PRICING SUPPLEMENT

Navio Company Limited Multiple Issuer Programme (2)

Additional Information

The additional information in this section does not constitute part of the Terms and Conditions of the Notes and is subject to amendment at any time without reference to the Noteholders.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain further restrictions on offers and sales of Notes and distribution of the Information Memorandum and the Supplemental Information Memorandum see "Subscription and Sale" in the Information Memorandum.

This Series of Notes will not be rated.

Terms and Conditions

The amounts of the Company's payment obligations under the Notes are dependent upon the credit of Telecom Italia SpA (the "Reference Entity"). The Original Charged Assets are EUR denominated securities issued by Banco Internacional de Credito, S.A. (the "Underlying Obligor") which comprise security for the Notes. Default or similar events by the Reference Entity or the Underlying Obligor will cause the Notes to redeem early. The ability of the Company to make payment under the Notes is also dependent on the performance of the Counterparty under the Swap Agreement. Default by the Counterparty or tax imposition and other events affecting the Original Charged Assets or the Swap Agreement will cause the Notes to redeem early. Any of these events may cause significant losses to the Noteholders and may result in the Notes redeeming at zero.

The Notes are complex instruments which involve a high degree of risk and are suitable for purchase only by sophisticated investors who are capable of understanding the risks involved.

The terms and conditions set out below should be read in conjunction with the Conditions set out in the Information Memorandum relating to the Programme (2). Terms used herein shall be deemed to be defined as such for the purposes of the Conditions.

(Note: headings are for ease of reference only)

EUR 50,000,000 Credit Linked Notes due 2 May 2011

Except as set out below and in Schedules A and B hereto, which form an integral part of this Pricing Supplement and the Notes and are binding on Noteholders, the Notes will be subject to the general Conditions set out in the Information Memorandum and also to the following terms:

Series Number: N1.1

Currency of Denomination: Euro ("EUR")

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Relevant Currency: EUR

Par Value: The Denomination of the relevant Note

Aggregate Principal Amount of Series: EUR 50,000,000

Issue Date: 15 May 2001

Issue Price: 100 per cent.

Net Proceeds: EUR 50,000,000

Original Charged Assets: The securities specified in Schedule A to this Pricing Supplement to be purchased on the Issue Date and held pursuant to the Custody Agreement by the Custodian acting through its London office.

Swap Agreement: Yes

Counterparty Ranking: Counterparty Senior Ranking

Securities Lending Permitted: No

Holder's Option to Require Definitive Notes:

No

Condition 1 (Form, Denomination and Title)

Form of Notes: Bearer

Denomination(s): Notwithstanding that the Notes are Bearer Form the Notes shall have a Minimum Denomination of EUR 40,000 and integral multiples of EUR 50 in excess thereof.

Condition 6 (Interest)

Interest Basis: Floating

Interest Commencement Date: 15 May 2001

Fixed Interest Basis:

Basis Period: N/A

Interest Rate: N/A

Interest Bearing Amount: N/A

Basis Commencement Date: N/A

Basis End Date: N/A

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Interest Period: N/A

Interest Payment Dates: N/A

Minimum Interest Rate: N/A

Maximum Interest Rate: N/A

Interest Accrual Period Dates: N/A

Adjustment: N/A

Business Day Convention: N/A

Day Count Fraction: N/A

Floating Interest Basis:

Basis Period(s): First Basis Period

Interest Bearing Amount: The Denomination of the relevant Note

Basis Commencement Date: 15 May 2001

Basis End Date: 2 May 2011

Interest Period: The period from and including the Issue Date to but excluding the Scheduled Maturity Date.

Interest Payment Dates: 2 May 2011, provided that, if a Credit Event has occurred with respect to the Reference Entity prior to the Interest Payment Date or if an Uncured Default exists with respect to the Reference Entity on the Payment Business day preceding the Interest Payment Date, no amount of interest otherwise payable on the Interest Payment Date in the absence of the occurrence of a Credit Event or the existence of an Uncured Default shall be due. In the event that on or after the Interest Payment Date a Default Correction Date occurs in respect of such Uncured Default, the amount of interest that would have been payable on the Interest Payment Date in the absence of any Uncured Default shall be payable on the Deferred Interest Payment Date and no additional amount shall be due in respect of any such delay. No interest shall be payable if any Uncured Default results in a Credit Event.

"Deferred Interest Payment Date" means the day falling 5 Payment Business Days following the relevant Default Correction Date provided that the provisions of the previous paragraph shall apply to such date as though it were an Interest Payment Date.

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Interest Rate, Spread and Spread Multiplier: The Interest Rate for an Interest Accrual Period will be the sum of the Index Rate determined pursuant to Condition 7(a) and the Spread.

Spread: Plus 0.60 per cent. per annum.

Minimum Interest Rate: N/A

Maximum Interest Rate: N/A

Interest Accrual Period Dates: 2 May and 2 November in each year from and including 2 November 2001 to and including 2 May 2011.

Additional Provisions relating to interest: Interest accrued in respect of an Interest Accrual Period will not be paid but shall be compounded at the end of each Interest Accrual Period and the compounded balance shall itself bear interest in any subsequent Interest Accrual Period at the Index Rate (but without addition of the Spread) applicable to the relevant subsequent Interest Accrual Period.

Adjustment: Adjustment to all start and end dates

Business Day Convention: Modified Following Business Day Convention

Day Count Fraction: Actual/360

Condition 7 (Provisions Relating to Various Indices)

(a) Item to be determined by reference to Index Rate: Interest Rate for First Basis Period

Reset Dates: The first day of each relevant Interest Accrual Period

Determination Business Day Centre(s): TARGET

Determination Date - Specified Number: 2

Determination Time: 11 a.m. Brussels time.

Benchmark: Euro-zone interbank offered rate for EUR deposits

Primary Source for Index Rate Quotations: Telerate 248

Designated Maturity: Designated Maturity will be 6 months, except in the case of the first Interest Period which will be subject to Linear Interpolation (as defined in the ISDA Definitions) between the rate for a Designated

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Maturity of 5 months and the rate for a Designated Maturity of 6 months.

