exv4w41






EXHIBIT 4.41



Private & confidential




Dated: 15th October, 2010




FBB-FIRST BUSINESS BANK S.A.

(as lender)




- and -




GRAND SPARTOUNTA INC.

(as Borrower)




- and -

NEWLEAD HOLDINGS LTD.

(as Corporate Guarantor)




- and -




NEWLEAD BULKERS S.A.

(as Manager)




 

 



FIRST SUPPLEMENTAL AGREEMENT

in relation to a Loan Agreement

dated 2nd July, 2010

for a loan facility of up to US$24,150,000



 

 








Theo V. Sioufas & Co.

Law Offices

Piraeus









 









 








TABLE OF CONTENTS




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











 









 







THIS AGREEMENT is made this 15th day of October, 2010



BETWEEN





	(1)	 	FBB-FIRST BUSINESS BANK S.A., a bank incorporated in the Republic of Greece with its head
office at 91 Michalakopoulou Street, 11528 Athens, Greece, acting through its office at 62,
Notara and Sotiros Dios streets, 185 35 Piraeus, Greece (the “Bank” which expression shall
include its successors and assigns);
	 
	(2)	 	GRAND SPARTOUNTA INC., a company incorporated in the Republic of The Marshall
Islands , having its registered office at Trust Company Complex, Ajeltake Island, Majuro,
Marshall Islands MH 96960 (hereinafter called the “Borrower”, which expression shall include
its successors); and
	 
	(3)	 	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 “Corporate Guarantor”,
which expressions shall include its successors in title); and
	 
	(4)	 	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 “Manager”, which expression shall include its
successors in title);




AND IS SUPPLEMENTAL to a loan agreement dated 2nd July, 2010 made between (1) the Bank,
as lender and (2) the Borrower, as borrower (the “Principal Agreement”), on the terms and
conditions of which the Bank has advanced to the Borrower a secured loan facility of up to Twenty
four million one hundred fifty thousand United States Dollars (US$24,150,000) (the “Loan”) for the
purposes therein specified (the Principal Agreement as hereby amended and as the same may
hereinafter be further amended and/or supplemented is hereinafter called the “Loan Agreement”).



W H E R E A S :





	(A)	 	the Borrower, the Corporate Guarantor and the 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 Twenty four million one hundred fifty thousand United States
Dollars (US$23,350,000) in one advance and (b) as the date hereof the amount of Twenty three
million three hundred fifty thousand United States Dollars remains outstanding;
	 
	(B)	 	pursuant to a Corporate Guarantee dated 2nd July, 2010 and granted by the
Corporate Guarantor (the “Corporate Guarantee”) the 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




1









 






	 	 	Borrower under the Principal Agreement and the Security Documents executed in accordance
thereto; and
	 
	(C)	 	the Borrower and (inter alia) the Corporate Guarantor have requested the Bank to consent to
the amendment of certain provisions 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.






	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; 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;
	 
	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 Corporate Guarantor and the Manager 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









 












	2.2	 	In addition to the above the Borrower, the Manager and the 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 and this 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 USA;
	 
	 	b.	 	all necessary licences, consents and authorities, governmental or otherwise
under this Agreement and the Principal Agreement 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 the legal, valid and binding obligations of the
Security Parties thereto enforceable in accordance with its terms;
	 
	 	d.	 	the execution and delivery of, and the performance of the provisions of this
Agreement 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 Manager and the 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 Manager or the Corporate Guarantor; and
	 
	 	f.	 	none of the Borrower, the Manager and the 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 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.




