exv10w3






Exhibit 10.3




Private & confidential




Dated: 2nd July, 2010




EMPORIKI BANK OF GREECE S.A.

(as lender)



- and -



GRAND MARKELA INC.

(as Borrower)



- and -



GRANDUNION INC.



- and -



NEWLEAD HOLDINGS LTD.

(as New Corporate Guarantor)



- and -



NEWLEAD BULKERS S.A.

(as Approved Manager)



 

 






THIRD SUPPLEMENTAL AGREEMENT

in relation to a Loan Agreement

dated 29th November, 2006

for a loan facility of up to US$14,750,000



 

 










Theo V. Sioufas & Co.

Law Offices

Piraeus



(J35-350157/C)


 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	CLAUSE	 	HEADINGS	 	PAGE
	 	1.	 	 	Definitions
	 	 	3	 
	 	2.	 	 	Representations and warranties
	 	 	4	 
	 	3.	 	 	Agreement of the Bank
	 	 	5	 
	 	4.	 	 	Conditions
	 	 	5	 
	 	5.	 	 	Variations to the Principal Agreement
	 	 	6	 
	 	6.	 	 	Entire agreement and amendment
	 	 	8	 
	 	7.	 	 	Continuance of Principal Agreement and the Security Documents
	 	 	9	 
	 	8.	 	 	Fees and expenses
	 	 	9	 
	 	9.	 	 	Miscellaneous
	 	 	9	 
	 	10.	 	 	Applicable law and jurisdiction
	 	 	9	 






 









 





THIS AGREEMENT is made this 2nd day of July, 2010



BETWEEN





	(1)	 	EMPORIKI BANK OF GREECE S.A., a banking societe anonyme duly incorporated under the laws of
Greece, having its registered office at 11 Sofokleous Street, Athens, Greece, acting for the
purposes of this Agreement through its office at 1 Korai Street, Athens, Greece (the “Bank”
which expression shall include its successors and assigns);
	 
	(2)	 	GRAND MARKELA INC., a company incorporated in the Republic of Liberia, having its
registered office at 80 Broad Street, Monrovia, Liberia, as borrower (hereinafter called the
“Borrower”, which expression shall include its successors); and
	 
	(3)	 	GRANDUNION INC., a company organised and existing under the laws of the Republic of
Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Existing Corporate Guarantor”, which
expression shall include its successors in title);
	 
	(4)	 	NEWLEAD HOLDINGS LTD., a company duly incorporated under the laws of Bermuda, having its
registered office at Canon’s Court, 22 Victoria Street, Hamilton, Bermuda and listed and
trading in the NASDAQ Stock Exchange, New York (hereinafter called the “New Corporate
Guarantor”, which expression shall include its successors in title); and
	 
	(5)	 	NEWLEAD BULKERS S.A., a company duly incorporated under the laws of the Republic of
Liberia having its registered office at 80 Broad Street, Monrovia, Liberia and an office
established in Greece (83 Akti Miaouli and Flessa Street, GR 185.38 Piraeus) pursuant to the
Greek laws 89/67, 378/68, 27/75 and 814/79 (the “Approved Manager”, which expression shall
include its successors in title);




AND IS SUPPLEMENTAL to a loan agreement dated 29th November, 2006 made between (1) the
Bank, as lender and (2) the Borrower, as borrower, as amended and/or supplemented by:





	(a)	 	a First Supplemental Agreement dated 7th August, 2009 and made between (inter
alios) the Bank, the Borrower and the Existing Corporate Guarantor (the “First Supplemental
Agreement”); and
	 
	(b)	 	a Second Supplemental Agreement dated 9th April, 2010 and made between (inter
alios) the Bank, the Borrower, the Existing Corporate Guarantor and the Approved Manager, (the
“Second Supplemental Agreement”)




on the terms and conditions of which the Bank has advanced to the Borrower a secured multi-currency
loan facility of up to Fourteen million seven hundred fifty thousand United States Dollars
(US$14,750,000) or the equivalent thereof in an Optional Currency (the “Loan”) for






1









 







the purposes therein specified (the said Loan Agreement as amended and/or supplemented by the First
Supplemental Agreement and the Second Supplemental Agreement is hereinafter called the “Principal
Agreement”) (the Principal Agreement as hereby amended and as the same may hereinafter be amended
and/or supplemented is hereinafter called the “Loan Agreement”).



