Date 27 April 2010 STEALTHGAS INC. as Borrower -and- DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT SECOND SUPPLEMENTAL AGREEMENT in relation to a Loan Agreement dated 12 February 2008 as amended by a supplemental agreement dated 21 October 2009, for a...

Exhibit 4.31

Private and Confidential

Date 27 April 2010

STEALTHGAS INC.
as Borrower

-and-

DEUTSCHE BANK AG
FILIALE DEUTSCHLANDGESCHÄFT

SECOND
SUPPLEMENTAL AGREEMENT

in relation to a Loan Agreement
dated 12 February 2008 as amended
by a supplemental agreement dated 21 October 2009,
for a loan facility of up to USD40,250,000

Index

Clause				Page No
1		INTERPRETATION			1
2		AGREEMENT OF THE LENDER			1
3		CONDITIONS PRECEDENT			2
4		REPRESENTATIONS AND WARRANTIES			3
5		AMENDMENTS TO LOAN AGREEMENT AND OTHER SECURITY DOCUMENTS			3
6		FURTHER ASSURANCES			4
7		EXPENSES			5
8		NOTICES			5
8		SUPPLEMENTAL			5
9		LAW AND JURISDICTION			5

THIS SECOND SUPPLEMENTAL AGREEMENT is made on 27 April 2010

BETWEEN

(1)		STEALTHGAS INC. as borrower (the “Borrower”); and
(2)		DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as lender (the “Lender”).

BACKGROUND

(A)		Pursuant to a loan agreement dated 12 February 2008 as amended by a supplemental agreement dated 21 October 2009 made between (i) the Borrower and (ii) the Lender, the Lender has made available to the Borrower a loan facility of up to USD40,250,000.
(B)		The total amount outstanding under the Loan Agreement as at the date hereof is USD35,250,000.
(C)		The Borrower has made a request to the Lender to amend the Loan Agreement.
(D)		This Agreement sets out the terms and conditions on which the Lender agrees at the request of the Borrower to amend the Loan Agreement.

IT IS AGREED as follows:

1		INTERPRETATION
1.1		Defined expressions. Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires.
1.2		Definitions. In this Agreement, unless the contrary intention appears:
		“Conditions Satisfaction Date” means, the date on which the Lender shall have received all of the documents referred to in clause 3.1;
		“Loan Agreement” means the loan agreement dated 12 February 2008 as amended by a supplemental agreement dated 21 October 2009 referred to in Recital (A); and
		“Second Mortgage Addendum” means a second addendum to the Mortgage, in such form as the Lender may require in its sole discretion.
1.3		Application of construction and interpretation provisions of Loan Agreement. Clauses 1.2, 1.3 and 1.4 of the Loan Agreement apply, with any necessary modifications, to this Agreement.
2		AGREEMENT OF THE LENDER
2.1		Agreement of the Lender. The Lender, relying upon each of the representations and warranties in Clause 4 and subject to Clause 3. agrees to amend the Loan Agreement as set out in Clauses 5.1 and 5.2 below with effect from the dates stated respectively in those Clauses.

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2.2		Waiver. The Lender hereby waives the obligations of the Borrower set out in Clause 8.2 of the Loan Agreement until the earlier of (i) 30th April 2010 (or such other date as the Lender may agree in writing) and (ii) the Conditions Satisfaction Date.
3		CONDITIONS PRECEDENT
3.1		Conditions precedent. The conditions referred to in Clause 2.1 are that the Lender shall have received the following documents:
(a)		Corporate documents
		Certified Copies of all documents which evidence or relate to the constitution of the Borrower and the Guarantor and its current corporate existence;
(b)		Corporate authorities

	(i)		Certified Copies of resolutions of the directors of the Borrower and the Guarantor approving such of this Agreement and the Second Mortgage Addendum to which the Borrower or the Guarantor is a party and authorising the execution and delivery thereof and performance of the Borrower’s or the Guarantor’s obligations thereunder, additionally certified by an officer of the Borrower or the Guarantor as having been duly passed at a duly convened meeting of the directors of the Borrower or the Guarantor and not having been amended, modified or revoked and being in full force and effect; and
	(ii)		originals of any powers of attorney issued by the Borrower and the Guarantor pursuant to such resolutions;

(c)		Certificate of incumbency
		a list of directors and officers of the Borrower and the Guarantor specifying the names and positions of such persons, certified by an officer of the Borrower or the Guarantor to be true, complete and up to date;
(d)		Second Mortgage Addendum registration
		evidence that the Second Mortgage Addendum has been duly registered against the Vessel in accordance with the laws of the Xxxxxxxx Islands;
(e)		Laws of the Xxxxxxxx Islands opinion
		an opinion of the Lender’s nominated special legal advisers in respect of the laws of the Xxxxxxxx Islands;
(f)		London Agent
		documentary evidence that the agent for service of process named in clause 18.2 of the Loan Agreement has accepted its appointment in respect of this Agreement;

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(g)		Further opinions, etc
		any further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Lender may request by notice to the Borrower;
(h)		Endorsement
		the endorsement at the end of this Agreement signed by each Security Party (other than the Borrower).
4		REPRESENTATIONS AND WARRANTIES
4.1		Repetition of Loan Agreement representations and warranties. The Borrower represents and warrants to the Lender that the representations and warranties in Clause 7 of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing,
5		AMENDMENTS TO LOAN AGREEMENT AND OTHER SECURITY DOCUMENTS
5.1		Specific amendments to Loan Agreement. With effect on and from the date of this Agreement the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

	(a)		by adding in Clause 1.2 thereof the definition of “Second Mortgage Addendum” as set out in Clause 1.2 of this Agreement;
	(c)		by deleting the definition of “Margin” in Clause 1.2 thereof and replacing it with: ““Margin” means until and including 31 December 2009 two per cent (2%) per annum, and thereafter two point five per cent (2.5%) per annum”; and
	(e)		by construing references throughout to “this Agreement”, “hereunder” and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Clause 5.1 of this Agreement.

