e6vk
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:
January 29, 2010
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 þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(l):
Yes o No þ
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 o No þ
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 o No þ
TABLE OF CONTENTS
Supplemental
Indentures
Dated
as of January 29, 2010, Navios Maritime Holdings Inc. (the Company) entered into a First
Supplemental Indenture in order to add Aramis Navigation Inc., a Marshall Islands corporation and an indirect
subsidiary of the Company, as a guarantor to its Indenture dated November 2, 2009 providing for the
issuance of its 87/8% First Priority Ship Mortgage Notes due 2017.
A copy of the First Supplemental
Indenture is furnished as Exhibit 99.1 to this
Report and is incorporated herein by reference.
Dated as of January 29, 2010, the Company entered into a Twenty-Seventh Supplemental Indenture in
order to add Aramis Navigation Inc., a Marshall Islands corporation and an indirect subsidiary of
the Company, as a guarantor to its Indenture dated December 18, 2006 providing for the issuance
of its 91/2% Senior Notes due 2014.
A copy of the Twenty-Seventh Supplemental Indenture is furnished as Exhibit 99.2 to this
Report and is incorporated herein by reference.
Dated as
of October 23, 2009, the Company entered into a Twenty-Sixth Supplemental Indenture in order to
add Palermo Shipping S.A., a Marshall Islands corporation and an
indirect subsidiary of the Company, as a guarantor to its
Indenture dated December 18, 2006 providing for the issuance of its 91/2% Senior Notes due 2014.
Subsequently, Palermo Shipping S.A. was released as a guarantor under the Indenture in connection with the
sale of the Navios Apollon to Navios Maritime Partners L.P.
A copy of the
Twenty-Sixth Supplemental Indenture is furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.
This
information contained in this Report is hereby incorporated by
reference into the Companys 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
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Angeliki Frangou |
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Chief Executive Officer
Date: February 17, 2010 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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99.1 |
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First Supplemental Indenture
dated as of January 29, 2010 |
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99.2 |
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Twenty-Seventh
Supplemental Indenture dated as of January 29, 2010 |
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99.3 |
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Twenty-Sixth
Supplemental Indenture dated as of October 23, 2009 |
exv99w1
Exhibit 99.1
FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of January 29, 2010,
among Navios Maritime Holdings Inc., a Marshall Islands corporation, (the Company), Navios
Maritime Finance (US) Inc., a Delaware corporation (together with the Company, the Co-Issuers),
and Aramis Navigation Inc. (the Guaranteeing Subsidiary), an indirect subsidiary of the Company,
the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank,
National Association, as trustee (or its permitted successor) under the Indenture referred to below
(the Trustee) and as collateral trustee (or its permitted successor) under the Indenture referred
to below (the Collateral Trustee).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an
indenture (the Indenture), dated as of
November 2, 2009 providing for the issuance of
87/8% First
Priority Ship Mortgage Notes due 2017 (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 Co-Issuers 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 First 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 FIRST 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 First 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 First 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 Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
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ARAMIS NAVIGATION INC.
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By: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Secretary/Director |
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Executive Vice President, Legal |
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NAVIOS MARITIME FINANCE (US) INC.
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By: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
President |
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DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
PANDORA MARINE INC.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
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SURF MARITIME CO.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
PHAROS NAVIGATION S.A.
SIZZLING VENTURES INC.
SHIKHAR VENTURES S.A.
TAHARQA SPIRIT CORP.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
CHILALI CORP.
KLEIMAR N.V.
NAV HOLDINGS LIMITED
NAVIOS CORPORATION
ANEMOS MARITIME HOLDINGS INC.
NAVIOS SHIPMANAGEMENT INC.
AEGEAN SHIPPING CORPORATION
ARC SHIPPING CORPORATION
MAGELLAN SHIPPING CORPORATION
IONIAN SHIPPING CORPORATION
APOLLON SHIPPING CORPORATION
HERAKLES SHIPPING CORPORATION
ACHILLES SHIPPING CORPORATION
KYPROS SHIPPING CORPORATION
HIOS SHIPPING CORPORATION
MERIDIAN SHIPPING ENTERPRISES INC.
MERCATOR SHIPPING CORPORATION
HORIZON SHIPPING ENTERPRISES CORPORATION
STAR MARITIME ENTERPRISES CORPORATION
NAVIOS HANDYBULK INC.
NAVIOS INTERNATIONAL INC.
NOSTOS SHIPMANAGEMENT CORP.
PORTOROSA MARINE CORP.
WHITE NARCISSUS MARINE S.A.
HESTIA SHIPPING LTD.
as Guarantors
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director and Authorized Officer |
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KLEIMAR LTD., as a Guarantor
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By: |
/s/
George Akhniotis |
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Name: |
George Akhniotis |
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Title: |
Secretary and Director |
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NAVIMAX CORPORATION, as a Guarantor
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By: |
/s/
Shunji Sasada |
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Name: |
Shunji Sasada |
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Title: |
President |
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
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By: |
/s/
Martin Reed |
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Authorized Signatory |
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Martin Reed Vice President |
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Trustee
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By: |
/s/
Martin Reed |
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Authorized Signatory |
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Martin Reed Vice President |
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exv99w2
Exhibit 99.2
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE (this Twenty-Seventh Supplemental Indenture),
dated as of January 29, 2010, is entered into by and among Navios Maritime Holdings Inc., a
Marshall Islands corporation (the Company), Aramis Navigation Inc., 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 91/2% 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 Companys 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 Twenty-Seventh 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.
