchase assets or services as a consequence of   a default by any other person to pay any Indebtedness and “guaranteed” shall   be construed accordingly; and
    
	
 
    	
 
    	
 
    
	
1.5.7
    	
 
    	
references   to any enactment shall be deemed to include references to such enactment as   re-enacted, amended or extended.
    
	
 
    	
 
    	
 
    
	
1.6
    	
 
    	
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.
    


 

3











 

	
2
    	
 
    	
Agreement   of the Creditors
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Creditors,   relying upon the representations and warranties on the part of the Relevant   Parties contained in clause 4 and subject to the terms and conditions of   this Agreement and in particular, but without prejudice to the generality of   the foregoing, fulfilment on or before 2 May 2014 of the conditions contained   in clause 5 and schedule 2, agree to the requests of the Borrowers set   out in Recital (B) above.
    
	
 
    	
 
    	
 
    
	
3
    	
 
    	
Amendments   to the Principal Agreement and the Principal Corporate Guarantee
    
	
 
    	
 
    	
 
    
	
3.1
    	
 
    	
Amendments   to the Principal Agreement
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Principal   Agreement shall, with effect on and from the Effective Date, be (and it is   hereby) amended so as to read in accordance with the following provisions   (and the Principal Agreement (as so amended) will continue to be binding upon   each of the parties thereto upon such terms as so amended):
    
	
 
    	
 
    	
 
    
	
3.1.1
    	
 
    	
by   inserting in the correct alphabetical order in clause 1.2 of the Principal   Agreement the following new definitions of “Listing”   and “Listing Date”:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
““Listing” means the initial public offering and listing of   shares of the Corporate Guarantor on the New York Stock Exchange;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Listing Date” means the date when the Listing shall have   taken place;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Supplemental Agreement” means the agreement dated 30 April   2014 made between the Security Parties and the Creditors supplemental to this   Agreement;”;
    
	
 
    	
 
    	
 
    
	
3.1.2
    	
 
    	
by   inserting after the words “the Share Pledges,” in the definition of “Security   Documents” in clause 1.2 of the Principal Agreement, the words “the   Supplemental Agreement,”;
    
	
 
    	
 
    	
 
    
	
3.1.3
    	
 
    	
by   deleting clause 7.1.10 of the Principal Agreement in its entirety and by   inserting in its place the following new clause 7.1.10:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“7.1.10
    	
(a)         each Borrower, each Collateral Guarantor   and the Manager is a wholly-owned direct Subsidiary of the Shareholder;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)         the Robertson Disclosed Persons together   own shares (legally and/or beneficially, directly or indirectly) in the   Shareholder which can cast not less than 11% of the maximum number of votes   that might be cast at a general meeting of the shareholders of the   Shareholder; and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(c)          the Riverstone Disclosed Persons together   own shares (legally and/or beneficially, directly or indirectly) in the   Shareholder which can cast not less than 20% of the maximum number of votes   that might be cast at a general meeting of the shareholders of the   Shareholder; and”; and
    
	
 
    	
 
    	
 
    
	
3.1.4
    	
 
    	
by   deleting clause 10.1.26(a) of the Principal Agreement and by inserting   in its place the following new clause 10.1.26(a):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“(a)                           there is any change in   the legal ownership of any of the shares in any of the Borrowers and/or the   Manager and/or the Collateral Guarantors, in each case from that existing on   the date of this Agreement as set out in clause 7.1.10; or”.
    
	
 
    	
 
    	
 
    
	
3.2
    	
 
    	
Amendments   to the Principal Corporate Guarantee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Principal   Corporate Guarantee shall, with effect on and from the Effective Date, be   (and it is hereby) amended so as to read in accordance with the following   provisions (and the Principal
    


 

4











 

	
 
    	
 
    	
Corporate   Guarantee (as so amended) will continue to be binding upon each of the   parties thereto upon such terms as so amended):
    
	
 
    	
 
    	
 
    
	
3.2.1
    	
 
    	
by   inserting in the correct alphabetical order in clause 1.2 of the Principal   Corporate Guarantee the following new definition of “Listing”   and “Listing Date”:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
““Listing” means the initial public offering and listing of   shares of the Guarantor on the New York Stock Exchange;”;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
““Listing Date” means the date when the Listing shall have   taken place;”;
    
	
 
    	
 
    	
 
    
	