ISDA Equivalent: EUR-EURIBOR-Telerate

Method for determining the Index Rate: N/A

(b) Valuation Business Day Centre(s): N/A

Specified Number: N/A

Valuation Time: N/A

Strike Date: N/A

Dealer Poll Average Quote: N/A

Subject Value(s): N/A

Reference Dealers: N/A

Alternative Subject Value(s): N/A

(c) (i) Exchange Index: N/A

Exchange: N/A

Options Exchange: N/A

Futures Exchange: N/A

Index Valuation Date(s): N/A

Specified Number: N/A

Index Business Day Centre(s): N/A

Disruption Number: N/A

Strike: N/A

(ii) Non-Exchange Index: N/A

Index Valuation Date(s): N/A

Specified Number: N/A

Index Business Day Centre(s): N/A

Specified Index Business Day Centre:

N/A

Disruption Number: N/A

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Total Return Index: N/A

Designated Instruments: N/A

Strike: N/A

Various Values: N/A

(g) Option Equivalent Cash flows: N/A

Option Percentage: N/A

Option: N/A

Condition 10 (Redemption, Purchase and Options)

Maturity Date: "Maturity Date" means (i) in the event that no Credit Event has occurred prior to 2 May 2011 and that on the Payment Business Day prior to 2 May 2011 no Uncured Default exists, 2 May 2011 (the "Scheduled Maturity Date") or (ii) in the event that a Credit Event occurs at any time from and including 4 May 2001 to and including the Payment Business Day preceding the Scheduled Maturity Date the day falling ten Payment Business Days following the Final Valuation Date or (iii) in the event that no Credit Event has occurred on or prior to the Scheduled Maturity Date but an Uncured Default exists on the Payment Business Day preceding the Scheduled Maturity Date, either (a) if a Default Correction Date occurs, the day falling five Payment Business Days following such Default Correction Date or (b) if a Credit Event occurs, the day determined in accordance with (ii) above, notwithstanding that the Credit Event occurs on or after the Scheduled Maturity Date. In the event of (a) no additional amount shall be payable in respect of accrued interest from the Scheduled Maturity Date as the result of such delay.

"Uncured Default" means a Potential Failure to Pay has occurred and neither a Credit Event as a result of a Failure to Pay nor a Default Correction Date has occurred.

"Default Correction Date" means with respect to an Uncured Default, the day (if any) on which Publicly Available Information exists confirming that such Potential Failure to Pay has been cured and ceases to exist, as determined by the Calculation Agent, provided that such Potential Failure to Pay is cured within the originally applicable grace period prior to the expiry of which such debt is not capable of being declared due and payable, and provided that such

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cure occurs before a Credit Event as a result of a Failure to Pay occurs.

"Potential Failure to Pay" means the determination by the Calculation Agent that Publicly Available Information exists confirming the existence or occurrence of a failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligations.

"Defaulted Credit" means, on any day, each Reference Entity in respect of which a Credit Event Date has occurred.

"Undefaulted Credit" means, on any day, each Reference Entity in respect of which no Credit Event Date has occurred.

"Credit Event Date" means the day on which the Calculation Agent gives notice to the Company that a Credit Event has occurred.

"Reference Entity" means:

Telecom Italia SpA and any Successors.

"Successor" means a direct or indirect successor to a Reference Entity that assumes all or substantially all of the obligations thereof by way of merger, consolidation, amalgamation, transfer or otherwise, whether by operation of law or pursuant to any agreement, as determined by the Calculation Agent.

"Credit Event" means the determination by the Calculation Agent that Publicly Available Information exists confirming the existence or occurrence in respect of the Reference Entity or any Obligation of the Reference Entity of (i) a Failure to Pay, (ii) a Repudiation/Moratorium, (iii) a Restructuring, (iv) an Obligation Acceleration or (v) a Bankruptcy.

"Failure to Pay" means, after the expiration of any applicable (or deemed) Grace Period (after the satisfaction or any conditions precedent to the commencement of such Grace Period) the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations.

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"Repudiation/Moratorium" means a Reference Entity or Governmental Authority (a) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, one or more Obligations in an aggregate amount of not less than the Default Requirement or (b) declares or imposes a moratorium, standstill or deferral, whether de facto or de jure, with respect to one or more Obligations in an aggregate amount of not less than the Default Requirement.

"Restructuring" (a) means with respect to one or more Obligations, including as a result of an Obligation Exchange, and in relation to an aggregate amount of not less than the Default Requirement, any one or more of the following events occurs, is agreed between the Reference Entity or a Governmental Authority and the holder or holders of such Obligation or is announced (or otherwise decreed) by a Reference Entity or a Governmental Authority in a form that is binding upon a Reference Entity, and such event is not provided for under the terms of such Obligation in effect as of the later of 4 May 2001 and the date as of which such obligation is issued or incurred:

(i) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals

(ii) a reduction in the amount of principal or premium payable at maturity or at scheduled redemption dates

(iii) a postponement or other deferral of a date or dates for either (A) the payment or accrual of interest or (B) the payment of principal or premium

(iv) a change in the ranking in priority of payment of any Obligation, causing the subordination of such Obligation

(v) any change in the currency or composition of any payment of interest or principal.

(b) Notwithstanding the provisions above, none of the following shall constitute a Restructuring:

(i) the payment in EUR of interest or principal in relation to an Obligation denominated in a currency of a Member State of the European Union that adopts or has adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on the European Union

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(ii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to (v) above due to an administrative adjustment, accounting adjustment or tax adjustment or other technical adjustment occurring in the ordinary course of business and

(iii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to (v) in circumstances where such event does not directly or indirectly result from a deterioration in the creditworthiness or financial condition of the Reference Entity.

(c) If an Obligation Exchange has occurred, the determination as to whether one of the events described in (a)(i) to (v) above has occurred will be based on a comparison of the terms of the Obligation immediately before such Obligation Exchange and the terms of the resulting Obligation (if any) immediately following such Obligation Exchange.

The determination under (b)(iii) and (c) of "Restructuring" above shall be made by the Calculation Agent in its sole discretion.

