SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

Dated: November 15, 2007

Commission File No. 001-33311

NAVIOS MARITIME HOLDINGS INC.

85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F    X     Form 40-F                

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes                   No     X    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes                   No     X    

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                   No    X

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    Fourth and Fifth Supplemental Indenture; Supplemental Agreement to Facility; Release of Note Guarantee

Dated as of August 9, 2007, Navios entered into a Fourth Supplemental Indenture, in order to add Nostos Shipmanagement Corp., a Marshall Islands corporation and an indirect subsidiary of Navios, as guarantor to its Indenture dated December 18, 2006 providing for the issuance of its 9½% Senior Notes due 2014 (the ‘‘Indenture’’).

In addition, dated as of August 9, 2007, Navios entered into a Fifth Supplemental Indenture, in order to add Portorosa Marine Corp., a Marshall Islands corporation and an indirect subsidiary of Navios, as guarantor to its Indenture. A copy of each of the Fourth Supplemental Indenture and Fifth Supplemental Indenture is furnished as Exhibits 99.1 and 99.2, respectively, to this Report and is incorporated herein by reference.

Furthermore, on November 15, 2007 in connection with the transactions undertaken by Navios for the initial public offering of Navios Maritime Partners L.P., Navios entered into a Supplemental Agreement with its lenders under its Facility Agreement dated February 1, 2007, to provide for the release ad discharge of some of the security provided to such lenders under such facility and accept additional security in substitution thereof. The Supplement Agreement is furnished as Exhibit 99.3. On November 16, 2007, also in connection with the transactions undertaken by Navios for the initial public offering of Navios Maritime Partners L.P., Navios entered into a Release of Note Guarantee that provided for the release of the guarantees under the Indenture that were provided by certain of the subsidiaries of Navios. The Release of Note Guarantee is furnished as Exhibit 99.4 to this Report and is incorporated herein by reference.

This information contained in this Report is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form S-8, File No. 333-147186.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of August 9, 2007, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), Nostos Shipmanagement Corp., a Marshall Islands corporation (the “Guaranteeing Subsidiary”) and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 18, 2006 providing for the issuance of 9½% Senior Notes due 2014 (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 Company’s 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.

4. 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.

5. 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.

 

 

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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 Fourth 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 Company.

 

 

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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.

 

 

 

 

 

 

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FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August 9, 2007, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), Portorosa Marine Corp, a Marshall Islands corporation (the “Guaranteeing Subsidiary”) and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 18, 2006 providing for the issuance of 9½% Senior Notes due 2014 (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 Company’s 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.

4. 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.

5. 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.

 

 

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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 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 Company.

 

 

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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.

 

 

 

 

 

 

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Private and Confidential

Date 15 November 2007

NAVIOS MARITIME HOLDINGS INC.

as Borrower

COMMERZBANK AG and HSH NORDBANK AG

as Lenders

HSH NORDBANK AG

as Swap Bank, Joint-Arranger, Agent,

Account Bank and Security Trustee

and

COMMERZBANK AG

as Joint-Arranger

as Swap Bank

 

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SUPPLEMENTAL AGREEMENT

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in relation to a Facility Agreement dated 1 February 2007,

for a loan facility of up to US$280,000,000

and a revolving credit facility of up to US$120,000,000

Ince & Co

47-49 Akti Miaouli

Piraeus 185 36

Greece

Tel: 210 429 2543

Fax: 210 429 3318

 

 

 

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Index

 

 

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THIS AGREEMENT is made on 15 November 2007

BETWEEN

BACKGROUND

IT IS AGREED as follows:

“Asteriks Deed of Covenant” means the deed of covenant collateral to the Asteriks Mortgage required to be executed by the Asteriks Owners in favour of the Security Trustee, in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Asteriks General Assignment” means a first priority general assignment of the earnings, the insurances and requisition compensation of “NAVIOS ASTERIKS” executed or to be executed by the Asteriks Owners in favour of the Security Trustee, in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Asteriks Guarantee” means the unconditional, irrevocable and on demand guarantee of the obligations of the Borrower under the Facility Agreement and the Security Documents required to be executed by the Asteriks Owners in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Asteriks Management Agreements” means the agreements between (i) the Asteriks Owners and the Technical Manager and (ii) the Asteriks Owners and the relevant Commercial Manager, each in a form previously approved in writing by the Agent (acting on the instructions of the Majority Lenders);