3.2.2
    	
 
    	
by   deleting clause 4.1.10 of the Principal Corporate Guarantee in its entirety   and inserting the following new clause in its place:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“4.1.10        each of the Borrowers and   the Collateral Guarantors is a wholly-owned direct subsidiary of the   Guarantor, (b) the Robertson Disclosed Persons together own shares (legally   and/or beneficially, directly or indirectly) in the Guarantor which can cast   not less than 11% of the maximum number of votes that might be cast at a   general meeting of the shareholders of the Guarantor and (c) the   Riverstone Disclosed Persons together own shares (legally and/or   beneficially, directly or indirectly) in the Guarantor which can cast not   less than 20% of the maximum number of votes that might be cast at a general   meeting of the shareholders of the Guarantor;”;
    
	
 
    	
 
    	
 
    
	
3.2.3
    	
 
    	
by   adding after the words “course of its” in sub-paragraph (b) of clause   5.2.4 of the Principal Corporate Guarantee, the words “Listing or its”;
    
	
 
    	
 
    	
 
    
	
3.2.4
    	
 
    	
by   adding after the word “a” in sub-paragraph (b) of clause 5.2.4 of the   Principal Corporate Guarantee the words “publicly listed”;
    
	
 
    	
 
    	
 
    
	
3.2.5
    	
 
    	
by   adding in the last line of clause 5.2.4 of the Principal Corporate Guarantee,   the words “and not to be in breach of any other term of any Security   Document”;
    
	
 
    	
 
    	
 
    
	
3.2.6
    	
 
    	
by   deleting clause 5.2.6 in its entirety and inserting the following new clause   in its place:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“5.2.6               Share capital and   distribution
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
without prejudice to clause 5.3, distribute any of its present or   future assets, undertakings, rights or revenues to any of its shareholders Provided however that the   Guarantor may (i) declare or pay cash dividends to its shareholders and   (ii) pay as dividend to its shareholders any treasury shares of the   Guarantor, at any time if no Event of Default shall have occurred and is   continuing at the time of declaration or payment of such dividends or would   occur as a result of the declaration or payment of such dividends;”;
    
	
 
    	
 
    	
 
    
	
3.2.7
    	
 
    	
by   deleting clause 5.2.7 of the Principal Corporate Guarantee in its entirety   and inserting the following new clause 5.2.7 in its place:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“5.2.7               Constitutional documents
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
permit, cause or agree to any amendment or variation of its   constitutional documents Provided however that the Guarantor may   permit, cause or agree to any amendment or variation of its constitutional   documents that is not adverse to the Lender and provided always that such   amendment or variation is not otherwise contrary to the terms of any Security   Document.”; and
    
	
 
    	
 
    	
 
    
	
3.2.8
    	
 
    	
by   deleting the figure “4.1.11” in the last line of clause 5.2.9 of the   Principal Corporate Guarantee and by inserting in its place the figure   “4.1.10”.
    


 

5











 

	
3.3
    	
 
    	
Continued   force and effect
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Save as amended by   this Agreement, the provisions of the Principal Agreement and the Principal   Corporate Guarantee shall continue in full force and effect and the Principal   Agreement and this Agreement and this Agreement and the Principal Corporate   Guarantee and this Agreement shall, in each case, be read and construed as   one instrument.
    
	
 
    	
 
    	
 
    
	
4
    	
 
    	
Representations   and warranties
    
	
 
    	
 
    	
 
    
	
4.1
    	
 
    	
Primary   representations and warranties
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Each of the   Relevant Parties represents and warrants to the Creditors that:
    
	
 
    	
 
    	
 
    
	
4.1.1
    	
 
    	
Existing   representations and warranties
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
the   representations and warranties set out in clause 7 of the Principal   Agreement and clause 4 of the Principal Corporate Guarantee were true   and correct on the date of the Principal Agreement and the Principal   Corporate Guarantee, respectively, and are true and correct, including to the   extent that they may have been or shall be amended by this Agreement, as if   made at the date of this Agreement with reference to the facts and   circumstances existing at such date;
    
	
 
    	
 
    	
 
    
	
4.1.2
    	
 
    	
Corporate   power
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
each of the   Relevant Parties has power to execute, deliver and perform its obligations   under this Agreement; all necessary corporate, shareholder and other action   has been taken by each of the Relevant Parties to authorise the execution,   delivery and performance of this Agreement;
    
	
 
    	
 
    	
 
    
	
4.1.3
    	
 
    	
Binding   obligations
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
this Agreement   constitutes valid and legally binding obligations of each of the Relevant   Parties enforceable in accordance with their respective terms;
    
	
 
    	
 
    	
 
    
	
4.1.4
    	
 
    	
