NAVIOS MARITIME HOLDINGS INC.
By:
/s/ Angeliki Frangou
Angeliki Frangou
Chief Executive Officer
Date: August 4, 2009
Table of Contents
Exhibit No.
Exhibit
10.1
99.1
99.2
99.3
99.4
U.S.$20,000,000 | [___], 2009 |
NAVIOS MARITIME HOLDINGS INC. | ||||||
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By: | |||||
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Name: | Vasiliki Papaefthymiou | ||||
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Title: | Executive Vice President, Legal | ||||
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FLORAL MARINE LTD.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
RED ROSE SHIPPING CORP.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
PANDORA MARINE INC.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
NAVIOS MARITIME HOLDINGS INC.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Executive Vice President, Legal | |||
QUENA SHIPMANAGEMENT INC.
ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD. SURF MARITIME CO. BEAUFIKS SHIPPING CORPORATION ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. SAGITTARIUS SHIPPING CORPORATION ORBITER SHIPPING CORP. PHAROS NAVIGATION S.A. SIZZLING VENTURES INC. SHIKHAR VENTURES S.A. |
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TAHARQA SPIRIT CORP.
RHEIA ASSOCIATES CO. RUMER HOLDING LTD. CHILALI CORP. 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 HYPERION ENTERPRISES INC. STAR MARITIME ENTERPRISES CORPORATION NAVIOS HANDYBULK INC. NAVIOS INTERNATIONAL INC., as Guarantors |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
KLEIMAR LTD., as a Guarantor
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By: | /s/ George Akhniotis | |||
Name: | George Akhniotis | |||
Title: | Secretary and Director |
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NOSTOS SHIPMANAGEMENT CORP.,
as a Guarantor |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Secretary / Director | |||
WHITE NARCISSUS MARINE S.A.,
as a Guarantor |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Vice President | |||
PORTOROSA MARINE CORP, as a Guarantor
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Secretary / Director | |||
NAVIMAX CORPORATION, as a Guarantor
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By: | /s/ Shunji Sasada | |||
Name: | Shunji Sasada | |||
Title: | President | |||
HESTIA SHIPPING LTD., as a Guarantor
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Authorized Officer |
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WELLS FARGO BANK, N.A., as Trustee
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By: | /s/ Martin Reed | |||
Authorized Signatory | ||||
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CUSTOMIZED DEVELOPMENT S.A.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
NAVIOS MARITIME HOLDINGS INC.
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Executive Vice President, Legal | |||
RED ROSE SHIPPING CORP.
FLORAL MARINE LTD. PANDORA MARINE INC. QUENA SHIPMANAGEMENT INC. ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD. SURF MARITIME CO. BEAUFIKS SHIPPING CORPORATION ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. SAGITTARIUS SHIPPING CORPORATION ORBITER SHIPPING CORP. PHAROS NAVIGATION S.A. SIZZLING VENTURES INC. SHIKHAR VENTURES S.A. TAHARQA SPIRIT CORP. RHEIA ASSOCIATES CO. RUMER HOLDING LTD. CHILALI CORP. KLEIMAR N.V., NAV HOLDINGS LIMITED NAVIOS CORPORATION ANEMOS MARITIME HOLDINGS INC. NAVIOS SHIPMANAGEMENT INC. AEGEAN SHIPPING CORPORATION ARC SHIPPING CORPORATION |
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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 HYPERION ENTERPRISES INC. STAR MARITIME ENTERPRISES CORPORATION NAVIOS HANDYBULK INC. NAVIOS INTERNATIONAL INC., as Guarantors |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer |
KLEIMAR LTD., as a Guarantor
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By: | /s/ George Akhniotis | |||
Name: | George Akhniotis | |||
Title: | Secretary and Director | |||
NOSTOS SHIPMANAGEMENT CORP.,
as a Guarantor |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Secretary / Director |
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WHITE NARCISSUS MARINE S.A.,
as a Guarantor |
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Vice President | |||
PORTOROSA MARINE CORP, as a Guarantor
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Secretary / Director | |||
NAVIMAX CORPORATION, as a Guarantor
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By: | /s/ Shunji Sasada | |||
Name: | Shunji Sasada | |||
Title: | President | |||
HESTIA SHIPPING LTD., as a Guarantor
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Authorized Officer | |||
GINGER SERVICES CO., as a Guarantor
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By: | /s/ Vasiliki Papaefthymiou | |||
Name: | Vasiliki Papaefthymiou | |||
Title: | Director and Authorized Officer | |||
WELLS FARGO BANK, N.A., as Trustee
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By: | /s/ Martin Reed | |||
Authorized Signatory | ||||
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Clause | Page No | |||||||
1 |
INTERPRETATION
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2 | ||||||
2 |
AGREEMENT OF THE BANK
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2 | ||||||
3 |
CONDITIONS PRECEDENT
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2 | ||||||
4 |
REPRESENTATIONS AND WARRANTIES
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5 |
AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS
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6 |
FURTHER ASSURANCES
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7 | ||||||
7 |
EXPENSES
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8 |
NOTICES
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9 |
SUPPLEMENTAL
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10 |
LAW AND JURISDICTION
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8 |
1
(1) | CHILALI CORP. and RUMER HOLDING LTD. as Borrowers (the Borrowers ); and | |
(2) | EMPORIKI BANK OF GREECE S.A. as Bank. |
(A) | By a facility agreement dated 11 December 2007 (the Facility Agreement ) and made between the parties hereto the Bank has agreed to make available to the Borrowers a loan of up to US$154,000,000. | |
(B) | The Borrowers have made a request to the Bank to agree to (a) reduce the loan to US$130,000,000, (b) certain amendments to the Shipbuilding Contracts and (c) amend certain terms of the Facility Agreement, and this Agreement sets out the terms and conditions on which the Bank agrees thereto. |
1 | INTERPRETATION |
2
3.1 | Conditions precedent. The conditions referred to in Clause 2.1 are that the Bank shall have received the following documents: | |
(a) | Corporate authorities |
(i) | Certified Copies of resolutions of the directors and shareholders of each Borrower approving this Agreement and authorising the execution and delivery thereof and performance of its obligations thereunder, additionally certified by an officer of each Borrower as having been duly passed at a duly convened meeting of the directors and shareholders of each Borrower and not having been amended, modified or revoked and being in full force and effect; and | ||
(ii) | originals of powers of attorney issued by each Borrower pursuant to such resolutions; |
(b) | Certificate of incumbency | |
a list of directors and officers of each Borrower specifying the names and positions of such persons, certified by an officer of each Borrower to be true, complete and up to date; | ||
(c) | Shipbuilding Contract | |
supplemental agreements containing amendments to the Shipbuilding Contracts duly executed by the parties thereto, each in a form acceptable to the Bank; | ||
(d) | Existing Charters | |
Details of the Existing Charters in a form acceptable to the Bank; | ||
(e) | Endorsement | |
the endorsement at the end of this Agreement signed by the Corporate Guarantor; | ||
(f) | London agent | |
documentary evidence that the agent for service of process named in Clause 19.2.1 of the Facility Agreement has accepted its appointment in relation to this Supplemental Agreement; and | ||
(g) | Further opinions, etc | |
any further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Bank may request by notice to the Borrowers prior to the Effective Date. | ||
4 | REPRESENTATIONS AND WARRANTIES | |
4.1 | Repetition of Facility Agreement representations and warranties . The Borrowers represent and warrant to the Bank that the representations and warranties in Clause 7 of the Facility Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing. | |
5 | AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS | |
5.1 | Specific amendments to Facility Agreement. With effect on and from the Effective Date the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows: |
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(a) | by deleting in Clause 1.1 the numbers USD154,000,000 and replacing them with the numbers USD130,000,000; | |
(b) | by adding in Clause 1.2 thereof the following: | |
Charter Insurance Assignment means a first priority assignment of the Charter Insurances executed or to be executed by such named insured as the Bank may require in favour of the Bank, in such form as the Bank may in its sole discretion require; | ||
Charter Insurances means all policies and contracts of insurance which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of the relevant Owner in respect of loss of charter earnings and all benefits thereof (including claims of whatsoever nature and return of premiums); | ||
Existing Charters means, together: |
(i) | the time charterparty in respect of Vessel A as shall have been notified to the Bank and accepted by it in writing for the purposes of this Agreement; and | ||
(ii) | the time charterparty in respect of Vessel B made between the relevant Owner and Hestia Shipping Ltd of Malta ( Hestia ); and | ||
(iii) | the sub-time charterparty in respect of Vessel B as shall have been notified to the Bank and accepted by it in writing for the purposes of this Agreement; |
(c) | by adding in the definition of Charter Assignment in Clause 1.2 after the words specific assignment of the words each Existing Charter and; | |
(d) | by deleting the definition of Margin in Clause 1.2 and replacing it with the following: | |
Margin means, in respect of each Tranche, up to and including 25 June 2009, 0.80% per annum and thereafter, 1.75% per annum; | ||
(e) | by deleting the definition of Required Security Amount in Clause 1.2 and replacing it with the following: | |
Required Security Amount means the amount in USD (as certified by the Bank) which is at any relevant time (i) for the first and second years following the first Delivery Date, 100% of the Loan, (ii) for the third, fourth and fifth years following the first Delivery Date, 115% of the Loan and (iii) thereafter, 125% of the Loan; | ||
