exv10w5






Exhibit 10.5




Dated 28 January 2011




PORTOROSA MARINE CORP.

FLORAL MARINE LTD.

as joint and several Borrowers



-and-



THE BANKS AND FINANCIAL INSTITUTIONS

LISTED IN SCHEDULE 1

as Lenders



-and-



DEKABANK DEUTSCHE GIROZENTRALE

as Bookrunner and Arranger



-and-



DEKABANK DEUTSCHE GIROZENTRALE

as Agent and Security Trustee



 





SUPPLEMENTAL AGREEMENT



 





in relation to an Amended and Restated Loan Agreement

dated 27 October 2010 in respect of a loan facility of

up to US$120,000,000



WATSON, FARLEY & WILLIAMS

Piraeus



 









 





INDEX




	 	 	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 	 	 
	1

	 	DEFINITIONS
	 	 	2	 
	 
	 	 	 	 	 	 
	2

	 	REPRESENTATIONS AND WARRANTIES
	 	 	3	 
	 
	 	 	 	 	 	 
	3

	 	AGREEMENT OF THE CREDITOR PARTIES AND THE BORROWERS
	 	 	4	 
	 
	 	 	 	 	 	 
	4

	 	CONDITIONS PRECEDENT
	 	 	4	 
	 
	 	 	 	 	 	 
	5

	 	VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS
	 	 	5	 
	 
	 	 	 	 	 	 
	6

	 	CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS
	 	 	6	 
	 
	 	 	 	 	 	 
	7

	 	EXPENSES
	 	 	6	 
	 
	 	 	 	 	 	 
	8

	 	NOTICES
	 	 	7	 
	 
	 	 	 	 	 	 
	9

	 	LAW AND JURISDICTION
	 	 	7	 
	 
	 	 	 	 	 	 
	SCHEDULE 1 INDENTURE EXCERPT	 	 	10	 






 









 






THIS SUPPLEMENTAL AGREEMENT is dated 28 January 2011 and made




BETWEEN:





	(1)	 	PORTOROSA MARINE CORP. and FLORAL MARINE LTD., each a corporation incorporated under the laws
of the Republic of the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH96960 (the “Borrowers”);
	 
	(2)	 	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;
	 
	(3)	 	DEKABANK DEUTSCHE GIROZENTRALE, a company incorporated in the Federal Republic of Germany and
acting through its office at Mainzer Landstraße 16, 60329 Frankfurt am Main, Germany as
Bookrunner;
	 
	(4)	 	DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and
acting through its office at Mainzer Landstraße 16, 60329 Frankfurt am Main, Germany as
Arranger;
	 
	(5)	 	DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and
acting through its office at Mainzer Landstraße 16, 60329 Frankfurt am Main, Germany as Agent;
and
	 
	(6)	 	DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and
acting through its office at Mainzer Landstraße 16, 60329 Frankfurt am Main, Germany as
Security Trustee.





BACKGROUND





	(A)	 	By a loan agreement (the “Original Loan Agreement”) dated 16 February 2009 and made between
(i) Pueblo Holdings Ltd. (“Pueblo”) and Surf Maritime Co. (“Surf” and together with Pueblo,
the “Original Borrowers”) as joint and several borrowers, (ii) the Lenders, (iii) the
Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that
the Lenders would make available to the Original Borrowers a facility of up to US$120,000,000.
	 
	(B)	 	By a deed of accession, amendment, restatement and release dated 25 May 2009 and made between
(i) the Original Borrowers and Portorosa Marine Corp. (“Portorosa”) as borrowers, (ii) the
Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee,
it was (inter alia) agreed that Portorosa will become a party to the Original Loan Agreement
as joint and several borrower with Surf and Pueblo will be released from all its obligations
and liabilities under the Original Loan Agreement.
	 
	(C)	 	By an amended and restated loan agreement (the “First Amended Loan Agreement”) dated 25 May
2009 and made between (i) Portorosa and Surf as joint and several borrowers, (ii) the Lenders,
(iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was
agreed that the Lenders would make available to Portorosa and Surf a facility of up to
US$120,000,000 (the “Loan”).
	 
