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UNITED STATES
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: June 24, 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)(1):
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
The information contained in this Report is incorporated by reference into the
Registration Statements on Form F-3, File Nos. 333-136936 and 333-165754, and the Registration
Statement on Form S-8, File No. 333-147186.
On June 24, 2011, Navios Maritime Holdings Inc. (Navios Holdings) entered into a First
Supplemental Indenture in order to add Solange Shipping Ltd., Tulsi Shipmanagement Co., Cinthara
Shipping Ltd., Mauve International S.A. and Rawlin Services Company, each of which is an indirect
subsidiary of Navios Holdings (collectively, the New Guarantors), as guarantors to the indenture,
dated January 28, 2011, governing Navios Holdings 81/8% Senior Notes due 2019. A copy of the First
Supplemental Indenture is furnished as Exhibit 10.1 to this Report and is incorporated herein by
reference.
On June 24, 2011, Navios Holdings entered into a Seventh Supplemental Indenture in order to
add the New Guarantors as guarantors to the indenture, dated November 2, 2009, governing Navios
Holdings 87/8% First Priority Ship Mortgage Notes due 2017. A copy of the Seventh Supplemental
Indenture is furnished as Exhibit 10.2 to this Report and is incorporated herein by reference.
Exhibits
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Exhibit No. |
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Exhibit |
10.1
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First Supplemental Indenture, dated as of June 24, 2011. |
10.2
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Seventh Supplemental Indenture, dated as of June 24, 2011. |
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: July 22, 2011 |
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exv10w1
Exhibit 10.1
FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of June 24,
2011, among Navios Maritime Holdings Inc., a Marshall Islands corporation (the Company), Navios
Maritime Finance II (US) Inc., a Delaware corporation, (together with the Company, the
Co-Issuers), and Solange Shipping Ltd., Tulsi Shipmanagement Co., Cinthara Shipping Ltd., Mauve
International S.A. and Rawlin Services Company, each a Marshall Islands corporation and an indirect
subsidiary of the Company (each, 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).
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the
Trustee an indenture (the Indenture), dated as of January 28, 2011 providing for the issuance of
81/8% Senior Notes due 2019 (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 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.
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
Subsidiaries 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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SOLANGE SHIPPING LTD.
TULSI SHIPMANAGEMENT CO.
CINTHARA SHIPPING LTD.
RAWLIN SERVICES COMPANY
MAUVE INTERNATIONAL S.A.
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By: |
/s/ Vasiliki Papaefthymiou
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director/Secretary |
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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 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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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.
PHAROS NAVIGATION S.A.
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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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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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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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exv10w2
Exhibit 10.2
SEVENTH SUPPLEMENTAL INDENTURE (this Seventh Supplemental Indenture), dated as of June 24,
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 Solange Shipping Ltd., Tulsi Shipmanagement Co., Cinthara Shipping Ltd., Mauve International
S.A. and Rawlin Services Company, each a Marshall Islands corporation and an indirect subsidiary of
the Company (each, 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 Seventh 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 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.
5. COUNTERPARTS. The parties may sign any number of copies of this Seventh 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 Seventh 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 Seventh Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
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SOLANGE SHIPPING LTD.
TULSI SHIPMANAGEMENT CO.
CINTHARA SHIPPING LTD.
RAWLIN SERVICES COMPANY
MAUVE INTERNATIONAL S.A.
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By: |
/s/ Vasiliki Papaefthymiou
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Name: |
Vasiliki Papaefthymiou |
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Title: |
Director/Secretary |
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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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NAVIOS MARITIME FINANCE II (US) INC.
AQUIS MARINE CORP.
FAITH MARINE LTD.
VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
DUCALE MARINE INC.
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.
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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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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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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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