Second Supplemental Agreement



 Exhibit 10.3 
 Private and Confidential 
 Date 30 March 2012 

NOSTOS SHIPMANAGEMENT CORP. 
 and 
 RED ROSE SHIPPING CORP. 

as Borrowers 
 COMMERZBANK AG 
 as Lenders 

COMMERZBANK AG 
 as Arranger, Swap Bank, Agent, Account Bank 
 and Security Trustee

  

					
		 	  
	 	
		 		 	
		 	SECOND SUPPLEMENTAL AGREEMENT	 	
		 	  
	 	

 in relation to a Facility Agreement dated 24 June 2009 (as amended) 

for a term loan facility of up to US$240,000,000 
 INCE & CO 
 PIRAEUS 







 Index 

 

							
	Clause	  	Page No	 
			
	 1
	 	 INTERPRETATION
	  	 	3	  
			
	 2
	 	 AGREEMENT OF THE LENDERS
	  	 	3	  
			
	 3
	 	 CONDITIONS PRECEDENT
	  	 	3	  
			
	 4
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	4	  
			
	 5
	 	 AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS
	  	 	4	  
			
	 6
	 	 FURTHER ASSURANCES
	  	 	5	  
			
	 7
	 	 FEES AND EXPENSES
	  	 	6	  
			
	 8
	 	 NOTICES AND OTHER MATTERS
	  	 	6	  
			
	 9
	 	 SUPPLEMENTAL
	  	 	6	  
			
	 10
	 	 LAW AND JURISDICTION
	  	 	7	  








 THIS AGREEMENT is made on 30 March 2012 

BETWEEN 
  

	(1)	NOSTOS SHIPMANAGEMENT CORP. and RED ROSE SHIPPING CORP. as Borrowers; 


 

	(2)	COMMERZBANK AG as Lenders; 

  

	(3)	COMMERZBANK AG as Arranger, Agent, Account Bank and Security Trustee; and 


 

	(4)	COMMERZBANK AG as Swap Bank. 


BACKGROUND 
  

	(A)	By a Facility Agreement dated 24 June 2009 (as amended by a supplemental agreement dated 28 January 2011) and made between the parties hereto, the Lenders
made available to the Borrowers a term loan of (originally) up to US$240,000,000. 

  

	(B)	The Borrowers have made a request to the Lenders that they agree to amend certain terms of the Facility Agreement, and this Agreement sets out the terms and conditions
on which the Lenders agree thereto. 

 IT IS AGREED as follows: 

 

	1	INTERPRETATION 

  

	1.1	Defined expressions. Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Agreement unless the context
otherwise requires. 

  

	1.2	Definitions. In this Agreement, unless the contrary intention appears: 

 “Facility Agreement” means the Facility Agreement referred to in Recital (A). 
  

	1.3	Application of construction and Interpretation provisions of Facility Agreement. Clauses 1.3, 1.4, 1.5 and 1.6 of the Facility Agreement apply, with any
necessary modifications, to this Agreement. 

  

	2	AGREEMENT OF THE LENDERS 

  

	2.1	Lenders’ consent. The Lenders hereby agree to the amendments to the Facility Agreement set out in Clause 5 on condition that: 


 

	2.1.1	the Agent, or its authorised representative, has received the documents and evidence specified in Clause 3.1 in form and substance satisfactory to the Agent; and


  

	2.1.2	the representations and warranties contained in clause 4 are then true and correct as if each was made with respect to the facts and circumstances existing at such
time. 