	(D)	 	By a guarantee dated 16 July 2009 (the “Corporate Guarantee”) made between Navios Maritime
Holdings Inc. as guarantor (the “Corporate Guarantor”) and the Security Trustee as security
trustee the Corporate Guarantor guaranteed the obligations of the Portorosa and Surf under the
First Amended Loan Agreement.
	 
	(E)	 	By a supplemental agreement (the “First Supplemental Agreement”) dated 16 July 2009 and made
between (i) Portorosa and Surf as joint and several borrowers, (ii) the Lenders, (iii) the
Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, the Lenders have
given their consent to the transfer of ownership of M.V. NAVIOS 




 









 






	 	 	HAPINNESS (the “Ship A”) at
the time registered in the ownership of Portorosa to
Kleimar Naamloze Vennootschap (Kleimar N.V.) (the “New Owner”) under the terms and
conditions set forth therein.






	(F)	 	By a guarantee dated 16 July 2009 (the “New Guarantee”) made between the New Owner as
guarantor and the Security Trustee as security trustee the New Owner guaranteed the
obligations of the Portorosa and Surf under the First Amended Loan Agreement as amended by
the First Supplemental Agreement.
	 
	(G)	 	By a side letter dated 20 May 2010 further amending and supplementing further the terms of
the Amended Loan Agreement (the “Side Letter”) is was agreed, inter alia, to release Surf
from its obligations under the Amended Loan Agreement as supplemented by the Supplemental
Agreement and the other Finance Documents to which Surf was a party following the sale of the
M.V. “NAVIOS POLLUX” at the time registered under Panamanian flag in the ownership of Surf
(“NAVIOS POLLUX”)
	 
	(H)	 	By a second deed of accession, amendment, restatement and release dated 27 October 2010 (the
“Deed of Accession, Amendment, Restatement and Release”) and made between, inter alios, (i)
the Borrowers as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the
Arranger, (v) the Agent and (vi) the Security Trustee, it was (inter alia) agreed that Floral
will become a party to the Amended Loan Agreement as amended by the Supplemental Agreement and
the Side Letter as joint and several borrower with Portorosa and Surf will be released from
all its obligations and liabilities under the Amended Loan Agreement as amended by the
Supplemental Agreement and the Side Letter.
	 
	(I)	 	By an amended and restated loan agreement (the “Loan Agreement”) dated 27 October 2010 and
made between (i) the Borrowers as joint and several borrowers, (ii) the Lenders, (iii) the
Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that
the amendments to the First Amended Loan Agreement as further amended by the First
Supplemental Agreement, the Side Letter and the Deed of Accession, Amendment, Restatement and
Release were incorporated to such Loan Agreement and that the Lenders would make available to
the Borrowers the loan under the conditions set for the therein.
	 
	(J)	 	The Borrowers and the New Owner and the Corporate Guarantor have requested that the Lenders
give their consent to the amendment of the certain terms of the Loan Agreement as set out in
Clause 5 and to the Corporate Guarantor issuing $350 million of notes under, and the Borrowers
issuing guarantees of the notes pursuant to, that certain indenture dated 28 January 2011
issued by the Corporate Guarantor, Navios Maritime Finance II (US) Inc. and the guarantors
party thereto, including the Borrowers, for 8 1/8% Senior Notes due on 15 February 2019 (with
the proceeds being used to purchase and/or redeem the Corporate Guarantor’s 91/2% Senior Notes
due 15 December 2014 (and to pay related fees and expenses and for general corporate
purposes).
	 
	(K)	 	This Agreement sets out the terms and conditions on which the Creditor Parties agree, with
effect on and from the Effective Date, to amend the Loan Agreement.





NOW THEREFORE IT IS HEREBY AGREED





	1	 	DEFINITIONS
	 
	1.1	 	Defined expressions. Words and expressions defined in the Loan Agreement (as hereby amended)
and the recitals hereto and not otherwise defined herein shall have the same meanings when
used in this Supplemental Agreement.
	 