 

 

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“Asteriks Managers’ Undertakings” means the undertakings and assignment, required to be executed respectively hereunder by the Technical Manager and the relevant Commercial Manager in favour of the Security Trustee in respect of “NAVIOS ASTERIKS” each in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Asteriks Mortgage” means a first priority Maltese statutory mortgage in respect of the “NAVIOS ASTERIKS” made or to be made by the Asteriks Owners in favour of the Security Trustee in such form as the Agent and the Majority Lenders may in their sole discretion;

“Asteriks Owners” means together Kleimar and White Narcissus Marine S.A., a corporation organized and existing under the laws of Panama, with its registered office at Panama City, Panama;

“Asteriks Security Documents” means, together:

and, in the singular, means any of them;

“Aurora Charter” means a time charterparty made or to be made in respect of “NAVIOS AURORA” in a form acceptable to the Agent and the Majority Lenders;

“Aurora Charter Assignment” means a specific assignment of the rights of the Aurora Owner under the Aurora Charter executed or to be executed by the Aurora Owner in favour of the Security Trustee (including any notices and/or acknowledgement and/or undertakings associated therewith) in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Aurora General Assignment” means a first priority general assignment of the earnings, the insurances and any requisition compensation of “NAVIOS AURORA” executed or to be executed by the Aurora Owner in favour of the Security Trustee, in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Aurora Guarantee” means the unconditional, irrevocable and on demand guarantee of the obligations of the Borrower under the Facility Agreement and the Security Documents required to be executed by the Aurora Owner in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Aurora Management Agreements” means the agreements made or to be made between (i) the Aurora Owner and the Technical Manager and (ii) the Aurora Owner and the relevant Commercial Manager, each in a form previously approved in writing by the Agent (acting on the instructions of the Majority Lenders);

“Aurora Managers’ Undertakings” means the undertakings and assignment, required to be executed respectively hereunder by the Technical Manager and the relevant Commercial

 

 

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Manager in favour of the Security Trustee in respect of “NAVIOS AURORA” each in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Aurora Mortgage” means a first preferred ship mortgage (and, if required, a deed of covenant collateral thereto) in respect of the “NAVIOS AURORA” made or to be made by the Aurora Owner in favour of the Security Trustee in such form as the Agent and the Majority Lenders may in their sole discretion require;

“Aurora Owner” means a company to be nominated to the Agent as the Owner of “NAVIOS AURORA”‘;

“Aurora Security Documents” means, together:

and, in the singular, means any of them;

“Cash Collateral” means the amount of at least USD76,415,776.25 as if the same may be reduced from time to time in accordance with Clauses 4.1 or 4.4;

“Effective Date” means the Business Day not later than 30 November 2007 (or such later date as the Lenders may agree with the Borrower) on which all the conditions precedent referred to in Clause 3.1 have been fulfilled by the Borrower;

“Facility Agreement” means the Facility Agreement dated 1 February 2007 referred to in Recital (A);

“Kleimar” means Kleimar N.V. a company incorporated in Belgium and having its registered office at Suikerrui 5, B-2000 Antwerp, Belgium;

“Kleimar Guarantee” means the unconditional, irrevocable and on demand guarantee of the obligations of the Borrower under this Agreement and the Master Agreements required to be executed by Kleimar in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;

“NAVIOS ASTERIKS” means the dry bulk carrier of 76,801 dwt currently registered in the ownership of the Asteriks Owners under the Maltese flag with the name “NAVIOS ASTERIKS” and IMO no. 9304253;

“NAVIOS AURORA” means the dry bulk carrier of [     ] dwt currently registered in the ownership of [                         ] under the [Panamanian] flag with the name “NAVIOS AURORA” and to be acquired by the Aurora Owner and registered in its ownership;

“NAVIOS ORBITER” means the dry bulk carrier of [     ] dwt currently registered in the ownership of [                              ] under the [Panamanian] flag with the name “NAVIOS ORBITER”;

 

 

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“New Charter Assignments” means the Aurora Charter Assignment and the Orbiter Charter Assignment;

“New General Assignments” means the Asteriks General Assignment, the Aurora General Assignment and the Orbiter General Assignment;

“New Guarantees” means the Asteriks Guarantee, the Aurora Guarantee and the Orbiter Guarantee;

“New Managers’ Undertakings” means the Asteriks Managers’ Undertakings, the Aurora Managers’ Undertakings and the Orbiter Managers’ Undertakings;

