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DATED: 03d July 2006

SEVENKEY LIMITED
('the Lendef)

and

GALLAGHER HOLDINGS LIM|TED


('the Bonowef)

SUPPLEiIENTARY AGREEIfr ENT


TO THE LOAN AGREEI$ENT

CHRISTODOULOS G. VASSILIADES & CO.


ADVOCATES ..I-EGAL CONSULTANTS
15 AGIOU PAMOU STREET

LEORA HOIJSE, AYOS A{DREAS 1105 NICOS|A. CYPRUS

TEL: 357-22-5566

-n

FA(: 357-22-n-99-St
E-rnail:

vassla@cr.net

h{F/i,vrrrw,\asslarr, cffYl

This Agreement is made today on the 3d July 2006

srrwirN:

(A) SEVENKEY LlMlrED, a company incorporated in the commonwealth of the

Bahamas under Reg. Number 100,3438, whose registered office is at 1"1 Floor, Kings Court, Bay Street, P.O. Box N. 3944, Nassau, Bahamas (the
"Lended'), and; (B) GALLAGHER HOLDINGS LlMlrED, a company incorporated in the Repubtic of Cyprus under Reg. Nurnber 133001, whose registered office is Pavlou, LEDRA HOUSE, 1105 Nicosia-Cyprus (the "Borrowef);

at

1S Agiou

hereinafter called altogetherlhe Parties'

WHEREAS:

(A) Pursuant

to the Loan Agreement between the Lender and the Bonower,

dated 6 April 2004, a copy of which is hereby aftached as AppENDtX A ('the Loan Agreement'), the Lender granted to the Borrower a loan for the amount

of USD 49,500,000 (Forty Nine Million Five Hundred Thousand US Dollars)


('the Loan') to be repayable plus interest of five per cent per annum as per the terms and provisions of the Loan Agreement. (B) Pursuant

to the Consent and Amendment No.1 to the Loan Agreement

between the Lender and the Borrower, dated 5 April 2005, a copy of which is

hereby attached as APPENDIX


Amendment.

('the First Amendment'), the Loan

Agreement has been amended as per the terms and provisions of the First

(C) Pursuant

to Consent and Amendment No.2 between the Lender and the Borrower, dated 5 April 2006, a copy of which is hereby attached as

APPENDIX G ('the Second Amendmenf), the Loan Agreement and the First Amendment have been amended as per the terms and provisions of the
Second Amendment.

(D) Pursuant

to the terms and provisions of the Loan Agreement, the

First

Amendment and the second Amendment (collectively 'the Loan Agreement')

the Borrower has paid to the Lender (a) on 1gl10l2o0s the amount of USD 2,000,0000 (Two Million US Dollars) as partiat repayment of the Loan (,the
September 2005 the amount of USD 12, 000,000 (Twelve Million US Dotlars), (c) on 14t4D005 the amount of USD 5,000,000 (Five Million USD Dollars) and (d) on 1ftt2oos the amount of EUR 91s,000 Instalment')

and (b) on I

(Nine Hundred Fifteen Thousand EURO) as full repayment of the amount of usD18,107,516 (Eighteen Mittion one Hundred seven Thousand and Five
Hundred Sixteen US Dollars) ('the Fixed Amount').

(E)The Parties have agreed to amend the terms of the Loan Agreement as per
the terms and provisions of this Agreement.

lT lS HEREBY AGREED, as follows:


,|.DEFINITIONS

1.1 'the Loan' means the Loan as described in Recital {A). 1.2 'USD' and 'US Dollars' means the lavWul currency for the time being of the
United States of America.

1.3 'Execution' means the signing of the present Agreement. 1.4 'Share Profrt' means the Share Profit as defined in Clause 2.1. 1.5 In this Agreement (including the Recitals and Schedules), unless the context
otherwise requires:

1.5.1 all references


provision

to statutory provisions or

enactments shall include


this

references to any amendment, modification or re-enactment of any such

or

enactment (whether before

or after the date of

agreement)
enactment.

to any previous

enactment which has been replaced or

amended and to any regulation or order made under such provision or

1.5.2

references to documents in the agreed form are to documents in terms agreed between the parties to this agreement.