	1.2	 	Definitions. In this Supplemental Agreement the words and expressions specified below shall
have the meanings attributed to them below:




2









 












	 	 	“Effective Date” means the date on which the conditions precedent in Clauses 3 are
satisfied;
	 
	 	 	“Confirmation of Corporate Guarantee” means a confirmation letter to be issued by the
Corporate Guarantor and to be addressed to the Security Trustee to be in such form and in
such terms as may be acceptable to the Lenders;
	 
	 	 	“Confirmation of New Guarantee” means a confirmation letter to be issued by the New Owner
and to be addressed to the Security Trustee to be in such form and in such terms as may be
acceptable to the Lenders
	 
	 	 	“Loan Agreement” means the amended and restated loan agreement dated 27 October 2010
referred to in Recital (I);
	 
	1.3	 	General Interpretation. Where the context so admits words importing the singular number only
shall include the plural and vice versa and words importing persons shall include firms and
corporations. Clause headings are inserted for convenience of reference only and shall be
ignored in construing this Supplemental Agreement. References to Clauses are to clauses of
this Supplemental Agreement save as may be otherwise expressly provided in this Supplemental
Agreement.
	 
	2	 	REPRESENTATIONS AND WARRANTIES
	 
	2.1	 	Repetition of Loan Agreement representations and warranties. Each Borrower hereby represents
and warrants to each Creditor Party, as at the date of this Supplemental Agreement, that the
representations and warranties set forth in clause 10 of the Loan Agreement (updated mutatis
mutandis to the date of this Supplemental Agreement) are true and correct as if all references
therein to “this Agreement” were references to the Loan Agreement as further amended by this
Supplemental Agreement.
	 
	2.2	 	General. Each Borrower hereby further represents and warrants to each Creditor Party that as
at the date of this Supplemental Agreement:
	 
	(a)	 	it is duly incorporated and validly existing and in good standing under the laws of the
Republic of the Marshall Islands and has full power to enter into and perform its obligations
under this Supplemental Agreement and has complied with all statutory and other requirements
relative to its business, and does not have an established place of business in any part of
the United Kingdom or the United States of America;
	 
	(b)	 	all necessary governmental or other official consents, authorisations, approvals, licences,
consents or waivers for the execution, delivery, performance, validity and/or enforceability
of this Supplemental Agreement and all other documents to be executed in connection with the
amendments to the Loan Agreement as contemplated hereby have been obtained and will be
maintained in full force and effect, from the date of this Supplemental Agreement and so long
as any moneys are owing under any of the Finance Documents and while all or any part of the
Loan remains outstanding;
	 
	(c)	 	it has taken all necessary corporate and other action to authorise the execution, delivery
and performance of its obligations under this Supplemental Agreement and such other documents
to which it is a party and such documents do or will upon execution thereof constitute the
valid and binding obligations of the Borrowers enforceable in accordance with their respective
terms;
	 
	(d)	 	the execution, delivery and performance of this Supplemental Agreement and all such other
documents as contemplated hereby does not and will not, from the date of this Supplemental
Agreement and so long as any moneys are owing under any of the Finance Documents and while all
or any part of the Loan remains outstanding, constitute a breach




3









 






	 	 	of any contractual restriction or any existing applicable law, regulation, consent or
authorisation binding on a Borrower or on any of its property or assets and will not result
in the creation or imposition of any security interest, lien, charge or encumbrance (other
than under the Finance Documents) on any of such property or assets; and






	(e)	 	it has fully disclosed in writing to each Creditor Party all facts which it knows or which it
should reasonably know and which are material for disclosure to each Creditor Party in the
context of this Supplemental Agreement and all information furnished by a Borrower or on its
behalf relating to its business and affairs in connection with this Supplemental Agreement was
and remains true, correct and complete in all material respects and there are no other
material facts or considerations the omission of which would render any such information
misleading.
	 
	3	 	AGREEMENT OF THE CREDITOR PARTIES AND THE BORROWERS
	 
	3.1	 	Agreement of the Creditor Parties. Each Creditor Party, relying upon each of the
representations and warranties set out in Clauses 2.1 and 2.2 of this Supplemental Agreement
and subject to and upon the terms and conditions of this Supplemental Agreement (including,
but not limited to, satisfaction of the terms of Clause 4), hereby agrees to enter into this
Supplemental Agreement with the Borrowers.
	 