3









 












	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 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 Corporate Guarantor;
	 
	 	b.	 	certificates of Incumbency issued by the appropriate officer of each corporate
Security Party confirming that:






	 	(i)	 	the Minutes of the Meeting of the Board of Directors duly
convened and held on 2nd day of July, 2010 by all the members of the
Board of Directors of the Borrower and Minutes of the Extraordinary Meeting of
the Shareholders of the Borrower duly convened and held on 2nd day
of July, 2010 at 18:30,
	 
	 	(ii)	 	the written resolutions adopted on 2nd day of July,
2010 by all the members of the Board of Directors of the Corporate Guarantor
and
	 
	 	(iii)	 	the Minutes of the Meeting of the Board of Directors of the
Approved Manager duly convened and held on 2nd day of July, 2010,
	 
	 	remain in full force as of the date hereof and have not been amended or rescinded
and that the any power of attorney issued by each corporate Security Party on
2nd July, 2010 authorising appropriate officers or attorneys to (inter
alia) sign, execute and deliver any supplementary and/or amendatory agreement of the
Loan Agreement 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
	 
	 	d.	 	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.






	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
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:




4









 












	 	a.	 	with effect from the Effective Date definition “Operating Expenses” in Clause
1.2 of the Principal Agreement shall be amended to read as follows:
	 
	 	 	 	“Operating Expenses” means the expenses for crewing, victualling, insuring,
maintenance (including dry-docking and special survey cost and expenses), spares,
management, voyage expenses and provisions for claims, unscheduled repairs and
doubtful receivables, general and administrative expenses and any other relevant
expenses necessary for the commercial operation of the Vessel which are reasonably
incurred for a vessel of the size and type of the Vessel;
	 
	 	b.	 	with effect from the Effective Date Clause 8.1(a) of the Principal Agreement
shall be amended to read as follows:






	 	 	“(a) Financial Statements: prepare or procure to be prepared
and furnished to the Bank, in form and substance satisfactory to the Bank, with
(i) annual, audited (by auditors acceptable to the Bank) financial statements
(including balance sheet and profit and loss accounts) of the Newlead Corporate
Guarantor (including the Borrower) as soon as practicable but not later than
210 days after the end of the financial year to which they relate, prepared in
accordance with GAAP (ii) quarterly management accounts of the Newlead
Corporate Guarantor            and (iii) annual cash flow statement of the
Borrower            within 90 days from the end of each fiscal year;”;






	 	c.	 	with effect from the Effective Date Clause 8.6(a)(i) of the Principal Agreement
shall be amended to read as follows:






	 	 	 	“(i) at least 10% of the total issued share capital of Newlead is directly
held by Grandunion Inc., of Marshall Islands, into which Messrs. Michael
Zolotas and Nikolaos Fistes hold and shall hold throughout the Security Period
at least 50.1% of its total issued share capital;”;






	 	d.	 	with effect from the Effective Date definition “Excess Earnings” in Clause 8.7
of the Principal Agreement shall be amended to read as follows:
	 
	 	 	 	““Excess Earnings” means as at any Relevant Period, an amount calculated in
accordance with the formula: Excess Earnings =Total Income — (Operating Expenses
for the Relevant Period plus Debt Service plus $500,000 payable to the Newlead
Corporate Guarantor by the Borrower representing interest pursuant to the Bond Issue
by the NewLead Corporate Guarantor);”;




5









 












	 	e.	 	with effect from the Effective Date Schedule 2 of the Principal Agreement shall
be amended to read as follows:





“SCHEDULE 2




Form of Compliance Certificate





	 	 	 	To: FBB-First Business Bank S.A.

62, Notara and Sotiros Dios streets,

Piraeus GR 185 35, Greece

(the “Bank”)


	 
	 	 	 	From: Newlead Holdings Ltd., of Bermuda

c/o Newfront Shipping S.A.,

83 Akti Miaouli and Flessa Street,

185 38 Piraeus, Greece,

Attention: Chief Financial Officer


	 
	 	 	 	Dated: [•]


	 
	 	 	 	Dear Sirs






Re: Term loan facility of up to US$24,150,000 — Loan Agreement dated 2nd
July, 2010 made between (A) Grand Spartounta Inc. (the “Borrower”) and (B)
the Bank (the “Loan Agreement”), as amended from time to time.




