Republic of Marshall Islands | 4412 | 98-0384348 | ||
Delaware | 33-1219789 | |||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||||||||||
Title of Each Class of |
Amount to be |
Offering |
Aggregate |
Registration |
||||||||||||||||
Securities to be Registered | Registered | Price per Note(1) | Offering Price | Fee | ||||||||||||||||
81/8% Senior
Notes due 2019
|
$ | 350,000,000 | 100 | % | $ | 350,000,000 | $ | 40,635 | ||||||||||||
Guarantees of
81/8% Senior
Notes due 2019
|
$ | 350,000,000 | (2) | (2) | (2) | |||||||||||||||
Total Registration Fee
|
| | | $ | 40,635 | (3) | ||||||||||||||
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. |
(2) | No separate filing fee is required pursuant to Rule 457(n) under the Securities Act. |
(3) | Previously paid. |
State or Other |
||||
Jurisdiction of |
||||
Exact Name of Registrant as |
Incorporation or |
I.R.S. Employer |
||
Specified in its Charter(1)
|
Organization | Identification Number | ||
Faith Marine Ltd.
|
Liberia | 98-1006677 | ||
Vector Shipping Corporation
|
Marshall Islands | 66-0742469 | ||
Aramis Navigation Inc.
|
Marshall Islands | 98-0645621 | ||
Ducale Marine Inc.
|
Marshall Islands | 98-0633431 | ||
Highbird Management Inc.
|
Marshall Islands | 98-0633432 | ||
Floral Marine Ltd.
|
Marshall Islands | 98-0628840 | ||
Red Rose Shipping Corp.
|
Marshall Islands | 98-0628836 | ||
Ginger Services Co.
|
Marshall Islands | 98-0609514 | ||
Quena Shipmanagement Inc.
|
Marshall Islands | 98-0599808 | ||
Astra Maritime Corporation
|
Marshall Islands | 98-0599803 | ||
Primavera Shipping Corporation
|
Marshall Islands | 98-0599806 | ||
Pueblo Holdings Ltd.
|
Marshall Islands | 98-0594673 | ||
Beaufiks Shipping Corporation
|
Marshall Islands | 75-3269445 | ||
Rowboat Marine Inc.
|
Marshall Islands | 75-3269444 | ||
Corsair Shipping Ltd.
|
Marshall Islands | 75-3269443 | ||
Pharos Navigation S.A.
|
Marshall Islands | 98-0563832 | ||
Sizzling Ventures Inc.
|
Liberia | 98-0563838 | ||
Shikhar Ventures S.A.
|
Liberia | 98-0563837 | ||
Taharqa Spirit Corp.
|
Marshall Islands | 98-0563839 | ||
Rheia Associates Co.
|
Marshall Islands | 98-0563834 | ||
Rumer Holding Ltd.
|
Marshall Islands | 98-0563835 | ||
Kleimar N.V.
|
Belgium | 98-0386679 | ||
NAV Holdings Limited
|
Malta | 98-0386684 | ||
Navios Corporation
|
Marshall Islands | 13-3023670 | ||
Anemos Maritime Holdings Inc.
|
Marshall Islands | 98-0418747 | ||
Navios Shipmanagement Inc.
|
Marshall Islands | 98-0418748 | ||
Aegean Shipping Corporation
|
Marshall Islands | 47-0938383 | ||
Arc Shipping Corporation
|
Marshall Islands | 98-0386672 | ||
Magellan Shipping Corporation
|
Marshall Islands | 98-0386681 | ||
Ionian Shipping Corporation
|
Marshall Islands | 98-0418750 | ||
Apollon Shipping Corporation
|
Marshall Islands | 98-0418751 | ||
Herakles Shipping Corporation
|
Marshall Islands | 98-0418752 | ||
Achilles Shipping Corporation
|
Marshall Islands | 51-0495540 | ||
Kypros Shipping Corporation
|
Marshall Islands | 51-0795616 | ||
Hios Shipping Corporation
|
Marshall Islands | 51-0495614 | ||
Meridian Shipping Enterprises Inc.
|
Marshall Islands | 98-0386683 | ||
Mercator Shipping Corporation
|
Marshall Islands | 98-0386682 | ||
Horizon Shipping Enterprises Corporation
|
Marshall Islands | 98-0386677 | ||
Star Maritime Enterprises Corporation
|
Marshall Islands | 98-0386685 | ||
Navios Handybulk Inc.
