0000919574-16-012502 Sample Contracts

Standstill Agreement
Standstill Agreement • April 18th, 2016 • Ultrapetrol Bahamas LTD • Deep sea foreign transportation of freight

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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Standstill Agreement among
Standstill Agreement • April 18th, 2016 • Ultrapetrol Bahamas LTD • Deep sea foreign transportation of freight
DVB BANK SE
Letter Agreement • April 18th, 2016 • Ultrapetrol Bahamas LTD • Deep sea foreign transportation of freight

We refer to the draft Letter Agreement (the "Letter Agreement") attached hereto in respect of the Loan Agreement dated as of December 9, 2010 (as amended, the "Loan Agreement") among, inter alios, (i) UP Offshore (Bahamas) Ltd. as borrower (the "Borrower") (ii) Ultrapetrol (Bahamas) Limited, Glasgow Shipping Inc., Zubia Shipping Inc. and Corporación de Navegación Mundial S.A. as joint and several guarantors, (iii) the banks and financial institutions listed on Schedule 1 thereto as lenders (the "Lenders"), (iv) the banks and financial institutions listed on Schedule 2 thereto as Swap Banks, and (v) DVB Bank America N.V. as Agent and Security Trustee, pursuant to which the Lenders made available to the Borrower a senior secured post-delivery term loan facility of up to $40,000,000 for the purpose of financing or refinancing the acquisition of the Ships described therein. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Loan Agreement.

Contract
Ultrapetrol Bahamas LTD • April 18th, 2016 • Deep sea foreign transportation of freight

To: DVB Bank America N.V., as Agent, Security Trustee and as a Lender Gaitoweg 35 Willemstad, Curacao Attention: Natacha Bloem / Eric Maduro Facsimile: +5999 465 2366 Email: TLS.Curacao@dvbbank.com

Standstill Agreement
Standstill Agreement • April 18th, 2016 • Ultrapetrol Bahamas LTD • Deep sea foreign transportation of freight

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

STANDSTILL AGREEMENT
Standstill Agreement • April 18th, 2016 • Ultrapetrol Bahamas LTD • Deep sea foreign transportation of freight • New York

THIS STANDSTILL AGREEMENT (this "Agreement") is made as of the 29th day of January, 2016, by and among (i) each of the undersigned beneficial owners of the Notes (the "Holders"), (ii) Ultrapetrol (Bahamas) Limited (the "Company"), (iii) the subsidiary guarantors party hereto (the "Subsidiary Guarantors"), and (iv) the pledgors party hereto (the "Pledgors", and collectively with the Company and Subsidiary Guarantors, the "Note Parties").

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