8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

November 8, 2007

QUINTANA MARITIME LIMITED

(Exact name of registrant as specified in its charter)

Marshall Islands	000-51412	98-0454094
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Quintana Maritime Limited

c/o Quintana Management LLC

Pandoras 13 & Kyprou Street

166 74 Glyfada

Greece

(Address of principal executive office)

011-30-210-898-6820

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Joint Venture Agreements

On November 8, 2007, Quintana Maritime Limited (the “Company”) entered into limited liability company agreements with AMCIC Cape Holdings LLC (“AMCIC”), an affiliate of Hans J. Mende, for the formation each of Fritz Shipco LLC, Benthe Shipco LLC, Gayle Frances Shipco LLC, and Iron Lena Shipco LLC. The Company owns a 50% interest in each of these companies, and AMCIC owns the remaining 50%. Mr. Mende is a member of our board of directors.

The sole purpose of each of the joint ventures is to purchase, own, and operate newbuilding Capesize vessels currently under construction by Korea Shipyard Co., Ltd., a Korean shipyard, and scheduled to be delivered in 2010 for purchase prices of approximately $77.7 million per vessel. It is currently contemplated that each of the joint ventures will enter into a credit facility to finance up to 70% of the purchase price of the relevant Capesize vessel. Under the terms of the agreements governing the joint ventures, the Company is responsible for its pro rata share of the costs to purchase the vessel.

Each of the joint ventures is managed by a two-member board of directors consisting of Hans J. Mende and Stamatis Molaris, who is also the Company’s Chief Executive Officer and President and a member of the Board, appointed by AMCIC and the Company, respectively. All decisions of the board of directors will require unanimous approval.

The Conflicts Committee of the Company’s Board, which is made up of three independent, non-executive directors, has approved these agreements.

Rights Agreement

On November 12, 2007, the Board of the Company entered into a Rights Agreement (the “Rights Agreement”) with Computershare Trust Company, N.A., as Rights Agent, in connection with the declaration of a dividend of preferred share purchase rights to stockholders of record on the Record Date (as defined in Item 3.03 below). The material terms and conditions of the Rights Agreement are described below in response to Item 3.03. The response to Item 3.03 is hereby incorporated by reference in its entirety in response to Item 1.01 of this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders

On November 12, 2007 the Board of Directors (the “Board”) of Quintana Maritime Limited (the “Company”) declared a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”) of the Company to shareholders of record at the close of business on November 22, 2007. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series A Junior Participating Preferred Shares, par value $0.01 per share, of the Company (the “Preferred Shares”), or a combination of securities and assets of equivalent value, at a Purchase Price of $75.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Stockholders’ Rights Agreement (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent.

Initially, ownership of the Rights will be evidenced by the Common Share certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and a Distribution Date, which is the date when the Rights become exercisable, will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares (the “Share Acquisition Date”), or (ii) the close of business on the tenth business day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or

entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or any successor provision thereto, if upon consummation thereof, such Person would become an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the Common Share certificates and will be transferred with and only with such Common Share certificates, (ii) new Common Share certificates issued after November 22, 2007 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate.

The Rights are not exercisable until the Distribution Date and will expire at the close of business on November 12, 2017, unless the Rights Agreement is extended by the Board by amendment to the Rights Agreement, unless earlier redeemed or exchanged by the Company as described below.

As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board, only Common Shares issued after November 22, 2007 and prior to the earlier of the Distribution Date or the Expiration Date will be issued with Rights.

Except in the circumstances described below, after the Distribution Date each Right will be exercisable into one one-thousandth of a Preferred Share (a “Preferred Share Fraction”). Each Preferred Share Fraction carries voting and dividend rights that are intended to produce the equivalent of one Common Share. The voting and dividend rights of the Preferred Shares are subject to adjustment in the event of dividends, subdivisions and combinations with respect to the Common Shares of the Company. In lieu of issuing certificates for Preferred Share Fractions, which are less than an integral multiple of one Preferred Share (i.e., 1000 Preferred Share Fractions), the Company may pay cash representing the current market value of the Preferred Share Fractions.

In the event that a Person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. In lieu of requiring payment of the Purchase Price upon exercise of the Rights following any such event, the Company may permit the holders simply to surrender the Rights, in which event they will be entitled to receive Common Shares (and other property, as the case may be) with a value of 50% of what could be purchased by payment of the full Purchase Price. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.

For example, at an exercise price of $75 per Right, each Right not otherwise voided following an event set forth in the preceding paragraph would entitle its holder to purchase $150 worth of Common Shares (or other consideration, as noted above) for $75. Assuming that the Common Shares had a per share value of $30 at such time, the holder of each valid Right would be entitled to purchase five Common Shares for $75.

In the event that, at any time following the Share Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Shares of the Company are changed or exchanged, or (iii) 50% or more of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights that previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. Again, provision is made to permit surrender of the Rights in exchange for one-half of the value otherwise purchasable. The events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”

The Purchase Price payable, and the number of Units of Preferred Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) if holders of the Preferred Shares are granted certain rights or warrants to subscribe for Preferred Shares or convertible securities at

less than the current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular quarterly dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

At any time until the close of business on the tenth business day following the Share Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right, subject to adjustment. That ten business day redemption period may be extended by the Board so long as the Rights are still redeemable. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.005 redemption price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Preferred Shares (or other consideration) of the Company or for common shares of the acquiring company or in the event of redemption of the Rights as set forth above.

Any of the provisions of the Rights Agreement may be amended by the Board so long as the rights are redeemable by the Board except to reduce the redemption price. After such time, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person) or to shorten or lengthen any time period under the Rights Agreement.

The foregoing description of the Rights Agreement is qualified in its entirety by the terms of the Rights Agreement, which is filed as an exhibit to and incorporated by reference in this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Statement of Designation for the Company’s Series A Junior Participating Preferred Stock became affective upon filing on November 13, 2007. The terms of the Series A Junior Participating Preferred Stock are described under Item 3.03 above.

On November 12, 2007, the Board amended the Company’s bylaws. Article II, Section 2.5 of the Company’s bylaws, as amended, requires action by 50 percent of stockholders eligible to vote in order to call a special meeting of the stockholders.

Additionally, the Board amended Article VII, Sections 7.1 and 7.3 to allow the issuance of shares in an uncertificated, book entry form.

Item 9.01 Financial Statements and Exhibits

3.1	Statement of Designation for the Series A Junior Participating Preferred Stock
3.2	Bylaw Amendments
10.1	Limited Liability Company Agreement of Fritz Shipco LLC
10.2	Limited Liability Company Agreement of Benthe Shipco LLC
10.3	Limited Liability Company Agreement of Gayle Frances Shipco LLC
10.4	Limited Liability Company Agreement of Iron Lena Shipco LLC
10.5	Stockholders’ Rights Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QUINTANA MARITIME LIMITED
By:	/s/ Steve Putman
	Steve Putman
	Vice President and General Counsel

Dated: November 13, 2007

EXHIBIT INDEX

3.1	Statement of Designation for the Series A Junior Participating Preferred Stock
3.2	Bylaw Amendments
10.1	Limited Liability Company Agreement of Fritz Shipco LLC
10.2	Limited Liability Company Agreement of Benthe Shipco LLC
10.3	Limited Liability Company Agreement of Gayle Frances Shipco LLC
10.4	Limited Liability Company Agreement of Iron Lena Shipco LLC
10.5	Stockholders’ Rights Agreement

EX-3.1

Exhibit 3.1

STATEMENT OF DESIGNATION

OF

RIGHTS, PREFERENCES AND PRIVILEGES

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF

QUINTANA MARITIME LIMITED

(Pursuant to Section 35 of the Marshall Islands

Business Corporations Act)

The undersigned, Stamatis Molaris and Steve Putnam do hereby certify:

1. That they are the duly elected and acting President and Secretary, respectively, of Quintana Maritime Limited, a Marshall Islands corporation (the “Corporation”).

2. That pursuant to the authority conferred by the Corporation’s Amended and Restated Articles of Incorporation, the Corporation’s Board of Directors on November [    ], 2007 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Corporation’s Series A Participating Preferred Stock:

RESOLVED, that pursuant to the authority granted to and vested in the Board of this Corporation in accordance with the provisions of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), the Board hereby creates a series of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Section 1. Designation and Amount. The shares of this series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided in the Articles of Incorporation, including any other Statement of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Articles of Incorporation, including any Statement of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by

reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. Amendment. The Articles of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter, change, or repeal the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding up, junior to all series of Preferred Stock.

RESOLVED, that 100,000 shares of Series A Junior Preferred Stock be, and they hereby are, initially reserved for issuance upon exercise of the Rights, such number to be subject to adjustment from time to time in accordance with the Rights Agreement.

RESOLVED FURTHER, that the Board hereby authorizes and directs the President or any Vice President and the Secretary or any Assistant Secretary of this Corporation to prepare and file a Statement of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.

We further declare, under penalty of perjury, that the foregoing Statement of Designation is the act and deed of the Corporation and that the facts stated therein are true and correct.

Executed on November 12, 2007.

QUINTANA MARITIME LIMITED
By:	/s/ Stamatis Molaris
Name:	Stamatis Molaris
Title:	President
By:	/s/ Steve Putman
Name:	Steve Putman
Title:	Secretary

EX-3.2

Exhibit 3.2

AMENDMENT NO. 1 TO

AMENDED AND RESTATED BYLAWS

OF

QUINTANA MARITIME LIMITED

The Amended and Restated Bylaws of Quintana Maritime Limited are hereby amended as follows:

1. Section 2.5 of Article II of the Bylaws is hereby amended to read in its entirety as follows:

“Section 2.5 Special Meetings. Special meetings of the shareholders, for any purpose or purposes (including without limitation the election or removal of directors), unless otherwise prescribed by statute, may be called by the Chief Executive Officer or the Chairman of the board, or by resolution of the board of directors, and shall be called by the Chief Executive Officer or the Secretary at the request in writing of not less than 50% of the voting power of the shareholders entitled to vote at the meeting. Any such request shall state the purpose or purposes of the proposed meeting. At any such special meeting, only such business may be transacted which is related to the purpose or purposes set forth in the notice.”

2. Section 7.1 of Article VII of the Bylaws is hereby amended to read in its entirety as follows:

“Section 7.1 Certificates of Stock. The stock of the Corporation shall be represented by certificates or, to the extent authorized by the Board of Directors, shall be uncertificated. Every holder of stock in the Corporation, upon written request to the Secretary of the Corporation, shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chairman of the Board of Directors, or the Chief Executive Officer, or the President or a Vice President and (ii) by the Chief Financial Officer, or the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile if such certificate is countersigned by a transfer agent, other than the Corporation or its employees. The board of directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.”

3. Section 7.3 of Article VII of the Bylaws is hereby amended to read in its entirety as follows:

“Section 7.3 Transfer of Stock. Transfers of stock shall be made upon the books of the Corporation and, in the case of certificated stock, upon surrender to

the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.”

4. The effective date of these amendments is November 12, 2007.

QUINTANA MARITIME LIMITED
By:	/s/ Steve Putman
	Steve Putman
	Vice President, General Counsel, and Secretary

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EX-10.1

Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

FRITZ SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

NOVEMBER 8, 2007

(EFFECTIVE AS OF MAY 7, 2007)

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND CONSTRUCTION		3
1.1	Definitions	3
1.2	Construction	10
ARTICLE 2 ORGANIZATION		10
2.1	Formation	10
2.2	Name	10
2.3	Offices	10
2.4	Purposes	10
2.5	Foreign Qualification	11
2.6	Term	11
2.7	Title to Company Assets	11
2.8	Fiscal Year	11
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		11
3.1	Representations and Warranties	11
ARTICLE 4	MEMBERS	12
4.1	Members	12
ARTICLE 5 CAPITAL CONTRIBUTIONS		12
5.1	Initial Capital Contributions	12
5.2	Additional Capital Contributions	12
5.3	Return of Capital Contributions	13
5.4	Advances by Members	13
5.5	Capital Accounts	13
ARTICLE 6 DISTRIBUTIONS; ALLOCATIONS		14
6.1	Distributions	14
6.2	Tax Distributions	14
6.3	Allocations of Profits or Losses	14
6.4	Regulatory Allocations	15
6.5	Curative Allocations	16
6.6	Income Tax Allocations	16
6.7	Other Allocation Rules	17
ARTICLE 7 MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS		17
7.1	Management of the Company	17

LIMITED LIABILITY COMPANY AGREEMENT

OF

FRITZ SHIPCO LLC

7.2	Removal; Vacancies	18
7.3	Initial Directors	18
7.4	Actions by the Board	18
7.5	Meetings of the Board	18
7.6	Officers	19
7.7	Confidentiality	19
ARTICLE 8 DISSOLUTION, WINDING-UP AND TERMINATION		20
8.1	Dissolution	20
8.2	Winding-Up and Termination	21
ARTICLE 9 INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS		22
9.1	Indemnification	22
9.2	No Business Opportunity Obligations	23
ARTICLE 10 TRANSFER OF INTERESTS		24
10.1	Right of First Offer – AMCIC Interests	24
10.2	Right of First Offer – QMAR Interests	24
ARTICLE 11 GENERAL PROVISIONS		24
11.1	Books	24
11.2	Tax Returns and Information	25
11.3	Tax Matters Member	25
11.4	Basis Adjustment	25
11.5	Bank Accounts	25
11.6	Inspection	25
11.7	Notices	25
11.8	Entire Agreement; Supersedure	26
11.9	Effect of Waiver or Consent	26
11.10	Amendment or Restatement	26
11.11	Binding Effect	26
11.12	Governing Law; Severability	26
11.13	Further Assurances	27
11.14	Actions Taken Directly or Indirectly	27
11.15	Counterparts	27

SCHEDULES:

Schedule 1	Members; Capital Contributions	1-1
Schedule 2	Initial Directors	2-1
Schedule 3	Initial Officers	3-1

LIMITED LIABILITY COMPANY AGREEMENT

OF

FRITZ SHIPCO LLC

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LIMITED LIABILITY COMPANY AGREEMENT

OF

FRITZ SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

This LIMITED LIABILITY COMPANY AGREEMENT of FRITZ SHIPCO LLC, a Marshall Islands limited liability company (the “Company”), dated as of May 7, 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”).

RECITALS

WHEREAS, the Company was formed as a Marshall Islands limited liability company by the filing on May 7, 2007 of a certificate of formation under and pursuant to the Act (such certificate of formation, as amended or restated from time to time in accordance with this Agreement, the “Certificate”);

WHEREAS, the parties hereto desire to set forth their rights and obligations as Members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Act;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings set forth below.

“Acquisition Price” means the contract price of $77,700,000, subject to adjustment, for the Fritz.

“Act” means the Republic of the Marshall Islands Limited Liability Company Act of 1996 and any successor statute, as amended from time to time.

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore (or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) with respect to such Member.

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“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified in this Agreement.

“Agreement” means this Limited Liability Company Agreement of the Company, as amended and restated from time to time, including the Schedules hereto.

“AMCIC Designee” has the meaning given thereto in Section 7.1.

“AMCIC Sale Notice” has the meaning given thereto in Section 10.1.

“Board” has the meaning given thereto in Section 7.1.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as of the date of such contribution as reasonably determined by the Board;

(ii) The Book Values of all properties shall be adjusted to equal their respective fair market values as reasonably determined by the Board in connection with (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (other than a Capital Contribution made by all Members in proportion to their respective Percentage Interests) to the Company or in exchange for the performance of services to or for the benefit of the Company, (B) the distribution by the Company to a Member of more than a de minimis amount of property (other than a distribution made to all Members in proportion to their respective Percentage Interests) as consideration for an interest in the Company, or (C) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code); provided that adjustments pursuant to clauses (A) and (B) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Book Value of property distributed to a Member shall be the fair market value of such property as of the date of such distribution as reasonably determined by the Board;

(iv) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (vii) of the definition of Profits and Losses; and

(v) If the Book Value of property has been determined or adjusted pursuant to clause (i), (ii) or (iv) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Sections 6.3, 6.4, and 6.5.

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“Book Liability Value” means with respect to any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s-length transaction. The Book Liability Value of each liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Book Values.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which the New York Stock Exchange is closed.

“Business Line” means to (a) enter into the Shipbuilding Contract, (b) acquire, own and operate the Fritz, (c) borrow money and issue evidence of indebtedness to finance the activities set forth in clause (a) and (b) above, (d) to charter or recharter the Fritz and (e) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as described in clauses (a), (b), (c) and (d) above.

“Capesize Vessel” means a drybulk carrier in excess of 150,000 dwt.

“Capital Account” has the meaning set forth in Section 5.5 of this Agreement.

“Capital Contribution” means with respect to each Member, the amount of money contributed to the Company by such Member.

“Certificate” means that certain certificate of formation, dated May 7, 2007, filed in accordance with the laws of the Republic of the Marshall Islands.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Costs” means the Acquisition Price, any Financing Costs, and any other costs incurred by the Company; provided, however, that Costs shall not include Vessel Management Fees.

