EX-10.5 6 d622386dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of March 17, 2017, 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 Motiva Trading Ltd, a Marshall Islands corporation and an indirect wholly owned subsidiary of the Company (the “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 Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the 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 Fifth 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.

3. NEW YORK LAW TO GOVERN. THIS FIFTH 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 Fifth 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 Fifth 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 Co-Issuers.

7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this Fifth 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 Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

MOTIVA TRADING LTD, as Guarantor
By.    /s/ ANNA KALATHAKIS
  Name: Anna Kalathaki
  Title:   Director and Treasurer/Secretary
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
LAVENDER SHIPPING CORPORATION, as Guarantor
By.   /s/ GEORGE ACHNIOTIS
  Name: George Akhniotis
  Title:   President/Director
NAVIOS ASIA LLC, as Guarantor
By.   /s/ GEORGE ACHNIOTIS
  Name: George Achniotis
  Title:   Manager

[Signature Page to Fifth Supplemental Indenture]

 

JASMINE SHIPPING CORPORATION

IRIS SHIPPING CORPORATION, as Guarantors

By.   /s/ GEORGE ACHNIOTIS
  Name: George Achniotis
  Title:   Treasurer/Director
EMERY SHIPPING CORPORATION, as Guarantors
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

ROSELITE SHIPPING CORPORATION

SMALTITE SHIPPING CORPORATION, as Guarantors

By.   /s/ GEORGE ACHNIOTIS
  Name: George Akhniotis
  Title:   President/Director

[Signature Page to Fifth 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

[Signature Page to Fifth Supplemental Indenture]

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

 

By.    /s/ VASILIKI PAPAEFTHYMIOU
  Name: Vasiliki Papaefthymiou
  Title:   Director and Authorized Officer

[Signature Page to Fifth 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 Fifth Supplemental Indenture]

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

[Signature Page to Fifth Supplemental Indenture]