	3.2	 	Agreement of the Borrowers. Each Borrower agrees and confirms that the Loan Agreement and
the Finance Documents shall remain in full force and effect and it shall remain liable under
the Loan Agreement and the Finance Documents to which it is a party for all obligations and
liabilities assumed by the Borrowers thereunder.
	 
	3.3	 	Effective Date. The agreement of the Creditor Parties contained in Clause 3.1 shall have
effect on and from the Effective Date.
	 
	4	 	CONDITIONS PRECEDENT
	 
	4.1	 	Conditions Precedent. The agreement of the Creditor Parties contained in Clause 3.1 of this
Supplemental Agreement shall be expressly subject to the condition that the Agent shall have
received in form and substance satisfactory to the Agent and its legal advisers on or before
the Effective Date:
	 
	(a)	 	evidence that the persons executing this Supplemental Agreement on behalf of the Borrowers
are duly authorised to execute the same on their behalf;
	 
	(b)	 	a certificate of an officer of each Borrower ,the Corporate Guarantor and the New Owner
confirming in each case the names of all the Directors and Shareholders of the each Borrower
and New Owner and the names of the Directors of the Corporate Guarantor and having attached
thereto true and complete copies of its incorporation and constitutional documents;
	 
	(c)	 	true and complete copies of the resolutions passed at separate meetings of the Directors and
Shareholders of each of the Borrowers and the New Owner and the resolutions passed at a
meeting of the Directors of the Corporate Guarantor authorising and approving the execution of
this Supplemental Agreement, the Confirmation of the New Guarantee and the Confirmation of the
Corporate Guarantee to which each of the Borrowers, the New Owner and the Corporate Guarantor
is or is to be a party and any other document or action to which it is or is to be a party
and authorising its directors or other representatives to execute the same on its behalf;
	 
	(d)	 	the original of any power of attorney under which this Supplemental Agreement, the
Confirmation of the New Guarantee and the Confirmation of the Corporate Guarantee and any
other document is executed on behalf of a Borrower, the New Owner and the Corporate Guarantor;




4









 












	(e)	 	the Corporate Guarantor executes a confirmation of the Corporate Guarantee;
	 
	(f)	 	the New Owner executes a confirmation of the new Guarantee;
	 
	(g)	 	certified copies of all documents (with a certified translation if an original is not in
English) evidencing any other necessary action, approvals or consents with respect to this
Supplemental Agreement and the Finance Documents (including without limitation) all necessary
governmental and other official approvals and consents in such pertinent jurisdictions as the
Agent deems appropriate;
	 
	(h)	 	favourable legal opinions from lawyers appointed by the Agent on such matters concerning the
laws of Marshall Islands and Belgium and such other relevant jurisdictions as the Agent may
require;
	 
	(i)	 	evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for
service of process under this Supplemental Agreement and each of the documents to which each
of the Borrowers, the New Owner and the Corporate Gurantor is or is to be a party; and
	 
	(j)	 	such other documents or evidence as the Agent may require.
	 
	5	 	VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS
	 
	5.1	 	Specific amendments to Loan Agreement. In consideration of the agreement of the Creditor
Parties contained in Clause 3.1 of this Supplemental Agreement each Borrower hereby agrees
with each Creditor Party that from the Effective Date, the provisions of the Loan Agreement
shall be varied and/or amended and/or supplemented as follows:
	 
	(a)	 	by deleting the definition of “Indenture” in Clause 1.1 and replacing it with the following
definition:
	 
	 	 	“Indenture” means the Indenture dated as of 28 January 2011 issued by the Corporate
Guarantor and others for the issuing of 8 1/8% Senior Notes due on 15 February 2019;
	 
	(b)	 	by deleting Clause 11.4 and replacing it with the following:
	 
	 	 	“11.4 No other liabilities or obligations to be incurred. Neither Borrower will incur any
liability or obligation except liabilities and obligations (a) under the Shipbuilding
Contract, the Indenture and the Finance Documents to which it is a party, (b) reasonably
incurred in the ordinary course of its business of operating and chartering its Ship and (c)
permitted to be incurred pursuant to the Indenture Excerpt; and all other matters reasonably
incidental thereto.”;
	 