	 	1	 	We refer to the Loan Agreement. This is a Compliance
Certificate. Terms defined in the Loan Agreement have the same meaning when
used in this Compliance Certificate unless given a different meaning in this
Compliance Certificate.
	 
	 	2	 	We refer to clause 8.6 of the Loan Agreement and hereby
certify that:






	 	(1)	 	Equity Ratio
	 
	 	 	 	Requirement: Equity Ratio of not less than [25%] [30%].


Actual Equity Ratio: [ ]


Satisfied [YES] : [NO]

	 
	 	(2)	 	 Minimum Liquidity


Actual Minimum Liquidity: [ ]


Requirement: maintain on a consolidated basis the Minimum Liquidity

(as defined in the Corporate Guarantee).


	 
	 	 	 	Satisfied [YES] : [NO]




6









 






	 	(3)	 	Working Capital
	 
	 	 	 	Requirement: maintain on a consolidated basis Working Capital of not
less than zero Dollars ($0).
	 
	 	 	 	Satisfied [YES] : [NO]]
	 
	 	(4)	 	Interest Coverage
	 
	 	 	 	Actual Interest Coverage ratio: [ ]
	 
	 	 	 	Requirement: maintain a ratio of EBITDA to interest payable on a
	 
	 	 	 	trailing four (4) financial quarter basis of not less than [2.0] [2.50]
to 1.0.
	 
	 	 	 	Satisfied [YES] : [NO]
	 
	 	(5)	 	Security Value Maintenance
	 
	 	 	 	Actual Security Value/Security Requirement:
	 
	 	 	 	Requirement: Security Value is not less than the Security Requirement.
	 
	 	 	 	Satisfied [YES] : [NO]






	 	3	 	We confirm that no Default is continuing; [If this statement
cannot be made, the certificate should identify any Default that is continuing
and the steps, if any, being taken to remedy it.]
	 
	 	4	 	appendix 1 hereto contains a comprehensive list of all Group
Members as at the date hereof and the jurisdictions in which they are
incorporated and an up-to-date corporate structure chart for the Group;
	 
	 	5	 	the representations set out in clause 6 of the Loan Agreement
are true and accurate with reference to all facts and circumstances now
existing and all required authorisations have been obtained and are in full
force and effect; and






[State any exceptions/qualifications to the above statements]




[Attach list of current Group Members and current corporate structure chart]




 






Chief Financial Officer”;





	 	f.	 	with effect from the Effective Date Clause 8.6(e) of the Principal Agreement
shall be deleted;
	 
	 	g.	 	with effect from the Effective Date, all references in the Principal Agreement
to “this Agreement”, “hereunder” and the like and in the Security Documents to the
“Loan Agreement” or the “Agreement” shall be construed




7









 






	 	 	 	as references to the Principal Agreement as amended and/or supplemented by this
Agreement; and
	 
	 	h.	 	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 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.






	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, 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
	 
	 	 	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.	 	Continuance and reconfirmation of the Corporate Guarantee
	 
	 	 	The Corporate Guarantor hereby confirms that, notwithstanding the variation to the Principal
Agreement contained herein, the provisions of the Corporate Guarantee executed by the
Corporate Guarantor shall remain in full force and effect as guarantee of the obligations of
the Borrower under the Principal Agreement as amended hereby and in respect of all sums due
to the Bank under the Principal Agreement (as so amended) and the Security Documents.




8









 






	9.	 	Fees and expenses
	 
	9.1	 	The Borrower and the Corporate Guarantor jointly and severally covenant and agree to pay and
discharge all upon demand 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.
	 
	9.2	 	The Borrower and the 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.
	 
	10.	 	Miscellaneous
	 
	10.1	 	The provisions of Clause 13 (Assignment, Participation and Lending Branch) and Clause
15.1 (Notices) of the Principal Agreement shall apply to this Agreement as if the same
were set out herein in full.
	 