"Obligation Acceleration" means one or more Obligations have become due and payable before they would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar condition or event (however described), other than a failure to make any required payment under any Obligation, in respect of a Reference Entity under one or more Obligations in an aggregate amount of not less than the Default Requirement.

"Bankruptcy" means a Reference Entity (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgement of insolvency or bankruptcy or the entry of an order for relief or the

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making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to an appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Governmental Authority" means any de facto or de jure government (or any agency, instrumentality, ministry or department thereof), court, tribunal, administrative or other governmental authority, any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of a Reference Entity or of the jurisdiction of organisation of a Reference Entity.

"Grace Period" means the lesser of the applicable grace period with respect to the relevant Obligation under the terms of such Obligation in effect as of the later of 4 May 2001 or the date of issuance of such Obligation and a period of 30 days from the commencement of such applicable grace period, provided that if the terms of the relevant Obligations are not publicly available such that the length of any Grace Period, conditions precedent to the commencement of any such Grace Period or whether any such conditions are satisfied cannot be established, it shall be deemed that the Grace Period is a period of 30 days from the due date for payment and all conditions precedent to the commencement thereof were satisfied on such due date.

'Publicly Available Information" means information which (a) has been published in or on any two of the following sources: The Ninon Keizai Shinbun, The

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New York Times, The Wall Street Journal, The Financial Times, Reuters Monitor Money Rates Services, Dow Jones Telerate Service, Dow Jones News Wire, Bloomberg Service or any other internationally recognised published or electronically displayed financial news source regardless of whether the reader or user thereof pays a fee to obtain such information or (b) is received from (A) the relevant Reference Entity or (B) a trustee, fiscal agent, administrative agent, clearing agent or paying agent for an obligation or (c) is information contained in any petition or filing instituting a proceeding described in sub-clause (iv)) of the definition of Bankruptcy against or by a Reference Entity or (d) is information contained in any order, decree or notice, however described, of a court, tribunal, regulatory authority or similar administrative or judicial body.

Publicly Available Information need not state that such occurrence (i) has met the Payment Requirement or Default Requirement (ii) is the result of exceeding any applicable Grace Period or (iii) has met the subjective criteria specified in Potential Failure to Pay or in certain Credit Events.

Once Publicly Available Information exists that an event has occurred in respect of the Reference Entity or any Obligation, then such event will be deemed to continue unless Publicly Available Information exists to the effect that such event in respect of the relevant Reference Entity or Obligation has been cured. In the absence of any Publicly Available Information to the effect that any such event has been cured coming to the notice of the Calculation Agent, the Calculation Agent shall be entitled to assume that such event is continuing and the Calculation Agent shall determine the existence or occurrence of a Potential Failure to Pay or Credit Event accordingly.

When determining the existence or occurrence of any Potential Failure to Pay or any Credit Event, the Calculation Agent shall make such determination based on the occurrence of an event whether or not the occurrence of the relevant event arises directly or indirectly from (a) any lack or alleged lack of authority or capacity of the relevant Reference Entity to enter into any Obligation, (b) any actual or alleged unenforceability, illegality, impossibility or invalidity with respect to any Obligation, however described, (c) any applicable law, order, regulation, decree or notice, however described, or the promulgation of, or any change in, the interpretation

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by any court, tribunal, regulatory authority or similar administrative or judicial body with competent or apparent jurisdiction of any applicable law, order, regulation, decree or notice, however described, or (d) the imposition of or any change in any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary or other authority.

"Obligation" means with respect to a Reference Entity, any obligation of such Reference Entity (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money (which term shall include, without limitation, deposits and reimbursement obligations arising from drawings pursuant to letters of credit).

"Obligation Exchange" means the mandatory transfer (other than in accordance with the terms in effect as of the later of 4 May 2001 or the date of issuance of the relevant Obligation) of any securities, obligations or assets to holders of Obligations in exchange for such Obligations. When so transferred, such securities, obligations or assets will be deemed to be Obligations.

"Payment Requirement" means USD 1,000,000 or its equivalent in the currency of the relevant Obligations at the time of the Potential Failure to Pay or, as the case may be, the Credit Event.

"Default Requirement" means USD 10,000,000 or its equivalent in the currency of the relevant Obligations at the time of the Credit Event.

"Reference Obligation" means in respect of each Reference Entity any obligation selected by the Calculation Agent in its sole discretion on or before the relevant Valuation Date that is an obligation of that Reference Entity (either directly or as provider of a guarantee that is unconditional but for any requirement for the beneficiary to give notice that a payment is due under such guarantee or any similar procedural requirement) and which

(A) ranks at least pari passu with the obligations of that Reference Entity that are neither subordinated by their terms (or otherwise) nor secured

(B) is in the form of a Bond or Loan

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(C) is denominated and repayable in any of the lawful currencies of Canada, Federal Republic of Germany, Japan, Republic of France, Republic of Italy, United Kingdom and the United States of America and the euro (and any successor currency to any such currency).

(D) is an obligation (x) the payment or repayment of principal in respect of which is not in an amount determined by reference to any formula or index, or which is not subject to any contingency, and (y) which bears interest at either a fixed or floating rate that is paid on a periodic basis and computed on a benchmark interest rate plus or minus a spread, if any.

For the purposes (D)(x) the principal amount due in respect of an obligation shall not be considered to be an amount determined by reference to any formula or index or to be subject to any contingency, by reason only that the terms of that obligation entitle:

(iii) the holder thereof at his option to convert or exchange such obligation into equity or any other property and/or

(iv) any trustee for the holders thereof to convert or exchange that obligation into equity or other property where (x) such trustee is either satisfied or has been advised (in accordance with the terms of such obligation) that the net proceeds of an immediate sale of the equity or other property arising from such conversion or exchange would be likely to exceed the redemption monies and interest otherwise payable in respect of such obligation and (y) those terms require the sale by or on behalf of the trustee of the equity or other property arising from such conversion or exchange and the rateable distribution f the

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net proceeds of such sale to the holders of that obligation.