	(c)	 	by deleting the Indenture Excerpt from Schedule 7 and replacing it with the Indenture Excerpt
set out in the Schedule attached to this Supplemental Agreement;
	 
	(d)	 	by construing all references therein to “this Agreement” where the context admits as being
references to “this Agreement as the same is amended and supplemented by this Supplemental
Agreement and as the same may from time to time be further supplemented and/or amended”; and
	 
	(e)	 	by construing references to each of the Finance Documents as being references to each such
document as it is from time to time supplemented and/or amended.
	 
	5.2	 	Amendments to Finance Documents. With effect on and from the date of this Supplemental
Agreement each of the Finance Documents other than the Loan Agreement shall be, and shall be
deemed by this Agreement to have been, amended as follows:




5









 












	(a)	 	the definition of, and references throughout each of the Finance Documents to, the Loan
Agreement and any of the other Finance Documents shall be construed as if the same referred to
the Loan Agreement and those Finance Documents as amended and supplemented by this
Supplemental Agreement; and
	 
	(b)	 	by construing references throughout each of the Finance Documents to “this Agreement”, “this
Deed”, “hereunder and other like expressions as if the same referred to such Finance Documents
as amended and supplemented by this Supplemental Agreement.
	 
	5.3	 	Finance Documents to remain in full force and effect. The Finance Documents shall remain in
full force and effect as amended and supplemented by:
	 
	(a)	 	the amendments to the Finance Documents contained or referred to in Clauses 5.1 and 5.2; and
	 
	(b)	 	such further or consequential modifications as may be necessary to make the same consistent
with, and to give full effect to, the terms of this Supplemental Agreement.
	 
	6	 	CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS
	 
	6.1	 	Each Borrower’s and each Security Party’s obligation to execute further documents etc. Each
Borrower and each Security Party shall:
	 
	(a)	 	execute and deliver to the Agent (or as it may direct) any assignment, mortgage, power of
attorney, proxy or other document, governed by the law of England or such other country as the
Agent may, in any particular case, specify;
	 
	(b)	 	effect any registration or notarisation, give any notice or take any other step,
	 
	 	 	which the Agent may, by notice to the Borrowers, specify for any of the purposes described
in Clause 6.2 or for any similar or related purpose.
	 
	6.2	 	Purposes of further assurances. Those purposes are:
	 
	(a)	 	validly and effectively to create any Security Interest or right of any kind which the Agent
intended should be created by or pursuant to the Loan Agreement or any other Finance Document,
each as amended and supplemented by this Supplemental Agreement, and
	 
	(b)	 	implementing the terms and provisions of this Supplemental Agreement.
	 
	6.3	 	Terms of further assurances. The Agent may specify the terms of any document to be executed
by a Borrower or any Security Party under Clause 6.1, and those terms may include any
covenants, powers and provisions which the Agent considers appropriate to protect its
interests.
	 
	6.4	 	Obligation to comply with notice. Each Borrower or any Security Party shall comply with a
notice under Clause 6.1 by the date specified in the notice.
	 
	7	 	EXPENSES
	 
	7.1	 	General. Each Borrower agrees to pay to the Lender upon demand and from time to time all
costs, charges and expenses (including legal fees) incurred by the Lender in connection with
the preparation, negotiation, execution and (if required) registration or preservation of
rights under the enforcement or attempted enforcement of the Loan Agreement, this Supplemental
Agreement and the Finance Documents or otherwise in connection with the Loan or any part
thereof.




6









 












	8	 	NOTICES
	 
	8.1	 	General. The provisions of Clause 29 (Notices) of the Loan Agreement shall apply to this
Supplemental Agreement as if the same were set out herein in full.
	 
	9	 	LAW AND JURISDICTION
	 
	9.1	 	English Law. This Supplemental Agreement and any non-contractual obligations arising out of
or in connection with it shall be governed by and construed in accordance with English law.
	 