“Curative Allocations” means the allocations pursuant to Section 6.5 of this Agreement.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such Fiscal Year or other period, except that (i) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such Fiscal Year or other period under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), and (ii) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such Fiscal Year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

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“Directors” has the meaning given thereto in Section 7.1.

“Dissolution Event” has the meaning given thereto in Section 8.1(a).

“Distributable Cash” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred in the operation of the Company’s business; and (iii) such Reserves as the Board deems reasonably necessary for the proper operation of the Company’s business.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Date” means May 7, 2007.

“Financing Costs” means all costs associated with borrowings made in connection with the acquisition of the Fritz including, but not limited to, interest, charges, expenses, fees and other amounts associated with such borrowings.

“Fiscal Year” has the meaning set forth in Section 2.8 of this Agreement.

“Fritz” means the Capesize Vessel to be acquired by the Company pursuant to the Shipbuilding Contract.

“Indemnitee” means any Member, any Director or any Person who is or was an officer, director, member or partner of the Company or any Member or any Person who is or was serving at the request of the Company, any Member or the Directors as a director, officer or trustee of another Person.

“Interest” means the interest of a Member, in its capacity as such, in the Company, including, but not limited to, rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by such Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on such Member (in each case, under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member.

“KSC” means Korea Shipyard Co., Ltd., of the Republic of Korea.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority.

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“Management Agreement” means any management agreement between the Company and QMAR providing for the technical and/or commercial management of the Fritz.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Minimum Gain” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(d).

“Nonrecourse Deduction” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b)(1).

“Officers” has the meaning given thereto in Section 7.6(a).

“Percentage Interest” means the Percentage Interest of the Members set forth on Schedule 1 hereto.

“Person” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

“Price” means the fair market value of the Company’s Interests.

“Profits” or “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Book Value of any asset is adjusted pursuant to clause (ii) or clause (iii) of the definition of Book Value, the amount of such adjustment shall be treated as

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an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) In the event the Book Liability Value of any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Company) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Company) and shall be taken into account for purposes of computing Profits or Losses;

(v) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(vi) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year;

(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(viii) Any items that are allocated pursuant to the Regulatory Allocations or the Curative Allocations shall not be taken into account in computing Profits and Losses.

“QMAR Designee” has the meaning given thereto in Section 7.1.

“QMAR Sale Notice” has the meaning given thereto in Section 10.2.

“Regulatory Allocations” means the allocations pursuant to Section 6.3(b) and Section 6.4 of this Agreement.

“Reserves” means funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shipbuilding Contract” means that certain shipbuilding contract to be entered into by and among the Company and KSC, pursuant to which KSC will sell to the Company the 180,000 dwt bulk carrier vessel to be constructed by KSC and designated as Hull No. 0005.

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“Tax Distribution” means, with respect to any Member for any Fiscal Year, the excess, if any, of (i) the product of (a) the federal taxable income allocated by the Company to such Member in such Fiscal Year and all prior years less the federal taxable loss allocated by the Company to such Member in such Fiscal Year and all prior years, multiplied by (b) the highest applicable federal income tax rate applicable to individuals with respect to the character of federal taxable income or loss allocated by the Company to such Member (e.g., capital gains or losses, dividends, ordinary income, etc.), over (ii) the amount of distributions made to such Member pursuant to Section 6.1 during such Fiscal Year and all previous years plus the amount of distributions made to such Member pursuant to Section 6.2 with respect to all previous years.

“Tax Matters Member” has the meaning set forth in Section 11.3 of this Agreement.

“Transfer,” including the correlative terms “Transferring” or “Transferred,” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of any Interest (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, any Interest is transferred or shifted to another Person. Notwithstanding anything in this Agreement to the contrary, a transfer, assignment or other disposition of all or substantially all of the outstanding capital stock or assets of QMAR (whether voluntary or involuntary or by operation of law) shall not be deemed a “Transfer” for the purposes of this Agreement.

“Vessel Management Fees” means all fees and related costs due and payable under the Management Agreement.

1.2 Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to articles and sections of this Agreement; (c) references to Schedules are to schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money refer to legal currency of the United States of America; and (e) the word “including” means “including without limitation.”

ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was organized as a limited liability company by the filing of the Certificate under the Laws of the Republic of the Marshall Islands and in accordance with and pursuant to the Act. All actions by any Member, or the agent of any Member, in making such filing are hereby ratified, adopted and approved. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement control and take precedence.

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2.2 Name. The name of the Company is “Fritz Shipco LLC” and all Company business must be conducted in that name or such other names that comply with the Laws of the Republic of the Marshall Islands and as the Board may select.

2.3 Offices. The name of the registered agent of the Company in the Republic of the Marshall Islands is The Trust Company of the Marshall Islands, Inc., whose address is Trust Company Complex, Ajeltake Island, Majuro, MH 96960, Republic of the Marshall Islands. The address of the registered office of the Company in the Republic of the Marshall Islands (which need not be a place of business of the Company) is the address of its registered agent in the Marshall Islands. The Company may have such other offices as the Board may designate.

2.4 Purposes. The purpose of the Company is to engage in any lawful act or activity relating to the Business Line.

2.5 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than the Republic of the Marshall Islands, the Company shall comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

2.6 Term. The Company shall have perpetual existence unless liquidated or dissolved in accordance with this Agreement and the Act.

2.7 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof.

2.8 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each Member (as to itself only) represents and warrants to the Company and the other Members as follows:

(a) Such Member is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or administration, as the case may be;

(b) Such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery by such Member of this Agreement, and the performance of all obligations hereunder have been duly authorized by all necessary action;

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(c) This Agreement has been duly and validly executed and delivered by such Member and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally, and by principles of equity;

(d) The execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member or (iii) conflict with, or result in a breach or default under, any term or condition of its organizational or governing documents or any material agreement or other instrument to which such Member is a party; and

(e) Such Member is acquiring its Interest in the Company for its own account, for investment purposes, and not with a view to or in connection with the resale or other distribution of such Interest. Such Member is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act. Such Member understands and agrees that the Interests have not been registered under the Securities Act and are restricted as to sale. Such Member has knowledge of finance, securities, and investments generally, experience and skill in investments based on actual participation, and has the ability to bear the economic risks of such Member’s investment. Such Member has received and reviewed the information it considers necessary or appropriate for deciding whether to invest in the Company and was able to ask questions and receive answers concerning the terms and conditions of the proposed transaction.

ARTICLE 4

MEMBERS

4.1 Members. Each of the Persons listed on Schedule 1 hereto as a Member has been, or is hereby, admitted as a Member as of the Effective Date.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. On the Effective Date, each of the Members shall make Capital Contributions to the Company in the amounts set forth in Schedule 1 hereto.

5.2 Additional Capital Contributions.

(a) Each of the Members shall be required to make Capital Contributions pro rata in accordance with their respective Percentage Interests in amounts equal to all Costs.

(b) AMCIC shall be required to make Capital Contributions in an amount equal to 100% of all Vessel Management Fees.

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(c) All additional Capital Contributions, if any, shall be made by the Members in accordance with their respective Percentage Interests.

(d) The Board shall provide the Members with written notice specifying the funding date, the amount and purpose of the funds and appropriate payment instructions with respect to any capital requested pursuant to this Section 5.2.

5.3 Return of Capital Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

5.4 Advances by Members. If the Company does not have sufficient cash to pay its obligations, with the approval of the Board, any Member may (but shall have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advance shall constitute a loan from such Member and shall not be a Capital Contribution. Any advance made by a Member shall be repaid by the Company prior to any distributions under Section 6.1.

5.5 Capital Accounts.

(a) A separate capital account (a “Capital Account”) will be maintained for each Member. Each Member’s Capital Account will be increased by: (1) the amount of money contributed by such Member to the Company; (2) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (3) allocations to such Member of Profits and other items of income and gain pursuant to Sections 6.3, 6.4, and 6.5. Each Member’s Capital Account will be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); and (iii) allocations to such Member of Losses and other items of deduction and loss pursuant to Sections 6.3, 6.4, and 6.5.

(b) In the event of a permitted sale or exchange of an Interest the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Interest in accordance with Section 1.704-1(b)(2)(iv)(l) of the Treasury Regulations.

(c) The manner in which Capital Accounts are to be maintained pursuant to this Section 5.5 is intended to comply with the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.5 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.5, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

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ARTICLE 6

DISTRIBUTIONS; ALLOCATIONS

6.1 Distributions. The Company may periodically distribute cash or other property to the Members with the timing and amount of each such distribution to be determined by the Board. All distributions shall be made to the Members in proportion to their respective Percentage Interests.

6.2 Tax Distributions. The Company shall, subject to having sufficient Distributable Cash, make distributions to the Members to the extent of the required Tax Distribution, if any, of such Member for such Fiscal Year. Any distributions made pursuant to this Section 6.2 to a Member shall be treated as an advance payment of, and shall reduce by a like amount, the amounts otherwise distributable to such Member pursuant to Section 6.1 in subsequent distributions.

6.3 Allocations of Profits or Losses.

(a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.

(b) All deductions arising from the payment of any of the Vessel Management Fees shall be specially allocated to the Capital Account of AMCIC.

(c) Losses shall not be allocated pursuant to Section 6.3 to the extent that such allocation would cause a Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Year or other period. All Losses in excess of the limitation set forth in this Section 6.3(b) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Account in proportion to their relative Percentage Interests but only to the extent that such Losses do not cause any such Member to have a deficit in its Adjusted Capital Account.

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6.4 Regulatory Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain

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in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement.

(g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

6.5 Curative Allocations. The Regulatory Allocations are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may be inconsistent with the manner in which the Members intend to divide Company distributions. Accordingly, the Board is authorized to divide other allocations of Profits, Losses, and other items among the Members, to the extent that they exist, so that the net amount of the Regulatory Allocations and the Curative Allocations to each Member is zero. The Board will have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the related Treasury Regulations.

6.6 Income Tax Allocations.

(a) To the maximum extent possible and except as otherwise provided in this Section 6.6, all items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding item of income, gain, loss and deduction for Capital Account purposes is allocated.

(b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder.

(c) Any (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of credits shall be allocated to the Members in accordance with applicable law.

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(d) Allocations pursuant to this Section 6.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

6.7 Other Allocation Rules.

(a) All items of income, gain, loss, deduction and credit allocable to an Interest in the Company that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

(b) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be determined in accordance with their Percentage Interests.

ARTICLE 7

MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS

7.1 Management of the Company. The affairs of the Company shall be governed by “managers” (as such term is defined in the Act) who shall be referred to as “Directors” in this Agreement and who shall govern collectively through a Board of Directors (the “Board”). The Board shall consist of two Directors appointed as follows: (i) one director shall be designated by AMCIC (the “AMCIC Designee”) and (ii) one director shall be designated by QMAR (the “QMAR Designee”).

7.2 Removal; Vacancies.

(a) A Director may only be removed from the Board of Directors, with or without cause, by the Member who appointed such Director to serve on the Board.

(b) Any vacancy created by the death, disability, retirement, resignation or proper removal of any Director shall be filled by the Member that designated such former Director.

7.3 Initial Directors. The Members hereby appoint, effective as of the Effective Date, the individuals listed on Schedule 2 to this Agreement to serve as the initial Directors of the Company until their removal or replacement in accordance with this Agreement.

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7.4 Actions by the Board. Unless explicitly provided otherwise in this Agreement, the Board shall have the power, right and authority on behalf, and in the name of, the Company to carry out any and all of the objects and purposes of the Company. All decisions of the Board shall be exercisable only upon the unanimous vote of the Board.

7.5 Meetings of the Board.

(a) Meetings of the Board, regular or special, may be held either within or without the Republic of the Marshall Islands.

(b) Regular meetings of the Board shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board. Except as otherwise provided by the Act, any and all business may be transacted at any regular meeting.

(c) Special meetings of the Board may be called by request of any Director so long as notice is provided to each other Director twenty-four (24) hours in advance of such meeting; provided, however, that the presence at such meeting shall be deemed to be a waiver of such notice requirement.

(d) Notice will be deemed to have been provided once given by any one of the following three forms: (i) by email to the corresponding email address; (ii) by telephone to the corresponding telephone and cellular numbers; or (iii) by fax to the corresponding fax number, listed below the name of each Director on Schedule 2. Each Director agrees to notify the Board, in writing, of any change to such email address, telephone number or fax number listed on Schedule 2, after which notice will not be deemed to have been given unless notification has been provided in the manner set forth above to such new address or number.

(e) Directors may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at the meeting.

(f) Directors may vote at any meeting by a written proxy executed by such Director and delivered to another Director.

(g) The Board may act by unanimous written consent in lieu of a meeting.

7.6 Officers.

(a) The Board may, from time to time, designate one or more Persons to be officers of the Company (“Officers”). The initial Officers of the Company are listed on Schedule 3 hereto. Any number of offices may be held by the same person. The election or appointment of an Officer shall not of itself create contractual rights.

(b) Any Officer so designated shall have such power, authority and duties as the Board may, from time to time, delegate to them.

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(c) The Board may, in its sole discretion, remove any Officer with or without cause at any time.

(d) Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

7.7 Confidentiality. The Members acknowledge that they may receive information from or regarding the Company or the other Members that is confidential, the release of which may be damaging to the Company, the other Members or Persons with whom they do business. Each Member shall hold in confidence and not disclose any information it receives regarding the Company or the other Members that is identified as being confidential and may not disclose it to any Person other than another Member, except for disclosures:

(a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (but such Member shall notify the Company or the Member affected by such disclosure, as applicable, promptly of any request for that information before disclosing it if practicable);

(b) to Affiliates, advisers or representatives of such Member; provided, that (ii) such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and agree in writing prior to receiving such information to keep such information confidential, and (ii) that the disclosing Member remains liable for any breach by its Affiliates, advisors and/or representatives;

(c) of information that such Member also has received from a source independent of the Company, Subsidiary or other Member, as applicable, that such Member reasonably believes obtained that information without breach of any obligation of confidentiality;

(d) of information in connection with litigation against the Company or any Member to which the disclosing Member is a party (but such Member shall notify the Company affected by such disclosure, as applicable, as promptly as practicable prior to making such disclosure, if practicable); or

(e) permitted in writing by the Company or Member affected by such disclosure, as applicable.

The Members agree that breach of the provisions of this Section 7.7 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at Law) are inadequate in view of: (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions; and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 7.7. Accordingly, the Members agree that the provisions of this Section 7.7 may be enforced by specific performance. Notwithstanding the foregoing, this Section 7.7 shall in no way prevent the Board from complying with its obligations under this Agreement or otherwise operating the Company.

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ARTICLE 8

DISSOLUTION, WINDING-UP AND TERMINATION

8.1 Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:

(i) the approval of all Members; and

(ii) the entry of a decree of judicial dissolution of the Company under Section 47 of the Act.

(b) To the maximum extent permitted by the Act, the death, retirement, expulsion, bankruptcy or dissolution of a Member shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

8.2 Winding-Up and Termination. Upon the dissolution of the Company, unless it is reconstituted pursuant to the Act, the Board or a Person or Persons selected by the Board shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay, satisfy or discharge from Company funds all of the debts (including the debts owing to any Member), liabilities and obligations of the Company all expenses incurred in liquidation) or otherwise make adequate provision thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

(c) To the extent that the Company has any assets remaining:

(i) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Members in accordance with the provisions of Article 6.

(ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been

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reflected in the Capital Accounts previously would be allocated among Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with their respective positive Capital Account balances.

(d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(e) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time.

(f) On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to Article 2 and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS

9.1 Indemnification.

(a) To the fullest extent permitted by the Act but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that no Indemnitee shall be indemnified by the Company for any acts or omissions by the Indemnitee that constitute bad faith, fraud, willful or intentional misconduct or criminal wrongdoing, gross negligence, or a material breach of the legal duties imposed by applicable limited liability company statutes (to the extent not modified by the express provisions of this Agreement). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that neither the Members nor any Director shall be personally liable for such indemnification or shall have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by the Act, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action,

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suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members or the Board, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain (or reimburse the Board or its Affiliates for the cost of) insurance, on behalf of the Board and the Officers and such other Persons as the Board shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities with such coverage and upon the terms and conditions as the Board may determine, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) Each Member acknowledges and agrees that (i) such Member has carefully reviewed this Agreement and the terms hereof, (ii) in making its decision to enter into this Agreement on the date hereof such Member has relied upon independent investigations made by it and its representatives, and (iii) such Member hereby waives and releases any claims against the Company and/or the Directors that the terms of this Agreement are unfair or otherwise injurious to such Member.

9.2 No Business Opportunity Obligations. None of the Members or any Director (or any of their Affiliates) shall have any obligation, as a result of any such Person’s status as a

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Member or Director (or Affiliate thereof), to present a business opportunity to the Company or to refrain from taking advantage of a business opportunity individually whether or not such opportunity falls within the purpose of the Company as described in Section 2.4 herein; provided, however, that nothing in this Section 9.2 shall be deemed to authorize any Person to prevent the Company from pursuing any business opportunity that such Person is pursuing in an individual capacity.