(E) in the case of a Bond only, is a Bond that is transferable to institutional investors without any contractual, statutory or regulatory restriction (provided that none of the following shall be considered contractual, statutory or regulatory restrictions):

(3) contractual, statutory or regulatory restrictions that provide for eligibility for resale pursuant to Rule 144A or Regulation S promulgated under the United States Securities Act of 1933, as amended (and any contractual, statutory or regulatory restrictions promulgated under the laws of any jurisdiction having a similar effect in relation to the eligibility for resale of an obligation); or

(4) restrictions on permitted investments such as statutory or regulatory investment restrictions on insurance companies and pension funds

(F) in the case of a Bond, is an obligation that is not a bearer instrument unless interests with respect to such bearer obligation are cleared via the Euroclear system, Clearstream or any other internationally recognised clearing system.

(G) in the case of a Loan,

(i) is a Loan that is, as of the relevant Valuation Date, capable of being assigned or novated either to: (3) any third party; or (4) at a minimum, to commercial

banks and financial institutions (irrespective of their jurisdiction of organisation) that are not then a lender or a member of the relevant lending syndicate without the consent of the relevant Reference Entity or the guarantor, if any, of such Loan (or the consent of the applicable borrower if a Reference

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Entity is guaranteeing such Loan) or any agent; or

(ii) is a Loan that is, as of the relevant Valuation Date, capable of being assigned or novated with the consent of the relevant Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if a Reference Entity is guaranteeing such Loan) or any agent.

(H) is an obligation that has a remaining maturity from the relevant Valuation Date of not more that 30 years.

"Bond" means an Obligation which is in the form of, or represented by, a bond, note (other than notes delivered pursuant to Loans), certificated debt security or other debt security and shall not include any other type of Obligation.

"Loan" means an Obligation that is documented by a term loan agreement, revolving loan agreement or other similar credit agreement and shall not include any other type of Obligation.

Business Day Convention: Modified Following Business Day Convention

Redemption Currency: EUR

(e) Company's Option: N/A

Company's Optional Redemption Amount: N/A

Minimum Redemption Amount: N/A

Higher Redemption Amount: N/A

(f) Noteholders' Option: By giving not more than 40 Payment Business Days and not less than 20 Payment Business Days notice to the Company prior to any Interest Accrual Period Date, the Noteholder may require the Company to redeem the Notes in an aggregate principal amount of not less than EUR 1,000,000 at their Optional Redemption Amount on such Interest Accrual Period Date and no separate amount shall be payable in respect of accrued interest. Notice once given cannot be withdrawn. If the holders of less than EUR 1,000,000 aggregate principal amount of Notes give notice to the Company in respect of any Interest Accrual Period Date, such notice will be void for all

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purposes and the relevant Notes will be treated as though such notice had never been given.

"Optional Redemption Amount" means an amount determined by the Calculation Agent in accordance with the provisions for determining the Early Redemption Amount except that reference to "Early Redemption Date" shall be deemed to be reference to "Optional Redemption Date".

Noteholders' Option Period: N/A

Noteholders' Optional Redemption Date: The relevant Interest Accrual Period Date.

Minimum Redemption Amount: N/A

Higher Redemption Amount: N/A

(g) Instalment Date(s): N/A

Instalment Amount(s): N/A

Business Day Convention: N/A

Condition 11 (Redemption Amount and Early Redemption Amount)

Redemption Amount: The Redemption Amount payable in respect of the Notes will be determined by the Calculation Agent in accordance with the following terms:

In the event that no Credit Event has occurred prior to the Maturity Date, the Redemption Amount shall be 100 per cent. of the Par Value of the relevant Note.

In the event that a Credit Event has occurred prior to the Maturity Date, the Redemption Amount shall be the Aggregate Recovery Proceeds multiplied by Factor.

"Factor" means on any day the Denomination of the relevant Note divided by the aggregate principal amount of the Notes in issue on such day, including Notes of any Series forming a single series with the Notes.

"Aggregate Recovery Proceeds" means an amount determined by the Calculation Agent on the Final Valuation Date is to be either:

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(i) If the Notional Swap Early Termination Amount is an amount that the Calculation Agent would be prepared to receive from the Company:

Liquidation Proceeds - Credit Loss - Notional Swap Early Termination Amount

or (ii) if the Notional Swap Early Termination Amount is an amount that the Calculation Agent would be prepared to pay to the Company:

Liquidation Proceeds - Credit Loss + Notional Swap Early Termination Amount

"Liquidation Proceeds" means the Actual Currency Proceeds (as defined in Condition 11)

"Credit Loss" means the Credit Position multiplied by (100% - Final Price).

"Notional Swap Early Termination Amount" means the amount in EUR that the Calculation Agent would be prepared to pay to, or, as the case may be, to receive from, the Company on the Maturity Date as its bid price for an unwind of a notional swap transaction, which for the purposes only of determining the Notional Swap Early Termination Amount shall be deemed to have been entered into between the Company and the Calculation Agent on the Issue Date, pursuant to which (a) the Calculation Agent is due to pay to the Company floating amounts calculated at a floating rate of 6 month EURIBOR (fixing off Telerate 248) (compounding every six months at such rate), payable in full on the Scheduled Maturity Date and calculated on a notional amount in EUR equal to the aggregate principal amount of the Notes and a day count fraction of Act/360 and (b) the Company is due to pay to the Calculation Agent fixed amounts calculated at a fixed rate of 5.80 per cent. per annum on a notional amount in EUR equal to the aggregate principal amount of the Outstanding Charged Assets and a day count fraction of Actual/360 payable annually on 2 May in each year commencing on 2 May 2002 to and including 2 May 2011, assuming that no Credit Event, Potential Default or Early Redemption Date has occurred or will occur and that all amounts due prior to the Final Valuation Date have been paid in full, as quoted by the Calculation Agent on the Final Valuation Date.

"Credit Position" means on any day an amount in EUR equal to 42 per cent. of the aggregate principal amount

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of the Notes in issue on such day, including Notes of any Series forming a single series with the Notes.

