EX-10.1 2 d111171dex101.htm EX-10.1 EX-10.1

EXHIBIT 10.1

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of November 17, 2015, among Navios Maritime Acquisition Corporation, a Marshall Islands corporation, (the “Company”), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Delos Shipping Corporation and Tilos Shipping Corporation, (each a “Guaranteeing Subsidiary”), each a Marshall Islands corporation and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the “Collateral Trustee”).

WITNESSETH

WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (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 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 Sixth 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 SIXTH 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 Sixth 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 Sixth 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.


IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

 

DELOS SHIPPING CORPORATION

TILOS SHIPPING CORPORATION

    By:  

/s/ Alexandros Laios

      Name:   Alexandros Laios
      Title:   Secretary/Director
  NAVIOS MARITIME ACQUISITION CORPORATION
    By:  

/s/ Vasiliki Papaefthymiou

      Name:   Vasiliki Papaefthymiou
      Title:   Secretary
  NAVIOS ACQUISITION FINANCE (US) INC.
    By:  

/s/ Vasiliki Papaefthymiou

      Name:   Vasiliki Papaefthymiou
      Title:   President/Secretary
NAVIOS ACQUISITION EUROPE FINANCE INC.
    By:  

/s/ Alexandros Laios

    Name:   Alexandros Laios
    Title:   Director/Secretary
 

LEROS SHIPPING CORPORATION

KIMOLOS SHIPPING CORPORATION

LEFKADA SHIPPING CORPORATION

KERKYRA SHIPPING CORPORATION

ZAKYNTHOS SHIPPING CORPORATION

DONOUSSA SHIPPING CORPORATION

SCHINOUSA SHIPPING CORPORATION

SIKINOS SHIPPING CORPORATION

LIMNOS SHIPPING CORPORATION

SKYROS SHIPPING CORPORATION


ALONNISOS SHIPPING CORPORATION
MAKRONISOS SHIPPING CORPORATION
IRAKLIA SHIPPING CORPORATION
THASOS SHIPPING CORPORATION
SAMOTHRACE SHIPPING CORPORATION
PAXOS SHIPPING CORPORATION
ANTIPAXOS SHIPPING CORPORATION
OINOUSSES SHIPPING CORPORATION
ANTIPSARA SHIPPING CORPORATION
PSARA SHIPPING CORPORATION
KITHIRA SHIPPING CORPORATION
ANTIKITHIRA SHIPPING CORPORATION
AMINDRA NAVIGATION CO.
SERIFOS SHIPPING CORPORATION
FOLEGANDROS SHIPPING CORPORATION
  By:  

/s/ Anna Kalathakis

  Name:   Anna Kalathakis
  Title:   Treasurer/Director
SHINYO DREAM LIMITED
SHINYO KANNIKA LIMITED
SHINYO LOYALTY LIMITED
SHINYO NAVIGATOR LIMITED
SHINYO OCEAN LIMITED

SHINYO SAOWALAK LIMITED

SHINYO KIERAN LIMITED

By:  

/s/ Alexandros Laios

  Name:   Alexandros Laios
  Title:   Director

AEGEAN SEA MARITIME HOLDINGS INC.

THERA SHIPPING CORPORATION

TINOS SHIPPING CORPORATION

AMORGOS SHIPPING CORPORATION

ANDROS SHIPPING CORPORATION

ANTIPAROS SHIPPING CORPORATION

CRETE SHIPPING CORPORATION

IKARIA SHIPPING CORPORATION

IOS SHIPPING CORPORATION

KOS SHIPPING CORPORATION

MYTILENE SHIPPING CORPORATION

RHODES SHIPPING CORPORATION

SIFNOS SHIPPING CORPORATION


SKIATHOS SHIPPING CORPORATION

SKOPELOS SHIPPING CORPORATION

SYROS SHIPPING CORPORATION

By:  

/s/ George Achniotis

  Name:   George Achniotis
  Title:   President/Director

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

  By:  

/s/ Yana Kislenko

    Name:   Yana Kislenko
    Title:   Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Trustee

  By:  

/s/ Yana Kislenko

    Name:   Yana Kislenko
    Title:   Vice President