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ARTICLE 10

TRANSFER OF INTERESTS

10.1 Right of First Offer – AMCIC Interests. In the event that AMCIC proposes to Transfer all or part of its Interests to an unaffiliated third party, AMCIC shall give QMAR written notice (“AMCIC Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. QMAR shall have five Business Days from the receipt of the AMCIC Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the AMCIC Sale Notice by giving written notice to AMCIC and stating therein the quantity of Interests to be purchased. If QMAR fails to elect to acquire any or all of the Interests in question, AMCIC shall have the right to Transfer the Interests in respect of which QMAR’s rights under this Section 10.1 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the AMCIC Sale Notice. If AMCIC has not Transferred such Interests within ninety (90) days of the date upon which the AMCIC Sale Notice was first provided to QMAR, AMCIC shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.1.

10.2 Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

ARTICLE 11

GENERAL PROVISIONS

11.1 Books. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs.

11.2 Tax Returns and Information. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, but not for any other purposes. The Company shall prepare or cause to be prepared all U.S. federal, state and local and Non-U.S. income and other tax returns which the Company is required to file and shall furnish copies of

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any such returns to the Members upon request. The Company shall also provide to any Member any other information which such Member may reasonably request, in order to enable such Member to comply with its tax filing or payment obligations as a result of its ownership of an interest in the Company.

11.3 Tax Matters Member. QMAR shall be the “tax matters partner” (the “Tax Matters Member”) of the Company under Section 6231(a)(7) of the Code.

11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Company, the Board may, in its reasonable discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company properties as provided by Sections 734 and 743 of the Code.

11.5 Bank Accounts. The Company shall maintain one or more bank accounts in the name of the Company in such bank or banks as maybe determined by the Board, which accounts shall be used for the payment of expenditures incurred by the Company in connection with the business of the Company and in which shall be deposited any and all receipts of the Company. All such receipts shall be and remain the property of the Company and shall not be commingled in any way with the funds of any other Person.

11.6 Inspection. The Company shall permit, on a quarterly basis, upon reasonable request and notice, each Member to examine the books of account of, and visit and inspect the properties of the Company, at reasonable times during normal business hours and without unreasonably interfering with the Company’s business operations; provided, that such Member consults with and coordinates such inspection with the Board.

11.7 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile or by e-mail, or similar transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Schedule 1 or such other address as that Member may specify by notice to the other Members. All notices, requests and consents to be sent to the Company must be sent to or made at the address of the Company’s principal place of business.

11.8 Entire Agreement; Supersedure. This Agreement and other agreements expressly mentioned herein constitute the entire agreement of the Members, and their respective Affiliates relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written, including the letter of intent signed by the parties hereto.

11.9 Effect of Waiver or Consent. The failure of any Person to insist upon strict performance of a covenant hereunder or of any obligations hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Person’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

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11.10 Amendment or Restatement. Except as expressly set forth herein, amendments, restatements and waivers of all or any portion of this Agreement may only be made by a written instrument adopted, executed and agreed to by all of the Members.

11.11 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and permitted assigns.

11.12 Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of the Marshall Islands, excluding any conflict-of-laws rule or principle that might refer to the governance or the construction of this Agreement to the Law of another jurisdiction. If a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Law.

11.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.14 Actions Taken Directly or Indirectly. Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

11.15 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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IN WITNESS WHEREOF, the following parties have executed this Agreement as of the Effective Date.

MEMBERS:
AMCIC CAPE HOLDINGS LLC
By:	AMCI Capital L.P., its sole member
	By:	AMCI Capital GP Limited, its General Partner
By:	/s/ Hans J. Mende
Name:	Hans J. Mende
Title:	Director
QUINTANA MARITIME LIMITED
By:	/s/ Stamatis Molaris
Name:	Stamatis Molaris
Title:	Chief Executive Officer

LIMITED LIABILITY COMPANY AGREEMENT

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FRITZ SHIPCO LLC

Signature Page

[schedules omitted]

EX-10.2

Exhibit 10.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

BENTHE SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

NOVEMBER 8, 2007

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND CONSTRUCTION		3
1.1	Definitions	3
1.2	Construction	10
ARTICLE 2 ORGANIZATION		10
2.1	Formation	10
2.2	Name	10
2.3	Offices	10
2.4	Purposes	10
2.5	Foreign Qualification	11
2.6	Term	11
2.7	Title to Company Assets	11
2.8	Fiscal Year	11
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		11
3.1	Representations and Warranties	11
ARTICLE 4 MEMBERS		12
4.1	Members	12
ARTICLE 5 CAPITAL CONTRIBUTIONS		12
5.1	Initial Capital Contributions	12
5.2	Additional Capital Contributions	12
5.3	Return of Capital Contributions	13
5.4	Advances by Members	13
5.5	Capital Accounts	13
ARTICLE 6 DISTRIBUTIONS; ALLOCATIONS		14
6.1	Distributions	14
6.2	Tax Distributions	14
6.3	Allocations of Profits or Losses	14
6.4	Regulatory Allocations	15
6.5	Curative Allocations	16
6.6	Income Tax Allocations	16
6.7	Other Allocation Rules	17
ARTICLE 7 MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS		17
7.1	Management of the Company	17

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7.2	Removal; Vacancies	18
7.3	Initial Directors	18
7.4	Actions by the Board	18
7.5	Meetings of the Board	18
7.6	Officers	19
7.7	Confidentiality	19
ARTICLE 8 DISSOLUTION, WINDING-UP AND TERMINATION		20
8.1	Dissolution	20
8.2	Winding-Up and Termination	21
ARTICLE 9 INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS		22
9.1	Indemnification	22
9.2	No Business Opportunity Obligations	23
ARTICLE 10 TRANSFER OF INTERESTS		24
10.1	Right of First Offer – AMCIC Interests	24
10.2	Right of First Offer – QMAR Interests	24
ARTICLE 11 GENERAL PROVISIONS		24
11.1	Books	24
11.2	Tax Returns and Information	25
11.3	Tax Matters Member	25
11.4	Basis Adjustment	25
11.5	Bank Accounts	25
11.6	Inspection	25
11.7	Notices	25
11.8	Entire Agreement; Supersedure	26
11.9	Effect of Waiver or Consent	26
11.10	Amendment or Restatement	26
11.11	Binding Effect	26
11.12	Governing Law; Severability	26
11.13	Further Assurances	27
11.14	Actions Taken Directly or Indirectly	27
11.15	Counterparts	27

SCHEDULES:

Schedule 1	Members; Capital Contributions	1-1
Schedule 2	Initial Directors	2-1
Schedule 3	Initial Officers	3-1

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LIMITED LIABILITY COMPANY AGREEMENT

OF

BENTHE SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

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”).

RECITALS

WHEREAS, the Company was formed as a Marshall Islands limited liability company by the filing on November 8, 2007 of a certificate of formation under and pursuant to the Act (such certificate of formation, as amended or restated from time to time in accordance with this Agreement, the “Certificate”);

WHEREAS, the parties hereto desire to set forth their rights and obligations as Members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Act;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings set forth below.

“Acquisition Price” means the contract price of $77,700,000, subject to adjustment, for the Benthe.

“Act” means the Republic of the Marshall Islands Limited Liability Company Act of 1996 and any successor statute, as amended from time to time.

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore (or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) with respect to such Member.

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“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified in this Agreement.

“Agreement” means this Limited Liability Company Agreement of the Company, as amended and restated from time to time, including the Schedules hereto.

“AMCIC Designee” has the meaning given thereto in Section 7.1.

“AMCIC Sale Notice“ has the meaning given thereto in Section 10.1.

“Benthe” means the Capesize Vessel to be acquired by the Company pursuant to the Shipbuilding Contract.

“Board” has the meaning given thereto in Section 7.1.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as of the date of such contribution as reasonably determined by the Board;

(ii) The Book Values of all properties shall be adjusted to equal their respective fair market values as reasonably determined by the Board in connection with (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (other than a Capital Contribution made by all Members in proportion to their respective Percentage Interests) to the Company or in exchange for the performance of services to or for the benefit of the Company, (B) the distribution by the Company to a Member of more than a de minimis amount of property (other than a distribution made to all Members in proportion to their respective Percentage Interests) as consideration for an interest in the Company, or (C) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code); provided that adjustments pursuant to clauses (A) and (B) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Book Value of property distributed to a Member shall be the fair market value of such property as of the date of such distribution as reasonably determined by the Board;

(iv) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (vii) of the definition of Profits and Losses; and

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(v) If the Book Value of property has been determined or adjusted pursuant to clause (i), (ii) or (iv) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Sections 6.3, 6.4, and 6.5.

“Book Liability Value” means with respect to any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s-length transaction. The Book Liability Value of each liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Book Values.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which the New York Stock Exchange is closed.

“Business Line” means to (a) enter into the Shipbuilding Contract, (b) acquire, own and operate the Benthe, (c) borrow money and issue evidence of indebtedness to finance the activities set forth in clause (a) and (b) above, (d) to charter or recharter the Benthe and (e) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as described in clauses (a), (b), (c) and (d) above.

“Capesize Vessel” means a drybulk carrier in excess of 150,000 dwt.

“Capital Account” has the meaning set forth in Section 5.5 of this Agreement.

“Capital Contribution” means with respect to each Member, the amount of money contributed to the Company by such Member.

“Certificate” means that certain certificate of formation, dated November 8, 2007, filed in accordance with the laws of the Republic of the Marshall Islands.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Costs” means the Acquisition Price, any Financing Costs, and any other costs incurred by the Company; provided, however, that Costs shall not include Vessel Management Fees.

“Curative Allocations” means the allocations pursuant to Section 6.5 of this Agreement.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such Fiscal Year or other period, except that (i) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such Fiscal Year or other period under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), and (ii) with respect to any other

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property the Book Value of which differs from its adjusted tax basis at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such Fiscal Year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

“Directors” has the meaning given thereto in Section 7.1.

“Dissolution Event” has the meaning given thereto in Section 8.1(a).

“Distributable Cash” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred in the operation of the Company’s business; and (iii) such Reserves as the Board deems reasonably necessary for the proper operation of the Company’s business.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Date” means November 8, 2007.

“Financing Costs” means all costs associated with borrowings made in connection with the acquisition of the Benthe including, but not limited to, interest, charges, expenses, fees and other amounts associated with such borrowings.

“Fiscal Year” has the meaning set forth in Section 2.8 of this Agreement.

“Indemnitee” means any Member, any Director or any Person who is or was an officer, director, member or partner of the Company or any Member or any Person who is or was serving at the request of the Company, any Member or the Directors as a director, officer or trustee of another Person.

“Interest” means the interest of a Member, in its capacity as such, in the Company, including, but not limited to, rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by such Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on such Member (in each case, under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member.

“KSC” means Korea Shipyard Co., Ltd., of the Republic of Korea.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority.

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“Management Agreement” means any management agreement between the Company and QMAR providing for the technical and/or commercial management of the Benthe.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Minimum Gain” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(d).

“Nonrecourse Deduction” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b)(1).

“Officers” has the meaning given thereto in Section 7.6(a).

“Percentage Interest” means the Percentage Interest of the Members set forth on Schedule 1 hereto.

“Person” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

“Price” means the fair market value of the Company’s Interests.

“Profits” or “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Book Value of any asset is adjusted pursuant to clause (ii) or clause (iii) of the definition of Book Value, the amount of such adjustment shall be treated as

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an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) In the event the Book Liability Value of any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Company) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Company) and shall be taken into account for purposes of computing Profits or Losses;

(v) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(vi) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year;

(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(viii) Any items that are allocated pursuant to the Regulatory Allocations or the Curative Allocations shall not be taken into account in computing Profits and Losses.

“QMAR Designee” has the meaning given thereto in Section 7.1.

“QMAR Sale Notice” has the meaning given thereto in Section 10.2.

“Regulatory Allocations” means the allocations pursuant to Section 6.3(b) and Section 6.4 of this Agreement.

“Reserves” means funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shipbuilding Contract” means that certain shipbuilding contract to be entered into by and among the Company and KSC, pursuant to which KSC will sell to the Company the 180,000 dwt bulk carrier vessel to be constructed by KSC and designated as Hull No. 0006.

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“Tax Distribution” means, with respect to any Member for any Fiscal Year, the excess, if any, of (i) the product of (a) the federal taxable income allocated by the Company to such Member in such Fiscal Year and all prior years less the federal taxable loss allocated by the Company to such Member in such Fiscal Year and all prior years, multiplied by (b) the highest applicable federal income tax rate applicable to individuals with respect to the character of federal taxable income or loss allocated by the Company to such Member (e.g., capital gains or losses, dividends, ordinary income, etc.), over (ii) the amount of distributions made to such Member pursuant to Section 6.1 during such Fiscal Year and all previous years plus the amount of distributions made to such Member pursuant to Section 6.2 with respect to all previous years.

“Tax Matters Member” has the meaning set forth in Section 11.3 of this Agreement.

“Transfer,” including the correlative terms “Transferring” or “Transferred,” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of any Interest (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, any Interest is transferred or shifted to another Person. Notwithstanding anything in this Agreement to the contrary, a transfer, assignment or other disposition of all or substantially all of the outstanding capital stock or assets of QMAR (whether voluntary or involuntary or by operation of law) shall not be deemed a “Transfer” for the purposes of this Agreement.

“Vessel Management Fees” means all fees and related costs due and payable under the Management Agreement.

1.2 Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to articles and sections of this Agreement; (c) references to Schedules are to schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money refer to legal currency of the United States of America; and (e) the word “including” means “including without limitation.”

ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was organized as a limited liability company by the filing of the Certificate under the Laws of the Republic of the Marshall Islands and in accordance with and pursuant to the Act. All actions by any Member, or the agent of any Member, in making such filing are hereby ratified, adopted and approved. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement control and take precedence.

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2.2 Name. The name of the Company is “Benthe Shipco LLC” and all Company business must be conducted in that name or such other names that comply with the Laws of the Republic of the Marshall Islands and as the Board may select.

2.3 Offices. The name of the registered agent of the Company in the Republic of the Marshall Islands is The Trust Company of the Marshall Islands, Inc., whose address is Trust Company Complex, Ajeltake Island, Majuro, MH 96960, Republic of the Marshall Islands. The address of the registered office of the Company in the Republic of the Marshall Islands (which need not be a place of business of the Company) is the address of its registered agent in the Marshall Islands. The Company may have such other offices as the Board may designate.

2.4 Purposes. The purpose of the Company is to engage in any lawful act or activity relating to the Business Line.

2.5 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than the Republic of the Marshall Islands, the Company shall comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

2.6 Term. The Company shall have perpetual existence unless liquidated or dissolved in accordance with this Agreement and the Act.

2.7 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof.

2.8 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each Member (as to itself only) represents and warrants to the Company and the other Members as follows:

(a) Such Member is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or administration, as the case may be;

(b) Such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery by such Member of this Agreement, and the performance of all obligations hereunder have been duly authorized by all necessary action;

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(c) This Agreement has been duly and validly executed and delivered by such Member and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally, and by principles of equity;

(d) The execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member or (iii) conflict with, or result in a breach or default under, any term or condition of its organizational or governing documents or any material agreement or other instrument to which such Member is a party; and

(e) Such Member is acquiring its Interest in the Company for its own account, for investment purposes, and not with a view to or in connection with the resale or other distribution of such Interest. Such Member is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act. Such Member understands and agrees that the Interests have not been registered under the Securities Act and are restricted as to sale. Such Member has knowledge of finance, securities, and investments generally, experience and skill in investments based on actual participation, and has the ability to bear the economic risks of such Member’s investment. Such Member has received and reviewed the information it considers necessary or appropriate for deciding whether to invest in the Company and was able to ask questions and receive answers concerning the terms and conditions of the proposed transaction.

ARTICLE 4

MEMBERS

4.1 Members. Each of the Persons listed on Schedule 1 hereto as a Member has been, or is hereby, admitted as a Member as of the Effective Date.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. On the Effective Date, each of the Members shall make Capital Contributions to the Company in the amounts set forth in Schedule 1 hereto.

5.2 Additional Capital Contributions.

(a) Each of the Members shall be required to make Capital Contributions pro rata in accordance with their respective Percentage Interests in amounts equal to all Costs.

(b) AMCIC shall be required to make Capital Contributions in an amount equal to 100% of all Vessel Management Fees.

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(c) All additional Capital Contributions, if any, shall be made by the Members in accordance with their respective Percentage Interests.

(d) The Board shall provide the Members with written notice specifying the funding date, the amount and purpose of the funds and appropriate payment instructions with respect to any capital requested pursuant to this Section 5.2.

5.3 Return of Capital Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

5.4 Advances by Members. If the Company does not have sufficient cash to pay its obligations, with the approval of the Board, any Member may (but shall have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advance shall constitute a loan from such Member and shall not be a Capital Contribution. Any advance made by a Member shall be repaid by the Company prior to any distributions under Section 6.1.