|
Marshall Islands | 98-0156162 | ||
Navios International Inc.
|
Marshall Islands | 98-0163555 | ||
Nostos Shipmanagement Corp.
|
Marshall Islands | 66-0715101 | ||
Portorosa Marine Corp.
|
Marshall Islands | 66-0715102 | ||
White Narcissus Marine S.A.
|
Panama | 75-3252951 | ||
Hestia Shipping Ltd.
|
Malta | 98-0386676 | ||
Kleimar Ltd.
|
Marshall Islands | 75-3268633 | ||
Navimax Corporation
|
Marshall Islands | 06-1624242 | ||
Aquis Marine Corp.
|
Marshall Islands | 66-0751682 | ||
Navios Tankers Management Inc.
|
Marshall Islands | 42-1771241 | ||
Rawlin Services Company
|
Marshall Islands | 66-0767717 | ||
Solange Shipping Ltd.
|
Marshall Islands | 99-0367028 | ||
Tulsi Shipmanagement Co.
|
Marshall Islands | 99-0367020 | ||
Mauve International S.A.
|
Marshall Islands | 66-0767721 | ||
Cinthara Shipping Ltd.
|
Marshall Islands | 33-1221366 |
(1) | The address for each of the additional registrant guarantors is 85 Akti Miaouli Street, Piraeus, Greece 185 38. |
Item 20. | Indemnification of Directors and Officers. |
II-1
Item 21. | Exhibits and Financial Statement Schedules. |
Exhibit |
||||
Number
|
Description
|
|||
3 | .1.1 | Amended and Restated Articles of Incorporation of Navios Maritime Holdlings Inc. (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings, Inc. (File No. 333-129382)). | ||
3 | .1.2 | Bylaws of Navios Maritime Holdlings Inc. (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings, Inc. (File No. 333-129382)). | ||
3 | .2.1 | Articles of Incorporation of Navios Maritime Finance II (US) Inc.* | ||
3 | .2.2 | Bylaws of Navios Maritime Finance II (US) Inc.* | ||
3 | .3.1 | Articles of Incorporation of Faith Marine Ltd.* | ||
3 | .3.2 | Bylaws of Faith Marine Ltd.* | ||
3 | .4.1 | Articles of Incorporation of Vector Shipping Corporation.* | ||
3 | .4.2 | Bylaws of Vector Shipping Corporation.* | ||
3 | .5.1 | Articles of Incorporation of Aramis Navigation Inc.* | ||
3 | .5.2 | Bylaws of Aramis Navigation Inc.* | ||
3 | .6.1 | Articles of Incorporation of Ducale Marine Inc.* | ||
3 | .6.2 | Bylaws of Ducale Marine Inc.* | ||
3 | .7.1 | Articles of Incorporation of Aquis Marine Corp.* | ||
3 | .7.2 | Bylaws of Aquis Marine Corp.* | ||
3 | .8.1 | Articles of Incorporation of Highbird Management Inc.* |
II-2
Exhibit |
||||
Number
|
Description
|
|||
3 | .8.2 | Bylaws of Highbird Management Inc.* | ||
3 | .9.1 | Articles of Incorporation of Floral Marine Ltd.* | ||
3 | .9.2 | Bylaws of Floral Marine Ltd.* | ||
3 | .10.1 | Articles of Incorporation of Red Rose Shipping Corp.* | ||
3 | .10.2 | Bylaws of Red Rose Shipping Corp.* | ||
3 | .11.1 | Articles of Incorporation of Ginger Services Co.* | ||
3 | .11.2 | Bylaws of Ginger Services Co.* | ||
3 | .12.1 | Articles of Incorporation of Quena Shipmanagement Inc.* | ||
3 | .12.2 | Bylaws of Quena Shipmanagement Inc.* | ||
3 | .13.1 | Articles of Incorporation of Astra Maritime Corporation.* | ||
3 | .13.2 | Bylaws of Astra Maritime Corporation.* | ||
3 | .14.1 | Articles of Incorporation of Primavera Shipping Corporation.* | ||
3 | .14.2 | Bylaws of Primavera Shipping Corporation.* | ||
3 | .15.1 | Articles of Incorporation of Pueblo Holdings Ltd.* | ||
3 | .15.2 | Bylaws of Pueblo Holdings Ltd.* | ||