5.2 Specific amendments to Loan Agreement. With effect on and from the Conditions Satisfaction Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

	(a)		by adding at the end of the definition of “Mortgage” the words”, and as further amended by the Second Mortgage Addendum”;
	(b)		by deleting the definition of “Required Security Amount” and replacing it with:
			““Required Security Amount” means the amount in USD (as certified by the Lender) which is, at any relevant time (i) up to 30 December 2009, one hundred and five per cent (105%) of the Loan, (ii) from 31 December 2009 up

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			until and including 30 September 2010 zero per cent (0%) of the Loan and (iii) thereafter one hundred and twenty five per cent (125%) of the Loan”; and
	(c)		by construing references throughout to “this Agreement”, “hereunder” and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Clause 5.2 of this Agreement.

5.3 Amendments to Security Documents. With effect on and from the date hereof each of the Security Documents other than the Loan Agreement, shall be, and shall be deemed by this Agreement to be, amended as follows:

	(a)		the definition of, and references throughout each of the Security Documents to, the Loan Agreement and any of the other Security Documents shall be construed as if the same referred to the Loan Agreement and those Security Documents as amended and supplemented by this Agreement;
	(b)		by construing references throughout each of the Security Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to such Security Documents as amended and supplemented by this Agreement.

5.4 Security Documents to remain in full force and effect. The Security Documents shall remain in full force and effect as amended and supplemented by:

	(a)		the amendments to the Security Documents contained or referred to in Clauses 5.1 and 5.2; and
	(b)		such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

6		FURTHER ASSURANCES
6.1		Borrower’s obligation to execute further documents etc. The Borrower shall, and shall procure that any other party to any Security Document shall:

	(a)		execute and deliver to the Lender (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the laws of England or such other country as the Lender may, in any particular case, specify; and
	(b)		effect any registration or notarisation, give any notice or take any other step, which the Lender may, by notice to the Borrower or other party, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

6.2 Purposes of further assurances. Those purposes are:

(a) validly and effectively to create any Security Interest or right of any kind which the Lender intended should be created by or pursuant to the Loan Agreement or any other Security Document, each as amended and supplemented by this Agreement; and

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(b) implementing the terms and provisions of this Agreement.

6.3		Terms of further assurances. The Lender may specify the terms of any document to be executed by the Borrower or any other party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Lender considers appropriate to protect its interests.
6.4		Obligation to comply with notice. The Borrower shall comply with a notice under Clause 6.1 by the date specified in the notice.
6.5		Additional corporate action. At the same time as the Borrower or any other party delivers to the Lender any document executed under Clause 6.1(a), the Borrower or such other party shall also deliver to the Lender a certificate signed by 1 of the Borrower’s or that other party’s directors which shall:

	(a)		set out the text of a resolution of the Borrower’s or that other party’s directors specifically authorising the execution of the document specified by the Lender, and
	(b)		state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower’s or that other party’s articles of association or other constitutional documents.

7		EXPENSES
7.1		Expenses The provisions of Clause 5 (Fees and expenses) of the Loan Agreement shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
8		NOTICES
8.1		General. The provisions of Clause 16 (Notices and other matters) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
9		SUPPLEMENTAL
9.1		Counterparts. This Agreement may be executed in any number of counterparts.
9.2		Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.
10		LAW AND JURISDICTION
10.1		Governing law. This Agreement and any other non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

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10.2 Incorporation of the Loan Agreement provisions. The provisions of Clause 17 (Governing Law) and Clause 18 (Jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

SIGNED by Xxxxxx Xxxxxxx			)
the duly authorised attorney-in-fact of			)	/s/ Xxxxxx Xxxxxxx
STEALTHGAS INC.			)
in the presence of			)
/s/ Xxxxx Xxxxx
SIGNED by Xxxxxxxx Xxxxx			)
for and on behalf of			)
DEUTSCHE BANK AG FILIALE			)	/s/ Xxxxxxxx Xxxxx
DEUTSCHLANDGESCHÄFT			)
in the presence of			)

/s/ Xxxxx Xxxxx

XXXXX XXXXX
Xxxx & Co
Akti Xxxxxxx 00-00
Xxxxxxx 000 00
Greece

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COUNTERSIGNED this 27 day of April 2010 by the following parties who, by executing the same confirm and acknowledge that they have read and understood the terms and conditions of the above Second Supplemental Agreement, that they agree in all respects to the same and that the Security Documents to which they are respectively a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement, as amended by the above Second Supplemental Agreement, and they hereby reaffirm the Security Documents to which they are respectively a party as the same are amended by the above Supplemental Agreement.

/s/ XXXX VAZOU  

XXXX VAZOU 

duly authorized on behalf of
MR ROI INC.

duly authorized on behalf of
NAVIG8 FAITH CORPORATION 

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