WHEREAS:





	(A)	 	the Borrower, the Existing Corporate Guarantor and the Approved Manager hereby jointly and
severally acknowledge and confirm that (a) the Bank has advanced to the Borrower the full
amount of the Loan in the principal amount of United States Dollars Fourteen million seven
hundred fifty thousand (US$14,750,000) in one advance and (b) as the date hereof the amount of
(US$9,800,000) (US Dollars nine million eight hundred thousand) remains outstanding;
	 
	(B)	 	pursuant to a Corporate Guarantee dated 29th November 2006 and granted by the
Existing Corporate Guarantor (the “Existing Corporate
Guarantee”) the Existing Corporate
Guarantor irrevocably and unconditionally guaranteed the due and timely repayment of the Loan
and interest and default interest accrued thereon and the performance of all the obligations
of the Borrower under the Principal Agreement and the Security Documents executed in
accordance thereto;
	 
	(C)	 	the Borrower and (inter alia) the New Corporate Guarantor have requested the Bank to consent
to:






	 	(a)	 	the release of the Existing Corporate Guarantor from its obligations under the
Existing Corporate Guarantee and the replacement of the Existing Corporate Guarantor by
the New Corporate Guarantor as Corporate Guarantor of the obligations of the Borrower
under the Principal Agreement as hereby amended; and
	 
	 	(b)	 	the transfer of the total number of the issued and outstanding shares of the
shareholders of the Borrower to the New Corporate Guarantor;
	 
	 	(c)	 	the release of the Personal Guarantor from his obligations under the Personal
Guarantee; and
	 
	 	(d)	 	the amendment of the Principal Agreement as set out in Clause 5 hereof;




and the Bank has agreed so to do conditionally upon terms that (inter alia) the Principal Agreement
shall be amended in the manner hereinafter set out.




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NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	Definitions
	 
	1.1	 	Words and expressions defined in the Principal Agreement and not otherwise defined herein
(including the Recitals hereto) shall have the same meanings when used in this Agreement.
	 
	1.2	 	In addition, in this Agreement the words and expressions specified below shall have the
meanings attributed to them below:
	 
	 	 	“Effective Date” means the date, not being later than 2nd July, 2010 (or such
later date as the Bank may agree) upon which all the conditions contained in Clause 4 shall
have been satisfied and this Agreement shall become effective;
	 
	 	 	“Existing Corporate Guarantee” means the irrevocable and unconditional guarantee dated
29th November, 2006 granted by Existing Corporate Guarantor in favour of the Bank
in security of the Borrower’s obligations under the Loan Agreement; and
	 
	 	 	“Loan Agreement” means the Principal Agreement as hereby amended and as the same may from
time to time be further amended and/or supplemented;
	 
	 	 	“New Corporate Guarantee” means a guarantee given or, as the context may require, to be
given by the New Corporate Guarantor in form and substance satisfactory to the Bank as
security for (inter alia) the Outstanding Indebtedness and any and all other obligations of
the Borrower under the Loan Agreement;
	 
	 	 	“Mortgage Amendment No. 2” in relation to the Vessel, means the amendment No. 2 to the first
preferred Liberian Ship mortgage registered over the Vessel in favour of the Bank, whereby
the said first mortgage shall be amended as therein provided, executed or (as the context
may require) to be executed by the Borrower in favour of the Bank in form satisfactory to
the Bank;
	 
	 	 	“New Shares Pledge Agreement” means the pledge agreement to be executed by the New Corporate
Guarantor, as Pledgor in favour of the Bank whereby the New Corporate Guarantor shall pledge
all the issued share capital of the Borrower in favour of the Bank, in form and substance
satisfactory to the Bank as the same may from time to time be amended and/or supplemented;
	 
	 	 	“New Security Documents” means the New Corporate Guarantee, the New Shares Pledge Agreement
and the Mortgage Amendment No. 2;
	 
