exv10w9







Exhibit 10.9



F21.088




DATED 14 July 2010




GRAND AFFECTION S.A.

GRAND AFFINITY S.A.

(as Borrowers)



- and —



DVB BANK SE

and others

(as Lenders)



- and -



DVB BANK SE

(as Agent)



- and -



DVB BANK SE

(as Security Agent)



 





SUPPLEMENTAL AGREEMENT

TO A SECURED LOAN FACILITY AGREEMENT

DATED 9 JULY 2010



 





STEPHENSON HARWOOD

Ariston Building

2 Filellinon Street & Akti Miaouli

Piraeus 185 36

Greece

Tel: +30 210 4295 160

Fax: +30 210 4295 166

Ref: F21.088



 









 





CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1 Interpretation
	 	 	1	 
	 
	2 Conditions
	 	 	3	 
	 
	3 Representations and Warranties
	 	 	5	 
	 
	4 Amendments to Loan Agreement and the Security Documents
	 	 	5	 
	 
	5 Confirmation and Undertaking
	 	 	13	 
	 
	6 Communications, Law and Jurisdiction
	 	 	13	 
	 
	Schedule 1
	 	 	14	 
	Effective Date Confirmation
	 	 	14	 







 











 






SUPPLEMENTAL AGREEMENT




Dated: 14 July 2010




BETWEEN:-





	(1)	 	GRAND AFFECTION S.A. (“Affection”) and GRAND AFFINITY S.A. (“Affinity”), each a company
incorporated under the laws of the Marshall Islands with its registered office at c/o The
Trust Company of the Marshall Islands Inc., The Trust Company Complex, Ajeltake Island,
Ajeltake Road, Majuro, Marshall Islands M.H. 96960; and (together the “Borrowers” and each a
“Borrower”) jointly and severally; and
	 
	(2)	 	the banks listed in schedule 1 of the loan agreement, each acting through its office at the
address indicated against its name in schedule 1 (together the “Lenders” and each a “Lender”);
and
	 
	(3)	 	DVB BANK SE, acting as agent, as underwriter and as arranger through its office at Platz der
Republik 6, D-60325 Frankfurt am Main, Federal Republic of Germany (in that capacity the
“Agent”); and
	 
	(4)	 	DVB BANK SE, acting as security agent through its office at Platz der Republik 6, D-60325
Frankfurt am Main, Federal Republic of Germany (in that capacity the “Security Agent”).




SUPPLEMENTAL TO a Secured Loan Facility Agreement dated 9 July 2010 (the “Loan Agreement”) made
between (1) the Lenders, as lenders, (2) the Agent, acting as agent for the Lenders, (3) the
Security Agent, acting as security agent for the Lenders and (4) the Borrowers, each of the
Republic of the Marshall Islands, as joint and several borrowers, on the terms and subject to the
conditions of which the Lenders have agreed to advance to the Borrowers, on a joint and several
basis, an aggregate amount not exceeding forty eight million United States Dollars (US$48,000,000)
(the “Loan”) in order to assist the Borrowers in pre-delivery and post-delivery finance of part of
the aggregate Contract Price of the Vessels and to refinance certain Existing Indebtedness.










 









 







WHEREAS:-





	(A)	 	The Borrowers have requested that the Corporate Guarantor and the Personal Guarantors be
released from the Corporate Guarantee and the Personal Guarantees respectively and that the
Agent agrees to accept the New Corporate Guarantor in its stead as a replacement corporate
guarantor.
	 
	(B)	 	The Lenders, the Agent, Security Agent, the Borrowers, the Corporate Guarantor and the
Personal Guarantors have agreed to amend the Loan Agreement on the terms and subject to the
conditions contained in this Supplemental Agreement.





IT IS AGREED THAT:-





	1	 	Interpretation






	 	1.1	 	In this Supplemental Agreement the following words and expressions shall have
the following meanings:-






	 	1.1.1	 	“Additional Security Documents” means this Supplemental
Agreement, the New Corporate Guarantee and any other agreement or document
which may at any time be executed by any person as additional security for the
payment of all or any part of the Indebtedness.
	 