5.5 Capital Accounts.

(a) A separate capital account (a “Capital Account”) will be maintained for each Member. Each Member’s Capital Account will be increased by: (1) the amount of money contributed by such Member to the Company; (2) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (3) allocations to such Member of Profits and other items of income and gain pursuant to Sections 6.3, 6.4, and 6.5. Each Member’s Capital Account will be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); and (iii) allocations to such Member of Losses and other items of deduction and loss pursuant to Sections 6.3, 6.4, and 6.5.

(b) In the event of a permitted sale or exchange of an Interest the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Interest in accordance with Section 1.704-1(b)(2)(iv)(l) of the Treasury Regulations.

(c) The manner in which Capital Accounts are to be maintained pursuant to this Section 5.5 is intended to comply with the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.5 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.5, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

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ARTICLE 6

DISTRIBUTIONS; ALLOCATIONS

6.1 Distributions. The Company may periodically distribute cash or other property to the Members with the timing and amount of each such distribution to be determined by the Board. All distributions shall be made to the Members in proportion to their respective Percentage Interests.

6.2 Tax Distributions. The Company shall, subject to having sufficient Distributable Cash, make distributions to the Members to the extent of the required Tax Distribution, if any, of such Member for such Fiscal Year. Any distributions made pursuant to this Section 6.2 to a Member shall be treated as an advance payment of, and shall reduce by a like amount, the amounts otherwise distributable to such Member pursuant to Section 6.1 in subsequent distributions.

6.3 Allocations of Profits or Losses.

(a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.

(b) All deductions arising from the payment of any of the Vessel Management Fees shall be specially allocated to the Capital Account of AMCIC.

(c) Losses shall not be allocated pursuant to Section 6.3 to the extent that such allocation would cause a Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Year or other period. All Losses in excess of the limitation set forth in this Section 6.3(b) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Account in proportion to their relative Percentage Interests but only to the extent that such Losses do not cause any such Member to have a deficit in its Adjusted Capital Account.

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6.4 Regulatory Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain

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in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement.

(g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

6.5 Curative Allocations. The Regulatory Allocations are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may be inconsistent with the manner in which the Members intend to divide Company distributions. Accordingly, the Board is authorized to divide other allocations of Profits, Losses, and other items among the Members, to the extent that they exist, so that the net amount of the Regulatory Allocations and the Curative Allocations to each Member is zero. The Board will have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the related Treasury Regulations.

6.6 Income Tax Allocations.

(a) To the maximum extent possible and except as otherwise provided in this Section 6.6, all items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding item of income, gain, loss and deduction for Capital Account purposes is allocated.

(b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder.

(c) Any (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of credits shall be allocated to the Members in accordance with applicable law.

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(d) Allocations pursuant to this Section 6.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

6.7 Other Allocation Rules.

(a) All items of income, gain, loss, deduction and credit allocable to an Interest in the Company that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

(b) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be determined in accordance with their Percentage Interests.

ARTICLE 7

MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS

7.1 Management of the Company. The affairs of the Company shall be governed by “managers” (as such term is defined in the Act) who shall be referred to as “Directors” in this Agreement and who shall govern collectively through a Board of Directors (the “Board”). The Board shall consist of two Directors appointed as follows: (i) one director shall be designated by AMCIC (the “AMCIC Designee”) and (ii) one director shall be designated by QMAR (the “QMAR Designee”).

7.2 Removal; Vacancies.

(a) A Director may only be removed from the Board of Directors, with or without cause, by the Member who appointed such Director to serve on the Board.

(b) Any vacancy created by the death, disability, retirement, resignation or proper removal of any Director shall be filled by the Member that designated such former Director.

7.3 Initial Directors. The Members hereby appoint, effective as of the Effective Date, the individuals listed on Schedule 2 to this Agreement to serve as the initial Directors of the Company until their removal or replacement in accordance with this Agreement.

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7.4 Actions by the Board. Unless explicitly provided otherwise in this Agreement, the Board shall have the power, right and authority on behalf, and in the name of, the Company to carry out any and all of the objects and purposes of the Company. All decisions of the Board shall be exercisable only upon the unanimous vote of the Board.

7.5 Meetings of the Board.

(a) Meetings of the Board, regular or special, may be held either within or without the Republic of the Marshall Islands.

(b) Regular meetings of the Board shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board. Except as otherwise provided by the Act, any and all business may be transacted at any regular meeting.

(c) Special meetings of the Board may be called by request of any Director so long as notice is provided to each other Director twenty-four (24) hours in advance of such meeting; provided, however, that the presence at such meeting shall be deemed to be a waiver of such notice requirement.

(d) Notice will be deemed to have been provided once given by any one of the following three forms: (i) by email to the corresponding email address; (ii) by telephone to the corresponding telephone and cellular numbers; or (iii) by fax to the corresponding fax number, listed below the name of each Director on Schedule 2. Each Director agrees to notify the Board, in writing, of any change to such email address, telephone number or fax number listed on Schedule 2, after which notice will not be deemed to have been given unless notification has been provided in the manner set forth above to such new address or number.

(e) Directors may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at the meeting.

(f) Directors may vote at any meeting by a written proxy executed by such Director and delivered to another Director.

(g) The Board may act by unanimous written consent in lieu of a meeting.

7.6 Officers.

(a) The Board may, from time to time, designate one or more Persons to be officers of the Company (“Officers”). The initial Officers of the Company are listed on Schedule 3 hereto. Any number of offices may be held by the same person. The election or appointment of an Officer shall not of itself create contractual rights.

(b) Any Officer so designated shall have such power, authority and duties as the Board may, from time to time, delegate to them.

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(c) The Board may, in its sole discretion, remove any Officer with or without cause at any time.

(d) Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

7.7 Confidentiality. The Members acknowledge that they may receive information from or regarding the Company or the other Members that is confidential, the release of which may be damaging to the Company, the other Members or Persons with whom they do business. Each Member shall hold in confidence and not disclose any information it receives regarding the Company or the other Members that is identified as being confidential and may not disclose it to any Person other than another Member, except for disclosures:

(a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (but such Member shall notify the Company or the Member affected by such disclosure, as applicable, promptly of any request for that information before disclosing it if practicable);

(b) to Affiliates, advisers or representatives of such Member; provided, that (ii) such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and agree in writing prior to receiving such information to keep such information confidential, and (ii) that the disclosing Member remains liable for any breach by its Affiliates, advisors and/or representatives;

(c) of information that such Member also has received from a source independent of the Company, Subsidiary or other Member, as applicable, that such Member reasonably believes obtained that information without breach of any obligation of confidentiality;

(d) of information in connection with litigation against the Company or any Member to which the disclosing Member is a party (but such Member shall notify the Company affected by such disclosure, as applicable, as promptly as practicable prior to making such disclosure, if practicable); or

(e) permitted in writing by the Company or Member affected by such disclosure, as applicable.

The Members agree that breach of the provisions of this Section 7.7 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at Law) are inadequate in view of: (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions; and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 7.7. Accordingly, the Members agree that the provisions of this Section 7.7 may be enforced by specific performance. Notwithstanding the foregoing, this Section 7.7 shall in no way prevent the Board from complying with its obligations under this Agreement or otherwise operating the Company.

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ARTICLE 8

DISSOLUTION, WINDING-UP AND TERMINATION

8.1 Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:

(i) the approval of all Members; and

(ii) the entry of a decree of judicial dissolution of the Company under Section 47 of the Act.

(b) To the maximum extent permitted by the Act, the death, retirement, expulsion, bankruptcy or dissolution of a Member shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

8.2 Winding-Up and Termination. Upon the dissolution of the Company, unless it is reconstituted pursuant to the Act, the Board or a Person or Persons selected by the Board shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay, satisfy or discharge from Company funds all of the debts (including the debts owing to any Member), liabilities and obligations of the Company all expenses incurred in liquidation) or otherwise make adequate provision thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

(c) To the extent that the Company has any assets remaining:

(i) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Members in accordance with the provisions of Article 6.

(ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been

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reflected in the Capital Accounts previously would be allocated among Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with their respective positive Capital Account balances.

(d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(e) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time.

(f) On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to Article 2 and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS

9.1 Indemnification.

(a) To the fullest extent permitted by the Act but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that no Indemnitee shall be indemnified by the Company for any acts or omissions by the Indemnitee that constitute bad faith, fraud, willful or intentional misconduct or criminal wrongdoing, gross negligence, or a material breach of the legal duties imposed by applicable limited liability company statutes (to the extent not modified by the express provisions of this Agreement). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that neither the Members nor any Director shall be personally liable for such indemnification or shall have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by the Act, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action,

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suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members or the Board, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain (or reimburse the Board or its Affiliates for the cost of) insurance, on behalf of the Board and the Officers and such other Persons as the Board shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities with such coverage and upon the terms and conditions as the Board may determine, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) Each Member acknowledges and agrees that (i) such Member has carefully reviewed this Agreement and the terms hereof, (ii) in making its decision to enter into this Agreement on the date hereof such Member has relied upon independent investigations made by it and its representatives, and (iii) such Member hereby waives and releases any claims against the Company and/or the Directors that the terms of this Agreement are unfair or otherwise injurious to such Member.

9.2 No Business Opportunity Obligations. None of the Members or any Director (or any of their Affiliates) shall have any obligation, as a result of any such Person’s status as a

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Member or Director (or Affiliate thereof), to present a business opportunity to the Company or to refrain from taking advantage of a business opportunity individually whether or not such opportunity falls within the purpose of the Company as described in Section 2.4 herein; provided, however, that nothing in this Section 9.2 shall be deemed to authorize any Person to prevent the Company from pursuing any business opportunity that such Person is pursuing in an individual capacity.

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ARTICLE 10

TRANSFER OF INTERESTS

10.1 Right of First Offer – AMCIC Interests. In the event that AMCIC proposes to Transfer all or part of its Interests to an unaffiliated third party, AMCIC shall give QMAR written notice (“AMCIC Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. QMAR shall have five Business Days from the receipt of the AMCIC Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the AMCIC Sale Notice by giving written notice to AMCIC and stating therein the quantity of Interests to be purchased. If QMAR fails to elect to acquire any or all of the Interests in question, AMCIC shall have the right to Transfer the Interests in respect of which QMAR’s rights under this Section 10.1 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the AMCIC Sale Notice. If AMCIC has not Transferred such Interests within ninety (90) days of the date upon which the AMCIC Sale Notice was first provided to QMAR, AMCIC shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.1.

10.2 Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

ARTICLE 11

GENERAL PROVISIONS

11.1 Books. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs.

11.2 Tax Returns and Information. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, but not for any other purposes. The Company shall prepare or cause to be prepared all U.S. federal, state and local and Non-U.S. income and other tax returns which the Company is required to file and shall furnish copies of

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any such returns to the Members upon request. The Company shall also provide to any Member any other information which such Member may reasonably request, in order to enable such Member to comply with its tax filing or payment obligations as a result of its ownership of an interest in the Company.

11.3 Tax Matters Member. QMAR shall be the “tax matters partner” (the “Tax Matters Member”) of the Company under Section 6231(a)(7) of the Code.

11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Company, the Board may, in its reasonable discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company properties as provided by Sections 734 and 743 of the Code.

11.5 Bank Accounts. The Company shall maintain one or more bank accounts in the name of the Company in such bank or banks as maybe determined by the Board, which accounts shall be used for the payment of expenditures incurred by the Company in connection with the business of the Company and in which shall be deposited any and all receipts of the Company. All such receipts shall be and remain the property of the Company and shall not be commingled in any way with the funds of any other Person.

11.6 Inspection. The Company shall permit, on a quarterly basis, upon reasonable request and notice, each Member to examine the books of account of, and visit and inspect the properties of the Company, at reasonable times during normal business hours and without unreasonably interfering with the Company’s business operations; provided, that such Member consults with and coordinates such inspection with the Board.

11.7 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile or by e-mail, or similar transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Schedule 1 or such other address as that Member may specify by notice to the other Members. All notices, requests and consents to be sent to the Company must be sent to or made at the address of the Company’s principal place of business.

11.8 Entire Agreement; Supersedure. This Agreement and other agreements expressly mentioned herein constitute the entire agreement of the Members, and their respective Affiliates relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written, including the letter of intent signed by the parties hereto.

11.9 Effect of Waiver or Consent. The failure of any Person to insist upon strict performance of a covenant hereunder or of any obligations hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Person’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

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11.10 Amendment or Restatement. Except as expressly set forth herein, amendments, restatements and waivers of all or any portion of this Agreement may only be made by a written instrument adopted, executed and agreed to by all of the Members.

11.11 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and permitted assigns.

11.12 Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of the Marshall Islands, excluding any conflict-of-laws rule or principle that might refer to the governance or the construction of this Agreement to the Law of another jurisdiction. If a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Law.

11.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.14 Actions Taken Directly or Indirectly. Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

11.15 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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IN WITNESS WHEREOF, the following parties have executed this Agreement as of the Effective Date.

MEMBERS:
AMCIC CAPE HOLDINGS LLC
By:	AMCI Capital L.P., its sole member
	By:	AMCI Capital GP Limited, its General Partner
By:	/s/ Hans J. Mende
Name:	Hans J. Mende
Title:	Director
QUINTANA MARITIME LIMITED
By:	/s/ Stamatis Molaris
Name:	Stamatis Molaris
Title:	Chief Executive Officer

LIMITED LIABILITY COMPANY AGREEMENT

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BENTHE SHIPCO LLC

Signature Page

[schedules omitted]

EX-10.3

Exhibit 10.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

GAYLE FRANCES SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

NOVEMBER 8, 2007

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND CONSTRUCTION		3
1.1	Definitions	3
1.2	Construction	10
ARTICLE 2 ORGANIZATION		10
2.1	Formation	10
2.2	Name	10
2.3	Offices	10
2.4	Purposes	10
2.5	Foreign Qualification	11
2.6	Term	11
2.7	Title to Company Assets	11
2.8	Fiscal Year	11
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		11
3.1	Representations and Warranties	11
ARTICLE 4 MEMBERS		12
4.1	Members	12
ARTICLE 5 CAPITAL CONTRIBUTIONS		12
5.1	Initial Capital Contributions	12
5.2	Additional Capital Contributions	12
5.3	Return of Capital Contributions	13
5.4	Advances by Members	13
5.5	Capital Accounts	13
ARTICLE 6 DISTRIBUTIONS; ALLOCATIONS		14
6.1	Distributions	14
6.2	Tax Distributions	14
6.3	Allocations of Profits or Losses	14
6.4	Regulatory Allocations	15
6.5	Curative Allocations	16
6.6	Income Tax Allocations	16
6.7	Other Allocation Rules	17
ARTICLE 7 MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS		17
7.1	Management of the Company	17

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GAYLE FRANCES SHIPCO LLC

7.2	Removal; Vacancies	18
7.3	Initial Directors	18
7.4	Actions by the Board	18
7.5	Meetings of the Board	18
7.6	Officers	19
7.7	Confidentiality	19
ARTICLE 8 DISSOLUTION, WINDING-UP AND TERMINATION		20
8.1	Dissolution	20
8.2	Winding-Up and Termination	21
ARTICLE 9 INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS		22
9.1	Indemnification	22
9.2	No Business Opportunity Obligations	23
ARTICLE 10 TRANSFER OF INTERESTS		24
10.1	Right of First Offer – AMCIC Interests	24
10.2	Right of First Offer – QMAR Interests	24
ARTICLE 11 GENERAL PROVISIONS		24
11.1	Books	24
11.2	Tax Returns and Information	25
11.3	Tax Matters Member	25
11.4	Basis Adjustment	25
11.5	Bank Accounts	25
11.6	Inspection	25
11.7	Notices	25
11.8	Entire Agreement; Supersedure	26
11.9	Effect of Waiver or Consent	26
11.10	Amendment or Restatement	26
11.11	Binding Effect	26
11.12	Governing Law; Severability	26
11.13	Further Assurances	27
11.14	Actions Taken Directly or Indirectly	27
11.15	Counterparts	27

SCHEDULES:

Schedule 1	Members; Capital Contributions	1-1
Schedule 2	Initial Directors	2-1
Schedule 3	Initial Officers	3-1

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LIMITED LIABILITY COMPANY AGREEMENT

OF

GAYLE FRANCES SHIPCO LLC

A Marshall Islands Limited Liability Company

This LIMITED LIABILITY COMPANY AGREEMENT of GAYLE FRANCES 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”).

RECITALS

WHEREAS, the Company was formed as a Marshall Islands limited liability company by the filing on November 8, 2007 of a certificate of formation under and pursuant to the Act (such certificate of formation, as amended or restated from time to time in accordance with this Agreement, the “Certificate”);

WHEREAS, the parties hereto desire to set forth their rights and obligations as Members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Act;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings set forth below.

“Acquisition Price” means the contract price of $77,700,000, subject to adjustment, for the Gayle Frances.

“Act” means the Republic of the Marshall Islands Limited Liability Company Act of 1996 and any successor statute, as amended from time to time.

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore (or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) with respect to such Member.

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“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified in this Agreement.