	 	 	“Vessel” means the m/v “GRAND MARKELA” of approximately 38,022 gt and 24,121 nt, built in
1990 in Japan by Hitachi Zozen Corporation, lawfully registered under the laws and flag of
the Republic of Liberia in the Ships’ Register of the Port of Monrovia in the ownership of
the Borrower and having Official No. 12818, IMO No. 8811792, Call Sign A8IB7;




3









 












	1.3	 	In this Agreement:






	 	(a)	 	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;
	 
	 	(b)	 	clause headings are inserted for convenience of reference only and shall be
ignored in construing this Agreement;
	 
	 	(c)	 	references to Clauses are to clauses of this Agreement save as may be otherwise
expressly provided in this Agreement; and
	 
	 	(d)	 	all capitalised terms used herein and not otherwise defined herein shall have
the meanings ascribed to them in the Principal Agreement.






	2.	 	Representations and warranties
	 
	2.1	 	The Borrower, the Existing Corporate Guarantor, the Approved Manager and the New Corporate
Guarantor hereby jointly and severally represent and warrant to the Bank as at the date hereof
that the representations and warranties set forth in the Principal Agreement and the Security
Documents (updated mutatis mutandis to the date of this Agreement) are (and will be on the
Effective Date) true and correct as if all references therein to “this Agreement” were
references to the Principal Agreement as amended and supplemented by this Agreement.
	 
	2.2	 	In addition to the above the Borrower, the Existing Corporate Guarantor, the Approved Manager
and the New Corporate Guarantor hereby jointly and severally represent and warrant to the Bank
as at the date of this Agreement that:






	 	a.	 	each of the corporate Security Parties is duly formed, is validly existing and
in good standing under the laws of the place of its incorporation has full power to
carry on its business as it is now being conducted and to enter into and perform its
obligations under the Principal Agreement, this Agreement and the New Security
Documents 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 USA;
	 
	 	b.	 	all necessary licences, consents and authorities, governmental or otherwise
under this Agreement, the Principal Agreement and the New Security Documents have been
obtained and, as of the date of this Agreement, no further consents or authorities are
necessary for any of the Security Parties to enter into this Agreement or otherwise
perform its obligations hereunder;
	 
	 	c.	 	this Agreement constitutes, and each of the New Security Documents on the
execution thereof will constitute, the legal, valid and binding obligations of the
Security Parties thereto enforceable in accordance with its terms;




4









 






	 	d.	 	the execution and delivery of, and the performance of the provisions of this
Agreement and the New Security Documents do not, and will not contravene any applicable
law or regulation existing at the date hereof or any contractual restriction binding on
any of the Security Parties or its respective constitutional documents;
	 
	 	e.	 	no action, suit or proceeding is pending or threatened against any of the
Borrower, the Approved Manager and the New Corporate Guarantor or its assets before any
court, board of arbitration or administrative agency which could or might result in any
material adverse change in the business or condition (financial or otherwise) of the
Borrower, the Approved Manager or the New Corporate Guarantor; and
	 
	 	f.	 	none of the Borrower, the Approved Manager and the New Corporate Guarantor is
and at the Effective Date will be in default under any agreement by which it is or will
be at the Effective Date bound or in respect of any financial commitment, or
obligation.






	3.	 	Agreement of the Bank
	 
	3.1	 	The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby
agree with the Borrower, subject to and upon the terms and conditions of this Agreement and in
particular, but without limitation, subject to the fulfilment of the conditions precedent set
out in Clause 4, to consent to:






	 	a.	 	the amendment of the Margin;
	 
	 	b.	 	the transfer of the total number of the issued and outstanding shares of the
shareholders of the Borrower to the New Corporate Guarantor;
	 
	 	c.	 	the release of the Existing Corporate Guarantor from its obligations under the
Existing Corporate Guarantee and the replacement of the Existing Corporate Guarantor by
the New Corporate Guarantor as Corporate Guarantor of the obligations of the Borrower
under the Principal Agreement as hereby amended; and
	 
	 	d.	 	the release of the Personal Guarantor from his obligations under his Personal
Guarantee; and
	 
	 	e.	 	the amendment of the Principal Agreement as set out in Clause 5 hereof;






	 	 	and the Bank has agreed so to do conditionally upon terms that (inter alia) the Principal
Agreement shall be amended in the manner hereinafter set out.
	 