	 	1.1.2	 	“Bonds” means the senior, unsecured, unlisted and unrated
convertible 7% notes.
	 
	 	1.1.3	 	“Bond Agent” means Marfin Egnatia Bank S.A. and/or any of its
affiliates as agent for the bond holders in relation to the IBG Bond Issue.
	 
	 	1.1.4	 	“Effective Date” means the date on which the Agent confirms to
the Borrowers in writing substantially in the form set out in Schedule 1 that
all of the conditions referred to in Clause 2.1 have been satisfied, which
confirmation the Agent shall be under no obligation to give if an Event of
Default shall have occurred.
	 
	 	1.1.5	 	“IBG” means Investment Bank of Greece.




2









 






	 	1.1.6	 	“IBG Bond Issue” means the issue by the New Corporate
Guarantor of the one hundred and forty five million Dollars ($145,000,000)
Bonds, initially purchased by Focus Maritime Corp. and IBG and having the Bond
Agent as agent for the bond holders.
	 
	 	1.1.7	 	“New Corporate Guarantee” means the guarantee and indemnity of
the New Corporate Guarantor in favour of the Security Agent in such form and
containing such terms and conditions as the Security Agent shall require.
	 
	 	1.1.8	 	“New Corporate Guarantor” means Newlead Holdings Ltd. a
company duly incorporated and existing under the laws of Bermuda and/or (where
the context permits) any other person or company who shall at any time during
the Facility Period give to the Security Agent a guarantee and/or indemnity for
the repayment of all or part of the Indebtedness.
	 
	 	1.1.9	 	“Supplemental Agreement” means the agreement herein contained.






	 	1.2	 	All words and expressions defined in the Loan Agreement shall have the same
meaning when used in this Supplemental Agreement unless the context otherwise requires,
and clause 1.2 of the Loan Agreement shall apply to the interpretation of this
Supplemental Agreement as if it were set out in full.
	 
	 	1.3	 	All obligations, representations, warranties, covenants and undertakings of the
Borrowers under or pursuant to this Supplemental Agreement shall, unless otherwise
expressly provided, be entered into, made or given by them jointly and severally.






	2	 	Conditions






	 	2.1	 	Before Clause 4 of this Supplemental Agreement shall take effect, the Security
shall deliver or cause to be delivered to or to the order of the Agent the following
documents and evidence:-






	 	2.1.1	 	A certificate from a duly authorised officer of each of the
Security Party confirming that none of the documents delivered to the Lender
pursuant to Schedule 2, Part I and Schedule 2, Part II of the Loan Agreement
have been amended or modified in any way since the date




3









 






	 	 	 	of their delivery to the Agent, or copies, certified by a duly
authorised officer of the Security Party in question as true, complete,
accurate and neither amended nor revoked, of any which have been amended
or modified.






	 	2.1.2	 	A copy, certified by a director or the secretary of the
Security Party in question as true, complete and accurate and neither amended
nor revoked, of a resolution of the directors and a resolution of the
shareholders of each Security Party (together, where appropriate, with signed
waivers of notice of any directors’ or shareholders’ meetings) approving, and
authorising or ratifying the execution of, the Additional Security Documents.
	 
	 	2.1.3	 	The legalised power of attorney of each of the Security
Parties under which the Additional Security Documents to which that Security
Party is to be a party, are to be executed by that Security Party.
	 
	 	2.1.4	 	A certificate of good standing in respect of each Security
Party.
	 
	 	2.1.5	 	The Additional Security Documents, together with all
notices and other documents required by any of them, duly executed.
	 
	 	2.1.6	 	A letter from Holman Nominees Limited, Marlow House, Lloyds
Avenue, London EC3N 3AL, England (tel.: + 44 (0) 20 7488 2300 / Fax: +
44 (0) 20 7481 0316) accepting their appointment by each of the Security
Parties as agent for service of proceedings pursuant to this Supplemental
Agreement.
	 
	 	2.1.7	 	If required by the Agent, confirmation satisfactory to the
Lenders that all legal opinions required by the Lender will be given
substantially in the form required by the Agent.
	 