  

	3	CONDITIONS PRECEDENT 

  

	3.1	Conditions precedent. The conditions referred to in Clause 2.1.1 are that the Agent shall have received the following documents: 


 

	(a)	Corporate documents 








 Certified Copies of all documents which evidence or relate to the constitution of each
Borrower and its current corporate existence; 
  

	(b)	Corporate authorities 

  

	 	(i)	Certified Copies of resolutions of the directors of each of the Borrowers approving this Supplemental Agreement to which it is a party and authorising the execution and
delivery thereof and performance of the Borrowers’ obligations thereunder, additionally certified by an officer of such Borrower as having been duly passed at a duly convened meeting of the directors of such Borrower and not having been
amended, modified or revoked and being in full force and effect; and 

  

	 	(ii)	originals or Certified Copies of any powers of attorney issued by any Borrower pursuant to such resolutions 


 

	(c)	Certificate of incumbency 

 a
list of directors and officers of each Borrower, specifying the names and positions of such persons, certified by an officer of such Borrower to be true, complete and up to date; 

 

	(d)	London agent 

 documentary
evidence that the agent for service of process named in clause 19 of the Facility Agreement has accepted its appointment in respect of this Agreement; 
  

	(e)	Acknowledgment 

 an
acknowledgement (in a letter or otherwise) signed by each Security Party (other than the Borrowers) in such form as the Agent and the Majority Lenders may require in their sole discretion acknowledging the terms of this Agreement; and 

 

	(f)	Further opinions, etc 

 any
further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Agent may request by notice to the Borrowers. 

 

	4	REPRESENTATIONS AND WARRANTIES 

  

	4.1	Repetition of Facility Agreement representations and warranties. Each Borrower represents and warrants to each Bank that the representations and
warranties in clause 7 of the Facility Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with
reference to the circumstances now existing. 

  

	5	AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS 

  

	5.1	Specific amendments to Facility Agreement. With effect on and from the date hereof the Facility Agreement shall be, and shall be deemed by this Agreement to be,
amended as follows: 

  

	 	(a)	by deleting the definition of “Required Security Amount” and replacing it with: 


“Required Security Amount” means the amount in USD (as certified by the Agent) which is at any relevant time the
Relevant Percentage of the aggregate of the Loan and any Swap Exposure where “Relevant Percentage” means: 
  

	 	(i)	during 2009, 118%; and 









	 	(ii)	thereafter up to and including 31 March 2013, 125%; 

  

	 	(iii)	thereafter up to and including 31 December 2013, 143%; and 

  

	 	(iv)	thereafter, 154%;” 

  

	 	(b)	by adding at the end of the first paragraph of clause 4.1.1 the words “PROVIDED THAT, notwithstanding any other provisions of this Agreement, any prepayment in the
amount of USD12,000,000 which shall be made by the Borrowers in March 2012 shall be applied (i) as to USD7,000,000, in reducing the Balloon Instalments by USD3,500,000 each and (ii) as to USD5,000,000, equally between the Tranches in
reducing the next (after 30 March 2012) four repayment instalments of each Tranche by USD625,000 each.” 

  

	 	(c)	by deleting clause 4.7.2 and replacing it with: 

 “4.7.2 Any amounts prepaid pursuant to clause 4.2 shall be applied against the Loan in reducing the repayment instalments in such manner and order as shall be agreed between the parties hereto, and
in the absence of such agreement, in such manner and order as the Lenders shall require.” 
  

	 	(d)	by construing references throughout to “this Agreement”, “hereunder” and other like expressions as if the same referred to the Facility Agreement as
amended and supplemented by this Agreement. 

  

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

  

	 	(a)	the definition of, and references throughout each of the Security Documents to, the Facility Agreement and any of the other Security Documents shall be construed as if
the same referred to the Facility Agreement and those Security Documents as amended and supplemented by this Agreement; 

  

	 	(b)	by construing references throughout each of the Security Documents to “this Agreement”, “this Deed”, “hereunder” and other like
expressions as if the same referred to such Security Documents as amended and supplemented by this Agreement. 

  

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


  

	 	(a)	the amendments to the Security Documents contained or referred to in Clauses 5.1 and 5.2; and 


 

	 	(b)	such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement. 


 

	6	FURTHER ASSURANCES 

  

	6.1	Borrowers’ obligation to execute further documents etc. The Borrowers shall, and shall procure that any other party to any Security Document 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 or other party, specify for any of the
purposes described in Clause 6.2 or for any similar or related purpose. 

