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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: June 7, 2010
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 þ     Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l):
Yes o     No þ
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 o     No þ
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 o     No þ
 
 

 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2


Table of Contents

Supplemental Indentures
     Dated as of June 7, 2010, Navios Maritime Holdings Inc. (the “Company”) entered into a Fourth Supplemental Indenture in order to add Faith Marine Ltd., an indirect subsidiary of the Company as guarantor to its Indenture dated November 2, 2009 providing for the issuance of its 87/8% First Priority Ship Mortgage Notes due 2017.
     A Copy of the Fourth Supplemental Indenture is furnished as Exhibit 10.1 to this Report and is incorporated herein by reference.
      Dated as of June 7, 2010, the Company entered into a Thirtieth Supplemental Indenture in order to add Faith Marine Ltd., an indirect subsidiary of the Company, as guarantor to its Indenture dated December 18, 2006 providing for the issuance of its 91/2% Senior Notes due 2014.
      A Copy of the Thirtieth Supplemental Indenture is furnished as Exhibit 10.2 to this Report and is incorporated herein by reference.
     This information contained in this Report is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-165754 and on Form S-8, File No. 333-147186.

 


Table of Contents

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.
         
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ Angeliki Frangou    
    Angeliki Frangou   
    Chief Executive Officer
Date: June 17, 2010 
 
 


Table of Contents

EXHIBIT INDEX
         
Exhibit No.   Exhibit
  10.1    
Fourth Supplemental Indenture dated as of June 7, 2010
 
  10.2    
Thirtieth Supplemental Indenture dated as of June 7, 2010
       
 

exv10w1
         
Exhibit 10.1
     FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 7, 2010, among Navios Maritime Holdings Inc., a Marshall Islands corporation, (the “Company”), Navios Maritime Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Faith Marine Ltd., a Liberian corporation and an indirect 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 (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 2, 2009 providing for the issuance of 87/8% First Priority Ship Mortgage Notes due 2017 (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.
     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.

 


 

     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 Co-Issuers.

 


 

     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.
         
  FAITH MARINE LTD.
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Secretary/Director   
 
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Executive Vice President, Legal   
 
  NAVIOS MARITIME FINANCE (US) INC.
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   President   
 
  VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
PANDORA MARINE INC.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
PHAROS NAVIGATION S.A.
SIZZLING VENTURES INC.
SHIKHAR VENTURES S.A.
TAHARQA SPIRIT CORP.
RHEIA ASSOCIATES CO.
 
 
     
     
     

 


 

         
         
  RUMER HOLDING LTD.
KLEIMAR N.V.
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.
as Guarantors
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Director and Authorized Officer   
 
  KLEIMAR LTD., as a Guarantor
 
 
  By:   /s/ George Akhniotis    
    Name:   George Akhniotis   
    Title:   Secretary and Director   

 


 

         
         
  NAVIMAX CORPORATION, as a Guarantor
 
 
  By:   /s/ Shunji Sasada    
    Name:   Shunji Sasada   
    Title:   President   
 
  WELLS FARGO BANK, N.A., as Trustee
 
 
  By:   /s/ Martin Reed    
    Name:   Martin Reed   
    Title:   Vice President   
 
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Trustee
 
 
  By:   /s/ Martin Reed    
    Name:   Martin Reed   
    Title:   Vice President   
 

 

exv10w2
Exhibit 10.2
     THIRTIETH SUPPLEMENTAL INDENTURE (this “Thirtieth Supplemental Indenture”), dated as of June 7, 2010, is entered into by and among Navios Maritime Holdings Inc., a Marshall Islands corporation (the “Company”), Faith Marine Ltd., a Liberian 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 (as amended and supplemented, the “Indenture”), dated as of December 18, 2006 providing for the issuance of 91/2% 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 Thirtieth 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 THIRTIETH 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 Thirtieth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

-1-


 

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 Thirtieth 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.

-2-


 

     IN WITNESS WHEREOF, the parties hereto have caused this Thirtieth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
         
  FAITH MARINE LTD.
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Secretary/Director   
 
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Executive Vice President, Legal   
 
  VECTOR SHIPPING CORPORATION
ARAMIS NAVIGATION INC.
DUCALE MARINE INC.
KOHYLIA SHIPMANAGEMENT S.A.
HIGHBIRD MANAGEMENT INC.
CUSTOMIZED DEVELOPMENT S.A.
FLORAL MARINE LTD.
RED ROSE SHIPPING CORP.
PANDORA MARINE INC.
GINGER SERVICES CO.
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION
PRIMAVERA SHIPPING CORPORATION
PUEBLO HOLDINGS LTD.
BEAUFIKS SHIPPING CORPORATION
ROWBOAT MARINE INC.
CORSAIR SHIPPING LTD.
ORBITER SHIPPING CORP.
PHAROS NAVIGATION S.A.
SIZZLING VENTURES INC.
SHIKHAR VENTURES S.A.
TAHARQA SPIRIT CORP.
RHEIA ASSOCIATES CO.
RUMER HOLDING LTD.
 
 
     
     
     

-3-


 

         
         
  KLEIMAR N.V.
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.
as Guarantors
 
 
  By:   /s/ Vasiliki Papaefthymiou    
    Name:   Vasiliki Papaefthymiou   
    Title:   Director and Authorized Officer   
 
  KLEIMAR LTD., as a Guarantor
 
 
  By:   /s/ George Akhniotis    
    Name:   George Akhniotis   
    Title:   Secretary and Director   
 

-4-


 

         
         
  NAVIMAX CORPORATION, as a Guarantor
 
 
     
  By:   /s/ Shunji Sasada    
    Name:   Shunji Sasada   
    Title:   President   
 

-5-


 

         
         
  WELLS FARGO BANK, N.A., as Trustee
 
 
     
  By:   /s/ Martin Reed    
    Name:   Martin Reed   
    Title:   Vice President   

-6-