Contract
TWENTY-FOURTH SUPPLEMENTAL INDENTURE (this “Twenty-fourth Supplemental Indenture”), dated as
of July 14, 2009, is entered into by and among Navios Maritime Holdings Inc. (or its permitted
successor), a Xxxxxxxx Islands corporation (the “Company”), Customized Development S.A., a Liberian
corporation (the “Guaranteeing Subsidiary”) and an indirect subsidiary of the Company, the other
Guarantors (as defined in the Indenture referred to herein) and Xxxxx 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 Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Twenty-fourth 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-FOURTH 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-fourth 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-fourth 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-fourth Supplemental Indenture
to be duly executed and attested, all as of the date first above written.
CUSTOMIZED DEVELOPMENT S.A. |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
NAVIOS MARITIME HOLDINGS INC. |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Executive Vice President, Legal | |||
RED ROSE SHIPPING CORP. FLORAL MARINE LTD. PANDORA MARINE INC. QUENA SHIPMANAGEMENT INC. ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD. SURF MARITIME CO. BEAUFIKS SHIPPING CORPORATION ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. SAGITTARIUS SHIPPING CORPORATION ORBITER SHIPPING CORP. PHAROS NAVIGATION S.A. SIZZLING VENTURES INC. XXXXXXX 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 |
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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/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
KLEIMAR LTD., as a Guarantor |
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By: | /s/ Xxxxxx Akhniotis | |||
Name: | Xxxxxx Akhniotis | |||
Title: | Secretary and Director | |||
NOSTOS SHIPMANAGEMENT CORP., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Secretary / Director |
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WHITE NARCISSUS MARINE S.A., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Vice President | |||
PORTOROSA MARINE CORP, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Secretary / Director | |||
NAVIMAX CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | President | |||
HESTIA SHIPPING LTD., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Authorized Officer | |||
GINGER SERVICES CO., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxx Xxxx | |||
Authorized Signatory | ||||
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