  

	6.2	Purposes of further assurances. Those purposes are: 

  

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

  

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

  

	6.3	Terms of further assurances. The Agent may specify the terms of any document to be executed by the Borrowers or any other 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. The Borrowers shall comply with a notice under Clause 6.1 by the date specified in the notice. 


 

	6.5	Additional corporate action. At the same time as the Borrowers or any other party delivers to the Agent any document executed under Clause 6.1(a), the Borrowers
or such other party shall also deliver to the Agent a certificate signed by 2 of the Borrower’s or that other party’s directors which shall: 

  

	 	(a)	set out the text of a resolution of each Borrower’s or that other party’s directors specifically authorising the execution of the document specified by the
Agent, and 

  

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


 

	7	FEES AND EXPENSES 

  

	7.1	Expenses. The provisions of clause 5 (Fees and Expenses) of the Facility Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement
as if they were expressly incorporated in this Agreement with any necessary modifications. 

  

	8	NOTICES AND OTHER MATTERS 

  

	8.1	General. The provisions of clause 17 (Notices and other matters) of the Facility Agreement, as amended and supplemented by this Agreement, shall apply to this
Agreement as if they were expressly incorporated in this Agreement with any necessary modifications. 

  

	9	SUPPLEMENTAL 

  

	9.1	Counterparts. This Agreement may be executed in any number of counterparts. 









	9.2	Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
benefit of any term of this Agreement. 

  

	10	LAW AND JURISDICTION 

  

	10.1	Governing law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with
English law. 

  

	10.2	Incorporation of the Facility Agreement provisions. The provisions of clauses 18 and 19 (Governing Law and Jurisdiction) of the Facility Agreement, as amended
and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications. 

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

 

					
	SIGNED as a deed for and on behalf of	 	)	 	/s/ Alexandros Laios
	NOSTOS SHIPMANAGEMENT CORP.	 	)	 	
	by Alexandros Laios	 	)	 	
	(as Borrower under and pursuant to	 	)	 	
	a power of attorney dated 28 March 2012)	 	)	 	
			
	SIGNED as a deed for and on behalf of	 	)	 	/s/ Alexandros Laios
	RED ROSE SHIPPING CORP.	 	)	 	
	by Alexandros Laios	 	)	 	
	(as Borrower under and pursuant to	 	)	 	
	a power of attorney dated 28 March 2012)	 	)	 	
			
	SIGNED by Robin Parry	 	)	 	/s/ Robin Parry
	for and on behalf of	 	)	 	
	COMMERZBANK AG	 	)	 	
	(as a Lender)	 	)	 	
			
	SIGNED by Robin Parry	 	)	 	/s/ Robin Parry
	for and on behalf of	 	)	 	
	COMMERZBANK AG	 	)	 	
	(as Account Bank, Arranger, Agent,	 	)	 	
	Swap Bank and Security Trustee	 	)	 	
			
	Witness to all the above	 	)	 	
	Signatures: /s/ Anthony Paizes	 	)	 	
	Name: Anthony Paizes	 	)	 	
	Address: Ince & Co.	 	)	 	
	    Akti Miaouli 47 - 49
	 		 	
	    Piraeus 185 36
	 		 	
	    Greece
	 		 	








 We on this 30th day of March 2012 hereby confirm and acknowledge that we have read and understood the terms and conditions of the
above Second Supplemental Agreement and agree in all respects to the same and confirm that the Security Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the
Borrowers under the Facility Agreement (as amended by the Second Supplemental Agreement) and shall, without limitation, secure the Loan. 
  

					
	 /s/ Vasiliki Papaefthymious
	 		 	 /s/ Vasiliki Papaefthymious

	VASILIKI PAPAEFTHYMIOU	 		 	VASILIKI PAPAEFTHYMIOU
	For and on behalf of	 		 	For and on behalf of
	NAVIOS MARITIME HOLDINGS INC	 		 	NAVIOS SHIPMANAGEMENT INC.
			
	 /s/ Vasiliki Papaefthymious
	 		 	
	VASILIKI PAPAEFTHYMIOU	 		 	
	For and on behalf of	 		 	
	ANEMOS MARITIME HOLDINGS INC.