Contract
Exhibit 10.2
THIRTIETH SUPPLEMENTAL INDENTURE (this “Thirtieth Supplemental Indenture”), dated as of
June 7, 2010, is entered into by and among Navios Maritime Holdings Inc., a Xxxxxxxx Islands
corporation (the “Company”), Faith Marine Ltd., 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 Thirtieth 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 THIRTIETH 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 Thirtieth 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 Thirtieth 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 Thirtieth Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
FAITH MARINE LTD. |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Secretary/Director | |||
NAVIOS MARITIME HOLDINGS INC. |
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By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||
Title: | Executive Vice President, Legal | |||
VECTOR SHIPPING CORPORATION ARAMIS NAVIGATION INC. DUCALE MARINE INC. KOHYLIA SHIPMANAGEMENT S.A. HIGHBIRD MANAGEMENT INC. CUSTOMIZED DEVELOPMENT S.A. FLORAL MARINE LTD. RED ROSE SHIPPING CORP. PANDORA MARINE INC. GINGER SERVICES CO. QUENA SHIPMANAGEMENT INC. ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD. BEAUFIKS SHIPPING CORPORATION ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. 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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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/ 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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NAVIMAX CORPORATION, as a Guarantor |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | President | |||
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XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Vice President |
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