No   conflict with other obligations
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
the execution,   delivery and performance of this Agreement by each of the Relevant Parties   will not (i) contravene any existing law, statute, rule or   regulation or any judgment, decree or permit to which any of the Relevant   Parties is subject, (ii) conflict with, or result in any breach of any   of the terms of, or constitute a default under, any agreement or other   instrument to which any of the Relevant Parties is a party or is subject or   by which it or any of its property is bound or (iii) contravene or   conflict with any provision of the constitutional documents of any of the   Relevant Parties or (iv) result in the creation or imposition of or   oblige any of the Relevant Parties to create any Encumbrance (other than a   Permitted Encumbrance) on any of the undertaking, assets, rights or revenues   of any of the Relevant Parties;
    
	
 
    	
 
    	
 
    
	
4.1.5
    	
 
    	
No   filings required
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
it is not   necessary to ensure the legality, validity, enforceability or admissibility   in evidence of this Agreement that it or any other instrument be notarised,   filed, recorded, registered or enrolled in any court, public office or   elsewhere in any Relevant Jurisdiction or that any stamp, registration or   similar tax or charge be paid in any Relevant Jurisdiction on or in relation   to this Agreement and this Agreement is in proper form for its enforcement in   the courts of each Relevant Jurisdiction;
    
	
 
    	
 
    	
 
    
	
4.1.6
    	
 
    	
Choice   of law
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
the choice of   English law to govern this Agreement and the submissions by the Relevant   Parties to the non-exclusive jurisdiction of the English courts are valid and   binding; and
    


 

6











 

	
4.1.7
    	
 
    	
Consents   obtained
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
every consent,   authorisation, licence or approval of, or registration or declaration to,   governmental or public bodies or authorities or courts required by any of the   Relevant Parties in connection with the execution, delivery, validity,   enforceability or admissibility in evidence of this Agreement or the   performance by any of the Relevant Parties of their respective obligations   under this Agreement has been obtained or made and is in full force and   effect and there has been no default in the observance of any conditions or   restrictions (if any) imposed in, or in connection with, this Agreement.
    
	
 
    	
 
    	
 
    
	
4.2
    	
 
    	
Repetition   of representations and warranties
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Each of the   representations and warranties contained in clause 4.1 of this   Agreement, clause 7 of the Principal Agreement and clause 4 of the Principal   Corporate Guarantee shall be deemed to be repeated by the Borrowers and the   Corporate Guarantor, respectively, on the Effective Date as if made with   reference to the facts and circumstances existing on such day.
    
	
 
    	
 
    	
 
    
	
5
    	
 
    	
Conditions
    
	
 
    	
 
    	
 
    
	
5.1
    	
 
    	
Documents   and evidence
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The agreement of   the Creditors referred to in clause 2 shall be subject to the receipt by   the Agent or its duly authorised representative of the documents and evidence   specified in schedule 2 in form and substance satisfactory to the Agent.
    
	
 
    	
 
    	
 
    
	
5.2
    	
 
    	
General   conditions precedent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The agreement of   the Creditors referred to in clause 2 shall be further subject to:
    
	
 
    	
 
    	
 
    
	
5.2.1
    	
 
    	
the   representations and warranties in clause 4 being true and correct on the   Effective Date as if each was made with respect to the facts and   circumstances existing at such time; and
    
	
 
    	
 
    	
 
    
	
5.2.2
    	
 
    	
no   Default having occurred and continuing at the time of the Effective Date.
    
	
 
    	
 
    	
 
    
	
5.3
    	
 
    	
Waiver   of conditions precedent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The conditions   specified in this clause 5 are inserted solely for the benefit of the   Agent and the Banks and may be waived by the Agent (acting on the   instructions of the Banks) in whole or in part with or without conditions.
    
	
 
    	
 
    	
 
    
	
6
    	
 
    	
Confirmations
    
	
 
    	
 
    	
 
    
	
6.1
    	
 
    	
Security   Documents
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Each of the   Relevant Parties hereby confirms its consent to the amendments to the   Principal Agreement and the Principal Corporate Guarantee, in each case, on   the terms set out in this Agreement and agrees that:
    
	
 
    	
 
    	
 
    
	
6.1.1
    	
 
    	
each   of the other Security Documents to which it is a party, and its obligations   thereunder, shall remain and continue in full force and effect   notwithstanding the said amendments to the Principal Agreement contained in   this Agreement; and
    
	
 
    	
 
    	
 
    
	
6.1.2
    	
 
    	
with   effect from the Effective Date, references in any of the Security Documents   to which it is a party to “the Agreement” or “the Loan Agreement” or the   “Corporate Guarantee” or the “Guarantee”, shall henceforth be references to   the Principal Agreement and the Principal Corporate Guarantee, respectively,   in each case, as amended and/or supplemented by this Agreement and as from   time to time hereafter further amended and shall also be deemed to include   this Agreement and the obligations of the Borrowers hereunder.
    


