Quintana Maritime LTD Sample Contracts

April, 2005 CONTENTS
Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight
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16,700,000 Shares(1) Common Stock ($.01 par value)
Quintana Maritime LTD • July 13th, 2005 • 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, 2007
Rights 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 CONTENTS
Registration Rights Agreement • June 30th, 2005 • Quintana Maritime LTD • Deep sea foreign transportation of freight • New York
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 AGREEMENT
Memorandum 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, 2007
Limited 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 Agreement
Severance 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 AGREEMENT
Warrant 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 AGREEMENT
Voting 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 LIMITED
Agreement 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 AGREEMENT
Phantom 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 AGREEMENT
Restricted 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 AGREEMENT
Quintana 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

AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2008, among EXCEL MARITIME CARRIERS LTD., BIRD ACQUISITION CORP. and QUINTANA MARITIME LIMITED
Agreement and Plan of Merger • 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 AGREEMENT
Restricted 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 AGREEMENT
Phantom 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:

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CONSULTANCY AGREEMENT
Consultancy 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...
Confidential 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 AGREEMENT
Novation Agreement • July 21st, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
Quintana Maritime Limited Pandoras 13 & Kyrou Str. 166 74 Glyfada — Greece WAIVER LETTER, CONSENT AND AGREEMENT
Letter 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 AGREEMENT
Restricted 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 AGREEMENT
Rights 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 Agreement
Quintana Maritime LTD • November 9th, 2007 • 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

Contract
Quintana Maritime LTD • July 21st, 2006 • 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 AGREEMENT
Registration 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.

SERVICES AGREEMENT
Services 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 AGREEMENT
Joint Filing Agreement • February 14th, 2006 • Quintana Maritime LTD • Deep sea foreign transportation of freight
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