UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 8, 2010
Commission File Number: 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
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 of Form
20-F or Form 40-F:
þ
Form 20-F
o
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):
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)(7):
o
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:
o
Yes No
þ
On
April 8, 2010, Navios Maritime Acquisition Corporation
(Navios Acquisition), in connection with the transactions
contemplated and described in the Navios Acquisition Preliminary
Proxy dated April 8, 2010, entered into a Repurchase Plan
(Repurchase Plan) with Navios Maritime Holdings Inc.
(Navios Holdings), Amadeus Maritime S.A. (an affiliate of
Angeliki Frangou)(Amadeus) and J.P. Morgan Securities
Inc. (J.P. Morgan) whereby Navios Holdings and Angeliki
Frangou have agreed to acquire through J.P. Morgan or a third party,
$60.0 million of Navios Acquisitions common stock in open
market purchases or privately negotiated purchases. Of this amount,
Navios Holdings has agreed to purchase up to $45.0 million, and
an affiliate of Angeliki Frangou has agreed to purchase up to $15.0
million of common stock. Navios Holdings and Angeliki Frangou, or
their respective affiliates, may make purchases in excess of such
amounts. If at least $30.0 million is not spent by Navios Holdings in
making such purchases, Navios Holdings will invest the difference in
Navios Acquisition at $9.91 per share immediately before consummating
the vessel acquisition. A copy of the Repurchase Plan is attached
hereto as Exhibit 10.1 and is incorporated herein by reference. Any
such purchases will be made in compliance with all applicable
securities laws. The commitment described above is in substitution
for a $30.0 million commitment made by Angeliki Frangou in connection
with our initial public offering.
In addition, on April 8, 2010, Navios Acquisition also entered into:
(i) the Amended Co-Investment Shares Subscription Agreement by and between Navios Acquisition and Navios Holdings; and (ii) the Amendment to Buyback Agreement by and among Navios Acquisition, Amadeus, J.P. Morgan, Deutsche Bank Securities Inc. and Holdings.
The originals of these agreements have been previously filed and described in Navios Acquisitions public filings and
these amendments, among other things, are intended to substitute Navios Holdings for certain of the parties under such
agreements. Copies of each of the Amended Co-Investment Shares Subscription Agreement and the Amendment to Buyback
Agreement, are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
With regard to the transactions
and matters subject to the vote of the stockholders of Navios Acquisition as described in the Preliminary Proxy,
the record date has changed from April 26, 2010 to April 30, 2010 and
such new record dated will be reflected in the
definitive proxy statement.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NAVIOS MARITIME ACQUISITION CORPORATION
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Date: April 12, 2010
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By:
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/s/ Angeliki Frangou
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Angeliki Frangou
Chairman and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Exhibit
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10.1
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Repurchase Plan, dated April 8, 2010
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10.2
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Amended Co-Investment Shares Subscription Agreement, dated April 8, 2010
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10.3
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Amendment to Buyback Agreement, dated April 8, 2010
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Exhibit 10.1
Repurchase Plan
Repurchase Plan, dated April 8, 2010 (this Repurchase Plan), among Navios Maritime Holdings
Inc., a Marshall Islands corporation (Navios Maritime), Amadeus Maritime S.A., a Panama
corporation (Amadeus and, together with Navios Maritime, the Purchasers), Navios Maritime
Acquisition Corporation, a Marshall Islands corporation (the Issuer), and J. P. Morgan Securities
Inc. (JPMSI).
WHEREAS, the Issuer has filed a preliminary proxy statement (the Proxy Statement) with the
United States Securities and Exchange Commission (the Commission) relating to a special meeting
of the Issuers stockholders (the Stockholders Meeting) the purpose of which is to approve,
among other items, the acquisition of certain vessels (the Acquisition);
WHEREAS, in connection with the Acquisition, the Purchasers desire to establish this
Repurchase Plan to repurchase shares of the Issuers common stock, par value $0.0001 per share (the
Stock); and
WHEREAS, the Purchasers desires to engage JPMSI to effect repurchases of shares of Stock in
accordance with this Repurchase Plan;
NOW, THEREFORE, the Purchasers, the Issuer and JPMSI hereby agree as follows:
1. (a) Subject to the Purchasers continued compliance with Section 2 hereof, JPMSI shall
effect a purchase or purchases (each, a Purchase) of up to $60,000,000 of shares of the Stock
(the Total Plan Shares) pursuant to instructions from time to time delivered by either of the
Purchasers to JPMSI.