 

7









 

	
7
    	
 
    	
Expenses
    
	
 
    	
 
    	
 
    
	
7.1
    	
 
    	
Expenses
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Borrowers   agree, jointly and severally, to pay to the Agent on a full indemnity basis   on demand all expenses (including legal and out-of-pocket expenses) incurred   by the Creditors:
    
	
 
    	
 
    	
 
    
	
7.1.1
    	
 
    	
in   connection with the negotiation, preparation, execution and, where relevant,   registration of this Agreement and of any amendment or extension of or the   granting of any waiver or consent under this Agreement or any such discharge   or release documents; and
    
	
 
    	
 
    	
 
    
	
7.1.2
    	
 
    	
in   contemplation of, or otherwise in connection with, the enforcement of, or   preservation of any rights under this Agreement or otherwise in respect of   the monies owing and obligations incurred under this Agreement,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
together with   interest at the rate referred to in clause 3.4 of the Principal   Agreement from the date on which such expenses were incurred to the date of   payment (as well after as before judgment).
    
	
 
    	
 
    	
 
    
	
7.2
    	
 
    	
Value   Added Tax
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All fees and   expenses payable pursuant to this clause 7 shall be paid together with   value added tax or any similar tax (if any) properly chargeable thereon. Any   value added tax chargeable in respect of any services supplied by the   Creditors under this agreement shall, on delivery of the value added tax   invoice, be paid in addition to any sum agreed to be paid hereunder.
    
	
 
    	
 
    	
 
    
	
7.3
    	
 
    	
Stamp   and other duties
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Borrowers   agree, jointly and severally, to pay to the Agent on demand all stamp,   documentary, registration or other like duties or taxes (including any duties   or taxes payable by the Creditors or any of them) imposed on or in connection   with this Agreement and shall indemnify the Creditors against any liability   arising by reason of any delay or omission by the Borrowers to pay such   duties or taxes.
    
	
 
    	
 
    	
 
    
	
8
    	
 
    	
Miscellaneous   and notices
    
	
 
    	
 
    	
 
    
	
8.1
    	
 
    	
Notices
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The provisions of   clause 17.1 of the Principal Agreement shall extend and apply to the   giving or making of notices or demands hereunder as if the same were   expressly stated herein and for this purpose any notices to be sent to the   Relevant Parties or any of them shall be sent to the same address as the   address indicated for the “Borrowers” in the said clause 17.1 save that   any notices to be sent to the Corporate Guarantor hereunder shall be sent to   the address of the Corporate Guarantor referred to in clause 8.1 of the   Principal Corporate Guarantee.
    
	
 
    	
 
    	
 
    
	
8.2
    	
 
    	
Counterparts
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Agreement may   be executed in any number of counterparts and by the different parties on   separate counterparts, each of which when so executed and delivered shall be   an original but all counterparts shall together constitute one and the same   instrument.
    
	
 
    	
 
    	
 
    
	
8.3
    	
 
    	
Relevant   Parties’ obligations
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   anything to the contrary contained in this Agreement, the agreements, obligations   and liabilities of the Relevant Parties herein contained are joint and   several and shall be construed accordingly. Each of the Relevant Parties   agrees and consents to be bound by this Agreement notwithstanding that any of   the other Relevant Parties which was intended to sign or be bound may not do   so or be effectually bound and notwithstanding that this
    


 

8











 

	
 
    	
 
    	
Agreement may be   invalid or unenforceable against any of the other Relevant Parties whether or   not the deficiency is known to the Creditors.
    
	
 
    	
 
    	
 
    
	
9
    	
 
    	
Applicable   law
    
	
 
    	
 
    	
 
    
	
9.1
    	
 
    	
Law
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Agreement and   any non-contractual obligations connected with it are governed by and shall   be construed in accordance with English law.
    