3. NEW YORK LAW TO GOVERN. THIS TWENTY-SEVENTH 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.
4. COUNTERPARTS. The parties may sign any number of copies of this Twenty-Seventh Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
- 1 -
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.
6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Twenty-Seventh 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.
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Seventh Supplemental Indenture
to be duly executed and attested, all as of the date first above written.
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ARAMIS NAVIGATION INC.
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director and Authorized Officer |
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Executive Vice President, Legal |
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DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
PANDORA MARINE INC.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
SURF MARITIME CO.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
PHAROS NAVIGATION S.A.
SIZZLING VENTURES INC.
SHIKHAR VENTURES S.A.
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TAHARQA SPIRIT CORP.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
CHILALI CORP.
KLEIMAR N.V.
NAV HOLDINGS LIMITED
NAVIOS CORPORATION
ANEMOS MARITIME HOLDINGS INC.
NAVIOS SHIPMANAGEMENT INC.
AEGEAN SHIPPING CORPORATION
ARC SHIPPING CORPORATION
MAGELLAN SHIPPING CORPORATION
IONIAN SHIPPING CORPORATION
APOLLON SHIPPING CORPORATION
HERAKLES SHIPPING CORPORATION
ACHILLES SHIPPING CORPORATION
KYPROS SHIPPING CORPORATION
HIOS SHIPPING CORPORATION
MERIDIAN SHIPPING ENTERPRISES INC.
MERCATOR SHIPPING CORPORATION
HORIZON SHIPPING ENTERPRISES CORPORATION
STAR MARITIME ENTERPRISES CORPORATION
NAVIOS HANDYBULK INC.
NAVIOS INTERNATIONAL INC.
NOSTOS SHIPMANAGEMENT CORP.
PORTOROSA MARINE CORP.
WHITE NARCISSUS MARINE S.A.
HESTIA SHIPPING LTD.
as Guarantors
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director and Authorized Officer |
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KLEIMAR LTD., as a Guarantor
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By: |
/s/ George Akhniotis |
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Name: |
George Akhniotis |
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Title: |
Secretary and Director |
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NAVIMAX CORPORATION, as a Guarantor
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By: |
/s/
Shunji Sasada |
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Name: |
Shunji Sasada |
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Title: |
President |
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WELLS FARGO BANK, N.A., as Trustee
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By: |
/s/
Martin Reed |
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Name: |
Martin Reed |
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Title: |
Vice President |
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exv99w3
Exhibit 99.3
TWENTY-SIXTH SUPPLEMENTAL INDENTURE (this Twenty-sixth Supplemental Indenture), dated
as of October 23, 2009, is entered into by and among Navios Maritime Holdings Inc. (or its
permitted successor), a Marshall Islands corporation (the Company), Palermo Shipping S.A., 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 91/2% 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 Companys 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 Twenty-sixth 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.
3. NEW YORK LAW TO GOVERN. THIS TWENTY-SIXTH 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.
4. COUNTERPARTS. The parties may sign any number of copies of this Twenty-sixth Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.
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6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Twenty-sixth 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 Twenty-sixth Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
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PALERMO SHIPPING S.A.
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director and Authorized Officer |
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Executive Vice President, Legal |
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DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
PANDORA MARINE INC.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
SURF MARITIME CO.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
PHAROS NAVIGATION S.A.
SIZZLING VENTURES INC.
SHIKHAR VENTURES S.A.
TAHARQA SPIRIT CORP.
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RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
CHILALI CORP.
KLEIMAR N.V.,
NAV HOLDINGS LIMITED
NAVIOS CORPORATION
ANEMOS MARITIME HOLDINGS INC.
NAVIOS SHIPMANAGEMENT INC.
AEGEAN SHIPPING CORPORATION
ARC SHIPPING CORPORATION
MAGELLAN SHIPPING CORPORATION
IONIAN SHIPPING CORPORATION
APOLLON SHIPPING CORPORATION
HERAKLES SHIPPING CORPORATION
ACHILLES SHIPPING CORPORATION
KYPROS SHIPPING CORPORATION
HIOS SHIPPING CORPORATION
MERIDIAN SHIPPING ENTERPRISES INC.
MERCATOR SHIPPING CORPORATION
HORIZON SHIPPING ENTERPRISES CORPORATION
HYPERION ENTERPRISES INC.
STAR MARITIME ENTERPRISES CORPORATION
NAVIOS HANDYBULK INC.
NAVIOS INTERNATIONAL INC.,
as Guarantors
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By: |
/s/ Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director and Authorized Officer |
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KLEIMAR LTD., as a Guarantor
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By: |
/s/ George Akhniotis
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Name: |
George Akhniotis |
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Title: |
Secretary and Director |
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NOSTOS SHIPMANAGEMENT CORP.,
as a Guarantor
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By: |
/s/ Vasiliki Papaefthymiou |
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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: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Vice President |
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PORTOROSA MARINE CORP, as a Guarantor
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By: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Secretary / Director |
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NAVIMAX CORPORATION, as a Guarantor
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By: |
/s/
Shunji Sasada |
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Name: |
Shunji Sasada |
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Title: |
President |
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HESTIA SHIPPING LTD., as a Guarantor
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By: |
/s/
Vasiliki Papaefthymiou |
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Authorized Officer |
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WELLS FARGO BANK, N.A., as Trustee
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By: |
/s/ Martin Reed |
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Authorized
Signatory Martin Reed Vice |
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Vice President |
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