“New Mortgages” means the Asteriks Mortgage, the Aurora Mortgage and the Orbiter Mortgage;

New Security Parties” means, together, the Asteriks Owners, the Aurora Owner and the Orbiter Owner;

“New Security Documents” means, together:

and, in the singular, means any of them;

“New Underlying Documents” means, together, the Aurora Management Agreements, the Orbiter Management Agreements, the Asteriks Management Agreements, the Aurora Charter and the Orbiter Charter;

“New Vessels” means each of “NAVIOS ASTERIKS”, “NAVIOS AURORA” and “NAVIOS ORBITER” as in at any relevant time subject to a New Mortgage;

“Orbiter Charter” means a time charterparty made or to be made in respect of “NAVIOS ORBITER” in a form acceptable to the Agent and the Majority Lenders;

“Orbiter Charter Assignment” means a specific assignment of the rights of the Orbiter Owner under the Orbiter Charter executed or to be executed by the Orbiter Owner in favour of the Security Trustee (including any notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Orbiter General Assignment” means a first priority general assignment of the earnings, the insurances and any requisition compensation of “NAVIOS ORBITER” executed or to be executed by the Orbiter Owner in favour of the Security Trustee, in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Orbiter Guarantee” means the unconditional, irrevocable and on demand guarantee of the obligations of the Borrower under the Facility Agreement and the Security Documents required to be executed by the Orbiter Owner in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;

 

 

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“Orbiter Management Agreements” means the agreements made or to be made between (i) the Orbiter Owner and the Technical Manager and (ii) the Orbiter Owner and the relevant Commercial Manager, each in a form previously approved in writing by the Agent (acting on the instructions of the Majority Lenders);

“Orbiter Managers’ Undertakings” means the undertakings and assignment, required to be executed respectively hereunder by the Technical Manager and the relevant Commercial Manager in favour of the Security Trustee in respect of “NAVIOS ORBITER” each in such form as the Agent and the Majority Lenders may require in their sole discretion;

“Orbiter Mortgage” means a first preferred ship mortgage (and, if required, a deed of covenant collateral thereto) in respect of the “NAVIOS ORBITER” made or to be made by the Orbiter Owner in favour of the Security Trustee in such form as the Agent and the Majority Lenders may in their sole discretion require;

“Orbiter Security Documents” means, together:

and, in the singular, means any of them;

“Orbiter Owner” means Orbiter Shipping Corporation., a corporation organized and existing under the laws of the Marshall Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands.

(a) release and discharge the Mortgages and other Security Documents over m.v.s “NAVIOS FELICITY”, “NAVIOS ALEGRIA”, “NAVIOS GALAXY I”, “NAVIOS GEMINI S” and “NAVIOS LIBRA II”; and

(b) upon such release and discharge, waive the terms of Clause 4.5 of the Facility Agreement so far as they would otherwise relate to the Vessels named in clause 2.1(a) above to the extent that the same conflict with the terms of clauses 4.1 and 4.4 of this supplemental agreement.

On condition that:

 

 

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Certified Copies of all documents which evidence or relate to the constitution of each Asteriks Owner and its current corporate existence;

a certificate (dated no earlier than 5 Banking Days prior to the Effective Date) that there are no Required Authorisations or that there are no Required Authorisations except those described in such certificate and Certified Copies of which as duly executed (including any conditions and/or documents ancillary thereto) are appended thereto.

a list of directors and officers of each of the Borrower and the Asteriks Owners specifying the names and positions of such persons, certified by an officer of such Security Party to be true, complete and up to date;

is registered in the names of the Asteriks Owners through the Maltese Ships Registry under the laws and flag of Malta and that she and her earnings, insurances and requisition compensation (as defined in the Asteriks Deed of Covenant) are free of Encumbrances except Permitted Encumbrances (such evidence to include relevant certificates issued by the Flag State and results of searches carried out against the said Registry by the Agent or its lawyers);

 

 

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maintains the Classification free of all requirements and recommendations of the Classification Society; and

is insured in accordance with the provisions of the relevant New Security Documents and all requirements of such New Security Documents in respect of such insurance have been complied with (including without limitation, receipt by the Agent of customary brokers’ letters of undertaking regarding the placing of hull and machinery and war risks cover and confirmation from the protection and indemnity association or other insurer with which that New Vessel is entered for insurance or insured against protection and indemnity risks, that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does not apply to her);