“Agreement” means this Limited Liability Company Agreement of the Company, as amended and restated from time to time, including the Schedules hereto.

“AMCIC Designee” has the meaning given thereto in Section 7.1.

“AMCIC Sale Notice” has the meaning given thereto in Section 10.1.

“Board” has the meaning given thereto in Section 7.1.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as of the date of such contribution as reasonably determined by the Board;

(ii) The Book Values of all properties shall be adjusted to equal their respective fair market values as reasonably determined by the Board in connection with (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (other than a Capital Contribution made by all Members in proportion to their respective Percentage Interests) to the Company or in exchange for the performance of services to or for the benefit of the Company, (B) the distribution by the Company to a Member of more than a de minimis amount of property (other than a distribution made to all Members in proportion to their respective Percentage Interests) as consideration for an interest in the Company, or (C) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code); provided that adjustments pursuant to clauses (A) and (B) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Book Value of property distributed to a Member shall be the fair market value of such property as of the date of such distribution as reasonably determined by the Board;

(iv) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (vii) of the definition of Profits and Losses; and

(v) If the Book Value of property has been determined or adjusted pursuant to clause (i), (ii) or (iv) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Sections 6.3, 6.4, and 6.5.

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“Book Liability Value” means with respect to any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s-length transaction. The Book Liability Value of each liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Book Values.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which the New York Stock Exchange is closed.

“Business Line” means to (a) enter into the Shipbuilding Contract, (b) acquire, own and operate the Gayle Frances, (c) borrow money and issue evidence of indebtedness to finance the activities set forth in clause (a) and (b) above, (d) to charter or recharter the Gayle Frances and (e) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as described in clauses (a), (b), (c) and (d) above.

“Capesize Vessel” means a drybulk carrier in excess of 150,000 dwt.

“Capital Account” has the meaning set forth in Section 5.5 of this Agreement.

“Capital Contribution” means with respect to each Member, the amount of money contributed to the Company by such Member.

“Certificate” means that certain certificate of formation, dated November 8, 2007, filed in accordance with the laws of the Republic of the Marshall Islands.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Costs” means the Acquisition Price, any Financing Costs, and any other costs incurred by the Company; provided, however, that Costs shall not include Vessel Management Fees.

“Curative Allocations” means the allocations pursuant to Section 6.5 of this Agreement.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such Fiscal Year or other period, except that (i) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such Fiscal Year or other period under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), and (ii) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such Fiscal Year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

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“Directors” has the meaning given thereto in Section 7.1.

“Dissolution Event” has the meaning given thereto in Section 8.1(a).

“Distributable Cash” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred in the operation of the Company’s business; and (iii) such Reserves as the Board deems reasonably necessary for the proper operation of the Company’s business.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Date” means November 8, 2007.

“Financing Costs” means all costs associated with borrowings made in connection with the acquisition of the Gayle Frances including, but not limited to, interest, charges, expenses, fees and other amounts associated with such borrowings.

“Fiscal Year” has the meaning set forth in Section 2.8 of this Agreement.

“Gayle Frances” means the Capesize Vessel to be acquired by the Company pursuant to the Shipbuilding Contract.

“Indemnitee” means any Member, any Director or any Person who is or was an officer, director, member or partner of the Company or any Member or any Person who is or was serving at the request of the Company, any Member or the Directors as a director, officer or trustee of another Person.

“Interest” means the interest of a Member, in its capacity as such, in the Company, including, but not limited to, rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by such Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on such Member (in each case, under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member.

“KSC” means Korea Shipyard Co., Ltd., of the Republic of Korea.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority.

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“Management Agreement” means any management agreement between the Company and QMAR providing for the technical and/or commercial management of the Gayle Frances.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Minimum Gain” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(d).

“Nonrecourse Deduction” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b)(1).

“Officers” has the meaning given thereto in Section 7.6(a).

“Percentage Interest” means the Percentage Interest of the Members set forth on Schedule 1 hereto.

“Person” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

“Price” means the fair market value of the Company’s Interests.

“Profits” or “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Book Value of any asset is adjusted pursuant to clause (ii) or clause (iii) of the definition of Book Value, the amount of such adjustment shall be treated as

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an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) In the event the Book Liability Value of any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Company) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Company) and shall be taken into account for purposes of computing Profits or Losses;

(v) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(vi) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year;

(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(viii) Any items that are allocated pursuant to the Regulatory Allocations or the Curative Allocations shall not be taken into account in computing Profits and Losses.

“QMAR Designee” has the meaning given thereto in Section 7.1.

“QMAR Sale Notice” has the meaning given thereto in Section 10.2.

“Regulatory Allocations” means the allocations pursuant to Section 6.3(b) and Section 6.4 of this Agreement.

“Reserves” means funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shipbuilding Contract” means that certain shipbuilding contract to be entered into by and among the Company and KSC, pursuant to which KSC will sell to the Company the 180,000 dwt bulk carrier vessel to be constructed by KSC and designated as Hull No. 0007.

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“Tax Distribution” means, with respect to any Member for any Fiscal Year, the excess, if any, of (i) the product of (a) the federal taxable income allocated by the Company to such Member in such Fiscal Year and all prior years less the federal taxable loss allocated by the Company to such Member in such Fiscal Year and all prior years, multiplied by (b) the highest applicable federal income tax rate applicable to individuals with respect to the character of federal taxable income or loss allocated by the Company to such Member (e.g., capital gains or losses, dividends, ordinary income, etc.), over (ii) the amount of distributions made to such Member pursuant to Section 6.1 during such Fiscal Year and all previous years plus the amount of distributions made to such Member pursuant to Section 6.2 with respect to all previous years.

“Tax Matters Member” has the meaning set forth in Section 11.3 of this Agreement.

“Transfer,” including the correlative terms “Transferring” or “Transferred,” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of any Interest (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, any Interest is transferred or shifted to another Person. Notwithstanding anything in this Agreement to the contrary, a transfer, assignment or other disposition of all or substantially all of the outstanding capital stock or assets of QMAR (whether voluntary or involuntary or by operation of law) shall not be deemed a “Transfer” for the purposes of this Agreement.

“Vessel Management Fees” means all fees and related costs due and payable under the Management Agreement.

1.2 Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to articles and sections of this Agreement; (c) references to Schedules are to schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money refer to legal currency of the United States of America; and (e) the word “including” means “including without limitation.”

ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was organized as a limited liability company by the filing of the Certificate under the Laws of the Republic of the Marshall Islands and in accordance with and pursuant to the Act. All actions by any Member, or the agent of any Member, in making such filing are hereby ratified, adopted and approved. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement control and take precedence.

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2.2 Name. The name of the Company is “Gayle Frances Shipco LLC” and all Company business must be conducted in that name or such other names that comply with the Laws of the Republic of the Marshall Islands and as the Board may select.

2.3 Offices. The name of the registered agent of the Company in the Republic of the Marshall Islands is The Trust Company of the Marshall Islands, Inc., whose address is Trust Company Complex, Ajeltake Island, Majuro, MH 96960, Republic of the Marshall Islands. The address of the registered office of the Company in the Republic of the Marshall Islands (which need not be a place of business of the Company) is the address of its registered agent in the Marshall Islands. The Company may have such other offices as the Board may designate.

2.4 Purposes. The purpose of the Company is to engage in any lawful act or activity relating to the Business Line.

2.5 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than the Republic of the Marshall Islands, the Company shall comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

2.6 Term. The Company shall have perpetual existence unless liquidated or dissolved in accordance with this Agreement and the Act.

2.7 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof.

2.8 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each Member (as to itself only) represents and warrants to the Company and the other Members as follows:

(a) Such Member is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or administration, as the case may be;

(b) Such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery by such Member of this Agreement, and the performance of all obligations hereunder have been duly authorized by all necessary action;

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(c) This Agreement has been duly and validly executed and delivered by such Member and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally, and by principles of equity;

(d) The execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member or (iii) conflict with, or result in a breach or default under, any term or condition of its organizational or governing documents or any material agreement or other instrument to which such Member is a party; and

(e) Such Member is acquiring its Interest in the Company for its own account, for investment purposes, and not with a view to or in connection with the resale or other distribution of such Interest. Such Member is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act. Such Member understands and agrees that the Interests have not been registered under the Securities Act and are restricted as to sale. Such Member has knowledge of finance, securities, and investments generally, experience and skill in investments based on actual participation, and has the ability to bear the economic risks of such Member’s investment. Such Member has received and reviewed the information it considers necessary or appropriate for deciding whether to invest in the Company and was able to ask questions and receive answers concerning the terms and conditions of the proposed transaction.

ARTICLE 4

MEMBERS

4.1 Members. Each of the Persons listed on Schedule 1 hereto as a Member has been, or is hereby, admitted as a Member as of the Effective Date.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. On the Effective Date, each of the Members shall make Capital Contributions to the Company in the amounts set forth in Schedule 1 hereto.

5.2 Additional Capital Contributions.

(a) Each of the Members shall be required to make Capital Contributions pro rata in accordance with their respective Percentage Interests in amounts equal to all Costs.

(b) AMCIC shall be required to make Capital Contributions in an amount equal to 100% of all Vessel Management Fees.

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(c) All additional Capital Contributions, if any, shall be made by the Members in accordance with their respective Percentage Interests.

(d) The Board shall provide the Members with written notice specifying the funding date, the amount and purpose of the funds and appropriate payment instructions with respect to any capital requested pursuant to this Section 5.2.

5.3 Return of Capital Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

5.4 Advances by Members. If the Company does not have sufficient cash to pay its obligations, with the approval of the Board, any Member may (but shall have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advance shall constitute a loan from such Member and shall not be a Capital Contribution. Any advance made by a Member shall be repaid by the Company prior to any distributions under Section 6.1.

5.5 Capital Accounts.

(a) A separate capital account (a “Capital Account”) will be maintained for each Member. Each Member’s Capital Account will be increased by: (1) the amount of money contributed by such Member to the Company; (2) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (3) allocations to such Member of Profits and other items of income and gain pursuant to Sections 6.3, 6.4, and 6.5. Each Member’s Capital Account will be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); and (iii) allocations to such Member of Losses and other items of deduction and loss pursuant to Sections 6.3, 6.4, and 6.5.

(b) In the event of a permitted sale or exchange of an Interest the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Interest in accordance with Section 1.704-1(b)(2)(iv)(l) of the Treasury Regulations.

(c) The manner in which Capital Accounts are to be maintained pursuant to this Section 5.5 is intended to comply with the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.5 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.5, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

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ARTICLE 6

DISTRIBUTIONS; ALLOCATIONS

6.1 Distributions. The Company may periodically distribute cash or other property to the Members with the timing and amount of each such distribution to be determined by the Board. All distributions shall be made to the Members in proportion to their respective Percentage Interests.

6.2 Tax Distributions. The Company shall, subject to having sufficient Distributable Cash, make distributions to the Members to the extent of the required Tax Distribution, if any, of such Member for such Fiscal Year. Any distributions made pursuant to this Section 6.2 to a Member shall be treated as an advance payment of, and shall reduce by a like amount, the amounts otherwise distributable to such Member pursuant to Section 6.1 in subsequent distributions.

6.3 Allocations of Profits or Losses.

(a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.

(b) All deductions arising from the payment of any of the Vessel Management Fees shall be specially allocated to the Capital Account of AMCIC.

(c) Losses shall not be allocated pursuant to Section 6.3 to the extent that such allocation would cause a Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Year or other period. All Losses in excess of the limitation set forth in this Section 6.3(b) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Account in proportion to their relative Percentage Interests but only to the extent that such Losses do not cause any such Member to have a deficit in its Adjusted Capital Account.

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6.4 Regulatory Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain

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in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement.

(g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

6.5 Curative Allocations. The Regulatory Allocations are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may be inconsistent with the manner in which the Members intend to divide Company distributions. Accordingly, the Board is authorized to divide other allocations of Profits, Losses, and other items among the Members, to the extent that they exist, so that the net amount of the Regulatory Allocations and the Curative Allocations to each Member is zero. The Board will have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the related Treasury Regulations.

6.6 Income Tax Allocations.

(a) To the maximum extent possible and except as otherwise provided in this Section 6.6, all items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding item of income, gain, loss and deduction for Capital Account purposes is allocated.

(b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder.

(c) Any (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of credits shall be allocated to the Members in accordance with applicable law.

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(d) Allocations pursuant to this Section 6.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

6.7 Other Allocation Rules.

(a) All items of income, gain, loss, deduction and credit allocable to an Interest in the Company that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

(b) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be determined in accordance with their Percentage Interests.

ARTICLE 7

MANAGEMENT; INFORMATION; officers; Other Agreements

7.1 Management of the Company. The affairs of the Company shall be governed by “managers” (as such term is defined in the Act) who shall be referred to as “Directors” in this Agreement and who shall govern collectively through a Board of Directors (the “Board”). The Board shall consist of two Directors appointed as follows: (i) one director shall be designated by AMCIC (the “AMCIC Designee”) and (ii) one director shall be designated by QMAR (the “QMAR Designee”).

7.2 Removal; Vacancies.

(a) A Director may only be removed from the Board of Directors, with or without cause, by the Member who appointed such Director to serve on the Board.

(b) Any vacancy created by the death, disability, retirement, resignation or proper removal of any Director shall be filled by the Member that designated such former Director.

7.3 Initial Directors. The Members hereby appoint, effective as of the Effective Date, the individuals listed on Schedule 2 to this Agreement to serve as the initial Directors of the Company until their removal or replacement in accordance with this Agreement.

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7.4 Actions by the Board. Unless explicitly provided otherwise in this Agreement, the Board shall have the power, right and authority on behalf, and in the name of, the Company to carry out any and all of the objects and purposes of the Company. All decisions of the Board shall be exercisable only upon the unanimous vote of the Board.

7.5 Meetings of the Board.

(a) Meetings of the Board, regular or special, may be held either within or without the Republic of the Marshall Islands.

(b) Regular meetings of the Board shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board. Except as otherwise provided by the Act, any and all business may be transacted at any regular meeting.

(c) Special meetings of the Board may be called by request of any Director so long as notice is provided to each other Director twenty-four (24) hours in advance of such meeting; provided, however, that the presence at such meeting shall be deemed to be a waiver of such notice requirement.

(d) Notice will be deemed to have been provided once given by any one of the following three forms: (i) by email to the corresponding email address; (ii) by telephone to the corresponding telephone and cellular numbers; or (iii) by fax to the corresponding fax number, listed below the name of each Director on Schedule 2. Each Director agrees to notify the Board, in writing, of any change to such email address, telephone number or fax number listed on Schedule 2, after which notice will not be deemed to have been given unless notification has been provided in the manner set forth above to such new address or number.

(e) Directors may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at the meeting.

(f) Directors may vote at any meeting by a written proxy executed by such Director and delivered to another Director.

(g) The Board may act by unanimous written consent in lieu of a meeting.

7.6 Officers.

(a) The Board may, from time to time, designate one or more Persons to be officers of the Company (“Officers”). The initial Officers of the Company are listed on Schedule 3 hereto. Any number of offices may be held by the same person. The election or appointment of an Officer shall not of itself create contractual rights.

(b) Any Officer so designated shall have such power, authority and duties as the Board may, from time to time, delegate to them.

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(c) The Board may, in its sole discretion, remove any Officer with or without cause at any time.

(d) Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

7.7 Confidentiality. The Members acknowledge that they may receive information from or regarding the Company or the other Members that is confidential, the release of which may be damaging to the Company, the other Members or Persons with whom they do business. Each Member shall hold in confidence and not disclose any information it receives regarding the Company or the other Members that is identified as being confidential and may not disclose it to any Person other than another Member, except for disclosures:

(a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (but such Member shall notify the Company or the Member affected by such disclosure, as applicable, promptly of any request for that information before disclosing it if practicable);

(b) to Affiliates, advisers or representatives of such Member; provided, that (ii) such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and agree in writing prior to receiving such information to keep such information confidential, and (ii) that the disclosing Member remains liable for any breach by its Affiliates, advisors and/or representatives;

(c) of information that such Member also has received from a source independent of the Company, Subsidiary or other Member, as applicable, that such Member reasonably believes obtained that information without breach of any obligation of confidentiality;

(d) of information in connection with litigation against the Company or any Member to which the disclosing Member is a party (but such Member shall notify the Company affected by such disclosure, as applicable, as promptly as practicable prior to making such disclosure, if practicable); or

(e) permitted in writing by the Company or Member affected by such disclosure, as applicable.

The Members agree that breach of the provisions of this Section 7.7 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at Law) are inadequate in view of: (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions; and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 7.7. Accordingly, the Members agree that the provisions of this Section 7.7 may be enforced by specific performance. Notwithstanding the foregoing, this Section 7.7 shall in no way prevent the Board from complying with its obligations under this Agreement or otherwise operating the Company.

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ARTICLE 8

DISSOLUTION, WINDING-UP AND TERMINATION

8.1 Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:

(i) the approval of all Members; and

(ii) the entry of a decree of judicial dissolution of the Company under Section 47 of the Act.