	4.	 	Conditions
	 
	4.1	 	The agreement of the Bank contained in Clause 3.1 shall be expressly subject to the
fulfilment of the conditions set out in this Clause and further subject to the condition




5









 






	 	 	that the Bank shall have received on or before the Effective Date in form and substance
satisfactory to the Bank and its legal advisers:






	 	a.	 	a certificate of good standing or equivalent document issued by the competent
authorities of the place of its incorporation in respect of each of the Borrower and
the New Corporate Guarantor;
	 
	 	b.	 	certified and duly legalised copies of resolutions passed at a meeting of the
Board of Directors of each of the Borrower and the New Corporate Guarantor and
certified and duly legalised copies of the resolutions passed at a meeting of the
shareholders of the Borrower (and of any corporate shareholder thereof) evidencing
approval of this Agreement and of such of the New Security Documents to which is or is
to be a party and authorising appropriate officers or attorneys to execute the same and
to sign all notices required to be given under this Agreement on its behalf or other
evidence of such approvals and authorisations as shall be acceptable to the Bank;
	 
	 	c.	 	all documents evidencing any other necessary action or approvals or consents
with respect to this Agreement and the New Security Documents;
	 
	 	d.	 	the original of any power(s) of attorney issued in favour of any person
executing this Agreement or any of the New Security Documents on behalf of each of the
Borrower and the New Corporate Guarantor;
	 
	 	e.	 	such favourable legal opinions from lawyers acceptable to the Bank and its
legal advisors on such matters concerning the laws of Bermuda and such other relevant
jurisdiction as the Bank shall require; and
	 
	 	f.	 	each of the New Security Documents duly executed by the respective parties
thereto and, where appropriate, duly registered in favour of the Bank.






	5.	 	Variations to the Principal Agreement
	 
	5.1	 	In consideration of the agreement of the Bank contained in Clause 3.1, the Borrower and the
New Corporate Guarantor hereby jointly and severally agree with the Bank that (subject to the
satisfaction of the conditions precedent contained in Clause 4) with effect from the Effective
Date, the provisions of the Principal Agreement shall be varied and/or amended and/or
supplemented as follows:






	 	a.	 	the definitions of Clause 1.2 of the Principal Agreement referred to
hereinbelow shall be deleted and replaced by the following:






	 	i.	 	““Corporate Guarantor” by:
	 
	 	 	 	“Corporate Guarantor” means NewLead Holdings Ltd., a company duly
incorporated under the laws of Bermuda, whose registered office is at
Canon’s Court, 22 Victoria Street, Hamilton, Bermuda, and any other person




6









 






	 	 	 	nominated by the Borrower and acceptable to the Bank which may give a
Corporate Guarantee;”;
	 
	 	ii.	 	““Margin” by:
	 
	 	 	 	““Margin” means three per
centum (3%) per annum;”;
	 
	 	iii.	 	“Mortgage” by:
	 
	 	 	 	"Mortgage” in relation to the Vessel means the first preferred Liberian
mortgage executed by the Owner thereof in favour of the Bank as amended by
the Mortgage Amendment No.1 and the Mortgage Amendment No. 2 and as the same
may from time to time be further amended and/or supplemented;






	 	b.	 	with effect from the Effective Date a new clause 8.14 shall be inserted in the
Principal Agreement reading as follows:
	 
	 	 	 	“The Borrower hereby undertakes with the Bank that, from the date of this Agreement
and as long as any moneys are due and/or owing and/or outstanding under this
Agreement or any of the other Security Documents, it will procure and ensure that:






	 	(a)	 	at least 33.3% of the total issued share capital of the
Corporate Guarantor is directly and/or indirectly held by Messrs. Michael
Zolotas and Nikolaos Fistes throughout the Security Period;
	 
	 	(b)	 	Messrs. Nikolaos Fistes and Michael Zolotas to remain Chairman
and CEO respectively of the Corporate Guarantor throughout the Security Period;
and
	 