"Final Price" means in respect of a Reference Entity the percentage equal to the highest of the bid quotations obtained from Dealers with respect to the Valuation Date relating to such Reference Entity in the manner provided below. The Calculation Agent shall require each Dealer to provide firm bid quotations (exclusive of unpaid interest and expressed as a percentage of the unpaid principal) for a purchase of an amount of the Reference Obligation of the relevant Defaulted Credit with an outstanding principal amount or Due and Payable Amount equal to the Quotation Amount (a "Full Quotation") as of the Valuation Time on such Valuation Date. The Calculation Agent shall (if applicable) adjust each such quote to deduct the value attributable to any collateral or other credit enhancement arrangements. If at least two such Full Quotations are not available on the same Valuation Business Day, within three Valuation Business Days of the relevant Valuation Date, then on the next Valuation Business Day, (and, if necessary, on each Valuation Business Day thereafter until the tenth Valuation Business Day following the relevant Valuation Date) the Calculation Agent shall attempt to obtain such Full Quotations from at least five Dealers and, if at least two such Full Quotations are not available a Weighted Average Quotation. If the Calculation Agent is unable to obtain two Full Quotations or a Weighted Average Quotation on the same Valuation Business Day on or prior to the tenth Valuation Business Day following the relevant Valuation Date, the Final Price shall be deemed to be zero.

"Weighted Average Quotation" means the weighted average of the highest firm quotations obtained from Dealers at the Valuation Time, to the extent reasonably practical, each for an amount of the Reference Obligation with an outstanding principal amount or Due and Payable Amount (as the case may be) of as large a size as available but less than the Quotation Amount (but of a size at least equal to the equivalent of USD 1,000,000 or, if quotations of such size are not available as near in size as practicable to the equivalent of USD 1,000,000) that in the aggregate are equal to of greater than the Quotation Amount.

"Quotation Amount" means the Credit Position of the relevant Reference Entity or its equivalent in the relevant currency as of the Valuation Date.

"Due and Payable Amount" means the amount that is due and payable under (and in accordance with the terms of) a Reference Obligation as of the Valuation Date, whether by reason of acceleration, maturity,

27

termination or otherwise (excluding sums in respect of default interest, indemnities, tax gross ups and other similar amounts).

"Dealers" means Deutsche Bank AG, Goldman Sachs International, Merrill Lynch & Co, Credit Suisse First Boston International and Morgan Stanley International Ltd.

"Valuation Time" means 11.00 am London time.

"Valuation Date" means in respect of a Defaulted Credit, the day falling 72 calendar days following the Credit Event Date or, if such day is not a Valuation Business Day, the next following Valuation Business Day.

"Final Valuation Date" means in respect of a Defaulted Credit the day on which the Final Price in respect of such Defaulted Credit is determined.

"Valuation Business Day" means a day on which banks and foreign exchange markets are open for business, including settling payments in London and New York.

Minimum Redemption Amount: EURO

Maximum Redemption Amount: N/A

Structured Early Redemption: No

Early Percentage: N/A

Minimum Early Redemption Amount: N/A

Maximum Early Redemption Amount: N/A

Condition 12 (Payments and Talons)

Payment Business Day Centre(s): TARGET

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

Exchange for Definitive Notes at the request of the holder at the expense of: N/A

Temporary Global Note exchangeable for Permanent Global Notes or Definitive Notes: Permanent Global Note

(a) Company to be able to require Exchange of Global Note for Definitive Notes:

No

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(b) Permanent Global Note exchangeable for Definitive Notes:

No

Details of the relevant stabilising manager (if applicable):

N/A

Details of any additions or variations to the selling restrictions: The Notes may not be sold or transferred at any time

to the Reference Entity. If a Reference Entity at any time is the beneficial owner of a Note, such Note shall, notwithstanding any other provisions of the Conditions and regardless of the occurrence or non­occurrence of a Credit Event, have a Redemption Amount and an Early Redemption Amount of EUR 0 and no interest will be due and payable in respect of the Note and for the purposes of the provisions of Noteholders meetings such Note shall be deemed not to be outstanding.

Details of any further additions or variations to the Conditions: (i) There shall be added to Condition 10(c) after

the words "or (ii) a Charged Assets Tax Event occurs" in the first paragraph the following "or (iii) the Company receives notice from the Counterparty or any Noteholder that an Additional Redemption Event has occurred".

"Additional Redemption Event" means the event specified in Schedule B.

For the avoidance of doubt, once an Additional Redemption Event has occurred and notice thereof has been given to the Company, the Notes shall redeem on the Early Redemption Date notwithstanding that the Additional Redemption Event is not continuing.

(ii) The Principal Paying Agent on behalf of the Company shall as soon as practicable give notice to the Noteholders of the determination by the Calculation Agent of the existence or occurrence of a Credit Event or a Potential Failure to Pay.

(iii) All calculations and determinations made by the Calculation Agent in relation to the Notes shall (save in the case of manifest error at the time the relevant determination is made) be final and binding on the Company, the Trustee, the agents appointed under the Agency Agreement and the Noteholders and Couponholders.

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(iv) No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

(v) The Counterparty is not obliged to hold any of the Reference Obligations at any time during the life of the Swap Agreement or of the Notes.

(vi) In the event that an Optional Redemption Date occurs, for the purposes of Condition 4(d) all references to "Outstanding Charged Assets" will be deemed to be reference to Outstanding Charged Assets with an aggregate principal amount equal to the aggregate principal amount of Notes in respect of which such Optional Redemption Date is due to occur and all references to the 'Termination Payment" under the Swap Agreement will be deemed to be a reference to a partial termination payment due in respect of a pro rata portion of the Swap Agreement.

"Early Valuation Date" means the day falling 2 Valuation Business Days prior to the Early Redemption Date.

Method of issue of Notes: J.P. Morgan Securities Ltd. as Individual Dealer

Dealers' Commission(s) (Syndicated Issue): None

Members of syndicate (Syndicated Issue): N/A

Common Code: 12947771

ISIN Number: XS0129477716

Details of additional/alternative clearance system approved by the Company, relevant Dealer(s) and the Principal Paying Agent: N/A

Notes to be listed on the London Stock Exchange: The Company intends to apply to the UK Listing

Authority for the Notes to be admitted to the Official List and to the London Stock Exchange plc for the Notes to be admitted to trading on the London Stock Exchange's markets for listed securities. The Company will use reasonable efforts to achieve a listing of the Notes within three months of the Issue Date. There is no assurance that the Company will be able to affect a listing of the Notes as it is subject to availability of information and the requirements of the UK Listing Authority and the London Stock Exchange.