	 	2.1.8	 	Evidence of the transfer of the ultimate beneficial ownership
of the Vessels from the Corporate Guarantor to the New Corporate Guarantor to
be provided by the Borrowers to the Agent.




4









 












	 	2.1.9	 	Evidence acceptable to Lenders that funds being made available
by the IBG Bond Issue can be used for equity installments for the Vessels.






	 	2.2	 	If the Agent agrees to waive any conditions under Clause 2.1, the Borrowers
undertake to deliver all outstanding documents and evidence to or to the order of the
Agent no later than the date specified by the Agent, which however, shall not be taken
as a waiver of the Agent’s right to require production of all the documents and
evidence required by Clause 2.1.
	 
	 	2.3	 	All documents and evidence delivered to the Agent pursuant to this Clause shall:-






	 	2.3.1	 	be in form and substance acceptable to the Agent;
	 
	 	2.3.2	 	be accompanied, if required by the Agent, by translations into
the English language, certified in a manner acceptable to the Agent; and
	 
	 	2.3.3	 	if required by the Agent, be certified, notarised, legalised
or attested in a manner acceptable to the Agent.






	3	 	Representations and Warranties
	 
	 	 	Each of the representations and warranties contained in clause 11 of the Loan Agreement
shall be deemed repeated by the Borrowers at the date of this Supplemental Agreement and at
the Effective Date, by reference to the facts and circumstances then pertaining, as if
references to the Finance Documents included this Supplemental Agreement.
	 
	4	 	Amendments to the Loan Agreement and the Security Documents
	 
	 	 	With effect from the Effective Date, the Loan Agreement and the Security Documents shall be
read and construed as if:-






	 	4.1	 	the definitions of “Corporate Guarantor” and “Corporate Guarantee” set out in
Clause 1.1 of the Loan Agreement were deleted and replaced with the definitions of New
Corporate Guarantor and New Corporate Guarantee respectively;
	 
	 	4.2	 	all references in the Loan Agreement and the Security Documents to “Corporate
Guarantee” and “Corporate Guarantor” were references to the “New Corporate Guarantee”
and “New Corporate Guarantor” respectively;




5









 












	 	4.3	 	the definition of “Security Parties” set out in clause 1.1 of the Loan
Agreement was amended to include the New Corporate Guarantor and exclude the Corporate
Guarantor and the Personal Guarantors;
	 
	 	4.4	 	the definition of “Security Documents” set out in clause 1.1 of the Loan
Agreement was amended to include the Additional Security Documents and exclude the
Corporate Guarantee and the Personal Guarantees;
	 
	 	4.5	 	clause 12.2.1 of the Loan Agreement shall be deleted and replaced with the
following:-






	 	 	 	“12.2.1 The Borrower shall:






	 	12.2.1.1	 	procure that the New Corporate Guarantor shall at all times during
the Facility Period:






	 	(a)	 	maintain an Equity Ratio of not less than:






	 	(i)	 	from the
Financial Quarter Day ending on 30 June 2012 until the
Financial Quarter Day ending on 30 June 2013, 25%; and
	 
	 	(ii)	 	from the
Financial Quarter Day ending on 30 June 2013 onwards,
30%;






	 	(b)	 	maintain on a consolidated
basis the Minimum Liquidity;
	 
	 	(c)	 	maintain on a consolidated
basis on each Financial Quarter Day, Working Capital of not
less than zero Dollars ($0);
	 
	 	(d)	 	maintain a ratio of EBITDA to
Interest Payable on a trailing four (4) Financial Quarter basis
of not less than:




6









 












	 	(i)	 	from the
Financial Quarter Day ending on 30 June 2012 until the
Financial Quarter Day ending on 30 June 2013, 2.00 to
1.00; and
	 
	 	(ii)	 	from the
Financial Quarter Day ending on 30 June 2013 onwards,
2.50 to 1.00; and






	 	(e)	 	maintain free Cash in an amount
which is no less than five million Dollars ($5,000,000).