3 | .16.1 | Articles of Incorporation of Beaufiks Shipping Corporation.* | ||
3 | .16.2 | Bylaws of Beaufiks Shipping Corporation.* | ||
3 | .17.1 | Articles of Incorporation of Rowboat Marine Inc.* | ||
3 | .17.2 | Bylaws of Rowboat Marine Inc.* | ||
3 | .18.1 | Articles of Incorporation of Corsair Shipping Ltd.* | ||
3 | .18.2 | Bylaws of Corsair Shipping Ltd.* | ||
3 | .19.1 | Articles of Incorporation of Navios Tankers Management Inc.* | ||
3 | .19.2 | Bylaws of Navios Tankers Management Inc.* | ||
3 | .20.1 | Articles of Incorporation of Pharos Navigation S.A.* | ||
3 | .20.2 | Bylaws of Pharos Navigation S.A.* | ||
3 | .21.1 | Articles of Incorporation of Sizzling Ventures Inc.* | ||
3 | .21.2 | Bylaws of Sizzling Ventures Inc.* | ||
3 | .22.1 | Articles of Incorporation of Shikhar Ventures S.A.* | ||
3 | .22.2 | Bylaws of Shikhar Ventures S.A.* | ||
3 | .23.1 | Articles of Incorporation of Taharqa Spirit Corp.* | ||
3 | .23.2 | Bylaws of Taharqa Spirit Corp.* | ||
3 | .24.1 | Articles of Incorporation of Rheia Associates Co.* | ||
3 | .24.2 | Bylaws of Rheia Associates Co.* | ||
3 | .25.1 | Articles of Incorporation of Rumer Holding Ltd.* | ||
3 | .25.2 | Bylaws of Rumer Holding Ltd.* | ||
3 | .26.1 | Memorandum and Articles of Association of Kleimar N.V.* | ||
3 | .27.1 | Memorandum and Articles of Association of NAV Holdings Limited.* | ||
3 | .28.1 | Fourth Amended and Restated Articles of Incorporation of Navios Corporation.* | ||
3 | .28.2 | Bylaws of Navios Corporation.* | ||
3 | .29.1 | Articles of Amendment and Restatement of Articles of Incorporation of Anemos Maritime Holdings Inc.* | ||
3 | .29.2 | Bylaws of Anemos Maritime Holdings Inc.* | ||
3 | .30.1 | Articles of Domestication of Navios Shipmanagement Inc.* | ||
3 | .30.2 | Articles of Amendment of Articles of Incorporation of Levant Maritime International S.A.* | ||
3 | .30.3 | Bylaws of Navios Shipmanagement Inc.* |
II-3
Exhibit |
||||
Number
|
Description
|
|||
3 | .31.1 | Articles of Domestication of Aegean Shipping Corporation (formerly known as Voreios Shipping Company Limited).* | ||
3 | .31.2 | Memorandum of Association of Voreios Shipping Company Limited.* | ||
3 | .31.3 | Articles of Association of Voreios Shipping Company Limited.* | ||
3 | .32.1 | Articles of Incorporation of Arc Shipping Corporation.* | ||
3 | .32.2 | Bylaws of Arc Shipping Corporation.* | ||
3 | .33.1 | Articles of Incorporation of Magellan Shipping Corporation.* | ||
3 | .33.2 | Bylaws of Magellan Shipping Corporation.* | ||
3 | .34.1 | Articles of Amendment and Restatement of Articles of Incorporation of Ionian Shipping Corporation.* | ||
3 | .34.2 | Bylaws of Ionian Shipping Corporation.* | ||
3 | .35.1 | Articles of Amendment and Restatement of Articles of Incorporation of Apollon Shipping Corporation.* | ||
3 | .35.2 | Bylaws of Apollon Shipping Corporation.* | ||
3 | .36.1 | Articles of Amendment and Restatement of Articles of Incorporation of Herakles Shipping Corporation.* | ||
3 | .36.2 | Bylaws of Herakles Shipping Corporation.* | ||
3 | .37.1 | Articles of Amendment and Restatement of Articles of Incorporation of Achilles Shipping Corporation.* | ||
3 | .37.2 | Bylaws of Achilles Shipping Corporation.* | ||
3 | .38.1 | Articles of Amendment and Restatement of Articles of Incorporation of Kypros Shipping Corporation.* | ||
