Up to $200,000,000 Private Placement QUINTANA MARITIME LIMITED Units Consisting of 12% Mandatorily Convertible Preferred Stock and Warrants PLACEMENT AGENCY AGREEMENTQuintana Maritime LTD • August 25th, 2006 • 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