(b) To the maximum extent permitted by the Act, the death, retirement, expulsion, bankruptcy or dissolution of a Member shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

8.2 Winding-Up and Termination. Upon the dissolution of the Company, unless it is reconstituted pursuant to the Act, the Board or a Person or Persons selected by the Board shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay, satisfy or discharge from Company funds all of the debts (including the debts owing to any Member), liabilities and obligations of the Company all expenses incurred in liquidation) or otherwise make adequate provision thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

(c) To the extent that the Company has any assets remaining:

(i) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Members in accordance with the provisions of Article 6.

(ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been

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reflected in the Capital Accounts previously would be allocated among Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with their respective positive Capital Account balances.

(d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(e) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time.

(f) On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to Article 2 and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS

9.1 Indemnification.

(a) To the fullest extent permitted by the Act but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that no Indemnitee shall be indemnified by the Company for any acts or omissions by the Indemnitee that constitute bad faith, fraud, willful or intentional misconduct or criminal wrongdoing, gross negligence, or a material breach of the legal duties imposed by applicable limited liability company statutes (to the extent not modified by the express provisions of this Agreement). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that neither the Members nor any Director shall be personally liable for such indemnification or shall have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by the Act, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action,

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suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members or the Board, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain (or reimburse the Board or its Affiliates for the cost of) insurance, on behalf of the Board and the Officers and such other Persons as the Board shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities with such coverage and upon the terms and conditions as the Board may determine, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) Each Member acknowledges and agrees that (i) such Member has carefully reviewed this Agreement and the terms hereof, (ii) in making its decision to enter into this Agreement on the date hereof such Member has relied upon independent investigations made by it and its representatives, and (iii) such Member hereby waives and releases any claims against the Company and/or the Directors that the terms of this Agreement are unfair or otherwise injurious to such Member.

9.2 No Business Opportunity Obligations. None of the Members or any Director (or any of their Affiliates) shall have any obligation, as a result of any such Person’s status as a

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Member or Director (or Affiliate thereof), to present a business opportunity to the Company or to refrain from taking advantage of a business opportunity individually whether or not such opportunity falls within the purpose of the Company as described in Section 2.4 herein; provided, however, that nothing in this Section 9.2 shall be deemed to authorize any Person to prevent the Company from pursuing any business opportunity that such Person is pursuing in an individual capacity.

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ARTICLE 10

TRANSFER OF INTERESTS

10.1 Right of First Offer – AMCIC Interests. In the event that AMCIC proposes to Transfer all or part of its Interests to an unaffiliated third party, AMCIC shall give QMAR written notice (“AMCIC Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. QMAR shall have five Business Days from the receipt of the AMCIC Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the AMCIC Sale Notice by giving written notice to AMCIC and stating therein the quantity of Interests to be purchased. If QMAR fails to elect to acquire any or all of the Interests in question, AMCIC shall have the right to Transfer the Interests in respect of which QMAR’s rights under this Section 10.1 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the AMCIC Sale Notice. If AMCIC has not Transferred such Interests within ninety (90) days of the date upon which the AMCIC Sale Notice was first provided to QMAR, AMCIC shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.1.

10.2 Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

ARTICLE 11

GENERAL PROVISIONS

11.1 Books. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs.

11.2 Tax Returns and Information. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, but not for any other purposes. The Company shall prepare or cause to be prepared all U.S. federal, state and local and Non-U.S. income and other tax returns which the Company is required to file and shall furnish copies of

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any such returns to the Members upon request. The Company shall also provide to any Member any other information which such Member may reasonably request, in order to enable such Member to comply with its tax filing or payment obligations as a result of its ownership of an interest in the Company.

11.3 Tax Matters Member. QMAR shall be the “tax matters partner” (the “Tax Matters Member”) of the Company under Section 6231(a)(7) of the Code.

11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Company, the Board may, in its reasonable discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company properties as provided by Sections 734 and 743 of the Code.

11.5 Bank Accounts. The Company shall maintain one or more bank accounts in the name of the Company in such bank or banks as maybe determined by the Board, which accounts shall be used for the payment of expenditures incurred by the Company in connection with the business of the Company and in which shall be deposited any and all receipts of the Company. All such receipts shall be and remain the property of the Company and shall not be commingled in any way with the funds of any other Person.

11.6 Inspection. The Company shall permit, on a quarterly basis, upon reasonable request and notice, each Member to examine the books of account of, and visit and inspect the properties of the Company, at reasonable times during normal business hours and without unreasonably interfering with the Company’s business operations; provided, that such Member consults with and coordinates such inspection with the Board.

11.7 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile or by e-mail, or similar transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Schedule 1 or such other address as that Member may specify by notice to the other Members. All notices, requests and consents to be sent to the Company must be sent to or made at the address of the Company’s principal place of business.

11.8 Entire Agreement; Supersedure. This Agreement and other agreements expressly mentioned herein constitute the entire agreement of the Members, and their respective Affiliates relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written, including the letter of intent signed by the parties hereto.

11.9 Effect of Waiver or Consent. The failure of any Person to insist upon strict performance of a covenant hereunder or of any obligations hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Person’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

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11.10 Amendment or Restatement. Except as expressly set forth herein, amendments, restatements and waivers of all or any portion of this Agreement may only be made by a written instrument adopted, executed and agreed to by all of the Members.

11.11 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and permitted assigns.

11.12 Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of the Marshall Islands, excluding any conflict-of-laws rule or principle that might refer to the governance or the construction of this Agreement to the Law of another jurisdiction. If a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Law.

11.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.14 Actions Taken Directly or Indirectly. Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

11.15 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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IN WITNESS WHEREOF, the following parties have executed this Agreement as of the Effective Date.

MEMBERS:
AMCIC CAPE HOLDINGS LLC
By:	AMCI Capital L.P., its sole member
	By:	AMCI Capital GP Limited, its General Partner
By:	/s/ Hans J. Mende
Name:	Hans J. Mende
Title:	Director
QUINTANA MARITIME LIMITED
By:	/s/ Stamatis Molaris
Name:	Stamatis Molaris
Title:	Chief Executive Officer

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GAYLE FRANCES SHIPCO LLC

Signature Page

[schedules omitted]

EX-10.4

Exhibit 10.4

LIMITED LIABILITY COMPANY AGREEMENT

OF

IRON LENA SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

NOVEMBER 8, 2007

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND CONSTRUCTION		3
1.1	Definitions	3
1.2	Construction	9
ARTICLE 2 ORGANIZATION		9
2.1	Formation	9
2.2	Name	10
2.3	Offices	10
2.4	Purposes	10
2.5	Foreign Qualification	10
2.6	Term	10
2.7	Title to Company Assets	10
2.8	Fiscal Year	10
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		10
3.1	Representations and Warranties	10
ARTICLE 4 MEMBERS		11
4.1	Members	11
ARTICLE 5 CAPITAL CONTRIBUTIONS		11
5.1	Initial Capital Contributions	11
5.2	Additional Capital Contributions	11
5.3	Return of Capital Contributions	12
5.4	Advances by Members	12
5.5	Capital Accounts	12
ARTICLE 6 DISTRIBUTIONS; ALLOCATIONS		13
6.1	Distributions	13
6.2	Tax Distributions	13
6.3	Allocations of Profits or Losses	13
6.4	Regulatory Allocations	14
6.5	Curative Allocations	15
6.6	Income Tax Allocations	15
6.7	Other Allocation Rules	16
ARTICLE 7 MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS		16
7.1	Management of the Company	16

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7.2	Removal; Vacancies	16
7.3	Initial Directors	16
7.4	Actions by the Board	17
7.5	Meetings of the Board	17
7.6	Officers	17
7.7	Confidentiality	18
ARTICLE 8 DISSOLUTION, WINDING-UP AND TERMINATION		19
8.1	Dissolution	19
8.2	Winding-Up and Termination	19
ARTICLE 9 INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS		20
9.1	Indemnification	20
9.2	No Business Opportunity Obligations	21
ARTICLE 10 TRANSFER OF INTERESTS		23
10.1	Right of First Offer – AMCIC Interests	23
10.2	Right of First Offer – QMAR Interests	23
ARTICLE 11 GENERAL PROVISIONS		23
11.1	Books	23
11.2	Tax Returns and Information	23
11.3	Tax Matters Member	24
11.4	Basis Adjustment	24
11.5	Bank Accounts	24
11.6	Inspection	24
11.7	Notices	24
11.8	Entire Agreement; Supersedure	24
11.9	Effect of Waiver or Consent	24
11.10	Amendment or Restatement	25
11.11	Binding Effect	25
11.12	Governing Law; Severability	25
11.13	Further Assurances	25
11.14	Actions Taken Directly or Indirectly	25
11.15	Counterparts	25

SCHEDULES:

Schedule 1	Members; Capital Contributions	1-1
Schedule 2	Initial Directors	2-1
Schedule 3	Initial Officers	3-1

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LIMITED LIABILITY COMPANY AGREEMENT

OF

IRON LENA SHIPCO LLC

A MARSHALL ISLANDS LIMITED LIABILITY COMPANY

This LIMITED LIABILITY COMPANY AGREEMENT of IRON LENA 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”).

RECITALS

WHEREAS, the Company was formed as a Marshall Islands limited liability company by the filing on November 8, 2007 of a certificate of formation under and pursuant to the Act (such certificate of formation, as amended or restated from time to time in accordance with this Agreement, the “Certificate”);

WHEREAS, the parties hereto desire to set forth their rights and obligations as Members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Act;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings set forth below.

“Acquisition Price” means the contract price of $77,700,000, subject to adjustment, for the Iron Lena.

“Act” means the Republic of the Marshall Islands Limited Liability Company Act of 1996 and any successor statute, as amended from time to time.

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore (or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) with respect to such Member.

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“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified in this Agreement.

“Agreement” means this Limited Liability Company Agreement of the Company, as amended and restated from time to time, including the Schedules hereto.

“AMCIC Designee” has the meaning given thereto in Section 7.1.

“AMCIC Sale Notice” has the meaning given thereto in Section 10.1.

“Board” has the meaning given thereto in Section 7.1.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as of the date of such contribution as reasonably determined by the Board;

(ii) The Book Values of all properties shall be adjusted to equal their respective fair market values as reasonably determined by the Board in connection with (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (other than a Capital Contribution made by all Members in proportion to their respective Percentage Interests) to the Company or in exchange for the performance of services to or for the benefit of the Company, (B) the distribution by the Company to a Member of more than a de minimis amount of property (other than a distribution made to all Members in proportion to their respective Percentage Interests) as consideration for an interest in the Company, or (C) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code); provided that adjustments pursuant to clauses (A) and (B) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Book Value of property distributed to a Member shall be the fair market value of such property as of the date of such distribution as reasonably determined by the Board;

(iv) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (vii) of the definition of Profits and Losses; and

(v) If the Book Value of property has been determined or adjusted pursuant to clause (i), (ii) or (iv) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Sections 6.3, 6.4, and 6.5.

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“Book Liability Value” means with respect to any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s-length transaction. The Book Liability Value of each liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Book Values.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which the New York Stock Exchange is closed.

“Business Line” means to (a) enter into the Shipbuilding Contract, (b) acquire, own and operate the Iron Lena, (c) borrow money and issue evidence of indebtedness to finance the activities set forth in clause (a) and (b) above, (d) to charter or recharter the Iron Lena and (e) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as described in clauses (a), (b), (c) and (d) above.

“Capesize Vessel” means a drybulk carrier in excess of 150,000 dwt.

“Capital Account” has the meaning set forth in Section 5.5 of this Agreement.

“Capital Contribution” means with respect to each Member, the amount of money contributed to the Company by such Member.

“Certificate” means that certain certificate of formation, dated November 8, 2007, filed in accordance with the laws of the Republic of the Marshall Islands.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Costs” means the Acquisition Price, any Financing Costs, and any other costs incurred by the Company; provided, however, that Costs shall not include Vessel Management Fees.

“Curative Allocations” means the allocations pursuant to Section 6.5 of this Agreement.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such Fiscal Year or other period, except that (i) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such Fiscal Year or other period under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), and (ii) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such Fiscal Year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

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“Directors” has the meaning given thereto in Section 7.1.

“Dissolution Event” has the meaning given thereto in Section 8.1(a).

“Distributable Cash” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred in the operation of the Company’s business; and (iii) such Reserves as the Board deems reasonably necessary for the proper operation of the Company’s business.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Date” means November 8, 2007.

“Financing Costs” means all costs associated with borrowings made in connection with the acquisition of the Iron Lena including, but not limited to, interest, charges, expenses, fees and other amounts associated with such borrowings.

“Fiscal Year” has the meaning set forth in Section 2.8 of this Agreement.

“Indemnitee” means any Member, any Director or any Person who is or was an officer, director, member or partner of the Company or any Member or any Person who is or was serving at the request of the Company, any Member or the Directors as a director, officer or trustee of another Person.

“Interest” means the interest of a Member, in its capacity as such, in the Company, including, but not limited to, rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by such Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on such Member (in each case, under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member.

“Iron Lena” means the Capesize Vessel to be acquired by the Company pursuant to the Shipbuilding Contract.

“KSC” means Korea Shipyard Co., Ltd., of the Republic of Korea.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority.

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“Management Agreement” means any management agreement between the Company and QMAR providing for the technical and/or commercial management of the Iron Lena.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Minimum Gain” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(d).

“Nonrecourse Deduction” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b)(1).

“Officers” has the meaning given thereto in Section 7.6(a).

“Percentage Interest” means the Percentage Interest of the Members set forth on Schedule 1 hereto.

“Person” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

“Price” means the fair market value of the Company’s Interests.

“Profits” or “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Book Value of any asset is adjusted pursuant to clause (ii) or clause (iii) of the definition of Book Value, the amount of such adjustment shall be treated as

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an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) In the event the Book Liability Value of any liability of the Company described in Treasury Regulation Section 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Company) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Company) and shall be taken into account for purposes of computing Profits or Losses;

(v) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(vi) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year;

(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(viii) Any items that are allocated pursuant to the Regulatory Allocations or the Curative Allocations shall not be taken into account in computing Profits and Losses.

“QMAR Designee” has the meaning given thereto in Section 7.1.

“QMAR Sale Notice” has the meaning given thereto in Section 10.2.

“Regulatory Allocations” means the allocations pursuant to Section 6.3(b) and Section 6.4 of this Agreement.

“Reserves” means funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shipbuilding Contract” means that certain shipbuilding contract to be entered into by and among the Company and KSC, pursuant to which KSC will sell to the Company the 180,000 dwt bulk carrier vessel to be constructed by KSC and designated as Hull No. 0008.

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“Tax Distribution” means, with respect to any Member for any Fiscal Year, the excess, if any, of (i) the product of (a) the federal taxable income allocated by the Company to such Member in such Fiscal Year and all prior years less the federal taxable loss allocated by the Company to such Member in such Fiscal Year and all prior years, multiplied by (b) the highest applicable federal income tax rate applicable to individuals with respect to the character of federal taxable income or loss allocated by the Company to such Member (e.g., capital gains or losses, dividends, ordinary income, etc.), over (ii) the amount of distributions made to such Member pursuant to Section 6.1 during such Fiscal Year and all previous years plus the amount of distributions made to such Member pursuant to Section 6.2 with respect to all previous years.

“Tax Matters Member” has the meaning set forth in Section 11.3 of this Agreement.

“Transfer,” including the correlative terms “Transferring” or “Transferred,” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of any Interest (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, any Interest is transferred or shifted to another Person. Notwithstanding anything in this Agreement to the contrary, a transfer, assignment or other disposition of all or substantially all of the outstanding capital stock or assets of QMAR (whether voluntary or involuntary or by operation of law) shall not be deemed a “Transfer” for the purposes of this Agreement.

“Vessel Management Fees” means all fees and related costs due and payable under the Management Agreement.

1.2 Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to articles and sections of this Agreement; (c) references to Schedules are to schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; (d) references to money refer to legal currency of the United States of America; and (e) the word “including” means “including without limitation.”

ARTICLE 2

ORGANIZATION

2.1 Formation. The Company was organized as a limited liability company by the filing of the Certificate under the Laws of the Republic of the Marshall Islands and in accordance with and pursuant to the Act. All actions by any Member, or the agent of any Member, in making such filing are hereby ratified, adopted and approved. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement control and take precedence.

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2.2 Name. The name of the Company is “Iron Lena Shipco LLC” and all Company business must be conducted in that name or such other names that comply with the Laws of the Republic of the Marshall Islands and as the Board may select.

2.3 Offices. The name of the registered agent of the Company in the Republic of the Marshall Islands is The Trust Company of the Marshall Islands, Inc., whose address is Trust Company Complex, Ajeltake Island, Majuro, MH 96960, Republic of the Marshall Islands. The address of the registered office of the Company in the Republic of the Marshall Islands (which need not be a place of business of the Company) is the address of its registered agent in the Marshall Islands. The Company may have such other offices as the Board may designate.