The Kleimar Guarantee and the Asteriks Security Documents duly executed and delivered;

counterpart originals of duly executed notices of assignment required by the terms of the Asteriks Security Documents referred to in (f) above and in the forms prescribed by these Security Documents and any other documents required to be delivered pursuant thereto;

evidence that the Asteriks Mortgage has been duly registered against “NAVIOS ASTERIKS” in accordance with the laws of the relevant Flag State;

an opinion of Messrs Cozen O’Connor, special legal advisers in New York to the Banks;

an opinion of Messrs Nauta Dutilh, special legal advisers in Belgium to the Banks;

an opinion of Messrs Ganados, special legal advisers in Malta to the Banks;

an opinion of Messrs Patton Moreno & Asvat, special legal advisers in Panama to the Banks

such statutory forms duly signed by the Asteriks Owners as may be required by the Agent to perfect the security contemplated by the relevant Security Documents, including, but not limited to, any UCC-1 Financing Statements as the Agent may consider necessary to be filed in Connecticut and Washington DC;

 

 

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That there is standing to the credit of the Earnings Account (being the account with the Account Bank in the name of the Technical Manager having account no. 1100309183) a sum at least equal to the Cash Collateral and that such amount is blocked on such account in a manner satisfactory to the Lenders;

evidence satisfactory to the Agent that “NAVIOS ASTERIKS” is subject to a ship security plan which complies with the ISPS Code and (ii) a copy of the ISSC for such Vessel;

written confirmation addressed by the Technical Manager to the Agent that the representations and warranties set out in clause 7.1.20 of the Facility Agreement (Environmental Matters) and clause 7.1.21 of the Facility Agreement (ISM Code) are true and correct;

a written report from a maritime insurance consultant or broker acceptable to the Lenders in a form and content acceptable to the Lenders in respect of the insurances on “NAVIOS ASTERIKS”, which report shall certify that such insurances are placed through or with insurance brokers and clubs, in amounts, covering risks and on terms acceptable to the Majority Lenders and that the same are in accordance with the terms of the Mortgage in respect of such Vessel;

a valuation of “NAVIOS ASTERIKS” prepared at the cost of the Borrower by an Approved Broker not more than 3 months prior to the Effective Date and to be provided to the Agent no more than 10 or fewer than 5 Banking Days prior to the Effective Date, giving her charter-free value in scope and form and substance acceptable to the Lenders;

evidence that all fees due and payable have been paid in full;

a survey report in respect of “NAVIOS ASTERIKS” to be prepared at the cost of the Borrower by a marine surveyor or surveyors acceptable to the Arrangers, in form, substance and scope acceptable to the arrangers.

the endorsement at the end of this Agreement signed by each Security Party (other than the Borrower);

documentary evidence that the agent for service of process named in clause 19 of the Facility Agreement has accepted its appointment;

 

 

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True and complete copies of the New Underlying Documents and all ISM Code Documentation which relate to “NAVIOS ASTERIKS”; and

any further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Agent may request by notice to the Borrower prior to the Effective Date.

“Release Date” is the date on which the Borrower requests a part of the Cash Collateral to be released,

“Relevant Cash Amount” means, in respect of (i) the first of “NAVIOS AURORA” and “NAVIOS ORBITER” to become subject to a Mortgage, the Cash Collateral multiplied by the ratio of the Valuation Amount of such Vessel obtained by the Security Trustee as at 23 October 2007 divided by the aggregate Valuation Amount of both such Vessels provided on that date and (ii) the second of “NAVIOS AURORA” and “NAVIOS ORBITER” to become subject to a Mortgage, the whole of the remaining Cash Collateral; and

either

(i) if “Relevant Vessel” means “NAVIOS AURORA “Relevant Owner” means the Aurora Owner, “Relevant New Security Documents” means the Aurora Security Documents; and

(ii) if “Relevant Vessel” means “NAVIOS ORBITER”, “Relevant Owner” means the Orbiter Owner, “Relevant New Security Documents” means the Orbiter Security Documents.