	
 
    	
 
    	
 
    
	
9.2
    	
 
    	
Submission   to jurisdiction
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Each of the   Relevant Parties agrees, for the benefit of the Creditors, that any legal   action or proceedings arising out of or in connection with this Agreement or   any non-contractual obligations connected with it against any of the Relevant   Parties or any of its assets may be brought in the English courts. Each of   the Relevant Parties irrevocably and unconditionally submits to the   jurisdiction of such courts and irrevocably designates, appoints and empowers   Hill Dickinson Service (London) Limited at present of Irongate House, 22-30   Duke’s Place, London EC3A 7HX, England to receive for it and on its behalf,   service of process issued out of the English courts in any such legal action   or proceedings. The submission to such jurisdiction shall not (and shall not   be construed so as to) limit the right of the Creditors or any of them to   take proceedings against any of the Relevant Parties in the courts of any   other competent jurisdiction nor shall the taking of proceedings in any one   or more jurisdictions preclude the taking of proceedings in any other   jurisdiction, whether concurrently or not. The parties further agree that   only the Courts of England and not those of any other State shall have   jurisdiction to determine any claim which any of the Relevant Parties may   have against the Creditors or any of them arising out of or in connection   with this Agreement or any non-contractual obligations connected with it.
    


 

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed as a deed on the date first above written.

 

9











 

Schedule 1
 Names and addresses of the Banks

 

	
Name
    	
 
    	
Lending office and contact details
    
	
 
    	
 
    	
 
    
	
ABN   AMRO Bank N.V.
    	
 
    	
Lending   Office

 

Coolsingel 93

3012 AE Rotterdam

The Netherlands

 

Address   for Notices

 

Coolsingel 93

3012 AE Rotterdam

The Netherlands

 

Fax no:      +31 10 401 5323

Att:                           Loans Administration
    


 

10











 

Schedule 2
 Documents and evidence required as conditions precedent

 

(referred to in clause 5.1)

 

1                               Corporate authorisation

 

in relation to each of the Relevant Parties:

 

(a)                       Constitutional documents

 

copies certified by an officer of each of the Relevant Parties, as a true, complete and up to date copies, of all documents which contain or establish or relate to the constitution of that party or a secretary’s certificate confirming that there have been no changes or amendments to the constitutional documents certified copies of which were previously delivered to the Agent pursuant to the Principal Agreement;

 

(b)                       Resolutions

 

copies of resolutions of each of its board of directors and its shareholders/stockholders approving this Agreement and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of each such party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party as:

 

(A)                    being true and correct;

 

(B)                    being duly passed at meetings of the directors of such Relevant Party and of the shareholders/stockholders of such Relevant Party, each duly convened and held;

 

(C)                    not having been amended, modified or revoked; and

 

(D)                    being in full force and effect

 

together with originals or certified copies of any powers of attorney issued by such Relevant Party pursuant to such resolutions; and

 

(c)                        Certificate of incumbency

 

a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

 

2                               Consents

 

a certificate (dated no earlier than five (5) Banking Days prior to the date of this Agreement) from an officer of each of the Relevant Parties stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of the Relevant Parties or any other party (other than the Creditors) in connection with, the execution, delivery, and performance of this Agreement;

 

3                               Legal opinions

 

such favourable legal opinions in relation to the laws of the Republic of the Marshall Islands and any other jurisdiction as the Agent shall in its reasonable discretion deem appropriate, each in a form acceptable to the Agent in its sole discretion; and

 

11











 

4                               Process agent

 

an original or certified true copy of a letter from each Relevant Party’s agent for receipt of service of proceedings accepting its appointment under this Agreement in which it is or is to be appointed as such Relevant Party’s agent.

 

12









 

	
Borrowers
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   AMREEN SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   ANASTASIA SHIPPING LTD
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   KAKI SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   HOUSTON SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    


 

13











 

	
Creditors
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by P.A. Miliou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/ P.A. Miliou
    
	
ABN   AMRO BANK N.V.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
as Arranger,   Agent, Security Agent, Account Bank
    	
 
    	
)
    	
 
    	
 
    
	
and Bank
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Security   Parties
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   JAKE SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   IOANARI SHIPPING LTD
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   ARION MARITIME SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    


 

14











 

	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
Q   SHEA SHIPPING SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
QUINTANA   SHIPPING LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
EXECUTED   as   a DEED by V. Poziopoulou
    	
 
    	
)
    	
 
    	
 
    
	
for and on behalf   of
    	
 
    	
)
    	
 
    	
/s/   V. Poziopoulou
    
	
QUINTANA   SHIP MANAGEMENT LTD.
    	
 
    	
)
    	
 
    	
Attorney-in-fact
    
	
in the presence   of:
    	
 
    	
)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
/s/   Pinelopi-Anna Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Witness
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    	
 
    	
 
    
	
Occupation:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Pinelopi-Anna   Miliou
    	
 
    	
 
    	
 
    	
 
    
	
Solicitor
    	
 
    	
 
    	
 
    	
 
    
	
Norton Rose   Fulbright Greece
    	
 
    	
 
    	
 
    	
 
    


 

15