Contract
EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Eighteenth Supplemental Indenture”), dated as of
August 28, 2008, is entered into by and among Navios Maritime Holdings Inc. (or its permitted
successor), a Xxxxxxxx Islands corporation (the “Company”), Beaufiks Shipping Corporation, a
Xxxxxxxx Islands 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 Eighteenth 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 EIGHTEENTH 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.
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4. COUNTERPARTS. The parties may sign any number of copies of this Eighteenth 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 Eighteenth 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 Eighteenth Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
BEAUFIKS 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 | |||
ROWBOAT MARINE INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
CORSAIR SHIPPING LTD., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
SAGITTARIUS SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
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KLEIMAR LTD., as a Guarantor |
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By: | /s/ Xxxxxx Akhniotis | |||
Name: | Xxxxxx Akhniotis | |||
Title: | Secretary and Director | |||
ORBITER SHIPPING CORP., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
PHAROS NAVIGATION S.A., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
SIZZLING VENTURES INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
XXXXXXX VENTURES S.A., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
TAHARQA SPIRIT CORP., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
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RHEIA ASSOCIATES CO., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
RUMER HOLDING LTD., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
CHILALI CORP., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
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 | |||
KLEIMAR N.V., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
NAV HOLDINGS LIMITED, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
NAVIOS CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
ANEMOS MARITIME HOLDINGS INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
PORTOROSA MARINE CORP, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Secretary / Director | |||
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NAVIOS SHIPMANAGEMENT INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
AEGEAN SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
LIBRA SHIPPING ENTERPRISES CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
ALEGRIA SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
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FELICITY SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
GEMINI SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
ARC SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
GALAXY SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
MAGELLAN SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
IONIAN SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
APOLLON SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
HERAKLES SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
ACHILLES SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
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KYPROS SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
HIOS SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
MERIDIAN SHIPPING ENTERPRISES INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
MERCATOR SHIPPING CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
HORIZON SHIPPING ENTERPRISES CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
HYPERION ENTERPRISES INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
STAR MARITIME ENTERPRISES CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
NAVIMAX CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | President | |||
NAVIOS HANDYBULK INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer |
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NAVIOS INTERNATIONAL INC., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Director and Authorized Officer | |||
HESTIA SHIPPING LTD., as a Guarantor |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Authorized Officer | |||
XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxxx Xxxxxxx | |||
Xxxxxxx Xxxxxxx | ||||
Authorized Signatory | ||||
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