	9.2	 	Exclusive English jurisdiction. Subject to Clause 9.3, the courts of England shall have
exclusive jurisdiction to settle any Dispute.
	 
	9.3	 	Choice of forum for the exclusive benefit of Creditor Parties. Clause 9.2 is for the
exclusive benefit of the Creditor Parties, each of which reserves the right:
	 
	(a)	 	to commence proceedings in relation to any Dispute in the courts of any country other than
England and which have or claim jurisdiction to that Dispute; and
	 
	(b)	 	to commence such proceedings in the courts of any such country or countries concurrently with
or in addition to proceedings in England or without commencing proceedings in England.
	 
	 	 	Neither Borrower shall commence any proceedings in any country other than England in
relation to a Dispute.
	 
	9.4	 	Process Agent. Each Borrower irrevocably appoints HFW Nominees Limited at its registered
office for the time being, presently at Friary Court, 65 Crutched Friars, London EC3N 3AE,
England for the time being to act as its agent to receive and accept on its behalf any process
or other document relating to any proceedings in the English courts which are connected with a
Dispute.
	 
	9.5	 	Creditor Party Rights unaffected. Nothing in this Clause 9 shall exclude or limit any right
which any Creditor Party may have (whether under the law of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the service of process,
the recognition or enforcement of a judgment or any similar or related matter in any
jurisdiction.
	 
	9.6	 	Meaning of proceedings. In this Clause 9, “proceedings” means proceedings of any kind,
including an application for a provisional or protective measure and a “Dispute” means any
dispute arising out of or in connection with this Supplemental Agreement (including a dispute
relating to the existence, validity or termination of this Supplemental Agreement) or any
non-contractual obligation arising out of or in connection with this Supplemental Agreement.




THIS SUPPLEMENTAL AGREEMENT has been entered into on the date stated at the beginning of this
Supplemental Agreement.




	 	 	 	 	 	 	 

	THE BORROWERS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Alexandros Laios

	 	 	)	 	 	/s/ Alexandros Laios
	for and on behalf of

	 	 	)	 	 	 
	PORTOROSA MARINE
CORP.

	 	 	)	 	 	 






7









 






	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 
	Alexandros Laios

	 	 	)	 	 	/s/ Alexandros Laios
	for and on behalf of

	 	 	)	 	 	 
	FLORAL MARINE CORP.

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE LENDERS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Catriona Henderson

	 	 	)	 	 	/s/ Catriona Henderson
	for and on behalf of

	 	 	)	 	 	Attorney-in-Fact
	DEKABANK DEUTSCHE

	 	 	)	 	 	 
	GIROZENTRALE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE BOOKRUNNER
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Catriona Henderson

	 	 	)	 	 	/s/ Catriona Henderson
	for and on behalf of

	 	 	)	 	 	Attorney-in-Fact
	DEKABANK DEUTSCHE

	 	 	)	 	 	 
	GIROZENTRALE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE ARRANGER
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Catriona Henderson

	 	 	)	 	 	/s/ Catriona Henderson
	for and on behalf of

	 	 	)	 	 	Attorney-in-Fact
	DEKABANK DEUTSCHE

	 	 	)	 	 	 
	GIROZENTRALE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE AGENT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Catriona Henderson

	 	 	)	 	 	/s/ Catriona Henderson
	for and on behalf of

	 	 	)	 	 	Attorney-in-Fact
	DEKABANK DEUTSCHE

	 	 	)	 	 	 
	GIROZENTRALE

	 	 	)	 	 	 






8









 






	 	 	 	 	 	 	 

	THE SECURITY TRUSTEE
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Catriona Henderson

	 	 	)	 	 	/s/ Catriona Henderson
	for and on behalf of

	 	 	)	 	 	Attorney-in-Fact
	DEKABANK DEUTSCHE

	 	 	)	 	 	 
	GIROZENTRALE

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Witness to all

	 	 	)	 	 	 
	the above signatures

	 	 	)	 	 	/s/ Efstratios Paschalidis






Name: Efstratios Paschalidis

Address: Attorney-at-Law



Watson, Farley & Williams

89 Akti Miaouli

Piraeus 185 33 Greece





9