2.4 Purposes. The purpose of the Company is to engage in any lawful act or activity relating to the Business Line.

2.5 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than the Republic of the Marshall Islands, the Company shall comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

2.6 Term. The Company shall have perpetual existence unless liquidated or dissolved in accordance with this Agreement and the Act.

2.7 Title to Company Assets.Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof.

2.8 Fiscal Year.The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each Member (as to itself only) represents and warrants to the Company and the other Members as follows:

(a) Such Member is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or administration, as the case may be;

(b) Such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery by such Member of this Agreement, and the performance of all obligations hereunder have been duly authorized by all necessary action;

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(c) This Agreement has been duly and validly executed and delivered by such Member and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally, and by principles of equity;

(d) The execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member or (iii) conflict with, or result in a breach or default under, any term or condition of its organizational or governing documents or any material agreement or other instrument to which such Member is a party; and

(e) Such Member is acquiring its Interest in the Company for its own account, for investment purposes, and not with a view to or in connection with the resale or other distribution of such Interest. Such Member is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act. Such Member understands and agrees that the Interests have not been registered under the Securities Act and are restricted as to sale. Such Member has knowledge of finance, securities, and investments generally, experience and skill in investments based on actual participation, and has the ability to bear the economic risks of such Member’s investment. Such Member has received and reviewed the information it considers necessary or appropriate for deciding whether to invest in the Company and was able to ask questions and receive answers concerning the terms and conditions of the proposed transaction.

ARTICLE 4

MEMBERS

4.1 Members. Each of the Persons listed on Schedule 1 hereto as a Member has been, or is hereby, admitted as a Member as of the Effective Date.

ARTICLE 5

CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. On the Effective Date, each of the Members shall make Capital Contributions to the Company in the amounts set forth in Schedule 1 hereto.

5.2 Additional Capital Contributions.

(a) Each of the Members shall be required to make Capital Contributions pro rata in accordance with their respective Percentage Interests in amounts equal to all Costs.

(b) AMCIC shall be required to make Capital Contributions in an amount equal to 100% of all Vessel Management Fees.

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(c) All additional Capital Contributions, if any, shall be made by the Members in accordance with their respective Percentage Interests.

(d) The Board shall provide the Members with written notice specifying the funding date, the amount and purpose of the funds and appropriate payment instructions with respect to any capital requested pursuant to this Section 5.2.

5.3 Return of Capital Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

5.4 Advances by Members. If the Company does not have sufficient cash to pay its obligations, with the approval of the Board, any Member may (but shall have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advance shall constitute a loan from such Member and shall not be a Capital Contribution. Any advance made by a Member shall be repaid by the Company prior to any distributions under Section 6.1.

5.5 Capital Accounts.

(a) A separate capital account (a “Capital Account”) will be maintained for each Member. Each Member’s Capital Account will be increased by: (1) the amount of money contributed by such Member to the Company; (2) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); and (3) allocations to such Member of Profits and other items of income and gain pursuant to Sections 6.3, 6.4, and 6.5. Each Member’s Capital Account will be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); and (iii) allocations to such Member of Losses and other items of deduction and loss pursuant to Sections 6.3, 6.4, and 6.5.

(b) In the event of a permitted sale or exchange of an Interest the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Interest in accordance with Section 1.704-1(b)(2)(iv)(l) of the Treasury Regulations.

(c) The manner in which Capital Accounts are to be maintained pursuant to this Section 5.5 is intended to comply with the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.5 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.5, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

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ARTICLE 6

DISTRIBUTIONS; ALLOCATIONS

6.1 Distributions. The Company may periodically distribute cash or other property to the Members with the timing and amount of each such distribution to be determined by the Board. All distributions shall be made to the Members in proportion to their respective Percentage Interests.

6.2 Tax Distributions. The Company shall, subject to having sufficient Distributable Cash, make distributions to the Members to the extent of the required Tax Distribution, if any, of such Member for such Fiscal Year. Any distributions made pursuant to this Section 6.2 to a Member shall be treated as an advance payment of, and shall reduce by a like amount, the amounts otherwise distributable to such Member pursuant to Section 6.1 in subsequent distributions.

6.3 Allocations of Profits or Losses.

(a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.

(b) All deductions arising from the payment of any of the Vessel Management Fees shall be specially allocated to the Capital Account of AMCIC.

(c) Losses shall not be allocated pursuant to Section 6.3 to the extent that such allocation would cause a Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Year or other period. All Losses in excess of the limitation set forth in this Section 6.3(b) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Account in proportion to their relative Percentage Interests but only to the extent that such Losses do not cause any such Member to have a deficit in its Adjusted Capital Account.

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6.4 Regulatory Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain

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in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement.

(g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

6.5 Curative Allocations. The Regulatory Allocations are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may be inconsistent with the manner in which the Members intend to divide Company distributions. Accordingly, the Board is authorized to divide other allocations of Profits, Losses, and other items among the Members, to the extent that they exist, so that the net amount of the Regulatory Allocations and the Curative Allocations to each Member is zero. The Board will have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the related Treasury Regulations.

6.6 Income Tax Allocations.

(a) To the maximum extent possible and except as otherwise provided in this Section 6.6, all items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding item of income, gain, loss and deduction for Capital Account purposes is allocated.

(b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder.

(c) Any (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of credits shall be allocated to the Members in accordance with applicable law.

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(d) Allocations pursuant to this Section 6.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

6.7 Other Allocation Rules.

(a) All items of income, gain, loss, deduction and credit allocable to an Interest in the Company that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

(b) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be determined in accordance with their Percentage Interests.

ARTICLE 7

MANAGEMENT; INFORMATION; OFFICERS; OTHER AGREEMENTS

7.1 Management of the Company. The affairs of the Company shall be governed by “managers” (as such term is defined in the Act) who shall be referred to as “Directors” in this Agreement and who shall govern collectively through a Board of Directors (the “Board”). The Board shall consist of two Directors appointed as follows: (i) one director shall be designated by AMCIC (the “AMCIC Designee“) and (ii) one director shall be designated by QMAR (the “QMAR Designee”).

7.2 Removal; Vacancies.

(a) A Director may only be removed from the Board of Directors, with or without cause, by the Member who appointed such Director to serve on the Board.

(b) Any vacancy created by the death, disability, retirement, resignation or proper removal of any Director shall be filled by the Member that designated such former Director.

7.3 Initial Directors. The Members hereby appoint, effective as of the Effective Date, the individuals listed on Schedule 2 to this Agreement to serve as the initial Directors of the Company until their removal or replacement in accordance with this Agreement.

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7.4 Actions by the Board. Unless explicitly provided otherwise in this Agreement, the Board shall have the power, right and authority on behalf, and in the name of, the Company to carry out any and all of the objects and purposes of the Company. All decisions of the Board shall be exercisable only upon the unanimous vote of the Board.

7.5 Meetings of the Board.

(a) Meetings of the Board, regular or special, may be held either within or without the Republic of the Marshall Islands.

(b) Regular meetings of the Board shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board. Except as otherwise provided by the Act, any and all business may be transacted at any regular meeting.

(c) Special meetings of the Board may be called by request of any Director so long as notice is provided to each other Director twenty-four (24) hours in advance of such meeting; provided, however, that the presence at such meeting shall be deemed to be a waiver of such notice requirement.

(d) Notice will be deemed to have been provided once given by any one of the following three forms: (i) by email to the corresponding email address; (ii) by telephone to the corresponding telephone and cellular numbers; or (iii) by fax to the corresponding fax number, listed below the name of each Director on Schedule 2. Each Director agrees to notify the Board, in writing, of any change to such email address, telephone number or fax number listed on Schedule 2, after which notice will not be deemed to have been given unless notification has been provided in the manner set forth above to such new address or number.

(e) Directors may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at the meeting.

(f) Directors may vote at any meeting by a written proxy executed by such Director and delivered to another Director.

(g) The Board may act by unanimous written consent in lieu of a meeting.

7.6 Officers.

(a) The Board may, from time to time, designate one or more Persons to be officers of the Company (“Officers”). The initial Officers of the Company are listed on Schedule 3 hereto. Any number of offices may be held by the same person. The election or appointment of an Officer shall not of itself create contractual rights.

(b) Any Officer so designated shall have such power, authority and duties as the Board may, from time to time, delegate to them.

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(c) The Board may, in its sole discretion, remove any Officer with or without cause at any time.

(d) Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

7.7 Confidentiality. The Members acknowledge that they may receive information from or regarding the Company or the other Members that is confidential, the release of which may be damaging to the Company, the other Members or Persons with whom they do business. Each Member shall hold in confidence and not disclose any information it receives regarding the Company or the other Members that is identified as being confidential and may not disclose it to any Person other than another Member, except for disclosures:

(a) compelled by Law or required or requested by subpoena or request from a court, regulator or a stock exchange (but such Member shall notify the Company or the Member affected by such disclosure, as applicable, promptly of any request for that information before disclosing it if practicable);

(b) to Affiliates, advisers or representatives of such Member; provided, that (ii) such Affiliates, advisors, or representatives are informed of the confidential nature of such information, and agree in writing prior to receiving such information to keep such information confidential, and (ii) that the disclosing Member remains liable for any breach by its Affiliates, advisors and/or representatives;

(c) of information that such Member also has received from a source independent of the Company, Subsidiary or other Member, as applicable, that such Member reasonably believes obtained that information without breach of any obligation of confidentiality;

(d) of information in connection with litigation against the Company or any Member to which the disclosing Member is a party (but such Member shall notify the Company affected by such disclosure, as applicable, as promptly as practicable prior to making such disclosure, if practicable); or

(e) permitted in writing by the Company or Member affected by such disclosure, as applicable.

The Members agree that breach of the provisions of this Section 7.7 may cause irreparable injury to the Company or the other Members for which monetary damages (or other remedy at Law) are inadequate in view of: (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions; and (ii) the uniqueness of the Company’s and each other Member’s business and the confidential nature of the information described in this Section 7.7. Accordingly, the Members agree that the provisions of this Section 7.7 may be enforced by specific performance. Notwithstanding the foregoing, this Section 7.7 shall in no way prevent the Board from complying with its obligations under this Agreement or otherwise operating the Company.

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ARTICLE 8

DISSOLUTION, WINDING-UP AND TERMINATION

8.1 Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:

(i) the approval of all Members; and

(ii) the entry of a decree of judicial dissolution of the Company under Section 47 of the Act.

(b) To the maximum extent permitted by the Act, the death, retirement, expulsion, bankruptcy or dissolution of a Member shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

8.2 Winding-Up and Termination. Upon the dissolution of the Company, unless it is reconstituted pursuant to the Act, the Board or a Person or Persons selected by the Board shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate.

(b) The liquidator shall pay, satisfy or discharge from Company funds all of the debts (including the debts owing to any Member), liabilities and obligations of the Company all expenses incurred in liquidation) or otherwise make adequate provision thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

(c) To the extent that the Company has any assets remaining:

(i) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Members in accordance with the provisions of Article 6.

(ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been

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reflected in the Capital Accounts previously would be allocated among Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with their respective positive Capital Account balances.

(d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

(e) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time.

(f) On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to Article 2 and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

INDEMNIFICATION; BUSINESS OPPORTUNITY OBLIGATIONS

9.1 Indemnification.

(a) To the fullest extent permitted by the Act but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that no Indemnitee shall be indemnified by the Company for any acts or omissions by the Indemnitee that constitute bad faith, fraud, willful or intentional misconduct or criminal wrongdoing, gross negligence, or a material breach of the legal duties imposed by applicable limited liability company statutes (to the extent not modified by the express provisions of this Agreement). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that neither the Members nor any Director shall be personally liable for such indemnification or shall have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by the Act, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action,

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suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members or the Board, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain (or reimburse the Board or its Affiliates for the cost of) insurance, on behalf of the Board and the Officers and such other Persons as the Board shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities with such coverage and upon the terms and conditions as the Board may determine, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) Each Member acknowledges and agrees that (i) such Member has carefully reviewed this Agreement and the terms hereof, (ii) in making its decision to enter into this Agreement on the date hereof such Member has relied upon independent investigations made by it and its representatives, and (iii) such Member hereby waives and releases any claims against the Company and/or the Directors that the terms of this Agreement are unfair or otherwise injurious to such Member.

9.2 No Business Opportunity Obligations. None of the Members or any Director (or any of their Affiliates) shall have any obligation, as a result of any such Person’s status as a

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Member or Director (or Affiliate thereof), to present a business opportunity to the Company or to refrain from taking advantage of a business opportunity individually whether or not such opportunity falls within the purpose of the Company as described in Section 2.4 herein; provided, however, that nothing in this Section 9.2 shall be deemed to authorize any Person to prevent the Company from pursuing any business opportunity that such Person is pursuing in an individual capacity.

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ARTICLE 10

TRANSFER OF INTERESTS

10.1 Right of First Offer – AMCIC Interests. In the event that AMCIC proposes to Transfer all or part of its Interests to an unaffiliated third party, AMCIC shall give QMAR written notice (“AMCIC Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. QMAR shall have five Business Days from the receipt of the AMCIC Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the AMCIC Sale Notice by giving written notice to AMCIC and stating therein the quantity of Interests to be purchased. If QMAR fails to elect to acquire any or all of the Interests in question, AMCIC shall have the right to Transfer the Interests in respect of which QMAR’s rights under this Section 10.1 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the AMCIC Sale Notice. If AMCIC has not Transferred such Interests within ninety (90) days of the date upon which the AMCIC Sale Notice was first provided to QMAR, AMCIC shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.1.

10.2 Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

ARTICLE 11

GENERAL PROVISIONS

11.1 Books. To the extent required by the Act, the Company shall maintain or cause to be maintained complete and accurate records and books of account of the Company’s affairs.

11.2 Tax Returns and Information. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, but not for any other purposes. The Company shall prepare or cause to be prepared all U.S. federal, state and local and Non-U.S. income and other tax returns which the Company is required to file and shall furnish copies of

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any such returns to the Members upon request. The Company shall also provide to any Member any other information which such Member may reasonably request, in order to enable such Member to comply with its tax filing or payment obligations as a result of its ownership of an interest in the Company.

11.3 Tax Matters Member. QMAR shall be the “tax matters partner” (the “Tax Matters Member”) of the Company under Section 6231(a)(7) of the Code.

11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Company, the Board may, in its reasonable discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company properties as provided by Sections 734 and 743 of the Code.

11.5 Bank Accounts. The Company shall maintain one or more bank accounts in the name of the Company in such bank or banks as maybe determined by the Board, which accounts shall be used for the payment of expenditures incurred by the Company in connection with the business of the Company and in which shall be deposited any and all receipts of the Company. All such receipts shall be and remain the property of the Company and shall not be commingled in any way with the funds of any other Person.

11.6 Inspection. The Company shall permit, on a quarterly basis, upon reasonable request and notice, each Member to examine the books of account of, and visit and inspect the properties of the Company, at reasonable times during normal business hours and without unreasonably interfering with the Company’s business operations; provided, that such Member consults with and coordinates such inspection with the Board.

11.7 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be delivered to the recipient in person, by courier or mail or by facsimile or by e-mail, or similar transmission; and a notice, request or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Schedule 1 or such other address as that Member may specify by notice to the other Members. All notices, requests and consents to be sent to the Company must be sent to or made at the address of the Company’s principal place of business.

11.8 Entire Agreement; Supersedure. This Agreement and other agreements expressly mentioned herein constitute the entire agreement of the Members, and their respective Affiliates relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written, including the letter of intent signed by the parties hereto.

11.9 Effect of Waiver or Consent. The failure of any Person to insist upon strict performance of a covenant hereunder or of any obligations hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Person’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

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11.10 Amendment or Restatement. Except as expressly set forth herein, amendments, restatements and waivers of all or any portion of this Agreement may only be made by a written instrument adopted, executed and agreed to by all of the Members.

11.11 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and permitted assigns.

11.12 Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of the Marshall Islands, excluding any conflict-of-laws rule or principle that might refer to the governance or the construction of this Agreement to the Law of another jurisdiction. If a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Law.

11.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.14 Actions Taken Directly or Indirectly. Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

11.15 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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IN WITNESS WHEREOF, the following parties have executed this Agreement as of the Effective Date.

MEMBERS:
AMCIC CAPE HOLDINGS LLC
By:	AMCI Capital L.P., its sole member
	By:	AMCI Capital GP Limited, its General Partner
By:	/s/ Hans J. Mende
Name:	Hans J. Mende
Title:	Director
QUINTANA MARITIME LIMITED
By:	/s/ Stamatis Molaris
Name:	Stamatis Molaris
Title:	Chief Executive Officer

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Signature Page

[schedules omitted]

EX-10.5

Exhibit 10.5

QUINTANA MARITIME LIMITED

and

COMPUTERSHARE TRUST COMPANY, N.A.

