Contract
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental Indenture”), dated as of March 11, 2008, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Xxxxxxxx Islands corporation (the “Company”), Orbiter Shipping Corp., 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 9½% 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 Thirteenth 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.
4. NEW YORK LAW TO GOVERN. THIS THIRTEENTH 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.
5. COUNTERPARTS. The parties may sign any number of copies of this Thirteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirteenth 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 Thirteenth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
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ORBITER SHIPPING CORP. | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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PHAROS NAVIGATION S.A., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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SIZZLING VENTURES INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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XXXXXXX VENTURES S.A., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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TAHARQA SPIRIT CORP., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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RHEIA ASSOCIATES CO., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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RUMER HOLDING LTD., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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CHILALI CORP., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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NOSTOS SHIPMANAGEMENT CORP., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Secretary / Director |
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WHITE NARCISSUS MARINE S.A., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Vice President |
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KLEIMAR N.V., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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NAV HOLDINGS LIMITED, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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NAVIOS CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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ANEMOS MARITIME HOLDINGS INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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PORTOROSA MARINE CORP, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Secretary / Director |
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NAVIOS SHIPMANAGEMENT INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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AEGEAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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LIBRA SHIPPING ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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ALEGRIA SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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FELICITY SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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GEMINI SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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ARC SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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GALAXY SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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MAGELLAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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IONIAN SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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APOLLON SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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HERAKLES SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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ACHILLES SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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KYPROS SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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HIOS SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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MERIDIAN SHIPPING ENTERPRISES INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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Title: Director and Authorized Officer |
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MERCATOR SHIPPING CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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HORIZON SHIPPING ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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HYPERION ENTERPRISES INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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STAR MARITIME ENTERPRISES CORPORATION, as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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NAVIMAX CORPORATION, as a Guarantor | |
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Name: Xxxxxx Xxxxxx |
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NAVIOS HANDYBULK INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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NAVIOS INTERNATIONAL INC., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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HESTIA SHIPPING LTD., as a Guarantor | |
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By: |
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Name: Xxxxxxxx Xxxxxxxxxxxxx |
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XXXXX FARGO BANK, N.A., as Trustee | |
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/s/ Xxxx Xxxxxxxxx |
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Authorized Signatory |
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Dated: March 12, 2008 |
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