exv4w46






EXHIBIT 4.46




AMENDMENT TO

ESCROW AGREEMENT




     This Amendment to Escrow Agreement (this “Amendment”), dated as of July 2nd, 2010,
is among NewLead Holdings Ltd., a Bermuda corporation (“NewLead”), Grandunion, Inc., a Marshall
Islands corporation (“Grandunion”) and Computershare Trust Company, N.A., a national banking
association (“Computershare”).


1. Reference to Escrow Agreement. Reference is made to the Escrow Agreement dated as of
April 1, 2010, by and among NewLead, Grandunion and Computershare (the “Escrow Agreement”). Terms
defined in the Escrow Agreement and not otherwise defined herein are used herein with the meanings
so defined.



2. Amendment to Section 1(b) of Escrow Agreement. Section 1(b) of the Escrow Agreement is
hereby deleted in its entirety and replaced with the following:




     “(b) “Claims” means any claims to the Holdback Shares asserted against Grandunion (i) pursuant
to Section 2.3 of the Purchase Agreement or (ii) pursuant to Section 2.3 of the Securities Purchase
Agreement dated as of July 2nd, 2010, between NewLead and Grandunion (the “Additional
Purchase Agreement”).”


3. Amendment to Section 8 of Escrow Agreement. Section 8 of the Escrow Agreement is hereby
deleted in its entirety and replaced with the following:




     “8. No Limitation. NewLead’s rights and recourses against Grandunion with respect to
any Claims under Section 2.3 of the Purchase Agreement or under Section 2.3 of the Additional
Purchase Agreement shall not be replaced, limited or deemed to be waived, in whole or in part, by
the exercise of NewLead’s rights and recourses under this Agreement or any other terms and
conditions of this Agreement except to the extent of any payment made by the Escrow Agent to
NewLead pursuant hereto following delivery of a Loss Notice in respect of a Claim.”



4. Miscellaneous. Except as otherwise set forth herein, the Escrow Agreement shall
remain in full force and effect without change or modification. This Amendment may be executed in
any number of counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties and their respective successors and assigns.



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.




	 	 	 	 	 	 	 

	 	 	NEWLEAD HOLDINGS LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allan Shaw
 

	 	 
	 	 	Name: Allan Shaw	 	 
	 	 	Title: CFO / Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	83 Akti Miaouli & Flessa Str.	 	 
	 	 	Piraeus 185 38 Greece	 	 
	 	 	Facsimile No.: 30 (210) 898 3788	 	 
	 	 	Telephone No.: 30 210 898 3787	 	 
	 	 	Attn: Allan Shaw	 	 
	 
	 	 	 	 	 	 
	With a copy to:	 	Mintz, Cohn, Ferris, Glovsky, and Popeo, P.C.	 	 
	 	 	666 Third Avenue, New York, NY 10017	 	 
	 	 	Facsimile: (212) 983-3115	 	 
	 	 	Telephone: (212) 692-6768	 	 
	 
	 	 	 	 	 	 
	 	 	GRANDUNION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michail S. Zolotas	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michail S. Zolotas	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice:	 	 
	 	 	Akti Miaouli 83 & Flessa 1-7	 	 
	 	 	Piraeus 185 38, Greece	 	 
	 	 	Facsimile No.: +30 (213) 014-8019	 	 
	 	 	Telephone No.: +30 (210) 428-8520	 	 
	 	 	Attn: Michail Zolotas