EX-10.4 5 d105396dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth 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, (“Navios Finance” and, together with the Company, the “Co-Issuers”), 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.

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 January 28, 2011 providing for the issuance of 8 18% Senior Notes due 2019 (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 Eighth 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 EIGHTH 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Supplemental Indenture]


By:  

/s/ Vasiliki Papaefthymiou

  Name:   Vasiliki Papaefthymiou
  Title:   Director and Authorized Officer

 

[Signature Page to Eighth 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 Eighth Supplemental Indenture]


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

  By:  

/s/ Yana Klslenko

    Name:   Yana Klslenko
    Title:   Vice President

 

[Signature Page to Eighth Supplemental Indenture]