Certified Copies of all documents which evidence or relate to the constitution of the Relevant Owner and its current corporate existence;

 

 

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a certificate (dated no earlier than 5 Banking Days prior to the Release Date) that there are no Required Authorisations or that there are no Required Authorisations except those described in such certificate and Certified Copies of which as duly executed (including any conditions and/or documents ancillary thereto) are appended thereto.

a list of directors and officers of the Relevant Owner specifying the names and positions of such persons, certified by an officer of the Relevant Owner to be true, complete and up to date;

is registered in the name of the Relevant Owner through the relevant Registry and that she and her earnings, insurances and requisition compensation (as defined in the Mortgage in respect of the Relevant Vessel) and any Charter are free of Encumbrances except Permitted Encumbrances (such evidence to include relevant certificates issued by the Flag State and results of searches carried out against the said Registry by the Agent or its lawyers);

maintains the Classification free of all requirements and recommendations of the Classification Society; and

is insured in accordance with the provisions of the relevant Relevant New Security Documents and all requirements of such Relevant Security Documents in respect of such insurance have been complied with (including without limitation, receipt by the Agent of customary brokers’ letters of undertaking regarding the placing of hull and machinery and war risks cover and confirmation from the protection and indemnity association or other insurer with which the Relevant Vessel is entered for insurance or insured against protection and indemnity risks, that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does not apply to her);

 

 

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The Relevant New Security Documents duly executed and delivered;

counterpart originals of duly executed notices of assignment required by the terms of the Relevant Security Documents referred to in (f) above and in the forms prescribed by these Security Documents and any other documents required to be delivered pursuant thereto;

evidence that the Mortgage in respect of the Relevant Vessel has been duly registered against the Relevant Vessel in accordance with the laws of the relevant Flag State;

an opinion of the Banks’ nominated special legal advisers in the Flag State in which the Relevant Vessel is registered;

any such further opinions as may be required by the Agent;

such statutory forms duly signed by the Relevant Owner as may be required by the Agent to perfect the security contemplated by the Relevant Security Documents, including, but not limited to, any UCC-1 Financing Statements as the Agent may consider necessary to be filed in Connecticut and Washington DC;

In respect of the first of “NAVIOS AURORA” and “NAVIOS ORBITER” to become subject to a Mortgage only, that there are standing to the credit of the Earnings Account a sum at least equal to the difference between the Cash Collateral and the Relevant Cash Amount and that such amount is blocked in a manner satisfactory to the Lenders;

evidence satisfactory to the Agent that the Relevant Vessel is subject to a ship security plan which complies with the ISPS Code and (ii) a copy of the ISSC for such Vessel;

written confirmation addressed by the Technical Manager to the Agent that the representations and warranties set out in clause 7.1.20 of the Facility Agreement (Environmental Matters) and clause 7.1.21 of the Facility Agreement (ISM Code) are true and correct;

a written report from a maritime insurance consultant or broker acceptable to the Lenders in a form and content acceptable to the Lenders in respect of the insurances on the Relevant Vessel, which report shall certify that such insurances are placed through or with insurance brokers and clubs, in amounts, covering risks and on terms acceptable to

 

 

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the Majority Lenders and that the same are in accordance with the terms of the Mortgage in respect of such Vessel;

a valuation of “NAVIOS AURORA” and “NAVIOS ORBITER”, prepared at the cost of the Borrower by an Approved Broker not more than 3 months prior to the Release Date and to be provided to the Agent no more than 10 or fewer than 5 Banking Days prior to the Release Date, giving her charter-fee value in scope and form and substance acceptable to the Lenders;

a survey report in respect of the Relevant Vessel to be prepared at the cost of the Borrower by a marine surveyor or surveyors acceptable to the Arrangers, in form, substance and scope acceptable to the arrangers.

documentary evidence that the agent for service of process named in clause 19 of the Facility Agreement has accepted its appointment in respect of the Relevant Security Documents; and

True and complete copies of the New Underlying Documents and all ISM Code Documentation which relate to the Relevant Vessel; and

any further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Agent may request by notice to the Borrower prior to the Release Date.