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If at any time the Underlying Obligor has no debt or equity listed on a recognised stock exchange the Company reserves the right to request de-listing of the Notes and will have no obligation to apply for a re-listing of the Notes if the Underlying Obligor subsequently issues debt or equity which is listed on a recognised stock exchange. The term "recognised" in this context means that the requirements of the relevant stock exchange thereof are accepted by the UKLA and the London Stock Exchange as providing equivalent disclosure as the UKLA and the London Stock Exchange.

By: (Authorised signatory)

(representative of the Principal Paying Agent acting on behalf of the Company)

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Schedule A

Original Charged Assets: EUR 50,000,000 principal amount of Banco Internacional de Credito, S.A. 5.80 per cent. Fixed Rate Notes (ISIN XS0128883922) due 2 May 2011

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Schedule B

Additional Redemption Event: The ownership of the equity and/or voting rights of Banco Internacional de Credito S.A. by Banco Espirito Santo S.A. ever falls below 51 per cent.

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26 September 2001

Issue Supplement

Navio Company Limited (incorporated with limited liability in Jersey)

EUR 50,000,000 Credit Linked Notes due 2 May 2011 by such company (the "Company") being authorised as a Programme Company under the US$ 10,000,000,000 Multiple Issuer Programme (2) for the issue by Specified Companies of Notes with a minimum maturity of one month and a maximum maturity of thirty years

This Issue Supplement and Pricing Supplement with the exception of the documents incorporated by reference herein comprises supplementary listing particulars (the "Supplementary Listing Particulars") as required by Section 147 of the Financial Services Act 1986 in connection with the issue by Navio Company Limited (the "Company") of its EUR 50,000,000 Credit Linked Notes due 26 April 2010 (the "Notes") under the US$ 10,000,000,000 debt issuance programme (the "Programme 2") for the issue by Specified Companies of Notes and is supplemental to the Information Memorandum dated 8 July 1999 (the "Principal Information Memorandum") and the Supplemental Information Memorandum dated 17 July 2001 (the "Supplemental Information Memorandum" and together with the Principal Information Memorandum the "Information Memorandum") which together comprise listing particulars. The Supplementary Listing Particulars should be read in conjunction with the Information Memorandum. Terms defined in the Information Memorandum have the same meaning when used in this Issue Supplement. Terms and conditions relating to the Notes, to the extent not set forth in the Information Memorandum, shall be set forth in a Pricing Supplement which shall be delivered to the UK Listing Authority and the London Stock Exchange.

THE AMOUNTS OF THE COMPANY'S PAYMENT OBLIGATIONS UNDER THE CREDIT LINKED NOTES ARE DEPENDENT UPON THE CREDIT OF ACERTAIN ENTITY (THE "REFERENCE ENTITY") AND OF THE ORIGINAL CHARGED ASSETS. THE REFERENCE ENTITY IS TELECOM ITALIA SpA WITH A CREDIT POSITION OF 42 PER CENT. OF THE PRINCIPAL AMOUNT OF THE NOTES. THE NOTES ARE HIGHLY LEVERAGED AND ILLIQUID AND THEIR PRICE MAY BE MORE VOLATILE THAN THAT OF UNSTRUCTURED SECURITIES. DEFAULT OR SIMILAR EVENTS BY THE REFERENCE ENTITY WILL LEAD TO REDUCTIONS IN THE PRINCIPAL AND INTEREST PAYABLE IN RESPECT OF THE NOTES. DEFAULT OR SIMILAR EVENTS BY THE ISSUER OF THE ORIGINAL CHARGED ASSETS OR THE FAILURE OF THE ORIGINAL CHARGED ASSETS TO PAY IN ACCORDANCE WITH THEIR EXPECTED PAYMENTS SCHEDULE WILL CAUSE THE NOTES TO REDEEM EARLY. IN ADDITION THE NOTES MAY REDEEM EARLY DUE TO TAX IMPOSITION AND OTHER EVENTS AFFECTING THE SWAP AGREEMENT AND THE ORIGINAL CHARGED ASSETS AS SET OUT UNDER "THE SWAP AGREEMENT" IN THE PRINCIPAL INFORMATION MEMORANDUM. ANY OF THESE EVENTS MAY CAUSE SIGNIFICANT LOSSES TO THE NOTEHOLDERS AND MAY RESULT IN THE NOTES REDEEMING AT ZERO.

THE NOTES ARE COMPLEX INSTRUMENTS WHICH INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE FOR PURCHASE ONLY BY SOPHISTICATED INVESTORS WHO ARE CAPABLE OF UNDERSTANDING THE RISKS INVOLVED.

References in the Information Memorandum to the Notes being listed on the "London Stock Exchange" shall be deemed to refer to the Notes being admitted to the official list (the "Official List") of the Financial Services Authority in its capacity as competent authority under the Financial Services Act 1986 (the "UK Listing Authority") and references in the Information Memorandum to the Notes being traded on the "London Stock Exchange" shall continue to refer to the London Stock Exchange plc.

Pursuant to the UK Financial Services Act, in order for the Notes to be admitted to the Official List and to be admitted to trading on the London Stock Exchange, the Company is obliged to prepare listing particulars that contain all information which investors and their professional advisors would reasonably require and reasonably expect to find there, in order to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and the rights attaching to the notes. In determining what information is so required or is so expected, regard may be had to, among

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other things, (1) the nature of the notes (2) the nature of the persons likely to consider their acquisition and (3) certain information available to investors and their professional advisors. The Company is not permitted by the UK Listing Authority, in order to satisfy this obligation only, to rely upon information incorporated by reference into the document that constitutes listing particulars.