(b) Purchases may be made in the open market or through privately negotiated transactions.
Notwithstanding the foregoing, if the Purchasers intend to make open market purchases through any
other broker other than JPMSI as provided in clause (c) of this Section 1, JPMSI will agree to
suspend any open market Purchases pursuant to this Repurchase Plan until any purchases by such
other broker have been completed.
(c) The Purchasers acknowledge and agree that JPMSI will handle the Purchases on a best
efforts basis. The Purchasers further acknowledge that they will use JPMSI as their exclusive
broker in connection with the open market Purchases on any day, unless the Purchasers provide
written notice to JPMSI at least one business days in advance. The Purchasers will notify JPMSI of
the amount, price, manner and timing of any other purchases not executed by JPMSI pursuant to this
Repurchase Plan promptly after execution; provided that such purchases, together with any Purchases
made pursuant to this Repurchase Plan, shall not exceed the Total Plan Shares.
2. The Purchasers shall pay to JPMSI such compensation for JPMSIs services hereunder as the
Purchasers may determine in their sole discretion. In accordance with JPMSIs customary procedures,
JPMSI will deposit shares of Stock purchased hereunder into an account established by JPMSI for the
Purchasers against payment to JPMSI of the purchase price therefor. The Purchasers will be
notified of all transactions pursuant to customary trade confirmations.
3. (a) This Repurchase Plan shall become effective immediately and shall terminate upon the
first to occur of the following (such period, the Repurchase Period):
(1) the date on which the Stockholders Meeting occurs;
(2) the purchase of the number of Total Plan Shares pursuant to this Repurchase Plan
(including any shares of Stock purchased as contemplated by Section 1(c) above);
(3) the end of the second business day following the date of receipt by JPMSI of notice of
early termination, delivered by telecopy, transmitted to (917) 464-6789, Attention: Nurten Goksu
Yolac, and confirmed by e-mail to Nurten Goksu Yolac at goksu.yolac@jpmorgan.com;
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(4) the commencement of any voluntary or involuntary case or other proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or
seeking the appointment of a trustee, receiver or other similar official, or the taking of any
corporate action by the Issuer to authorize or commence any of the foregoing;
(5) the failure of the Purchasers to comply with Section 2 hereof;
(6) the consummation of a Business Combination (as defined below); or
(7) the Liquidation Date (as defined below).
(b) Section 15 of this Repurchase Plan shall survive any termination hereof. In addition, the
Purchasers obligation under Section 2 hereof in respect of any shares of Stock purchased prior to
any termination hereof shall survive any termination hereof.
4. The Purchasers understand that JPMSI may not be able to effect a Purchase due to a market
disruption or a legal, regulatory or contractual restriction or internal policy applicable to JPMSI
or otherwise. If any Purchase cannot be executed as required by Section 1 due to a market
disruption, a legal, regulatory or contractual restriction or internal policy applicable to JPMSI
or any other event, such Purchase shall be cancelled and shall not be effected pursuant to this
Repurchase Plan.
5. (i) Each of the Purchasers represent and warrant, on a joint and several basis, on the date
hereof and on the date of any Purchase pursuant to this Repurchase Plan, that: (a) it is not aware
of material, nonpublic information with respect to the Issuer or any securities of the Issuer
(including the Stock), (b) it is entering into this Repurchase Plan in good faith and not as part
of a plan or scheme to evade the prohibitions of applicable securities laws, (c) its execution of
this Repurchase Plan and the Purchases contemplated hereby do not and will not violate or conflict
with such Purchasers certificate of incorporation or by-laws or, if applicable, any similar
constituent document,
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or any law, rule regulation or agreement binding on or applicable to such Purchaser or any of
its subsidiaries or any of its property or assets.
