Standard Contracts
16,700,000 Shares(1) Common Stock ($.01 par value)Underwriting Agreement • July 13th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
QUINTANA MARITIME LIMITED and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Rights Agreement Dated as of November 12, 2007Rights Agreement • November 13th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Delaware
Rights Agreement, dated as of November 12, 2007, between Quintana Maritime Limited, a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
QUINTANA MARITIME INVESTORS LLC REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTSRegistration Rights Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
April, 2005 CONTENTSCredit Facility Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
EXHIBIT 10.1 MANAGEMENT AGREEMENT THIS AGREEMENT is made this 28th day of February, 2005 BY AND BETWEEN; (1) QUINTANA MANAGEMENT LLC incorporated on February 18th, 2005 of Ajeltake Island, Majuro, Marshall Islands, duly represented in the presents by...Management Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF ONE (1) 180,000 DWT CLASS BULK CARRIER HULL NO. 0007 BETWEEN QUINTANA MARITIME LIMITED (AS BUYER) AND KOREA SHIPYARD CO., LTD. (AS BUILDER)Shipbuilding Contract • August 9th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • England
THIS CONTRACT is made as of 3rd December, 2006 by and between QUINTANA MARITIME LIMITED, a company incorporated and existing under the laws of the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Republic of the Marshall Islands MH96960 (hereinafter called “QML”) or a company to be nominated by QML pursuant to Article XV hereof (hereinafter called the “NOMINEE”)(QML until such nomination takes place and the NOMINEE following such nomination having taken place, in either case hereinafter called the “BUYER”), the party of the first part and KOREA SHIPYARD CO ., LTD ., a company organized and existing under the laws of the Republic of Korea, having its registered office at 1243-1, Yonsan-bong, Mokpo-City, Jeollanam-Do, Korea (hereinafter called the ‘BUILDER”), the party of the second part,
MEMORANDUM OF AGREEMENTMemorandum of Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • London
Moneta Carriers Incorporated of 80 Broad Street Monrovia, Liberia hereinafter called the Sellers, have agreed to sell, and Quintana Maritime Limited (“QML”) of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or a company to be nominated by QML pursuant to clause 24 hereof
LIMITED LIABILITY COMPANY AGREEMENT OF BENTHE SHIPCO LLC A MARSHALL ISLANDS LIMITED LIABILITY COMPANY NOVEMBER 8, 2007Limited Liability Company Agreement • November 13th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
This LIMITED LIABILITY COMPANY AGREEMENT of BENTHE SHIPCO LLC, a Marshall Islands limited liability company (the “Company”), dated as of November 8, 2007 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by AMCIC Cape Holdings LLC, a Marshall Islands limited liability company (“AMCIC”) and Quintana Maritime Limited, a Marshall Islands corporation (“QMAR” and together with AMCIC each shall sometimes be referred to as a “Member” and shall collectively be referred to herein as the “Members”).
Severance Benefits AgreementSeverance Benefits Agreement • August 30th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Texas
Quintana Maritime Limited (“Quintana”) agrees to provide you with the severance benefits set forth in this letter agreement (the “Agreement”) if your employment is terminated under the circumstances described below:
WARRANT AGREEMENTWarrant Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
THIS WARRANT AGREEMENT, dated as of May 11, 2006, is entered into between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as warrant agent (the “Warrant Agent”).
VOTING AGREEMENTVoting Agreement • January 29th, 2008 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Delaware
VOTING AGREEMENT, dated as of January 29, 2008 (this “Agreement”), by and between Excel Maritime Carriers Ltd, a Liberian corporation (the “Buyer”), and Stamatis Molaris (the “Stockholder), a stockholder of Quintana Maritime Limited, a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands (the “Company”). Unless otherwise indicated, capitalized terms not defined herein have the meanings given to them in the Merger Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of January 29, 2008 among EXCEL MARITIME CARRIERS LTD., BIRD ACQUISITION CORP. and QUINTANA MARITIME LIMITEDAgreement and Plan of Merger • February 8th, 2008 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of February 7, 2008, among Excel Maritime Carriers Ltd., a corporation organized under the laws of the Republic of Liberia (the “Buyer”), Bird Acquisition Corp., a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of the Buyer (“Merger Sub”), and Quintana Maritime Limited, a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands (the “Company”).
MEMORANDUM OF AGREEMENT Dated: 24th March, 2005 Norwegian Shipbrokers’ Association’s Memorandum of Agreement far sale and purchase of ships. Adopted by The Baltic and international Maritime Council (BIMCO)in 1956. code-name. SALEFORM 1993 Revised...Memorandum of Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • London
hereinafter called the Sellers, have agreed to sell, and BARBARA SHIPCO LLC of the Marshal Islands hereinafter called the Buyers, have agreed to buy
MEMORANDUM OF AGREEMENT Norwegian shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships Adopted by the Baltic and International Maritime Council (BIMCO) in 1956. Code Name Date 2nd September, 2005 SALEFORM 1993 Revised...Memorandum of Agreement • November 4th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • London
This Document is a computer generated copy of “SALEFORM 1993” printed by authority of the Norwegian Shipbrokers Association using software which is the copyright of strategic software Ltd. Any insertion of deletion to the form must be clearly visible in the event of any modification made to the preprinted text of this document the original document shall apply. The Norwegian Shipbrokers Association and strategic Software Ltd. assume no responsibility for my loss or damage caused as a result of discrepancies between the original approved document and this document.
PHANTOM STOCK AGREEMENTPhantom Stock Agreement • August 25th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of ___, 200___ (“Grant Date”), between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and ___(“Employee”). The parties agree as follows:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 13th, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of ___, 200___, between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and ___(the “Director”). The parties agree as follows:
Up to $200,000,000 Private Placement QUINTANA MARITIME LIMITED Units Consisting of 12% Mandatorily Convertible Preferred Stock and Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 25th, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
Quintana Maritime Limited, a Marshall Islands corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell up to 2,133,333 shares of 12% Mandatorily Convertible Preferred Stock, liquidation preference $93.75 per share, which shall have the rights, powers and preferences set forth in the Statement of Designations (the “Statement of Designations”) (the “Preferred Stock”), directly to certain investors (collectively, the “Investors”). The Company will also issue to Investors four (4) warrants (each a “Warrant”) for each Share purchased pursuant to a Warrant Agreement, dated as of the Closing Date (as defined below), among the Company and Computershare Investor Services, LLC, as warrant agent (the “Warrant Agreement”). The Warrants will be exercisable at $8.00 per Share of common stock of the Company (“Common Stock”) and will expire 3 years from the date of issuance. The Preferred Stock and the Warrants will be sold in the form of units (th
AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2008, among EXCEL MARITIME CARRIERS LTD., BIRD ACQUISITION CORP. and QUINTANA MARITIME LIMITEDMerger Agreement • January 29th, 2008 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2008 (the “Agreement”), among Excel Maritime Carriers Ltd., a corporation organized under the laws of the Republic of Liberia (the “Buyer”), Bird Acquisition Corp., a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of the Buyer (“Merger Sub”), and Quintana Maritime Limited, a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands (the “Company”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 13th, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of ___between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and ___(the “Employee”). The parties agree as follows:
PHANTOM STOCK AGREEMENTPhantom Stock Agreement • November 3rd, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of August 24, 2005 (“Grant Date”), between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and (“Employee”). The parties agree as follows:
CONSULTANCY AGREEMENTConsultancy Agreement • March 9th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight
THIS AGREEMENT is effective as of this 30th day of December 2005 by and between QUINTANA MARITIME LIMITED having its registered office at Ajeltake Island, Majuro, Marshall Islands, (the “Company”) and SHIPMANAGEMENT CONSULTANTS INC. a company having its registered office at Ajeltake Island, Majuro, Marshall Islands (the “Consultant”).