	 	 	 	The financial covenants contained in this Clause 12.2.1.1 (a) — (d)
shall be tested quarterly on the basis of the quarterly Financial
Statements provided under Clause 12.1.1 and Clause 12.1.3 and shall
be confirmed in the relevant Compliance Certificate and the
financial covenants contained in this Clause 12.2.1.1 (e) shall be
tested monthly by the provisions of bank statements in form and
substance acceptable to the Agent.”;
	 
	 	12.2.1.2	 	procure that the New Corporate Guarantor as soon as possible, but in no
event no later than twenty one (21) days after the end of each month in each
financial year provide to the Agent a cash balance report showing (a) Minimum
Liquidity, (b) detailed break down of unrestricted cash, restricted cash,
unrestricted cash equivalents and restricted cash equivalents of the New
Corporate Guarantor, (c) the unutilised funds under the IBG Bond Issue and (d)
the unutilised overdraft limits and the identity of the banks that these relate
to; and
	 
	 	12.2.1.3	 	maintain at any time following each Vessel’s delivery, the Minimum
Liquidity Reserve (which is included in the total sum of the Minimum Liquidity
and which is identifiable on a per Vessel basis in the relevant monthly bank
statements) in respect of each Vessel and as soon as possible, but in no event
later than twenty one (21) days after the end of each month in each financial
year provide to the Agent a cash balance report showing each Borrower’s
unrestricted Cash balances.




7









 












	 	4.6	 	clause 12.1.3 of the Loan Agreement shall be deleted and replaced with the
following:-
	 
	 	 	 	“12.1.3 Interim Financial Statements The Borrowers shall supply to the Agent and
shall procure that the New Corporate Guarantor supplies to the Agent as soon as the
same become available, but in any event within 90 days after the end of each
financial quarter, each Borrower’s quarterly management accounts for that quarter
and the New Corporate Guarantor’s quarterly interim Financial Statement for that
quarter.”
	 
	 	4.7	 	clause 12.2.2 of the Loan Agreement shall be deleted and replaced with the
following:-






	 	“12.2.2 	 	The expressions used in Clause 12.2.1 shall be construed in accordance with GAAP, and for the purposes of Clause 12.2.1:






“Borrowed Money” means Indebtedness in respect of (i) money borrowed or
raised and debit balances at banks, (ii) any bond, note, loan stock,
debenture or similar debt instrument, (iii) acceptance or documentary credit
facilities, (iv) receivables sold or discounted (otherwise than on a
non-recourse basis), (v) deferred payments for assets or services acquired,
(vi) finance leases and hire purchase contracts, (vii) swaps, forward
exchange contracts, futures and other derivatives, (viii) any other
transaction (including without limitation forward sale or purchase
agreements) having the commercial effect of a borrowing or raising of money
or of any of (ii) to (vii) above and (ix) guarantees in respect of
Indebtedness of any person falling within any of (i) to (viii) above;




“Cash” means free and available negotiable money, orders, cheques and bank
balances and deposits but to exclude (a) any cash that is specifically
blocked and charged and (b) cash standing to the credit of any blocked
account and charged to the Agent pursuant to this Agreement;




“Cash Equivalent Investments” means at any time:



8









 






	 	a)	 	certificates of deposit maturing within one
year after the relevant date of calculation and issued by a bank or
financial institution acceptable to the Agent;
	 
	 	b)	 	any investment in marketable debt obligations
issued or guaranteed by the government of the United States of
America, the United Kingdom, any member state of the European Economic
Area or any Participating Member State or by an instrumentality or
agency of any of them having an equivalent credit rating, maturing
within one year after the relevant date of calculation and not
convertible or exchangeable to any other security; or
	 
	 	c)	 	any other debt security approved by the
Agent; or
	 
	 	d)	 	amounts standing to the credit of the
Retention Account,






in each case, to which any member of the Group is beneficially entitled at
that time and which is not issued or guaranteed by any member of the Group or
subject to any Encumbrance (other than one arising under the Security
Documents);




“Current Assets” means, at any time in the respect of the Group, the
aggregate of the cash and marketable securities, trade and other receivable
from persons other than a member of the Group realisable within one year,
inventories and prepaid expenses which are to be charged to income within one
year less any doubtful debts and any discounts or allowances given as stated
in the most recent Financial Statements.