(ii) The Issuer represents and warrants, on the date hereof and on the date of any Purchase
pursuant to this Repurchase Plan, that: (a) it is not aware of material, nonpublic information with
respect to the Issuer or any securities of the Issuer (including the Stock), (b) it is entering
into this Repurchase Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of applicable securities laws, (c) its execution of this Repurchase Plan and the
Purchases contemplated hereby do not and will not violate or conflict with the Issuers certificate
of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule
regulation or agreement binding on or applicable to the Issuer or any of its subsidiaries or any of
its of their property or assets, (d) its execution of this Repurchase Plan and the Purchases
contemplated hereby do not and will not violate the tender offer rules set forth under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
thereunder (the Exchange Act) and (e) the Proxy Statement (i) complies and, as amended or
supplemented, if applicable, will comply in all material respects with the Securities Exchange Act
to the extent applicable and (ii) does not, and at the time of each Purchase pursuant to this
Repurchase Plan, will not, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
6. The Purchasers and the Issuer agree that they shall notify JPMSI immediately in the event
that any of the statements set forth in Section 5 above become inaccurate prior to the termination
of this Repurchase Plan. Upon such notice, this Repurchase Plan shall be suspended, or at JPMSIs
option, terminated, upon receipt of such notice.
7. This agreement constitutes the entire agreement between the Purchasers, the Issuer and
JPMSI with respect to the subject matter hereof and supersedes (a) all prior oral or written
proposals or agreements, (b) all contemporaneous oral proposals or agreements and (c) all previous
negotiations and all other communications or
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understandings between the Purchasers, the Issuer, JPMSI and any other third party, in each
case with respect to the subject matter hereof.
8. Except as specifically contemplated hereby, each Purchaser and the Issuer shall be solely
responsible for compliance with all statutes, rules and regulations applicable to such Purchaser
and the Issuer, respectively, and the transactions contemplated hereby, including, without
limitation, reporting and filing requirements.
9. This Repurchase Plan shall be governed by and construed in accordance with the laws of the
State of New York and may be modified or amended only by a writing signed by the parties hereto.
10. To the extent required, the Purchasers and the Issuer represent and warrant, on a joint
and several basis, that their respective boards of directors has authorized the transactions
contemplated hereby and that the transactions contemplated hereby are consistent with the
Purchasers and the Issuers publicly disclosed repurchase plan with respect to the Stock.
11. The number of Total Plan Shares, other share amounts and prices, if applicable, set forth
in section 1(a) shall be adjusted automatically on a proportionate basis to take into account any
stock split, reverse stock split or stock dividend with respect to the Stock or any change in
capitalization with respect to the Issuer that occurs during the term of this Repurchase Plan.
12. The Purchasers agree that in connection with any vote of the stockholders of the Company
on (i) a proposed amendment to the Issuers Amended and Restated Articles of Incorporation (the
Articles of Incorporation) to extend the time period within which the Issuer must consummate a
Business Combination (as defined in the Articles of Incorporation) to up to 36 months or (ii) a
proposed Business Combination, it will vote any shares of Stock acquired pursuant to this
Repurchase Plan in favor of such extension or Business Combination and will not exercise conversion
rights (as described in the Articles of Incorporation) in respect of any such shares of Stock. The
Purchasers
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further agree that in connection with a stockholder vote to approve a proposed Business
Combination, they will vote any such shares of Stock in favor of an amendment to the Article of
Incorporation providing for the Issuers perpetual existence following the consummation of the
Business Combination.
13. In the event that the Issuer fails to consummate a Business Combination within 24 months
(or up to 36 months if the Issuers stockholders approve an extension pursuant to the terms of the
article of Incorporation) after the date of the final prospectus included in the Registration
statement on Form F-1 relating to the Issuers initial public offering (the Registration
Statement), the Purchasers will take all reasonable actions within their power to (i) cause the
Trust Account (as defined in the Articles of Incorporation) to be liquidated and the proceeds
distributed to the holders of shares sold in the initial public offering as soon as reasonably
practicable and (ii) cause the Issuer to liquidate as soon as reasonably practicable (the earliest
date on which the conditions in clauses (i) and (ii) are both satisfied being the Liquidation
Date), in each case in accordance with the terms of the Articles of Incorporation and all
applicable laws.
