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 27, 2011
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
Supplemental Indentures
Dated as of August 10, 2010, Navios Maritime Holdings Inc. (the Company) entered into a
Fifth Supplemental Indenture in order to add Aquis Marine Corp., a
direct subsidiary of the Company (Aquis Marine),
and Navios Tankers Management Inc., an indirect subsidiary of the
Company (Navios Tankers),
as guarantors to the
Companys Indenture dated November 2, 2009 providing for the issuance of its
87/8% First Priority Ship Mortgage Notes due 2017 (the
Ship Mortgage Notes Indenture).
A Copy of the Fifth Supplemental Indenture is furnished as Exhibit 10.1 to this Report and is
incorporated herein by reference.
Dated as of January 28, 2011, the Company entered into a Sixth Supplemental Indenture in order
to add Navios Maritime Finance II (US) Inc., a direct subsidiary of the Company, as guarantor to
Ship Mortgage Notes Indenture.
A Copy of the Sixth Supplemental Indenture is furnished as Exhibit 10.2 to this Report and is
incorporated herein by reference.
Dated as of August 10, 2010, the Company entered into a Thirty-First Supplemental Indenture in
order to add Aquis Marine and Navios Tankers as guarantor to its Indenture
dated December 18, 2006 providing for the issuance of its 91/2% Senior
Notes due 2014.
A Copy of the Thirty-First Supplemental Indenture is furnished as Exhibit 10.3 to this Report
and is incorporated herein by reference.
The
information contained in this Report is hereby incorporated by
reference into Navios Holdings 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: February 1, 2011 |
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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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Fifth Supplemental Indenture dated August 10, 2010. |
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10.2 |
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Sixth Supplemental Indenture dated January 28, 2011. |
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10.3 |
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Thirty-First Supplemental Indenture dated as of August 10, 2010. |
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exv10w1
Exhibit 10.1
FIFTH SUPPLEMENTAL INDENTURE (this Fifth Supplemental Indenture), dated as of August
10, 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 Aquis Marine Corp., a Marshall Islands corporation and a direct subsidiary of
the Company (Aquis) and Navios Tankers Management Inc., a Marshall Islands corporation and an
indirect subsidiary of the Company (Navios Tankers and each, with Aquis, 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 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 Fifth 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 FIFTH 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
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AQUIS MARINE CORP. |
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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 TANKERS MANAGEMENT INC.
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By: |
/s/Alexandros Laios
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Name: |
Alexandros Laios |
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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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FAITH MARINE LTD.
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.
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 Achniotis
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Name: |
George Achniotis |
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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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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral 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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exv10w2
Exhibit 10.2
SIXTH SUPPLEMENTAL INDENTURE (this Sixth Supplemental Indenture), dated as of January
28, 2011, 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 Navios Maritime Finance II (US) Inc.. (the Guaranteeing Subsidiary), a
Delaware corporation and a direct 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 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.
4. NEW YORK LAW TO GOVERN. THIS 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.
5. COUNTERPARTS. The parties may sign any number of copies of this Sixth 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 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 Co-Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
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NAVIOS MARITIME FINANCE II (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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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ George Achniotis
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Name: |
George Achniotis |
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Title: |
Chief Financial Officer |
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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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AQUIS MARINE CORP.
FAITH MARINE LTD.
VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
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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NAVIOS TANKERS MANAGEMENT INC.
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By: |
/s/ Alexandros Laios
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Name: |
Alexandros Laios |
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Title: |
Secretary/Director |
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KLEIMAR LTD., as a Guarantor
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By: |
/s/ George Achniotis
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Name: |
George Achniotis |
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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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Name: |
Martin Reed |
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Title: |
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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Name: |
Martin Reed |
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Title: |
Vice President |
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exv10w3
Exhibit 10.3
THIRTY-FIRST SUPPLEMENTAL INDENTURE (this Thirty-First Supplemental Indenture), dated
as of August 10, 2010, is entered into by and among Navios Maritime Holdings Inc., a Marshall
Islands corporation (the Company), Aquis Marine Corp., a Marshall Islands corporation and a
direct subsidiary of the Company (Aquis) and Navios Tankers Management Inc. a Marshall Islands
corporation and an indirect subsidiary of the Company (Navios Tankers and, together with Aquis,
each, a Guaranteeing Subsidiary), 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 Thirty-First 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 THIRTY-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.
4. COUNTERPARTS. The parties may sign any number of copies of this Thirty-First 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 Thirty-First 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
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AQUIS MARINE CORP.
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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 TANKERS MANAGEMENT INC.
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By: |
/s/ Alexandros Laios
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Name: |
Alexandros Laios |
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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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FAITH MARINE LTD.
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.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
-3-
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 Achniotis
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Name: |
George Achniotis |
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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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