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WAIVER LETTER, CONSENT AND AGREEMENT

Waiver Agreement

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Quintana Maritime LTD

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Title: WAIVER LETTER, CONSENT AND AGREEMENT
Date: 8/17/2005

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EXHIBIT 10.1

Quintana Maritime Limited
Pandoras 13 & Kyrou Str.
166 74 Glyfada — Greece

WAIVER LETTER, CONSENT AND AGREEMENT

2 August 2005

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

Ladies and Gentlemen:

     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

    &nb


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