The Company has determined that any reference in this document to Supplementary Listing Particulars means this document excluding all information incorporated by reference. The Company has confirmed that any information incorporated by reference, including any such information to which readers of this document are expressly referred, has not been and does not need to be included in the Supplementary Listing Particulars to satisfy the requirements of the FS Act or the Listing Rules. The Company believes that none of the information incorporated therein by reference conflicts in any material respect with the information included in the Supplementary Listing Particulars.

Save as disclosed herein there has been no significant change and no significant new matter has arisen since publication of the Information Memorandum.

Subject as set out below, the Company accepts responsibility for the information contained in its supplementary listing particulars. To the best of the knowledge and belief of the Company (having taken all reasonable care to ensure that such is the case) the information contained in its supplementary listing particulars is in accordance with the facts and does not omit anything likely to affect the import of such information.

The information herein relating to the Original Charged Assets has been accurately reproduced from information published by the Underlying Obligor. So far as the Company is aware and/or able to ascertain from information published by the the Underlying Obligor no facts have been omitted which would render the reproduced information misleading.

The information contained herein with regard to the Reference Entities consists of extracts from or summaries of information contained in financial and other information released publicly by the respective Reference Entities. The Company accepts responsibility for accurately reproducing such extracts or summaries. The Company accepts no further or other responsibility in respect of such information.

A copy of this document which comprises supplementary listing particulars has been delivered to the Registrar of Companies in England and Wales as required by Section 149 of the Financial Services Act 1986.

J.P. Morgan Securities Ltd.

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No person has been authorised to give any information or to make any representations other than those contained in this Issue Supplement, the Information Memorandum and the documents incorporated therein in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Company or the Dealers (as defined in the Conditions of the Notes). Neither the delivery of this Issue Supplement nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that there has been no adverse change in the financial position of the Company since the date hereof or that any other information supplied in connection with the Programme 2 is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Company during the life of the Programme 2.

The Dealers have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained in this Issue Supplement or any other information provided by the Company in connection with the Notes. The Dealers accept no liability in relation to the information contained in this Issue Supplement or any other information provided by the Company in connection with the Notes.

Neither this Issue Supplement nor any other information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Company or any of the Dealers that any recipient of this Issue Supplement, or any other information supplied in connection with the Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Company, of the Reference Entities, of the Underlying Obligor and of the Reference Obligations and of the Original Charged Assets and of the tax, accounting and legal consequences of an investment in any of the Notes for such investor.

This Issue Supplement does not constitute an offer of, or an invitation by or on behalf of, the Company or the Dealers to subscribe for, or purchase any Notes. The distribution of this Issue Supplement and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Issue Supplement comes are required by the Company and the Dealers to inform themselves about and to observe any such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain further restrictions on offers and sales of Notes and distribution of the Information Memorandum see "Subscription and Sale" in the Information Memorandum.

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Information on the Notes

The Notes: EUR 50,000,000 Credit Linked Notes due 2 May 2011

Issue Price: 100 per cent.

Net Proceeds: EUR 50,000,000

Amounts due under the Notes: The amounts of the Company's payment obligations in respect of both principal and interest under the Notes are dependent upon the performance of the Reference Entity detailed below in respect of Obligations issued by it.

The amounts of the Company's payment obligations in respect of both principal and interest under the Notes are dependent upon the performance of Telecom Italia SpA (the "Reference Entity") in respect of Obligations issued by it. Upon a default by the Reference Entity no interest will be payable (including interest accrued from the last Interest Payment Date), the Notes will redeem, the Original Charged Assets will be liquidated and the Swap Agreement will be terminated. Noteholders will be due an amount determined by the Calculation Agent which will equal the liquidation proceeds of the Original Charged Assets minus the Credit Loss, plus or minus the swap break costs. The Credit Loss is (100% minus the Market Value) where the Market Value is a price determined in accordance with the Conditions to be the price of the Reference Obligation of the Reference Entity which has been the subject of such default.

If there has been no event of default on any of the Reference Entities, the redemption amount will be 100 per cent. of the par value of the Notes.

Interest: Subject to the provisions above, the Notes bear interest at a floating rate of six month Euribor plus the Spread of 0.60 per cent. per annum from the Issue Date. Every 6 months the interest, instead of being payable, is compounded at a rate of Euribor flat and only becomes payable on the Maturity Date of the Scheduled Maturity Date.

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Interest Accrual Period Dates: 2 May and 2 November in each year from and including 2 November 2001 to and including 2 May 2011

Additional Early Redemption Event: The Notes will redeem early if the ownership of the equity and/or voting rights of the Underlying Obligor by Banco Espirito Santo S.A. ever falls below 51 per cent. The Early Redemption Amount payable on this event will be determined in accordance with the Condition 11.

Noteholders' Option: By giving notice in accordance with the terms and conditions of the Notes the Noteholders may require the Company to redeem the Notes in an aggregate principal amount of not less than Euro 1,000,000 at their Optional Redemption Amount on the relevant Interest Accrual Date and no separate amount shall be payable in respect of accrued interest.

Information on the Reference Entities and the Reference Obligations

Reference Entities: Reference Entity means:

TELECOM ITALIA SpA

Corso d'Italia 41 00198 Rome Italy

The country of incorporation is Italy

The Reference Entity has shares listed on the Brussels Stock Exchange

and any Successors.

"Successor" means in relation to a Reference Entity a direct or indirect successor to a Reference Entity that assumes all or substantially all of the obligations thereof by way of merger, consolidation, amalgamation, transfer or otherwise, whether by operation of law or pursuant to any agreement, as determined by the Calculation Agent.

"Obligation" means with respect to a Reference Entity, any obligation of such Reference Entity (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money (which term shall include, without limitation, deposits and

5

reimbursement obligations arising from drawings pursuant to letters of credit).

For as long as any Notes remain outstanding the audited accounts (or consolidated audited accounts if available) of the Reference Entity for each of the past two financial years will be made available for inspection and copies thereof will be obtainable during the usual business hours on any weekday (except Saturdays and Sundays and public holidays) at the office of the Principal Paying Agent in London.