“Current Liabilities” means, at any time in respect of the Group, the amount
of current liabilities of the Group on a consolidated basis which would be
included as current liabilities in the consolidated balance sheet of the
Group in accordance with GAAP drawn up at such time as stated in the most
recent Financial Statements;




“EBITDA” on a consolidated basis of the Group means the Earnings before
interest and taxes, depreciation and amortization;



9









 






“Equity Ratio” means Shareholders Equity as a percentage of Total
Assets adjusted, in each case, for the difference between Fleet Market Value
and Fleet Book Value;




“Finance Lease” means any lease under which a member of the Group is
the lessee which is or should be treated as a finance lease under GAAP (and
includes any hire purchase contract or other arrangement which is similarly
treated);




“Financial Quarter” means each period of approximately three (3) months
commencing on the day after a Financial Quarter Day and ending on the next
following Financial Quarter Day;




“Financial Quarter Day” means 31 March, 30 June, 30 September and 31
December in any year;




“Financial Year” means the annual accounting period of the Group ending on
31 December in each year;




“Fleet Book Value” means, at the end of a Financial Year, the aggregate book
value of the Fleet Vessels less depreciation as stated in the most recent
financial statements delivered pursuant to Clause 12.1.1;




“Fleet Market Value” means, at the date of calculation, the aggregate of the
Market Value of all of the Fleet Vessels as last determined in accordance
with the Market Value;




“Fleet Vessels” means the vessels (including, but not limited to, the
Vessels) from time to time owned by a member of the Group (each a “Fleet
Vessel”);




“Group” means the New Corporate Guarantor and its Related Companies
(including, but not limited to, the Borrowers) and “member of the Group”
shall be construed accordingly;




“Indebtedness” means any obligation for the payment or repayment of money,
whether as principal or as surety and whether present or future, actual or
contingent;



10









 






“Interest” means, in respect of any specified Borrowed Money, all continuing
regular or periodic costs, charges and expenses incurred in effecting,
servicing or maintaining such Borrowed Money including:




(a) gross interest, commitment fees, discount and acceptance fees and
guarantee, fronting and ancillary facility fees payable or incurred on any
form of such Borrowed Money;




(b) repayment and prepayment premiums payable or incurred in repaying or
prepaying such Borrowed Money; and




(c) the interest element of Finance Leases,




but excluding, in respect of such Borrowed Money, agency and arrangement
fees or other up-front fees;




“Interest Payable” means, in respect of any period, the aggregate
(calculated on a consolidated basis) of:




	 	(a)	 	the amounts charged and posted (or estimated to
be charged and posted) as a current accrual accrued during such period
in respect of members of the Group by way of Interest on all Borrowed
Money, but excluding any amount accruing as interest in-kind (and not
as cash pay) to the extent capitalised as principal during such period;
and
	 
	 	(b)	 	net payments in relation to interest rate or
currency hedging arrangements in respect of Borrowed Money (after
deducting net income in relation to such interest rate or currency
hedging arrangements);






“Market Value”, in respect of a Fleet Vessel, means the market value of the
relevant Vessel to be conclusively determined on the basis of the average of
valuations (which are not more than two months old at the time of the
calculation of the Market Value in question) provided by two reputable,
independent and first class firm of shipbrokers appointed by the Agent. If
the two valuations differ by a margin of over 15% then a third shipbroker
shall be appointed by the Agent and the market value shall be the average of
the three valuations. All valuations shall be on the basis of a



11









 







charter-free sale for prompt delivery for cash at arm’s length on normal
commercial terms as between a willing seller and a willing buyer and at the
expense of the Borrowers.