14. The Purchasers will not assign, alienate, pledge, attach, sell or otherwise transfer or
encumber (each, a transfer), directly or indirectly, any shares of Stock acquired pursuant to
this Repurchase Plan until 180 days following the date of the consummation of a Business
Combination, except to a Permitted Transferee (as defined below). Any transfers of such shares to
a Permitted Transferee will be made in accordance with applicable securities laws. Any transfer of
such shares pursuant to this Section 13 after the date hereof will be subject to the condition that
the Permitted Transferee has agreed in writing to be bound by the terms of Section 12 hereof.
Permitted Transferee means any legal entity controlling, controlled by or under common control
with, Navios Maritime or Angeliki Frangou.
15. The Purchasers and the Issuer, jointly and severally, agree to indemnify and hold harmless
JPMSI and its affiliates and their respective officers, directors employees and representatives
against any and all losses, claims, damages or liabilities, including, without limitation, legal
fees or other expenses, arising out of any action or
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proceeding relating to the Proxy Statement, the Acquisition, this Repurchase Plan or any
Purchase, except to the extent that any such loss, claim, damage or liability is determined in a
non-appealable determination of a court of competent jurisdiction to be solely the result of the
indemnified persons willful misconduct.
16. The Purchasers and the Issuer together may amend or modify this Repurchase Plan only upon
the prior written consent of JPMSI. Any such amendment or modification shall be made in good faith
and not as part of a plan or scheme to evade the prohibitions of any applicable securities laws.
17. Except as otherwise provided herein, all notices to JMPSI under this Repurchase Plan shall
be given to JPMSI by facsimile at (917) 464-6789 or by overnight courier at J.P. Morgan Securities
Inc., 383 Madison Avenue, New York, NY 10179, Attn: Nurten Goksu Yolac.
18. No party may assign its rights and obligations under this Repurchase Plan to any other
party;
provided
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however
, that JPMSI may assign its rights and obligations under
this Repurchase Plan to any subsidiary of J.P. Morgan Chase & Co.
19. This Repurchase Plan may be executed in any number of counterparts, all of which, taken
together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have signed this Repurchase Plan as of the date first
written above.
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J. P. Morgan Securities Inc.
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By:
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/s/ Nurten Goksu Yolac
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Name:
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Nurten Goksu Yolac
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Title:
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Executive Director
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Navios Maritime Holdings Inc.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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Amadeus Maritime S.A.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Attorney-in-Fact
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Navios Maritime Acquisition Corporation
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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Exhibit 10.2
AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT
AND ASSUMPTION AGREEMENT
This AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENT (this
Amendment
), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition
Corporation, a Marshall Islands corporation (
Navios Acquisition
), Amadeus Maritime S.A.,
a Panama corporation (
Amadeus
, and together with Navios Acquisition, the
Original
Parties
) and Navios Maritime Holdings Inc., a Marshall Islands corporation (
Navios
Maritime
), and amends the Co-Investment Share Subscription Agreement (the
Agreement
)
entered into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise
defined in this Amendment shall have the meanings given them in the Agreement.
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, the Agreement provides that the terms thereof may be amended only pursuant to a
written instrument executed by each of the Original Parties thereto; and
WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the
obligations of Amadeus under the Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1.
Assumption of Obligations
. Navios Maritime hereby agrees, to assume, perform,
fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement,
and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set
forth in such Agreement.
2.
Amendment
. The Agreement shall be amended as follows:
(a) The following sentence shall be added to the end of Section 1(a) of the Agreement:
Any purchases of Common Stock made by the Purchaser in the open market or in private
transactions in addition to its purchases of Aftermarket Shares pursuant to the terms of the
Buyback Agreement will be credited as purchases towards the aggregate purchase price paid by the
Purchaser for the Aftermarket Shares.
(b) All references to Purchaser in the Agreement shall refer to Navios Maritime.
3.
Full Force and Effect
. Except as modified by this Amendment, all other terms and
conditions in the Agreement shall remain in full force and effect.
4.
Effect
. Unless the context otherwise requires, the Agreement, as amended, and this
Amendment shall be read together and shall have effect as if the provisions of the Agreement, as
amended, and this Amendment were contained in one agreement. After the effective date of this
Amendment, all references in the Agreement to this Agreement, hereto, hereof, hereunder or
words of like import referring to the Agreement shall mean the Agreement, as amended, as further
modified by this Amendment.
5.
Counterparts
. This Amendment may be executed in separate counterparts, all of
which taken together shall constitute a single instrument.