The Company has omitted information pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. BLOCK AGREEMENT TO METROSTAR MANAGEMENT CORP., OF ATHENS AS MANAGING...Charter Party Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
It is this day hereby mutually agreed between METROSTAR MANAGEMENT CORP., of Athens, as Managing Owners and BUNGE S.A., of Geneva, as Charterers, that:
NOVATION AGREEMENTNovation Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
EXHIBIT 10.4 ALLEN & OVERY LLP SECOND SUPPLEMENTAL AGREEMENT TO US$262,456,000 CREDIT FACILITY Between QUINTANA MARITIME LIMITED as Borrower with QUINTANA MARITIME INVESTORS LLC QUINTANA MANAGEMENT, LLC KING COAL SHIPCO LLC FEARLESS SHIPCO LLC COAL...Second Supplemental Agreement to Credit Facility • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
Quintana Maritime Limited Pandoras 13 & Kyrou Str. 166 74 Glyfada — Greece WAIVER LETTER, CONSENT AND AGREEMENTWaiver Letter, Consent and Agreement • August 17th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
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).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 3rd, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Marshall Islands
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of , 200___, between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and (the “Employee”). The parties agree as follows:
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 29th, 2008 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of January 29, 2008 (the “Amendment”) to the Rights Agreement, dated as of November 12, 2007 (the “Rights Agreement”), between Quintana Maritime Limited, a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.
Memorandum of AgreementMemorandum of Agreement • November 9th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight
Coal Glory Shipco LLC, guaranteed by Quintana Maritime Limited, both of the Marshall Islands hereinafter called the Sellers, have agreed to sell, and Coal Glory AS of Norway, hereinafter called the buyers, have agreed to buy
EXECUTION VERSION AGREEMENT US$250,000,000 REVOLVING CREDIT FACILITY For QUINTANA MARITIME LIMITED with THE COMPANIES LISTED HEREIN as Guarantors with CITIBANK, N.A. and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Original Lenders Arranged by...Revolving Credit Facility • October 6th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
ContractWarrant Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
THIS WARRANT IS EXERCISABLE AT ANY TIME IF THE HOLDERS OF THE CORPORATION’S COMMON STOCK APPROVE THE CONVERSION REFERRED TO BELOW AND TERMINATES AT 5:00 PM, NEW YORK CITY TIME, ON MAY 11, 2009.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT, dated May ___, 2006 (this “Agreement”), between QUINTANA MARITIME LIMITED, a Marshall Islands corporation (the “Company”), Dahlman Rose & Co., LLC and Fortis Securities LLC (the “Placement Agents”) on behalf of the investors (the “Investors”), under those certain subscription agreements between the Company and the Investors (the “Subscription Agreements”). In order to induce the Investors to enter into the Subscription Agreements, the Company has agreed to provide the registration rights set forth in this Agreement.
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Dated: 22nd January 2007 Code- name SALEFORM 1993 Revised...Memorandum of Agreement • March 9th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • London
SERVICES AGREEMENTServices Agreement • November 3rd, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • Texas
This Services Agreement (this “Agreement”) is dated as of October 31, 2005 (the “Effective Date”), between Quintana Maritime Limited, a Marshall Islands Corporation (“Maritime”) and Quintana Minerals Corporation, a Texas corporation (“Minerals” and, together with Maritime, the “Parties” and each, a “Party”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Dated: 1st December 2006 Code- name SALEFORM 1993 Revised...Memorandum of Agreement • March 9th, 2007 • Quintana Maritime LTD • Deep sea foreign transportation of freight • London
hereinafter called the Buyers, have agreed to buy Hull Number H1051, at Shanghai Waigaoqiao Shipyard being a 177,000 DWT, Capesize, Bulk Carrier