“Final Date” means 30 July 2008 in respect of “NAVIOS AURORA” and 31 March 2008 in respect of “NAVIOS ORBITER” (or in each case such later date as the Lenders may agree);

“Loan Repayment Amount” means USD76,415,776.25 multiplied by the ratio of the Valuation Amount of the Relevant Vessel obtained by the Security Trustee as at 23 October 2007 divided by the aggregate of the Valuation Amounts of NAVIOS ASTERIKS”, “NAVIOS AURORA” and “NAVIOS ORBITER” on that date;

“Released Cash Amount” means (i) in relation to “NAVIOS ORBITER”, the Cash Collateral multiplied by the ratio of its Valuation Amount to the aggregate Valuation Amounts of both “NAVIOS AURORA” and “NAVIOS ORBITER” obtained by the Security Trustee as at 23 October 2007 and (ii) in relation to “NAVIOS AURORA” the whole of the Cash Collateral Amount;

“Relevant Vessel” means the relevant one of “NAVIOS AURORA” and “NAVIOS ORBITER” in respect of which (i) the Final Date has passed and (ii) no Mortgage has been executed;

 

 

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“Revolving Reduction Amount” means USD33,743,857.04 multiplied by the ratio of the Valuation Amount of the Relevant Vessel obtained by the Security Trustee as at 23 October 2007 divided by the aggregate of the Valuation Amounts of “NAVIOS ASTERIKS”, “NAVIOS AURORA” and “NAVIOS ORBITER” on that date.

 

 

 

15

 

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16

 

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17

 

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IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

 

 

 

18

 

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19

 

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We on this 15 day of November 2007 hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Supplemental Agreement and agree in all respects to the same and confirm that the Security Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Facility Agreement (as amended by the Supplemental Agreement) and shall, without limitation, secure the Loan.

 

 

 

20

 

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21

 

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RELEASE OF NOTE GUARANTEE (this “Release of Note Guarantee”), dated as of November 16, 2007, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), Felicity Shipping Corporation (“Felicity”), a Marshall Islands corporation and an indirect subsidiary of the Company, and Fantastiks Shipping Corporation, Aldebaran Shipping Corporation, Alegria Shipping Corporation, Galaxy Shipping Corporation, Gemini Shipping Corporation, Libra Shipping Enterprises Corporation and Prosperity Shipping Corporation, each a Marshall Islands corporation and an indirect subsidiary of the Company (collectively, the “Conveyed Subsidiaries”, and, together with Felicity, the “Former Guarantors”) and Wells Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and the Guarantors (as defined in the Indenture referred to herein) have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of December 18, 2006, providing for the issuance of 9½% Senior Notes due 2014 (the “Notes”);

WHEREAS, under the terms of the Indenture each of the Guarantors (including the Former Guarantors) unconditionally guaranteed all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth therein (the “Note Guarantee”);

WHEREAS, Section 4.16(b) of the Indenture provides that the Note Guarantee of a Guarantor shall be automatically and unconditionally released (i) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 and (ii) in connection with any sale or other disposition of a majority of the Capital Stock of a Guarantor to a Person that is not the Company or a Subsidiary of the Company if (x) such Guarantor would no longer constitute a “Subsidiary” under the Indenture and (y) the sale or other disposition does not violate Section 4.13;

WHEREAS, the Company has designated Felicity as an Unrestricted Subsidiary under the Indenture pursuant to duly adopted resolutions of the Company’s Board of Directors;

WHEREAS, the Company is a party to the second Contribution, Sale and Conveyance Agreement, dated as of November [16], 2007, by and among the Company, Anemos Maritime Holdings Inc., a Marshall Islands corporation and a direct subsidiary of the Company (“Anemos”), Navios GP L.L.C., a Marshall Islands limited liability company and a direct subsidiary of the Company, Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”) and Navios Maritime Operating L.L.C., a Marshall Islands limited liability company and a direct subsidiary of the Partnership, through which the Company has sold to the Partnership all of the outstanding shares of Capital Stock of the Conveyed Subsidiares;

WHEREAS, the Indenture provides that under certain circumstances the Company may prepare an appropriate instrument evidencing the release of a Guarantor from its

 

 

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obligations under its Note Guarantee but that the Note Guarantee is automatically and unconditionally released whether or not the instrument is prepared; and

WHEREAS, pursuant to Section 10.04 of the Indenture, the Trustee is authorized to execute and deliver this Release of Note Guarantee.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Former Guarantors and the Trustee mutually covenant and agree as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELEASE OF NOTE GUARANTEE. Each of the Former Guarantors is released from its obligations under its Note Guarantee.

3. NEW YORK LAW TO GOVERN. THIS RELEASE OF NOTE GUARANTEE 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 Release of Note Guarantee. 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 Release of Note Guarantee or for or in respect of the recitals contained herein, all of which recitals are made solely by the Former Guarantors and the Company.

 

 

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

 

 

 

 

 

 

 

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