Contract
TWENTY-FIRST SUPPLEMENTAL INDENTURE (this “Twenty-first Supplemental Indenture”), dated as of
November 10, 2008, is entered into by and among Navios Maritime Holdings Inc. (or its permitted
successor), a Xxxxxxxx Islands corporation (the “Company”), Quena Shipmanagement Inc., Astra
Maritime Corporation and Primavera Shipping Corporation, each a Xxxxxxxx Islands corporation (each
a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) and each 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 Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries 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-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 Subsidiaries 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-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 Twenty-first Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
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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-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 Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Twenty-first Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
QUENA SHIPMANAGEMENT INC. |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
ASTRA MARITIME CORPORATION |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
PRIMAVERA SHIPPING CORPORATION |
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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 | |||
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. |
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CHILALI CORP. KLEIMAR N.V., NAV HOLDINGS LIMITED NAVIOS CORPORATION ANEMOS MARITIME HOLDINGS INC. NAVIOS SHIPMANAGEMENT INC. AEGEAN SHIPPING CORPORATION LIBRA SHIPPING ENTERPRISES CORPORATION ALEGRIA SHIPPING CORPORATION FELICITY SHIPPING CORPORATION GEMINI SHIPPING CORPORATION ARC SHIPPING CORPORATION GALAXY 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/ 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 | |||
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NOSTOS SHIPMANAGEMENT CORP., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Secretary / Director | |||
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 |
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XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxx Xxxx | |||
Authorized Signatory | ||||
Xxxxxx Xxxx Vice President |
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