(f) | by adding the Charter Insurance Assignment to the list of Security Documents in Clause 1.2 and by adding Hestia in the definition of Security Party; | |
(g) | by deleting from the definitions of Tranche A and Tranche B the numbers USD77,000,000 and replacing them with USD65,000,000; | |
(h) | by deleting in Clause 2.1 the numbers USD154,000,000 and USD77,000,000 and replacing them with USD130,000,000 and USD65,000,000 respectively; | |
(i) | by deleting Clause 2.3.1 and replacing it with the following: |
2.3.1 | The principal amount specified in each Drawdown Notice for borrowing on the Drawdown Dates shall, subject to the terms of this Agreement, not exceed: |
(a) | in respect of Tranche A: |
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(i) | USD8,510,000 in respect of the instalment payable by Chilali to the Builder under the Vessel A Shipbuilding Contract on the date falling 5 Banking Days after issue of the Vessel A Refund Guarantee; | ||
(ii) | USD8,510,000 in respect of the instalment payable by Chilali to the Builder under the Vessel A Shipbuilding Contract on the day falling 5 months after payment of the first instalment under the Vessel A Shipbuilding Contract; | ||
(iii) | USD15,480,000 payable by Chilali to the Builder under the Vessel A Shipbuilding Contract in respect of the keel-laying instalment; | ||
(iv) | USD16,070,000 payable by Chilali to the Builder under the Vessel A Shipbuilding Contract in respect of the launching instalment (or, if the same has already been paid to the Builder, then such amount shall be paid to Chilali); and | ||
(v) | the least of: |
(A) | USD16,070,000, | ||
(B) | such amount as when added to the already drawn Advances in respect Tranche A will be equal 70% of the Valuation Amount of Vessel A but calculcated to take into account the Existing Charter in respect thereof on a with-charter basis (notwithstanding the provisions of clause 8.2.2); and | ||
(C) | such amount as when added to the already drawn Advances in respect of Tranche A will be equal 90% of the Valuation Amount of Vessel A as at her Delivery Date provided that the Bank may advance more than 90% of the Valuation Amount of Vessel A as at her Delivery Date an amount equal to such excess is deposited in the Retention Account. |
(c) | in respect of Tranche B: |
(i) | USD8,510,000 in respect of the instalment payable by Rumer to the Builder under the Vessel B Shipbuilding Contract on the date falling 10 Banking Days after issue of the Vessel B Refund Guarantee; | ||
(ii) | USD8,510,000 in respect of the instalment payable by Rumer to the Builder under the Vessel B Shipbuilding Contract on the day falling 5 months after payment of the first instalment under the Vessel B Shipbuilding Contract; | ||
(iii) | USD17,020,000 payable by Rumer to the Builder under the Vessel B Shipbuilding Contract in respect of the steel-cutting instalment; | ||
(iv) | USD15,480,000 payable by Rumer to the Builder under the Vessel B Shipbuilding Contract in respect of the keel-laying instalment; and |
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(iv) | the least of: |
(A) | USD15,480,000, | ||
(B) | such amount as when added to the already drawn Advances in respect Tranche B will be equal 70% of the Valuation Amount of Vessel B but calculated to take into account the Existing Charter in respect thereof; and | ||
(C) | such amount as when added to the already drawn Advances in respect of Tranche B will be equal 90% of the Valuation Amount of Vessel B as at her Delivery Date provided that the Bank may advance more than 90% of the Valuation Amount of Vessel B as at her Delivery Date an amount equal to such excess is deposited in the Retention Account. |
(d) | by deleting Clause 4.1.1 and replacing it with the following: | ||
4.1.1. Subject as otherwise provided in this Agreement, the Borrowers must repay each Tranche by 20 installments, one such installment to be repaid on each of the Repayment Dates and the balloon installment referred to hereafter will also be repaid on the relevant final Repayment Date. Subject to the provisions of this Agreement, the amount of: |
(i) | the first 10 instalments will be USD3,000,000 each; | ||
(ii) | the next 10 instalments will be USD2,000,000 each; and | ||
(iii) | the final, balloon instalment, will be USD15,000,000. | ||
If either Tranche is less than USD65,000,000, the amount of each repayment instalment (including the balloon instalment) for that Tranche shall be reduced proportionately. |
(e) | by deleting in line 2 of Clause 5.1.2 the words until the end of the Drawdown Period and by adding in line 5 of the same Clause after the words (0.2%) per annum the words up to and including 25 June 2009 and thereafter, until the end of the Drawdown Period at the rate of zero point five per cent (0.5%) per annum; | ||
(f) | by deleting from Schedule 1 the numbers USD154,000,000 and replacing them with the numbersUSD130,000,000; | ||
(g) | by adding at the end of Part F of Schedule 3 new sub-clauses as follows: |
(u) | Charter Insurance Assignment | ||
The Charter Insurance Assignment duly executed by such named insured in respect of the Charter Insurances as the Bank requires, together with all notices required to be delivered by the terms thereof; and | |||
(v) | Insurance and insurance opinion |
a letter of undertaking or acknowledgement (addressed to the Bank) of notice of assignment from the insurers in respect of the Charter Insurances. |
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(h) | by construing references throughout to this Agreement, hereunder and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement. |