1.5.3

references to the Recitals, clauses and the Schedules are respectively to the Recital to, clauses of and the Schedules to this Agreement.

2. SHARE PROFIT

2.1 ln the event where the Bonower has investment income in its

financial

statements of 2006 over USD 1 billion, the Borrower shall grant to the Lender a

share profit of 4.9o/a on the amount of the investment income recorded in its financialstatements of 2006 ('the Share Profit').
2.2 The Share Profit shall be granted gratuitously by the Borrower to the Lender on

the basis that the investment of the amount of the Loan has resulted in investment income over and above the expeeied result and shall not be
interpreted as an agency fee, and or service fee and or fee for the provision of any services by the Lender to the Borrower and or otheruise.

3. PAYMENT

3.1 The method payment of the Share Profit (if any) by the Borrower to the Lender

shall be decided by the Parties pursuant to a Supplementary Agreement of the


Loan Agreement to be entered between the Parties after the preparation of the final draft of the financial statements of the Borrower for the year 2006.

4. DEFAULT
4.1 The occurrence of any one of the following events shall constitute default under

this Agreement:

4.1.1 it the Lender fails to fulfil any of its obligations under the terms of this Agreement and such default shall continue for

a period of 30

days

after wriften notice thereof to the Lender by the Bonower.

4.1.2 if the Bonower fails to repay back the Outstanding Loan and or fulfil any of his obligations under this Agreement and such default shall continue for a period of 30 days after written notice thereof to the
Bonower by the Lender.

4.2

In the case where this Agreement ceases to be in full force and effect by
virtue of the terms of the present Agreement the Parties shall disavow their

obligations

or shall contest the validity or enforceability of any of their

obligations thereof.

5. REPRESENTATIONS AND WARRANTIES 5.1The Lender hereby represents and warrants that:

5.1.1

it has full power and authority to execute deliver and perform its obligations by virtue of the terms of this Aoreement.

5.1.2The Borrower hereby represents and wanants that:

5.1.2.1it has full power and authority to execute deliver and perform its obligations
by virtue of the terms of this Agreement.

6. COVENANTS

6.1 The Lender hereby covenants:

6.1.1 to inform the Bonower promptly if any default or any event of default, which

with the giving of notice and/or lapse of time would constitute a default or an
event of default occurs or if any event occurs which may materially adversely affect his abili$ to perform any of his obligations by virtue of the terms of this
Agreement;

6.1.2 shall from time to time at the request of the Borrower execute and deliver to the Borrower all such documents as the Bonower shall deem desirable in its absolute

discretion
Agreement.

for giving full effect to his obligations by virtue of the

present

6.2 The Borrower hereby covenants that:

6.2.1 will promptly inform the Lender if any default or any event of default,
which with the giving of notice and/or lapse of time would constitute a

default or an event of default occurs or if any event occurs, which may


materially adversely affect his ability to perform any of his obligations by virtue of the terms of the present Agreement.

7.

NOTTCES

7.1 Notices given in connection with this Agreement shall be in writing and mailed by registered post to the to the addresses to be indicated by each party
respectively and shall be deemed

to have been received seven days

after

mailing. Notices may also be sent by telex or telefax provided that such telex or telefax be confirmed by written notice as aforesaid, and in which event notice shall be deemed to have been received at the time of effective dispatch of the telex or telef;ax, such to be evidenced by an appropriate answer-back on the
transmission report.

8.

CONFIDENTIALITY Parties hereto expressly agree to keep and to treat this Agreement as

8.1 The

absolutely confidential. No par$ shalldivulge to any third party any information

regarding the terms of this Agreement or any matters contemplated by this transaction or make any announcement relation
gives its written consent in advance.

to it, unless the other party

9.

GENERAL PROVISIONS

9.1 Completion shall not in any way prejudice and/or affect the operation of any of the provisions of this Agreement, which contemplate and/or are capable of postcompletion andlor operation and such provisions shallcontinue in fullforce and effect notwithstanding completion.
9.2

This Agreement shall be executed in two original versions in the English


Language, having the equal legal power, one version for each Party.

9.3 The provisions of the present Agreement shall not be amended and/or modified

andior altered except by a supplementary agreement between both parties.