Contract
Exhibit 2.13
TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of December 13, 2019, 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 Alkmene Shipping Corporation, Aphrodite Shipping Corporation, Cyrus Investments Corp., Dione Shipping Corporation, Doxa International Corp., Olivia Enterprises Corp., Persephone Shipping Corporation and Xxxx Shipping Corporation, each a Xxxxxxxx Islands corporation and an indirect wholly owned subsidiary of the Company (each individually, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below and as collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, 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 Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries 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 Tenth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each 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. 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 TENTH 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 Tenth 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 Tenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Co-Issuers.
7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this Tenth Supplemental Indenture as not resulting in a material modification of the Notes for purposes of the Notes’ status as “grandfathered obligations” for Foreign Account Tax Compliance Act purposes.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| ALKMENE SHIPPING CORPORATION | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Director | ||
| APHRODITE SHIPPING CORPORATION | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx | ||
| Title: Director | ||
| CYRUS INVESTMENTS CORP. | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Director | ||
| DIONE SHIPPING CORPORATION | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx | ||
| Title: Director | ||
| DOXA INTERNATIONAL CORP. | ||
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Director | ||
[Signature Page to Tenth Supplemental Indenture]
| OLIVIA ENTERPRISES CORP. | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | ||
| Title: Director | ||
| PERSEPHONE SHIPPING CORPORATION | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx | ||
| Title: Director | ||
| XXXX SHIPPING CORPORATION | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx | ||
| Title: Director | ||
| NAVIOS MARITIME ACQUISITION CORPORATION | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | ||
| Title: Director | ||
| NAVIOS ACQUISITION FINANCE (US) INC. | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Director | ||
[Signature Page to Tenth Supplemental Indenture]
LEROS SHIPPING CORPORATION
KIMOLOS SHIPPING CORPORATION
ZAKYNTHOS SHIPPING CORPORATION
DONOUSSA SHIPPING CORPORATION
SCHINOUSA SHIPPING CORPORATION
SKYROS SHIPPING CORPORATION
KERKYRA SHIPPING CORPORATION
SIKINOS SHIPPING CORPORATION
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
XXXXXXX NAVIGATION CO.
ALONNISOS SHIPPING CORPORATION
MAKRONISOS SHIPPING CORPORATION
PAXOS SHIPPING CORPORATION
ANTIPAXOS SHIPPING CORPORATION
OINOUSSES SHIPPING CORPORATION
ANTIPSARA SHIPPING CORPORATION
PSARA SHIPPING CORPORATION
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
SKIATHOS SHIPPING CORPORATION
SYROS SHIPPING CORPORATION
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
[Signature Page to Tenth Supplemental Indenture]
DELOS SHIPPING LIMITED
TILOS SHIPPING LIMITED
NAVIOS ACQUISITION EUROPE FINANCE INC.
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
SHINYO DREAM LIMITED
SHINYO XXXXXXX LIMITED
SHINYO LOYALTY LIMITED
SHINYO NAVIGATOR LIMITED
SHINYO OCEAN LIMITED
SHINYO KIERAN LIMITED
SHINYO SAOWALAK LIMITED
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
AEGEAN SEA MARITIME HOLDINGS INC.
TINOS SHIPPING CORPORATION
AMORGOS SHIPPING CORPORATION
ANDROS SHIPPING CORPORATION
ANTIPAROS SHIPPING CORPORATION
CRETE SHIPPING CORPORATION
IKARIA SHIPPING CORPORATION
KOS SHIPPING CORPORATION
MYTILENE SHIPPING CORPORATION
XXXXXX SHIPPING CORPORATION
SIFNOS SHIPPING CORPORATION
| By: | /s/ Xxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxx Xxxxx | ||
| Title: Attorney-in-fact |
[Signature Page to Tenth Supplemental Indenture]
| XXXXX FARGO BANK, NATIONAL | ||
| ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Authorized Signatory | ||
| XXXXX FARGO BANK, NATIONAL | ||
| ASSOCIATION, | ||
| as Collateral Trustee | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Authorized Signatory | ||
[Signature Page to Tenth Supplemental Indenture]