“Minimum Liquidity” means, at any time in respect of the Group, the minimum
amount of Cash and Cash Equivalent Investments being no less than 5% of the
Group’s overall Indebtedness (committed and drawn and comprising short term
debt, long term debt and long terms leases) to the Lenders and any other
banks and financial institutions;




“Related Company” of a person means Subsidiary of such person, any company
or other entity of which such person is a Subsidiary and any Subsidiary of
any such company or entity;




“Shareholders Equity” means, at any time in respect of the Group, the amount
of shareholders equity of the Group on a consolidated basis which would be
included as shareholders equity in the consolidated balance sheet of the
Group in accordance with GAAP drawn up at such time as stated in the most
recent Financial Statements;




“Subsidiary” of a person means any company or entity directly or indirectly
controlled by such person, and for this purpose “control” means either the
ownership of more than fifty per cent (50%) of the voting share capital (or
equivalent rights of ownership) of such company or entity or the power to
direct its policies and management, whether by contract or otherwise;




“Total Assets” means, at any time in respect of the Group, the amount of
total assets of the Group on a consolidated basis which would be included as
total assets in a consolidated balance sheet of the Group in accordance with
GAAP drawn up at such time as stated in the most recent Financial
Statements; and




“Working Capital” means Current Assets less Current Liabilities.




	 	4.8	 	The following sub-paragraph (f) was included in paragraph 4
Schedule 2, Part I of the Loan Agreement:




12









 












	 	“(f)	 	 If applicable, confirmation satisfactory to the
Agent that funds in the amount of the next Equity Portion in respect of
an Installment are available under the IBG Bond Issue to be received no
later than twenty (20) Business days prior to the relevant Drawdown
Date.”.






	 	4.9	 	The following sub-paragraph (c) was included in paragraph 4
Schedule 2, Part III of the Loan Agreement:






	 	“(c)	 	 If applicable, confirmation satisfactory to the
Agent that funds in the amount of the next Equity Portion in respect of
an Installment are available under the IBG Bond Issue to be received no
later than twenty (20) Business days prior to the relevant Drawdown
Date.”.






	 	4.10	 	The following sub-paragraph (g) was included in paragraph 4
Schedule 2, Part I of the Loan Agreement:
	 
	 	 	 	“(d) Equity Portion If the funds for the Equity Portion in respect of an
Installment are available under the IBG Bond Issue, the Borrowers to deposit
with the Agent the Equity Portion in respect of that Installment no less than
fifteen (15) Business Days prior to the relevant Drawdown Date or, if the
New Corporate Guarantor has sufficient funds freely available to pay the
Equity Portion in respect of an Installment without using funds of the IBG
Bonds Issue Facility, then the Equity Portion should be deposited with the
Agent (20) Business days prior to that drawdown, for remittance to the
Builder with the relevant portion of the Loan.”
	 
	 	4.11	 	Sub-paragraph (e) in paragraph 2 of Schedule 2, Part III of the
Loan Agreement was deleted and replaced as follows:
	 
	 	 	 	“(d) Equity Portion If the funds for the Equity Portion in respect of an
Installment are available under the IBG Bond Issue, the Borrowers to deposit
with the Agent the Equity Portion in respect of that Installment no less than
fifteen (15) Business Days prior to the relevant Drawdown Date or, if the
New Corporate Guarantor has sufficient funds freely available to pay the
Equity Portion in respect of an Installment without using funds of the IBG
Bonds Issue Facility, then the Equity Portion should be deposited




13









 






	 	 	 	with the Agent (20) Business days prior to that drawdown, for remittance to
the Builder with the relevant portion of the Loan.”






	 	4.12	 	The definition of “GAAP” contained in clause 1.1 of the Loan
Agreement was deleted and replaced as follows:
	 
	 	 	 	““GAAP” means generally accepted accounting principles in the United States
of America.”.
	 
	 	4.13	 	The definition of “IFRS” was deleted from clause 1.1. of the
Loan Agreement.






All other terms and conditions of the Loan Agreement shall remain unaltered and in
full force and effect.




	5	 	Confirmation and Undertaking






	 	5.1	 	Each of the Security Parties confirms that all of its respective obligations
under or pursuant to each of the Security Documents to which it is a party remain in
full force and effect, despite the amendments to the Loan Agreement made in this
Supplemental Agreement, as if all references in any of the Security Documents to the
Loan Agreement were references to the Loan Agreement as amended and supplemented by
this Supplemental Agreement.
	 