	11.	 	Applicable law and jurisdiction
	 
	11.1	 	This Agreement shall be governed by and construed in accordance with English Law.
	 
	11.2	 	For the exclusive benefit of the Bank, each of the Security Parties agrees that any legal
action or proceedings arising out or in connection with this Agreement against the Security
Parties (or any of them) or any of their respective assets may be brought in the English
Courts. Each of the Security Parties irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers Messrs.
Cheeswrights, Notaries Public, at their office for the time being at Bankside House,
107 Leadenhall Street, London EC3A 4HA, England, to receive for it and on its behalf, service
of process issued out of the English courts in any such legal action or proceedings, who is
hereby authorised to accept such service, which shall be deemed to be good service on each of
the Security Parties. Finally, each of the Security Parties hereby waives any objections to
the inconvenience of England as a forum.






	 	(a)	 	The submission to the jurisdiction of the English Courts shall not (and shall
not be construed so as to) limit the right of the Bank to take proceedings against the
Security Parties (or any of them) 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
England shall have exclusive jurisdiction to determine any claim which Security Parties




9









 






	 	 	 	(or any of them) may have against the Bank arising out of or in
connection with this Agreement and each of the Security Parties (or any of them)
hereby waives any objections to proceedings with respect to this Agreement in such
courts on the grounds of venue or inconvenient forum.






	11.3	 	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 Security Parties 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.
	 
	11.4	 	Mr. Panagiotis-Peter Kallifidas, an attorney at law, presently of 83 Akti Miaouli and Flessa
Street, 185 38 Piraeus, Greece, is hereby appointed by each of the Security Parties as agent
to accept service (hereinafter “Process Agent in Greek proceedings”) 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 in Greek proceedings (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
in Greek proceedings was not found at such address, any process notice, judicial or
extra-judicial request, demand for payment, payment 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.
	 
	11.5	 	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 Spartounta Inc., 

of The Marshall Islands, in the presence of:

	 	 	)

)	 	 	/s/ Michail Livanos
 
 Attorney-in-Fact






	 	 	 	 	 

	Witness:

	 	/s/ Efstratios Kalantzis
 

	 	 
	Name:	 	Efstratios Kalantzis	 	 
	Address:	 	13 Defteras Merarchias Str. 

Piraeus, Greece	 	 
	Occupation:	 	Attorney-at-law	 	 






THE CORPORATE GUARANTOR




	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 
	Mr. Panagiotis-Peter Kallifidas

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	NewLead Holdings Ltd., 

of Bermuda, in the presence of:

	 	 	)

)	 	 	/s/ Panagiotis-Peter Kallifidas
 
 Attorney-in-fact






	 	 	 	 	 

	Witness:

	 	/s/ Efstratios Kalantzis
 

	 	 
	Name:	 	Efstratios Kalantzis	 	 
	Address:	 	13 Defteras Merarchias Str. 

Piraeus, Greece	 	 
	Occupation:	 	 Attorney-at-law	 	 







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THE MANAGER




	 	 	 	 	 	 	 

	SIGNED by

	 	 	)	 	 	 
	Mr. Panagiotis-Peter Kallifidas

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	Newleads Bulkers S.A.,

of Liberia, in the presence of:

	 	 	)

)	 	 	/s/ Panagiotis-Peter Kallifidas
 
 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

	 	 	)	 	 	 
	Mr. Nikolaos Vougioukas

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	FBB-FIRST BUSINESS BANK S.A.


	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	/s/ Nikolaos Vougioukas
 
 Attorney-in-Fact






	 	 	 	 	 

	Witness:

	 	/s/ Efstratios Kalantzis
 

	 	 
	Name:	 	Efstratios Kalantzis	 	 
	Address:	 	13 Defteras Merarchias Str.

Piraeus, Greece	 	 
	Occupation:	 	Attorney-at-law	 	 







12