Contract
EXHIBIT 4.43
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 4, 2014, among Navios Maritime Acquisition Corporation, a Xxxxxxxx Islands corporation, (the “Company”), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Samos Shipping Corporation (the “Guaranteeing Subsidiary”), a Xxxxxxxx Islands corporation and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx 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 13, 2013 providing for the issuance of 8.125% First Priority Ship Mortgage Notes due 2021 (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 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 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.
4. 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.
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 Fifth 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 Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| SAMOS SHIPPING CORPORATION | ||||||
| By: | /s/ Xxxx Xxxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxxx | |||||
| Title: | Treasurer/Director | |||||
| NAVIOS MARITIME ACQUISITION CORPORATION | ||||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Title: | Secretary | |||||
| NAVIOS ACQUISITION FINANCE (US) INC. | ||||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Title: | President/Secretary | |||||
| NAVIOS ACQUISITION EUROPE FINANCE INC. | ||||||
| By: | /s/ Xxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxx Xxxxx | |||||
| Title: | Director/Secretary | |||||
| LEFKADA SHIPPING CORPORATION | ||||||
| KERKYRA SHIPPING CORPORATION | ||||||
| ZAKYNTHOS SHIPPING CORPORATION | ||||||
| DONOUSSA SHIPPING CORPORATION | ||||||
| SCHINOUSA SHIPPING CORPORATION | ||||||
| SIKINOS SHIPPING CORPORATION | ||||||
| LIMNOS SHIPPING CORPORATION | ||||||
| SKYROS SHIPPING CORPORATION | ||||||
| ALONNISOS SHIPPING CORPORATION | ||||||
| MAKRONISOS SHIPPING CORPORATION | ||||||
| IRAKLIA SHIPPING CORPORATION THASOS SHIPPING CORPORATION SAMOTHRACE SHIPPING CORPORATION PAXOS SHIPPING CORPORATION ANTIPAXOS SHIPPING CORPORATION OINOUSSES SHIPPING CORPORATION ANTIPSARA SHIPPING CORPORATION PSARA SHIPPING CORPORATION KITHIRA SHIPPING CORPORATION ANTIKITHIRA SHIPPING CORPORATION XXXXXXX NAVIGATION CO. SERIFOS SHIPPING CORPORATION FOLEGANDROS SHIPPING CORPORATION LEROS SHIPPING CORPORATION KIMOLOS SHIPPING CORPORATION | ||||||
| By:
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/s/ Xxxx Xxxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxxx | |||||
| Title: | Treasurer/Director | |||||
| SHINYO DREAM LIMITED SHINYO XXXXXXX LIMITED SHINYO LOYALTY LIMITED SHINYO NAVIGATOR LIMITED SHINYO OCEAN LIMITED SHINYO SAOWALAK LIMITED SHINYO KIERAN LIMITED | ||||||
| By: | /s/ Xxxxxxxxxx Xxxxx | |||||
| Name: Xxxxxxxxxx Xxxxx | ||||||
| Title: Director | ||||||
| AEGEAN SEA MARITIME HOLDINGS INC. THERA SHIPPING CORPORATION TINOS SHIPPING CORPORATION AMORGOS SHIPPING CORPORATION ANDROS SHIPPING CORPORATION ANTIPAROS SHIPPING CORPORATION CRETE SHIPPING CORPORATION IKARIA SHIPPING CORPORATION IOS SHIPPING CORPORATION KOS SHIPPING CORPORATION MYTILENE SHIPPING CORPORATION | ||||||
| XXXXXX SHIPPING CORPORATION SIFNOS SHIPPING CORPORATION SKIATHOS SHIPPING CORPORATION SKOPELOS SHIPPING CORPORATION SYROS SHIPPING CORPORATION | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: Xxxxxx Xxxxxxxxx | ||||||
| Title: President/Director | ||||||
| XXXXX FARGO BANK, NATIONAL | ||||||
| ASSOCIATION, as Trustee | ||||||
| By: |
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| Name: | ||||||
| Title: | ||||||
| XXXXX FARGO BANK, NATIONAL | ||||||
| ASSOCIATION, as Collateral Trustee | ||||||
| By: |
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| Name: | ||||||
| Title: | ||||||