Rights Agent

Rights Agreement

Dated as of November 12, 2007

TABLE OF CONTENTS

		Page
Section 1.	Certain Definitions.	1
Section 2.	Appointment of Rights Agent.	4
Section 3.	Issue of Right Certificates.	5
Section 4.	Form of Right Certificates.	6
Section 5.	Countersignature and Registration.	7
Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.	7
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights.	8
Section 8.	Cancellation and Destruction of Right Certificates.	9
Section 9.	Status and Availability of Preferred Shares.	9
Section 10.	Preferred Shares Record Date.	10
Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights.	10
Section 12.	Certificate of Adjustment.	16
Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power.	17
Section 14.	Fractional Rights and Fractional Shares.	18
Section 15.	Rights of Action.	19
Section 16.	Agreement of Right Holders.	19
Section 17.	Right Certificate Holder Not Deemed a Stockholder.	20
Section 18.	Concerning the Rights Agent.	20
Section 19.	Merger or Consolidation or Change of Name of Rights Agent.	20
Section 20.	Duties of Rights Agent.	21
Section 21.	Change of Rights Agent.	23
Section 22.	Issuance of New Right Certificates.	24
Section 23.	Redemption.	24
Section 24.	Exchange.	25
Section 25.	Notice of Certain Events.	26
Section 26.	Notices.	27
Section 27.	Supplements and Amendments.	28
Section 28.	Successors.	28
Section 29.	Benefits of this Agreement.	28
Section 30.	Severability.	28
Section 31.	Governing Law.	29
Section 32.	Counterparts.	29
Section 33.	Descriptive Headings.	29
Section 34.	Administration.	29

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RIGHTS AGREEMENT

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”).

WHEREAS, the Board of Directors of the Company (a) has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock, par value $0.01 per share, of the Company outstanding on the Close of Business on November 22, 2007 (the “Record Date”) and (b) has further authorized the issuance of one Right with respect to each additional Common Share that shall become outstanding (i) at any time between the Record Date and the earliest of the Close of Business on the Distribution Date, the Redemption Date and the Close of Business on the Final Expiration Date, and certain additional shares of Common Stock that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement and (ii) upon the exercise or conversion, prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, of any option, warrant or other security exercisable for or convertible into shares of Common Stock, which option, warrant or other such security is outstanding on the Distribution Date; and

WHEREAS, each Right represents the right to purchase one one-thousandth of a Preferred Share, or such different amount and/or kind of securities as shall be hereinafter provided.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions.

For purposes of this Agreement, the following terms have the meanings indicated:

“Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or (iv) any entity holding Common Shares for or pursuant to the terms of any such employee benefit plan. Notwithstanding the foregoing, (1) no Person shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall so become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of an acquisition of Common Shares by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of an additional 1% of the outstanding Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the

outstanding Common Shares), then such Person shall be deemed to be an “Acquiring Person”; and (2) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person”, as defined pursuant to the foregoing provisions of this paragraph, then such Person shall not be deemed to have become an “Acquiring Person” for any purposes of this Agreement.

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement.

A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation);

(ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to section (B) of the immediately preceding paragraph (ii)) or disposing of any securities of the Company; provided, however, that in no case shall an officer or director of the Company be deemed (x) the Beneficial Owner of any securities beneficially

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owned by another officer or director of the Company solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Company or (y) the Beneficial Owner of securities held of record by the trustee of any employee benefit plan of the Company or any Subsidiary of the Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than the officer or director, by reason of any influence that such officer or director may have over the voting of the securities held in the plan

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding”, when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

“Business Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Close of Business” on any given date shall mean 5:00 P.M., New York time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

“Common Shares” when used with reference to the Company shall mean the shares of Common Stock, par value $.01 per share, of the Company. “Common Shares” when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.

“common stock equivalents” shall have the meaning set forth in Section 11(a)(iii)(B)(3) hereof.

“Company” shall have the meaning set forth in the introductory paragraph hereof.

“Current Value” shall have the meaning set forth in Section 11(a)(iii)(A)(1) hereof.

“Distribution Date” shall have the meaning set forth in Section 3(a) hereof.

“equivalent preferred shares” shall have the meaning set forth in Section 11(b) hereof.

“Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.

“Final Expiration Date” shall mean November 12, 2017.

“Person” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

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“Purchase Price” shall have the meaning set forth in Section 7(b) hereof.

“Preferred Shares” shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company having such rights and preferences as are set forth in the form of Certificate of Designation set forth as Exhibit A hereto, as the same may be amended from time to time.

“Record Date” shall have the meaning set forth in the introductory paragraphs hereof.

“Redemption Date” shall have the meaning set forth in Section 23 hereof.

“Right” shall have the meaning set forth in the introductory paragraphs hereof.

“Right Certificate” shall mean a certificate evidencing a Right in substantially the form of Exhibit B hereto.

“Rights Agent” shall have the meaning set forth in the introductory paragraphs hereof.

“Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Shares Acquisition Date” shall mean the earlier of the date of (i) the public announcement by the Company or an Acquiring Person that an Acquiring Person has become such or (ii) the public disclosure of facts by the Company or an Acquiring Person indicating that an Acquiring Person has become such.

“Spread” shall have the meaning set forth in Section 11(a)(iii)(A) hereof.

“Subsidiary” of any Person shall mean any Person of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

“Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.

“Summary of Rights” shall mean the Summary of Rights to Purchase Preferred Shares in substantially the form of Exhibit C hereto.

Section 2. Appointment of Rights Agent.

The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and

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conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten (10) days prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions or any such co-Rights Agent.

Section 3. Issue of Right Certificates.

(a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% (such date being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby.

(c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date.

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(d) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Quintana Maritime Limited and Computershare Trust Company, N.A., as Rights Agent, dated as of November 12, 2007, as it may from time to time be amended or supplemented pursuant to its terms (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Quintana Maritime Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Quintana Maritime Limited will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Section 4. Form of Right Certificates.

The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions of this Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the Purchase Price, but the number of one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

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Section 5. Countersignature and Registration.

The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, any of its Vice Presidents, or its Treasurer, either manually or by electronic signature, shall have affixed thereto the Company’s seal (if any) or an electronic version thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by electronic signature. The Right Certificates shall be countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned, either manually or electronically. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

Subject to the provisions of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and prior to the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient for any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates.

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Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a) The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its principal office, together with payment of the Purchase Price for each one one-thousandth of a Preferred Share as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights terminates pursuant to Section 23 hereof, or (iii) the time at which the right to exercise the Rights terminates pursuant to Section 24 hereof.

(b) The purchase price for each one one-thousandth of a Preferred Share to be purchased upon the exercise of a Right shall initially be Seventy-Five Dollars ($75.00) (the “Purchase Price”), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly executed, accompanied by payment of the Purchase Price for the number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by cash, certified check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares certificates for the number of one one-thousandths of a Preferred Share to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs any such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional Preferred Shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate.

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(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Section 8. Cancellation and Destruction of Right Certificates.

All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Status and Availability of Preferred Shares.

(a) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares.

(b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon

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the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due.

(c) The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof.

Section 10. Preferred Shares Record Date.

Each person in whose name any certificate for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights.

(a)

(i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.

(ii) Subject to the following paragraph of this subparagraph (ii) and to Section 24 of this Agreement, in the event any Person shall become an Acquiring Person, each

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holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company’s Common Shares (determined pursuant to Section 11(d) hereof) on the date such Person became an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action that would eliminate or diminish the benefits intended to be afforded by the Rights.

From and after the occurrence of such an event, any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) on or after the earlier of (x) the date of such event and (y) the Distribution Date shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof shall be canceled.

(iii) In the event that the number of Common Shares which are authorized by the Company’s articles of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the holder of each Right to purchase the number of Common Shares to which he would be entitled upon the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of paragraph (a) of this Section 11, or should the Board of Directors so elect, the Company shall: (A) determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (calculated as provided in the last sentence of this subparagraph (iii)) pursuant to Section 11(a)(ii) hereof (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board of Directors to be equal to the Current Value: (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has determined to have the same value as Common Shares (such shares of preferred stock, “common stock equivalents”)), (4) debt securities of the Company, or (5) other assets; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the first occurrence of an event triggering the rights to purchase Common Shares described in Section 11(a)(ii) (the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and

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without requiring payment of the Purchase Price, Common Shares (to the extent available) and then, if necessary, cash, which shares and cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof and the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall make a public announcement, and shall deliver to the Rights Agent a statement, stating that the exercisability of the Rights has been temporarily suspended. At such time as the suspension is no longer in effect, the Company shall make another public announcement, and deliver to the Rights Agent a statement, so stating. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the current per share market price (as determined pursuant to Section 11(d)(i) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any common stock equivalent shall be deemed to have the same value as the Common Shares on such date.

(b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then the current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be adjusted by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall not be deemed

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outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(d)

(i) For the purpose of any computation hereunder, the “current per share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the

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high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder, the “current per share market price” of the Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the “current per share market price” of the Preferred Shares shall be conclusively deemed to be the current per share market price of the Common Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by 1000. If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, “current per share market price” shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent.

(e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than three years from the date of the transaction which requires such adjustment.

(f) If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, the number of such other shares so receivable upon exercise of any Right shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

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(h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a Preferred Share (calculated to the nearest one ten-millionth of a Preferred Share) obtained by (i) multiplying (x) the number of one one-thousandths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution for any adjustment in the number of one one-thousandths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one hundred-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been distributed, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been distributed, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates to be so distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-thousandths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-thousandths of a Preferred Share which were expressed in the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-thousandth of the then par value of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable Preferred Shares at such adjusted Purchase Price.

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(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any (i) combination or subdivision of the Preferred Shares, (ii) issuance wholly for cash of any Preferred Shares at less than the current market price, (iii) issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, (iv) dividends on Preferred Shares payable in Preferred Shares or (v) issuance of any rights, options or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

(n) In the event that at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the Common Shares payable in Common Shares or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares, then in any such case (i) the number of one one-thousandths of a Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one one-thousandths of a Preferred Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event, and (ii) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.

Section 12. Certificate of Adjustment.

Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such an adjustment unless and until it shall have received such certificate.

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Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

In the event that, at any time after a Person becomes an Acquiring Person, directly or indirectly, (i) the Company shall consolidate with, or merge with and into, any other Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (B) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such issuer; and (D) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the “earning power” of the Company and its Subsidiaries shall be determined in good faith by the Company’s Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

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Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-thousandth (subject to appropriate adjustment in the case of a subdivision or combination) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company shall pay to each registered holder of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.

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(c) The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional shares upon exercise of a Right (except as provided above).

Section 15. Rights of Action.

All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may, without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), on his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

Section 16. Agreement of Right Holders.

Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;

(b) after the Distribution Date, the Right Certificates are transferable only on the registry books maintained by the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer with a completed form of certification; and

(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

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Section 17. Right Certificate Holder Not Deemed a Stockholder.

No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent.

The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim or liability in connection therewith. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company.

The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

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Section 19. Merger or Consolidation or Change of Name of Rights Agent.

Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent.

The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform those duties and obligations upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

(a) Before the Rights Agent acts or refrains from acting, it may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the President, a Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

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(c) The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any adjustment required under the provisions of Sections 11 or 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when so issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board, the President, a Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than ten Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received, in response to such application, written instructions with respect to the proposed action or omission specifying a different action to be taken or omitted.

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(h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event or determination.

Section 21. Change of Rights Agent.

The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation

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organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an Affiliate of a corporation described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates.

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of Common Stock following the Distribution Date and prior to the earlier of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may with respect to shares of Common Stock so issued or sold pursuant to (i) the exercise of stock options, (ii) under any employment plan or arrangement, (iii) upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company or (iv) a contractual obligation of the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale.

Section 23. Redemption.

(a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $0.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish.

(b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors of the Company in the action ordering such redemption (although not

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earlier than the time of such action) (such time the “Redemption Date”), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. If the payment of the Redemption Price is not included with such notice, each such notice shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, other than in connection with the purchase of Common Shares prior to the Distribution Date.

Section 24. Exchange.

(a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a majority of the Common Shares then outstanding.

(b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

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(c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share.

(d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company’s articles of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights.

(e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events.

(a) In case the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and

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the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier.

(b) In case any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Section 26. Notices.

Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Quintana Maritime Limited

c/o Steve Putman

512 Hawthorne

Houston, TX 77006

Attention: Steve Putman

Facsimile: 713-751-7532

Copy to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Attention: Stephen P. Farrell

Facsimile: 212-309-6001

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by registered or certified mail and shall be deemed given upon receipt and, addressed (until another address is filed in writing with the Company) as follows:

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attention: Client Services

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Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments.

The Company may from time to time, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent.

Section 28. Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any person or entity other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

Section 30. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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Section 31. Governing Law.

This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the Marshall Islands and for all purposes shall be governed by and construed in accordance with such laws applicable to contracts to be made and performed entirely within the Marshall Islands, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the state of Delaware.

Section 32. Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 33. Descriptive Headings.

Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 34. Administration.

The Board of Directors of the Company shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations, determinations and interpretations which are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of the Rights.

Section 35. Force Majeure

Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

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IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly executed and their respective corporate seals to be hereunder affixed and attested, all as of the day and year first above written.

Attest:	QUINTANA MARITIME LIMITED
/s/ Steve Putman	By:	/s/ Paul Cornell
Steve Putman		Paul Cornell Chief Financial Officer
Attest:	COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
/s/ James Welsh	By:	/s/ Dennis V. Moccia

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EXHIBIT A

STATEMENT OF DESIGNATION

OF

RIGHTS, PREFERENCES AND PRIVILEGES

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF

QUINTANA MARITIME LIMITED

(Pursuant to Section 35 of the Marshall Islands

Business Corporations Act)

The undersigned, [            ] and [            ] do hereby certify:

1. That they are the duly elected and acting President and Secretary, respectively, of Quintana Maritime Limited, a Marshall Islands corporation (the “Corporation”).

2. That pursuant to the authority conferred by the Corporation’s Amended and Restated Articles of Incorporation, the Corporation’s Board of Directors on November 12, 2007 adopted the following resolution designating and prescribing the relative rights, preferences and limitations of the Corporation’s Series A Participating Preferred Stock:

RESOLVED, that pursuant to the authority granted to and vested in the Board of this Corporation in accordance with the provisions of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), the Board hereby creates a series of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Section 1. Designation and Amount. The shares of this series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such

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shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided in the Articles of Incorporation, including any other Statement of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

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(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Articles of Incorporation, including any Statement of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of

- A-4 -

Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. Amendment. The Articles of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter, change, or repeal the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding up, junior to all series of Preferred Stock.

RESOLVED, that 100,000 shares of Series A Junior Preferred Stock be, and they hereby are, initially reserved for issuance upon exercise of the Rights, such number to be subject to adjustment from time to time in accordance with the Rights Agreement.

RESOLVED FURTHER, that the Board hereby authorizes and directs the President or any Vice President and the Secretary or any Assistant Secretary of this Corporation to prepare and file a Statement of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.

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We further declare, under penalty of perjury, that the foregoing Statement of Designation is the act and deed of the Corporation and that the facts stated therein are true and correct.

Executed at [            ] on November 12, 2007.

QUINTANA MARITIME LIMITED
By:
Name:
Title:	President
By:
Name:
Title:	Secretary

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EXHIBIT B

Form of Right Certificate

Certificate No. R-                          Rights

NOT EXERCISABLE AFTER NOVEMBER 12, 2017 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.005 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

Right Certificate

QUINTANA MARITIME LIMITED

This certifies that                                         , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of 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. (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on November 12, 2017, at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company, at a purchase price of $75.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the certification and the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 22, 2007, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights.

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, at the Company’s option, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $0.005 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Class A Common Stock, par value $0.01 per share, or Preferred Shares.

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

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WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of                     ,         .

Attest:		QUINTANA MARITIME LIMITED
		By:
Countersigned:
COMPUTERSHARE TRUST COMPANY, N.A.
Rights Agent
By:
	Authorized Signature

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Form of Reverse Side of Right Certificate

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

	(Please print name and address of transferee)
this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                                                                                  , Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.

Date:	,
		Signature

Signature Guaranteed:

Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program).

The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature

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Form of Reverse Side of Right Certificate — continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Right Certificate.)

To QUINTANA MARITIME LIMITED:

The undersigned hereby irrevocably elects to exercise                                          Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security

or other identifying number

(Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

(Please print name and address)

Dated:	,
		Signature

Signature Guaranteed:

Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program).

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Form of Reverse Side of Right Certificate — continued

The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature

NOTICE

The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.

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EXHIBIT C

SUMMARY OF RIGHTS TO PURCHASE

PREFERRED SHARES

On November 12, 2007, the Board of Directors of Quintana Maritime Limited (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Common Stock, par value $0.01 per share (the “Common Shares”) outstanding on November 22, 2007 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company, at a price of $75.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).

Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto.

The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on November 12, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below.

The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1000 times the aggregate payment made per Common Share. Each Preferred Share will have 1000 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1000 times the amount received per Common Share. These rights are protected by customary antidilution provisions.

Because of the nature of the Preferred Shares’ dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

From and after the time any Person becomes an Acquiring Person, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights.

In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of

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two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights.

At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.005 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated                          , 2007. A copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is hereby incorporated herein by reference.

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