	 	(c)	 	the Corporate Guarantor shall comply with all its obligations
under the Loan Agreement including, without limitation, the negative
undertakings set forth in clause 5.2 of the Corporate Guarantee and the
additional financial covenants set forth in clause 5.3 of the Corporate
Guarantee.”;






	 	c.	 	with effect from the Effective Date sub-clause (f) of clause 9.6 of the
Principal Agreement is hereby amended to read as follows:






	 	 	 	“(f) without the prior written consent of the Bank there is any
change in the legal and beneficial shareholding of:






	 	(i)	 	any of the Security Parties (other than the
Corporate Guarantor) from that evidenced to the Bank prior to the date
of this Agreement;
	 
	 	(ii)	 	the Corporate Guarantor as a result of which
Messrs. Michael Zolotas and Nikolaos Fistes cease to hold directly
and/or indirectly at least 33.3% of the total issued share capital of
the Corporate Guarantor; or”;




7









 












	 	d.	 	with effect from the Effective Date Sub-clause (c)(i) to clause 15.1 of the
Principal Agreement is hereby amended to read as follows:






	 	“(i) 	 	if to be sent to any Security Party, to:
	 
	 	 	 	Newlead Bulkers S.A.

83 Akti Miaouli and Flessa Street,

185 38 Piraeus, Greece,

Fax No.: +30 213 014 8209

Attention: Chief Financial Officer”.






	 	e.	 	the definition “Security Documents” with effect as from the date hereof shall
be deemed to include the Security Documents as amended and/or supplemented in pursuance
to the terms hereof as well as the New Security Documents and any document or documents
(including if the context requires the Loan Agreement) that may now or hereafter be
executed as security for the repayment of the Loan, interest thereon and any other
moneys payable by the Borrower under the Principal Agreement and the Security Documents
(as herein defined) as well as for the performance by the Borrower and the other
Security Parties (as herein defined) of all obligations, covenants and agreements
pursuant to the Principal Agreement this Agreement and/or the Security Documents.
	 
	 	f.	 	with effect from the Effective Date all references in the Principal Agreement
to:
	 
	 	g.	 	with effect from the Effective Date all references in the Principal Agreement
to:






	 	(i)	 	“this Agreement”, “hereunder” and the like in the Principal
Agreement and “the Agreement” in the Security Documents shall be construed as
references to the Principal Agreement as amended and/or supplemented by this
Agreement; and
	 
	 	(ii)	 	the “Personal Guarantee” and the “Personal Guarantor” shall be
construed as deleted.






	6.	 	Entire agreement and amendment
	 
	6.1	 	The Principal Agreement, the Security Documents, and this Agreement represent the entire
agreement among the parties hereto with respect to the subject matter hereof and supersede any
prior expressions of intent or understanding with respect to this transaction and may be
amended only by an instrument in writing executed by the parties to be bound or burdened
thereby.
	 
	6.2	 	This Agreement is supplementary to and incorporated in the Principal Agreement, all terms and
conditions whereof, including, but not limited to, provisions on payments,




8









 






	 	 	calculation of interest and Events of Default, shall apply to the performance and
interpretation of this Agreement.
	 
	7.	 	Continuance of Principal Agreement and the Security Documents
	 
	7.1	 	Save for the alterations to the Principal Agreement made or deemed to be made pursuant to
this Agreement and such further modifications (if any) thereto as may be necessary to make the
same consistent with the terms of this Agreement the Principal Agreement shall remain in full
force and effect and the security constituted by the Security Documents executed by the
Borrower and the other Security Parties shall continue and remain valid and enforceable.
	 
	8.	 	Fees and expenses
	 
	8.1	 	The Borrower agrees to pay to the Bank upon demand:






	 	a.	 	an amendment fee of Dollars One hundred ninety six thousand ($196,000) payable
on the date hereof; and
	 
	 	b.	 	on a full indemnity basis and from time to time all costs, charges and expenses
(including legal fees) incurred by the Bank in connection with the negotiation,
preparation, execution and enforcement or attempted enforcement of this Agreement and
any document executed pursuant thereto and/or in preserving or protecting or attempting
to preserve or protect the security created hereunder and/or under the Security
Documents.