[
Remainder of page intentionally left blank. Signature page to follow
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day
and year first above written.
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ACCEPTED AND AGREED:
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NAVIOS MARITIME HOLDINGS INC.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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ACCEPTED AND AGREED:
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AMADEUS MARITIME S.A.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Attorney-in-Fact
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ACCEPTED AND AGREED:
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NAVIOS MARITIME ACQUISITION CORPORATION
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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[Signature Page Amendment to Co-Investment Share Subscription Agreement and
Assumption Agreement]
Exhibit 10.3
AMENDMENT TO BUYBACK AGREEMENT
AND ASSUMPTION AGREEMENT
This AMENDMENT TO BUYBACK AGREEMENT AND ASSUMPTION AGREEMENT (this
Amendment
), dated
as of April 8, 2010, is made by and among Navios Maritime Acquisition Corporation, a Marshall
Islands corporation (
Navios Acquisition
), Amadeus Maritime S.A., a Panama corporation
(
Amadeus
), J.P. Morgan Securities Inc. (
JPMorgan
), Deutsche Bank Securities
Inc. (
Deutsche Bank
, and together with Navios Acquisition, Amadeus and JPMorgan, the
Original Parties
) and Navios Maritime Holdings Inc., a Marshall Islands corporation
(
Navios Maritime
), and amends the Buyback Agreement (the
Agreement
) entered
into among the Original Parties on June 25, 2008. Capitalized terms used and not otherwise defined
in this Amendment shall have the meanings given them in the Agreement.
WITNESSETH:
WHEREAS, the Agreement provides that the terms thereof may be amended only pursuant to a
written instrument executed by the Original Parties; and
WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the
obligations of Amadeus under the Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1.
Assumption of Obligations
. Navios Maritime hereby agrees, to assume, perform,
fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement,
and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set
forth in such Agreement.
2.
Amendment
. The Agreement is hereby amended by deleting the second paragraph in its
entirety and replacing it with the following paragraph:
Navios Maritime agrees to purchase, either in open market purchases or privately negotiated
transactions, up to $45,000,000 of shares of Common Stock (the Aftermarket Shares) during the
period commencing two business days after the Company files a preliminary proxy statement relating
to its Business Combination (as defined in the Companys Amended and Restated Articles of
Incorporation in effect on the date hereof (the Articles of Incorporation)) and ending on the
date for the shareholder meeting at which such Business Combination is to be approved.
3.
Full Force and Effect
. Except as modified by this Amendment, all other terms and
conditions in the Agreement shall remain in full force and effect.
4.
Effect
. Unless the context otherwise requires, the Agreement, as amended, and this
Amendment shall be read together and shall have effect as if the provisions of the Agreement, as
amended, and this Amendment were contained in one agreement. After the effective date of this
Amendment, all references in the Agreement to this Agreement, hereto, hereof, hereunder or
words of like import referring to the Agreement shall mean the Agreement, as amended, as further
modified by this Amendment.
5.
Counterparts
. This Amendment may be executed in separate counterparts, all of
which taken together shall constitute a single instrument.
[
Remainder of page intentionally left blank. Signature page to follow
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day
and year first above written.
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ACCEPTED AND AGREED:
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NAVIOS MARITIME HOLDINGS INC.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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ACCEPTED AND AGREED:
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AMADEUS MARITIME S.A.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Attorney-in-Fact
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ACCEPTED AND AGREED:
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NAVIOS MARITIME ACQUISITION CORPORATION
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Executive Officer
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ACCEPTED AND AGREED:
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DEUTSCHE BANK SECURITIES INC.
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By:
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/s/ Craig Feuhrer
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Name:
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Craig Feuhrer
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Title:
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Managing Director
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ACCEPTED AND AGREED:
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J.P. MORGAN SECURITIES INC.
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By:
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/s/ Nurten Goksu Yolac
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Name:
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Nurten Goksu Yolac
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Title:
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Executive Director
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[Signature Page Amendment to Buyback Agreement and Assumption Agreement]
ACCEPTED AND AGREED:
DEUTSCHE BANK SECURITIES INC.
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By:
Name:
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/s/ Andrew Dubuque
Andrew Dubuque
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Title:
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Director
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[Signature Page Amendment to Buyback Agreement and Assumption Agreement]