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:
April 7, 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 March 30, 2010 and April 7, 2010, Navios Maritime
Holdings Inc. (the Company) entered into a Second and
Third
Supplemental Indenture, respectively, in order to add certain
indirect subsidiaries of
the Company, as identified in such agreements, as guarantors to its Indenture dated November 2, 2009 providing for the
issuance of its 87/8% First Priority Ship Mortgage Notes due 2017.
Copies
of the Second and Third Supplemental
Indentures are furnished as Exhibits 10.1 and 10.2, respectively, to this
Report and are incorporated herein by reference.
Dated as of March 19, 2010 and April 7, 2010, the Company
entered into a Twenty-Eighth and Twenty-Ninth Supplemental Indenture,
respectively, in
order to add certain indirect subsidiaries of
the Company, as identified in such agreements, as guarantors to its Indenture dated December 18, 2006 providing for the issuance
of its 91/2% Senior Notes due 2014.
Copies of the Twenty-Eighth and Twenty-Ninth Supplemental Indentures
are furnished as Exhibits 10.3 and 10.4, respectively, to this
Report and are 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 333-165754 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: April 21, 2010 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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10.1 |
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Second Supplemental Indenture
dated as of March 30, 2010 |
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10.2 |
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Third Supplemental Indenture
dated as of April 7, 2010 |
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10.3 |
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Twenty-Eighth
Supplemental Indenture dated as of March 19, 2010 |
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10.4 |
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Twenty-Ninth
Supplemental Indenture dated as of April 7, 2010 |
exv10w1
Exhibit 10.1
SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of March
30, 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 Aegean Sea Maritime Holdings Inc., a Marshall Islands corporation and a wholly
owned subsidiary of the Company (Aegean) and Vector Shipping Corporation, Armogos Shipping
Corporation, Andros Shipping Corporation, Antiparos Shipping Corporation, Ikaria Shipping
Corporation, Kos Shipping Corporation, Mytilene Shipping Corporation, Sifnos Shipping Corporation,
Skiathos Shipping Corporation, Syros Shipping Corporation, each a Marshall Islands corporation and
an indirect subsidiary of the Company (each, with Aegean, a Guaranteeing Subsidiary and,
together, the Guaranteeing Subsidiaries) , 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 Second 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 SECOND 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 Second 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 Second 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 Second Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
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AEGEAN SEA MARITIME HOLDINGS INC.
AMORGOS SHIPPING CORPORATION
ANDROS SHIPPING CORPORATION
ANTIPAROS SHIPPING CORPORATION
IKARIA SHIPPING CORPORATION
KOS SHIPPING CORPORATION
MYTILENE SHIPPING CORPORATION
SIFNOS SHIPPING CORPORATION
SKIATHOS SHIPPING CORPORATION
SYROS SHIPPING CORPORATION
VECTOR SHIPPING CORPORATION
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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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ARAMIS NAVIGATION INC.
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.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
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
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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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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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exv10w2
Exhibit 10.2
THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture), dated as of April 7,
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 Crete Shipping Corporation, a Marshall Islands corporation, Rhodes Shipping Corporation, a
Marshall Islands corporation, Thera Shipping Corporation, a Marshall Islands corporation, Tinos
Shipping Corporation, a Marshall Islands corporation, Ios Shipping Corporation, a Cayman Islands
corporation and Skopelos Shipping Corporation, a Cayman Islands corporation (each a Guaranteeing
Subsidiary),each 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 each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
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 Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each 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. Each 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 THIRD 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 Third 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 Third Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing
Subsidiary and the Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
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CRETE SHIPPING CORPORATION
RHODES SHIPPING CORPORATION
THERA SHIPPING CORPORATION
TINOS SHIPPING CORPORATION
IOS SHIPPING CORPORATION
SKOPELOS SHIPPING CORPORATION
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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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AEGEAN SEA MARITIME HOLDINGS INC.
