SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: March 11, 2008
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
Thirteenth Supplemental Indenture
Dated as of March 11, 2008, Navios entered into a Thirteenth Supplemental Indenture, in order to add Orbiter Shipping Corp., a Marshall Islands corporation and an indirect subsidiary of Navios, as guarantor to its Indenture dated December 18, 2006 providing for the issuance of its 9½% Senior Notes due 2014.
A copy of the Thirteenth Supplemental Indenture is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
This information contained in this Report is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form S-8, File No. 333-147186.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAVIOS MARITIME HOLDINGS INC. |
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By: /s/ Angeliki Frangou
Angeliki Frangou Chief Executive Officer Date: March 25, 2008 |
EXHIBIT INDEX
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| Exhibit No. | |
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Exhibit |
| 99.1 | |
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Thirteenth Supplemental Indenture dated as of March 11, 2008. |
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental Indenture”), dated as of March 11, 2008, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), Orbiter Shipping Corp., a Marshall Islands corporation (the “Guaranteeing Subsidiary”) and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of December 18, 2006 providing for the issuance of 9½% Senior Notes due 2014 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Thirteenth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.
4. NEW YORK LAW TO GOVERN. THIS THIRTEENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Thirteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
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ORBITER SHIPPING CORP. | |
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By: |
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Name: Vasiliki Papaefthymiou |
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NAVIOS MARITIME HOLDINGS INC. | |
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By: |
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Name: Vasiliki Papaefthymiou |
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PHAROS NAVIGATION S.A., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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SIZZLING VENTURES INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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SHIKHAR VENTURES S.A., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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TAHARQA SPIRIT CORP., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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RHEIA ASSOCIATES CO., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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RUMER HOLDING LTD., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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CHILALI CORP., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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NOSTOS SHIPMANAGEMENT CORP., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Secretary / Director |
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WHITE NARCISSUS MARINE S.A., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Vice President |
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KLEIMAR N.V., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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NAV HOLDINGS LIMITED, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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NAVIOS CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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ANEMOS MARITIME HOLDINGS INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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PORTOROSA MARINE CORP, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Secretary / Director |
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NAVIOS SHIPMANAGEMENT INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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AEGEAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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LIBRA SHIPPING ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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ALEGRIA SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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FELICITY SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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GEMINI SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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ARC SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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GALAXY SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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MAGELLAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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IONIAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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APOLLON SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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HERAKLES SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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ACHILLES SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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KYPROS SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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HIOS SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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MERIDIAN SHIPPING ENTERPRISES INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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Title: Director and Authorized Officer |
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MERCATOR SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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HORIZON SHIPPING ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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HYPERION ENTERPRISES INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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STAR MARITIME ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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NAVIMAX CORPORATION, as a Guarantor | |
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Name: Shunji Sasada |
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NAVIOS HANDYBULK INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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NAVIOS INTERNATIONAL INC., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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HESTIA SHIPPING LTD., as a Guarantor | |
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By: |
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Name: Vasiliki Papaefthymiou |
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WELLS FARGO BANK, N.A., as Trustee | |
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/s/ Jane Schweiger |
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Authorized Signatory |
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Dated: March 12, 2008 |
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