	 	5.2	 	The definition of any term defined in any of the Security Documents shall, to
the extent necessary, be modified to reflect the amendments to the Loan Agreement made
in or pursuant to this Supplemental Agreement.






	6	 	Communications, Law and Jurisdiction
	 
	 	 	The provisions of clauses 18 and 23 of the Loan Agreement shall apply to this Supplemental
Agreement as if they were set out in full and as if references to the Loan Agreement were
references to this Supplemental Agreement.




14









 











Schedule 1




Effective Date Confirmation




	To: 	 	 GRAND AFFECTION S.A.

GRAND AFFINITY S.A.

each of The Trust Company Complex, Ajeltake Island, Ajeltake Road Majuro,
Marshall Islands M.H. 96960




We, DVB BANK SE, refer to the supplemental agreement dated 14 July 2010 (the “Supplemental
Agreement”) relating to a secured loan facility agreement dated 9 July 2010 (the “Loan Agreement”)
made between, inter alia, you as Borrowers, the banks listed in it as the Lenders, ourselves as the
Agent and ourselves as the Security Agent, in respect of a loan to you from the Lenders of up to
forty eight million Dollars ($48,000,000).



We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Supplemental
Agreement have been satisfied. In accordance with Clauses 1.1 and 4 of the Supplemental Agreement
the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are
now effective.



Dated:      2010




	 	 	 	 	 
	 	 	 
	Signed:  	 	 	 
	 	for and on behalf of 	 	 
	 	DVB BANK SE 	 	 



15









 






IN WITNESS of which the parties to this Supplemental Agreement have executed this Supplemental
Agreement the day and year first before written.




	 	 	 

	SIGNED and DELIVERED as a DEED by
	 	)
	GRAND AFFECTION S.A.
	 	)
	acting by Michael Livanos
	 	)  /s/ Michael Livanos
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	 	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	
	 
	SIGNED and DELIVERED as a DEED by
	 	)
	GRAND AFFINITY S.A.
	 	)
	acting by Michael Livanos
	 	)  /s/ Michael Livanos
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	 	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	
	 
	SIGNED and DELIVERED as a DEED by
	 	)
	DVB BANK SE (as a Lender)
	 	)
	acting by Pinelopi Karamadouki
	 	)  /s/ Pinelopi Karamadouki
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	 	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	
	 
	SIGNED and DELIVERED as a DEED by
	 	)
	DVB BANK SE (as the Agent)
	 	)
	acting by Pinelopi Karamadouki
	 	)  /s/ Pinelopi Karamadouki
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	 	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	
	 
	SIGNED and DELIVERED as a DEED by
	 	)
	DVB BANK SE (as the Security Agent)
	 	)
	acting by Pinelopi Karamadouki
	 	)  /s/ Pinelopi Karamadouki
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	






16









 






	 	 	 

	SIGNED and DELIVERED as a DEED by
	 	)
	Norddeutsche Landesbank Girozentrale
	 	)
	(as a Lender)
	 	)   /s/ Pinelopi Karamadouki
	acting by Pinelopi Karamadouki
	 	)
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	 	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	
	 
	SIGNED and DELIVERED as a DEED by
	 	)
	EMPORIKI BANK OF GREECE S.A.
	 	)
	(as a Lender)
	 	)  /s/ Georgios Koutsoudakis
	acting by Georgios Koutsoudakis
	 	)
	and Chryssa Voulgari
	 	)  /s/ Chryssa Voulgari
	its duly authorised attorney-in-fact
	 	)
	in the presence of: Nigel Bowen-Morris
	 	)
	 
	/s/ Nigel Bowen-Morris

STEPHENSON HARWOOD 

ARISTON BUILDING

2 FILELLINON STR. & AKTI MIAOULI

PIRAEUS 185 36 GREECE 

VAT No 998711156

TEL 210 42 95 160
	 	






17