AMORGOS SHIPPING CORPORATION
ANDROS SHIPPING CORPORATION
ANTIPAROS SHIPPING CORPORATION
IKARIA SHIPPING CORPORATION
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KOS SHIPPING CORPORATION
MYTILENE SHIPPING CORPORATION
SIFNOS SHIPPING CORPORATION
SKIATHOS SHIPPING CORPORATION
SYROS SHIPPING CORPORATION
VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
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.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
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
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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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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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exv10w3
Exhibit 10.3
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE (this Twenty-Eighth Supplemental Indenture), dated
as of March 30, 2010, is entered into by and among Navios Maritime Holdings Inc., a Marshall
Islands corporation (the Company), and Aegean Sea
Maritime Holdings Inc., a Marshall Islands corporation and a wholly
owned subsidiary of the Company (Aegean) and Vector Shipping
Corporation, Amorgos Shipping Corporation, Andros Shipping Corporation, Antiparos Shipping Corporation, Ikaria Shipping
Corporation, Kos Shipping Corporation, Mytilene Shipping Corporation,
Sifnos Shipping Corporation, Skiathos Shipping Corporation, Syros
Shipping Corporation, each a Marshall Islands corporation
and an indirect subsidiary of the Company (each, with Aegean, a
Guaranteeing Subsidiary and, together, the Guaranteeing
Subsidiaries), 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 each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such
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-Eighth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each 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. Each 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-EIGHTH 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-Eighth 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-Eighth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary
and the Company.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Eighth Supplemental Indenture
to be duly executed and attested, all as of the date first above written.
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AEGEAN SEA MARITIME HOLDINGS INC. AMORGOS SHIPPING CORPORATION ANDROS SHIPPING CORPORATION ANTIPAROS SHIPPING CORPORATION IKARIA SHIPPING CORPORATION KOS SHIPPING CORPORATION MYTILENE SHIPPING CORPORATION SIFNOS SHIPPING CORPORATION SKIATHOS SHIPPING CORPORATION SYROS SHIPPING CORPORATION VECTOR SHIPPING CORPORATION
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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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ARAMIS NAVIGATION INC.
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.
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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.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
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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-4-
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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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exv10w4
Exhibit
10.4
TWENTY-NINTH SUPPLEMENTAL INDENTURE (this Twenty-Ninth Supplemental Indenture), dated
as of April 7, 2010, is entered into by and among Navios Maritime Holdings Inc., a Marshall Islands
corporation (the Company), Crete Shipping Corporation, a Marshall Islands corporation, Rhodes
Shipping Corporation, a Marshall Islands corporation, Thera Shipping Corporation, a Marshall
Islands corporation, Tinos Shipping Corporation, a Marshall Islands corporation, Ios Shipping
Corporation, a Cayman Islands corporation and Skopelos Shipping Corporation, a Cayman Islands
corporation, (each a 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 each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
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-Ninth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each 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. Each 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-NINTH 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.
-1-
4. COUNTERPARTS. The parties may sign any number of copies of this Twenty-Ninth 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.
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-Ninth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary
and the Company.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Ninth Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
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CRETE SHIPPING CORPORATION
RHODES SHIPPING CORPORATION
THERA SHIPPING CORPORATION
TINOS SHIPPING CORPORATION
IOS SHIPPING CORPORATION
SKOPELOS SHIPPING CORPORATION
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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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AEGEAN SEA MARITIME HOLDINGS INC.
AMORGOS SHIPPING CORPORATION
ANDROS SHIPPING CORPORATION
ANTIPAROS SHIPPING CORPORATION
IKARIA SHIPPING CORPORATION
KOS SHIPPING CORPORATION
MYTILENE SHIPPING CORPORATION
SIFNOS SHIPPING CORPORATION
SKIATHOS SHIPPING CORPORATION
SYROS SHIPPING CORPORATION
VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
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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.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
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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-5-
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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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