EX-4.43 3 d887738dex443.htm EX-4.43 EX-4.43

EXHIBIT 4.43

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 4, 2014, 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 Samos Shipping Corporation (the “Guaranteeing Subsidiary”), 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 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 Fourth 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.


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.

 

SAMOS SHIPPING CORPORATION
By:

/s/ Anna Kalathakis

Name:   Anna Kalathakis
Title: Treasurer/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
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 LEROS SHIPPING CORPORATION

KIMOLOS 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:    

 

Name:
Title:
WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Collateral Trustee

By:    

 

Name:
Title: