Quintana Maritime
Limited
Pandoras 13 & Kyrou Str.
166 74 Glyfada — Greece
WAIVER LETTER, CONSENT AND
AGREEMENT
Citibank
International plc
Loans Agency Office
2nd Floor
4 Harbour Exchange Square
London, E14 9GE
Re: $262,456,000 Credit Facility
for Quintana Maritime Limited
This Waiver
Letter, Consent and Agreement (this “ Letter Agreement
”) is entered into in connection with the transactions
contemplated by that certain Credit Facility, dated as of April 29,
2005 (as amended, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”), among Quintana
Maritime Limited (the “ Borrower ”), the
Guarantors, Citibank International plc, as Facility Agent and the
other banks and financial institutions party thereto (all
capitalized terms used herein and not otherwise defined herein
having the meanings specified in the Credit Agreement).
1. Waiver
of Funding Limits . Borrower is hereby requesting that the
Lenders waive, effective from and after the Waiver Effective Date
(as defined below), the following provisions relating to the
utilization of the Loans with respect to Vessel 6 and Vessel 8
contained in the Credit Agreement so that, without regard to the
following requirements or limitations contained in such provisions,
the Borrower may utilize Loan proceeds to fund the total purchase
price of each such Vessel as set forth in the Memorandum of
Agreement for such Vessel (less any amounts previously deposited by
the Borrower into escrow pursuant to the terms of such Memorandum
of Agreement):
(a) the condition
precedent to delivery in Schedule 2, Part 2, 4(f) to the
Credit Agreement that the receipt of evidence that the Borrower has
deposited into escrow accounts and/or paid to the Sellers of Vessel
6 and Vessel 8, respectively, net cash proceeds of the common
equity financing in a sum equal to at least twenty per cent. (20%)
of the aggregate purchase price of such Vessels;
(b) the
requirement in Clauses 2.1 and 4.2 that the Maximum Available Loan
Amount, in respect of Vessel 6 and Vessel 8, respectively, and a
Drawing related thereto not exceed eighty (80) per cent. of
the Market Value of such Vessel;
(c) the
requirement in Clauses 2.1 and 4.2 that the Maximum Available
Tranche A Loan Amount, in respect of Vessel 6 and Vessel 8,
respectively, not exceed sixty five (65) per cent. of the
Market Value of such Vessel;
(d) the
requirement in Clause 2.1 that the Maximum Tranche A Facility
Amount not exceed sixty-five (65) per cent. of the Market
Value of the Vessels; and
(e) the
requirement in Clause 2.1 that the Maximum Tranche B Facility
Amount not exceed fifteen (15) per cent. of the Market Value
of the Vessels;
provided that, notwithstanding the waivers set forth in
(a) through (e) above, any Drawing made in respect of
Vessel 6 and Vessel 8, respectively, (i) shall be for no more
than the purchase price of such Vessel as set forth in the
Memorandum of Agreement for such Vessel (less any amounts
previously deposited by the Borrower into escrow pursuant to the
terms of such Memorandum of Agreement) and (ii) shall be drawn
81.25% as Tranche A Loans and 18.75%. as Tranche B
Loans.
2.
Release of Quintana Maritime Investors . Borrower is hereby
requesting that the Lenders
(a) consent to the
release of Quintana Maritime Investors LLC as of the Waiver
Effective Date from all of its obligations under the Credit
Agreement (including, without limitation, its obligations as a
Guarantor under Clause 14 of the Credit Agreement) and the other
Finance Documents to which it is a party; and
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