5.2 | Amendments to Security Documents. With effect on and from the Effective Date each of the Security Documents other than the Facility Agreement, shall be, and shall be deemed by this Agreement to be, amended as follows: | |
(a) | the definition of, and references throughout each of the Security Documents to, the Facility Agreement and any of the other Security Documents shall be construed as if the same referred to the Facility Agreement and those Security Documents as amended and supplemented by this Agreement; and | |
(b) | by construing references throughout each of the Security Documents to this Agreement, this Deed, hereunder and other like expressions as if the same referred to such Security Documents as amended and supplemented by this Agreement. | |
5.3 | Security Documents to remain in full force and effect. The Security Documents shall remain in full force and effect as amended and supplemented by: | |
(a) | the amendments to the Security Documents contained or referred to in Clauses 5.1 and 5.2; and | |
(b) | such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement. | |
6 | FURTHER ASSURANCES | |
6.1 | Borrowers obligation to execute further documents etc. The Borrowers shall, and shall procure that any other party to any Security Document shall: | |
(a) | execute and deliver to the Bank (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Bank may, in any particular case, specify, | |
(b) | effect any registration or notarisation, give any notice or take any other step, which the Bank may, by notice to the Borrowers or other party, reasonably specify for any of the purposes described in Clause 6.2 or for any similar or related purpose. | |
6.2 | Purposes of further assurances. Those purposes are: | |
(a) | validly and effectively to create any Security Interest or right of any kind which the Bank intended should be created by or pursuant to the Facility Agreement or any other Security Document, each as amended and supplemented by this Agreement; and | |
(b) | implementing the terms and provisions of this Agreement. | |
6.3 | Terms of further assurances. The Bank may specify the terms of any document to be executed by the Borrowers or any other party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Agent reasonably considers appropriate to protect its interests. | |
6.4 | Obligation to comply with notice. The Borrowers shall comply with a notice under Clause 6.1 by the date specified in the notice. | |
6.5 | Additional corporate action. At the same time as each Borrower or any other party delivers to the Bank any document executed under Clause 6.1(a), such Borrower or such other party shall |
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SIGNED as a deed by
TODD JOHNSON
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) | /s/ Todd Johnson | ||||
for and on behalf of
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) | |||||
CHILALI CORP.
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) | |||||
(as Borrower under and pursuant to
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) | |||||
a power of attorney dated 30th June 2009)
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) | |||||
in the presence of
ROBIN PARRY
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) | /s/ Robin Parry |
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SIGNED as a deed by
TODD JOHNSON
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) | /s/ Todd Johnson | ||||
for and on behalf of
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) | |||||
RUMER HOLDING LTD.
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) | |||||
(as Borrower under and pursuant to
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) | |||||
a power of attorney dated 30 June 2009)
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) | |||||
in the presence of
ROBIN PARRY
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) | /s/ Robin Parry | ||||
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SIGNED by
CHRISTINA MARGELOU and
CHRYSSA VOULGARE |
)
) |
/s/ Christina Margelou
/s/ Chryssa Voulgare |
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for and on behalf of
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EMPORIKI BANK OF GREECE S.A.
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) | |||||
(as Bank) in the presence of
VICTORIA LIAOU
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) | /s/ Victoria Liaou |
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/s/ Villy Papaefthymiou | ||
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Villy Papaefthymiou
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For and on behalf of
NAVIOS MARITIME HOLDINGS INC. |
10
Name | Type of Vessel |
Delivery Date
(2009) |
Charter-out rate
per day (net) |
Charter Term | ||||||
Navios Bonavis
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180,022 dwt | June 29 | $ | 47,400 | 5 years | |||||
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Navios Happiness
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180,022 dwt | July 23 | $ | 55,100 | 5 years | |||||
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Navios Pollux
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180,727 dwt | July 24 | $ | 42,250 | 10 years | |||||
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* | Assuming operating expense of $5,000 per day and 360 revenue days per year. |
2