Reference Obligations: "Reference Obligations" means in respect of the Reference Entity, any Obligation of such Reference Entity (whether as principal or surety or otherwise) selected by the Calculation Agent in its sole discretion on or before the relevant Valuation Date which ranks at least equal in priority of payment with the unsubordinated and unsecured indebtedness of such Reference Entity which

(A) is in the form of a Bond or Loan

(B) is denominated and repayable in any of the lawful currencies of Canada, Federal Republic of Germany, Japan, Republic of France, Republic of Italy, United Kingdom and the United States of America and the euro (and any successor currency to any such currency).

(C) is an obligation (x) the payment or repayment of principal in respect of which is not in an amount determined by reference to any formula or index, or which is not subject to any contingency, and (y) which bears interest at either a fixed or floating rate that is paid on a periodic basis and computed on a benchmark interest rate plus or minus a spread, if any.

For the purposes (C)(x) the principal amount due in respect of an obligation shall not be considered to be an amount determined by reference to any formula or index or to be subject to any contingency, by reason only that the terms of that obligation entitle:

(i) the holder thereof at his option to convert or exchange such obligation into equity or any other property and/or

(ii) any trustee for the holders thereof to convert or exchange that obligation into equity or other property where (x) such trustee is either satisfied or has been advised (in accordance with the

6

terms of such obligation) that the net proceeds of an immediate sale of the equity or other property arising from such conversion or exchange would be likely to exceed the redemption monies and interest otherwise payable in respect of such obligation and (y) those terms require the sale by or on behalf of the trustee of the equity or other property arising from such conversion or exchange and the rateable distribution of the net proceeds of such sale to the holders of that obligation.

(D) in the case of a Bond only, is a Bond that is transferable to institutional investors without any contractual, statutory or regulatory restriction (provided that none of the following shall be considered contractual, statutory or regulatory restrictions):

(1) contractual, statutory or regulatory restrictions that provide for eligibility for resale pursuant to Rule 144A or Regulation S promulgated under the United States Securities Act of 1933, as amended (and any contractual, statutory or regulatory restrictions promulgated under the laws of any jurisdiction having a similar effect in relation to the eligibility for resale of an obligation); or

(2) restrictions on permitted investments such as statutory or regulatory investment restrictions on insurance companies and pension funds

(E) in the case of a Bond, is an obligation that is not a bearer instrument unless interests with respect to such bearer obligation are cleared via the Euroclear system, Clearstream or any other internationally recognised clearing system.

(F) in the case of a Loan,

(i) is a Loan that is, as of the relevant Valuation Date, capable of being assigned or novated either to: (1) any third party; or (2) at a minimum, to commercial banks

and financial institutions (irrespective of their jurisdiction of organisation) that are not then a lender or a member of the relevant lending syndicate without the consent of the relevant

7

Reference Entity or the guarantor, if any, of such Loan (or the consent of the applicable borrower if a Reference Entity is guaranteeing such Loan) or any agent; or

(ii) is a Loan that is, as of the relevant Valuation Date, capable of being assigned or novated with the consent of the relevant Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if a Reference Entity is guaranteeing such Loan) or any agent.

(G) is an obligation that has a remaining maturity from the relevant Valuation Date of not more that 30 years.

"Bond" means an Obligation which is in the form of, or represented by, a bond, note (other than notes delivered pursuant to Loans), certificated debt security or other debt security and shall not include any other type of Obligation.

"Loan" means an Obligation that is documented by a term loan agreement, revolving loan agreement or other similar credit agreement and shall not include any other type of Obligation.

Information on the Underlying Obligor and the Original Charged Assets

Underlying Obligor: Banco Internacional de Credito, S.A„ acting through its Caymans Island branch

Created in 1986 by the Espirito Santo Group and by Caisse Nationale de Credit Agricole, Banco International de Credito's main activity is banking business in Portugal. Incorporated by public deed on 24 January 1986 the bank started trading on 15 May 1986.

Address: Av Fontes Pereira de Melo 27 1050 Lisbon Portugal

Original Charged Assets: The Original Charged Assets consist of EURO 50,000,000 principal amount of Banco Internacional de Credito, S.A. 5.80 per cent. Fixed Rate Notes due 2 May 2011

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The Original Charged Assets were purchased by the Company on 14 May 2001 (the "Issue Date") and will be held pursuant to the Custody Agreement by the Custodian acting through its London office. Payments in respect of the Original Charged Assets will be collected by the Custodian.

Maturity Date: The Maturity Date of the Original Charged Assets is 2 May 2011.

Interest Rate: 5.80 per cent. per annum

Governing law: Portuguese

Listing: The Original Charged Assets are unlisted.

The Underlying Obligor has €9,553,000.53 Callable Fixed Rate Notes due March 2003 listed on the Lisbon Stock Exchange (ISIN: PTBIC AXE 004)

Country of Incorporation: Cayman Islands

Morgan Guaranty Trust Corporation of New York

Morgan Guaranty is a wholly owned bank subsidiary of J.P. Morgan Chase & Co. ("the Corporation"), a Delaware corporation whose principal office is located in New York, New York. The Corporation resulted from the merger on December 31, 2000 of J.P. Morgan & Co. Incorporated with The Chase Manhattan Corporation. Morgan Guaranty is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. Its business is subject to examination and regulation by Federal and New York State banking authorities. As of March 31, 2001, Morgan Guaranty and its subsidiaries had total assets of $214.5 billion, total net loans of $23.1 billion, total deposits of $47.2 billion, and stockholder's equity of $11.0 billion. As of December 31, 2000, Morgan Guaranty and its subsidiaries had total assets of $185.8 billion, total net loans of $24.4 billion, total deposits of $39.5 billion, and stockholder's equity of $10.9 billion. The merger of The Chase Manhattan Bank and Morgan Guaranty is currently scheduled to occur in October 2001.

Additional Information

1. On page 93 of the Principal Information Memorandum the words "Calculation Agent" shall be deleted from the first line of the third paragraph and an extra paragraph shall be inserted after the fourth paragraph as follows:

"CALCULATION AGENT Morgan Guaranty Trust Company of New York

60 Victoria Embankment London EC4Y 0JP"

2. For the avoidance of doubt, any reference in this Issue Supplement to Morgan Guaranty Trust Company of New York shall include a reference to its successors.

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