	8.2	 	The Borrower and the New Corporate Guarantor jointly and severally covenant and agree to pay
and discharge all stamp duties, registration and recording fees and charges and any other
charges whatsoever and wheresoever payable or due in respect of this Agreement and/or any
document executed pursuant hereto.
	 
	9.	 	Miscellaneous
	 
	9.1	 	The provisions of Clause 13 (Assignment, Participation and Lending Branch) and Clause
15.1 (as hereby amended) of the Principal Agreement shall apply to this Agreement as if the
same were set out herein in full.
	 
	10.	 	Applicable law and jurisdiction
	 
	10.1	 	This Agreement shall be governed by and construed in accordance with Hellenic Law and in
particular with the provisions of (i) Act of the Monetary Committee under Serial No. 187/1978
(as amended), (ii) the provisions of L.D. dated 17.7/13.8.1923 on “Special Provisions on
Societes Anonymes” and (iii) the special terms set out in the resolutions of the Bank of
Greece or any other competent Authority. Moreover, the Borrower hereby acknowledges and
declares that it is fully familiar with the General Transaction Terms of the Bank and it is
hereby agreed that the said General Transaction Terms shall be deemed an integral part of this Agreement.




9









 






	10.2	 	For the exclusive benefit of the Bank, each of the Borrower and the New Corporate Guarantor
hereby (i) irrevocably submits to the non exclusive jurisdiction of the Courts of Piraeus in
Greece and (ii) agrees that any summons, writ, judicial or extra-judicial notice, protest,
payment order, order for payment, order for enforcement, announcement of claim or other legal
process issued against it in Greece shall be served upon the Process Agent, who is hereby
authorised to accept such service, which shall be deemed to be good service on each of the
Borrower and the New Corporate Guarantor.






	 	(a)	 	The submission to the jurisdiction of the Courts of Piraeus shall not (and
shall not be construed so as to) limit the right of the Bank to take proceedings
against the Borrower and/or the New Corporate Guarantor in the courts of any other
jurisdiction nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.
	 
	 	(b)	 	The parties further agree that subject to sub-Clause 16.2(b) the Courts of
Piraeus shall have exclusive jurisdiction to determine any claim which the Borrower may
have against the Bank arising out of or in connection with this Agreement and each of
the Borrower and the New Corporate Guarantor hereby waives any objections to
proceedings with respect to this Agreement in such courts on the grounds of venue or
inconvenient forum.






	10.3	 	If it is decided by the Bank that any such proceedings should be commenced in any other
country, then any objections as to the jurisdiction or any claim as to the inconvenience of
the forum is hereby waived by each of the Borrower and the New Corporate Guarantor and it is
agreed and undertaken by each of the Security Parties to instruct lawyers in that country to
accept service of legal process and not to contest the validity of such proceedings as far as
the jurisdiction of the court or courts involved is concerned and each of the Security Parties
agrees that any judgement or order obtained in an English court shall be conclusive and
binding on the Security Parties (and each of them) and shall be enforceable without review in
the courts of any other jurisdiction.
	 
	10.4	 	Mr. Panagiotis-Peter Kallifidas, an attorney at law, presently of 83 Akti Miaouli and Flessa
Street, 185 38 Piraeus, Greece, is hereby appointed by the Borrower as agent to accept service
(hereinafter “Process Agent”) upon whom any judicial process in respect of proceedings in
Greece may be served and any process notice, judicial or extra-judicial request, demand for
payment, payment order, foreclosure proceedings, notarial announcement of claim, notice,
request, demand or other communication under this Agreement or any of the Security Documents.
In the event that the Process Agent (or any substitute process agent notified to the Bank in
accordance with the foregoing) cannot be found at the address specified above (or,
as the case may be, notified to the Bank), which will be conclusively proved by a deed of a
process server to the effect that the Process Agent was not found at such address, any
process notice, judicial or extra-judicial request, demand for payment, payment





10









 






	 	 	order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to
any Security Party may be validly notified in accordance with the relevant provisions of the
Hellenic Code on Civil Procedure.
	 
	10.5	 	In this Clause 10 “proceedings” means proceedings of any kind, including an application for a
provisional or protective measure.




