Exhibit 10.3
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of December 22, 2015, among Navios Maritime Holdings Inc., a Marshall Islands corporation, (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Smaltite Shipping Corporation and Roselite Shipping Corporation, each a Marshall Islands corporation and an indirect wholly owned subsidiary of the Company (each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and Wells 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 29, 2013 providing for the issuance of 7.375% First Priority Ship Mortgage Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each 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, 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 FOURTH 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 Fourth 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 Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Co-Issuers.
7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this Fourth 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 Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| SMALTITE SHIPPING CORPORATION, as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | President/Director | |||
| ROSELITE SHIPPING CORPORATION, as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | President/Director | |||
| NAVIOS MARITIME HOLDINGS INC. | ||||
| By: | /s/ Vasiliki Papaefthymiou | |||
| Name: | Vasiliki Papaefthymiou | |||
| Title: | Executive Vice President, Legal | |||
| NAVIOS MARITIME FINANCE II (US) INC. | ||||
| By: | /s/ Vasiliki Papaefthymiou | |||
| Name: | Vasiliki Papaefthymiou | |||
| Title: | President | |||
[Signature Page to Fourth Supplemental Indenture]
| LAVENDER SHIPPING CORPORATION, as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | President/Director | |||
| NAVIOS ASIA LLC, as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | Manager | |||
| JASMINE SHIPPING CORPORATION | ||||
| IRIS SHIPPING CORPORATION, as Guarantors | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | Treasurer/Director | |||
| EMERY SHIPPING CORPORATION, as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | President/Director | |||
| NAVIOS HOLDINGS EUROPE FINANCE INC., as Guarantor | ||||
| By: | /s/ Alexandros Laios | |||
| Name: | Alexandros Laios | |||
| Title: | Secretary | |||
| TRIANGLE SHIPPING CORPORATION | ||||
| ESMERALDA SHIPPING CORPORATION, as Guarantors | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | President | |||
[Signature Page to Fourth Supplemental Indenture]
| DIESIS SHIPMANAGEMENT LTD |
| MANDORA SHIPPING LTD |
| SOLANGE SHIPPING LTD. |
| TULSI SHIPMANAGEMENT CO. |
| CINTHARA SHIPPING LTD |
| RAWLIN SERVICES COMPANY |
| MAUVE INTERNATIONAL S.A. |
| AQUIS MARINE CORP. |
| FAITH MARINE LTD. |
| VECTOR SHIPPING CORPORATION |
| ARAMIS NAVIGATION INC. |
| DUCALE MARINE INC. |
| HIGHBIRD MANAGEMENT INC. |
| RED ROSE SHIPPING CORP. |
| GINGER SERVICES CO. |
| QUENA SHIPMANAGEMENT INC. |
| ASTRA MARITIME CORPORATION |
| PRIMAVERA SHIPPING CORPORATION |
| PUEBLO HOLDINGS LTD |
| BEAUFIKS SHIPPING CORPORATION |
| ROWBOAT MARINE INC. |
| CORSAIR SHIPPING LTD. |
| PHAROS NAVIGATION S.A. |
| SIZZLING VENTURES INC. |
| SHIKHAR VENTURES S.A. |
| TAHARQA SPIRIT CORP. |
| RHEIA ASSOCIATES CO. |
| RUMER HOLDING LTD. |
| KLEIMAR NV |
| 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. |
| SERENITY SHIPPING ENTERPRISES INC., as Guarantors |
[Signature Page to Fourth Supplemental Indenture]
| By: | /s/ Vasiliki Papaefthymiou | |||
| Name: | Vasiliki Papaefthymiou | |||
| Title: | Director and Authorized Officer | |||
[Signature Page to Fourth Supplemental Indenture]
| KLEIMAR LTD., as Guarantor | ||||
| By: | /s/ George Achniotis | |||
| Name: | George Achniotis | |||
| Title: | Secretary and Director | |||
| NAVIMAX CORPORATION, as Guarantor | ||||
| By: | /s/ Shunji Sasada | |||
| Name: | Shunji Sasada | |||
| Title: | President | |||
| NAVIOS TANKERS MANAGEMENT INC. | ||||
| By: | /s/ Alexandros Laios | |||
| Name: | Alexandros Laios | |||
| Title: | Secretary/Director | |||
[Signature Page to Fourth Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||||
| By: | /s/ Yana Klslenko | |||||
| Name: | Yana Klslenko | |||||
| Title: | Vice President | |||||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||||||
| as Collateral Trustee | ||||||
| By: | /s/ Yana Klslenko | |||||
| Name: | Yana Klslenko | |||||
| Title: | Vice President | |||||
[Signature Page to Fourth Supplemental Indenture]