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




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EXECUTION PAGE




THE BORROWER




	 	 	 	 	 	 	 	 	 	 	 	 	 

	SIGNED by

	 	 	 	 	 	 	)	 	 	 	 	 
	Mr. Michail Livanos

	 	 	)	 	 	 	 	 	 	 	 	 
	for and on behalf of

	 	 	 	 	 	 	)	 	 	 	 	 
	Grand Markela Inc.,

	 	 	 	 	 	 	)	 	 	/s/ Michail Livanos
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	of Liberia, in the presence of:

	 	 	 	 	 	 	)	 	 	Attorney-in-Fact	 	 






	 	 	 	 	 
	 	 	 
	Witness: 	/s/ Efstratios Kalantzis
 	 	 
	 	Name:  	Efstratios Kalantzis 	 	 
	 	Address: 	13 Defteras Merarchias Str.

Piraeus, Greece	 	 
	 	Occupation: 	Attorney-at-law 	 	 
	 



THE EXISTING CORPORATE GUARANTOR




	 	 	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 	 	 
	Mr. Michail Livanos

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	Grand union Inc.,

	 	 	)	 	 	/s/ Michail Livanos
	 	 
	 

	 	 	 	 	 	 	 	 
	of the Marshall Islands, in the presence of:

	 	 	)	 	 	Attorney-in-Fact	 	 






	 	 	 	 	 
	 	 	 
	Witness: 	/s/ Efstratios Kalantzis
 	 	 
	 	Name:  	Efstratios Kalantzis 	 	 
	 	Address: 	13 Defteras Merarchias Str.

Piraeus, Greece 	 	 
	 	Occupation: 	Attorney-at-law 	 	 
	 



THE NEW CORPORATE GUARANTOR




	 	 	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 	 	 
	Mr. Panagiotis-Peter Kallifidas

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	NewLead Holdings Ltd.,

	 	 	)	 	 	/s/ Panagiotis-Peter Kallifidas
	 	 
	 

	 	 	 	 	 	 	 	 
	of Bermuda, in the presence of:

	 	 	)	 	 	Attorney-in-fact	 	 






	 	 	 	 	 
	 	 	 
	Witness: 	/s/ Efstratios Kalantzis
 	 	 
	 	Name:  	Efstratios Kalantzis 	 	 
	 	Address: 	13 Defteras Merarchias Str.

Piraeus, Greece 	 	 
	 	Occupation: 	Attorney-at-law 	 	 



12









 






THE APPROVED MANAGER




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	SIGNED by

	 	 	 	 	)	 	 	 	 	 
	Mr. Sotirios Karpouzis

	 	 	)	 	 	 	 	 	 	 
	for and on behalf of

	 	 	 	 	)	 	 	 	 	 
	Newleads Bulkers S.A.,

	 	 	 	 	)	 	 	/s/ Sotirios Karpouzis
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	of Liberia, in the presence of:

	 	 	 	 	)	 	 	Attorney-in-Fact	 	 






	 	 	 	 	 
	 	 	 
	Witness: 	/s/ Efstratios Kalantzis
 	 	 
	 	Name:  	Efstratios Kalantzis 	 	 
	 	Address: 	13 Defteras Merarchias Str.

Piraeus, Greece 	 	 
	 	Occupation: 	Attorney-at-law 	 	 
	 



THE BANK




	 	 	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 	 	 
	Mrs. Christina Margelou

	 	 	)	 	 	/s/ Christina Margelou
	 	 
	 

	 	 	 	 	 	 	 	 
	and Mrs. Evangelia Makri

	 	 	)	 	 	Attorney-in-Fact	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	EMPORIKI BANK OF GREECE S.A.

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	/s/ Evangelia Makri	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attorney-in-Fact	 	 






	 	 	 	 	 
	 	 	 
	Witness: 	/s/ Efstratios Kalantzis
 	 	 
	 	Name:  	Efstratios Kalantzis 	 	 
	 	Address: 	13 Defteras Merarchias Str.
Piraeus, Greece 	 	 
	 	Occupation: 	Attorney-at-law 	 	 
	 




13