3 | .38.2 | Bylaws of Kypros Shipping Corporation.* | ||
3 | .39.1 | Articles of Amendment and Restatement of Articles of Incorporation of Hios Shipping Corporation.* | ||
3 | .39.2 | Bylaws of Hios Shipping Corporation.* | ||
3 | .40.1 | Articles of Incorporation of Meridian Shipping Enterprises Inc.* | ||
3 | .40.2 | Bylaws of Meridian Shipping Enterprises Inc.* | ||
3 | .41.1 | Articles of Incorporation of Mercator Shipping Corporation.* | ||
3 | .41.2 | Bylaws of Mercator Shipping Corporation.* | ||
3 | .42.1 | Articles of Incorporation of Horizon Shipping Enterprises Corporation.* | ||
3 | .42.2 | Bylaws of Horizon Shipping Enterprises Corporation.* | ||
3 | .43.1 | Articles of Incorporation of Star Maritime Enterprises Corporation.* | ||
3 | .43.2 | Bylaws of Star Maritime Enterprises Corporation.* | ||
3 | .44.1 | Second Amended and Restated Articles of Incorporation of Navios Handybulk Inc.* | ||
3 | .44.2 | Bylaws of Navios Handybulk Inc.* | ||
3 | .45.1 | Second Amended and Restated Articles of Incorporation of Navios International Inc.* | ||
3 | .45.2 | Bylaws of Navios International Inc.* | ||
3 | .46.1 | Articles of Incorporation of Nostos Shipmanagement Corp.* | ||
3 | .46.2 | Bylaws of Nostos Shipmanagement Corp.* | ||
3 | .47.1 | Articles of Incorporation of Portorosa Marine Corp.* | ||
3 | .47.2 | Bylaws of Portorosa Marine Corp.* | ||
3 | .48.1 | Articles of Incorporation of White Narcissus Marine S.A.* | ||
3 | .49.1 | Memorandum of Association and Articles of Association of Hestia Shipping Ltd.* | ||
3 | .50.1 | Articles of Incorporation of Kleimar Ltd.* | ||
3 | .50.2 | Articles of Amendment of Articles of Incorporation of Kleimar Ltd.* | ||
3 | .50.3 | Bylaws of Kleimar Ltd.* | ||
3 | .51.1 | Articles of Incorporation of Navimax Corporation.* | ||
3 | .51.2 | Bylaws of Navimax Corporation.* | ||
3 | .52.1 | Articles of Incorporation of Rawlin Services Company* |
II-4
Exhibit |
||||
Number
|
Description
|
|||
3 | .52.2 | Bylaws of Rawlin Services Company* | ||
3 | .53.1 | Articles of Incorporation of Solange Shipping Ltd.* | ||
3 | .53.2 | Bylaws of Solange Shipping Ltd.* | ||
3 | .54.1 | Articles of Incorporation of Tulsi Shipmanagement Co.* | ||
3 | .54.2 | Bylaws of Tulsi Shipmanagement Co.* | ||
3 | .55.1 | Articles of Incorporation of Mauve International S.A.* | ||
3 | .55.2 | Bylaws of Mauve International S.A.* | ||
3 | .56.1 | Articles of Incorporation of Cinthara Shipping Ltd* | ||
3 | .56.1 | Bylaws of Cinthara Shipping Ltd* | ||
4 | .1 | Indenture relating to 81/8% Senior Notes due 2019 dated January 28, 2011, among Navios Maritime Holdings Inc., Navios Maritime Finance II (US) Inc., the guarantors listed therein and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 of the Form 6-K filed on February 1, 2011). | ||
4 | .2 | 2006 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on May 16, 2007). | ||
4 | .3 | Financial Agreement, dated as of March 31, 2008, between Nauticler S.A. and Marfin Egnatia Bank, S.A. (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on June 13, 2008). | ||
4 | .4 | Facility Agreement, dated as of June 24, 2008, with Navios Maritime Holdings Inc. as a guarantor, for a loan amount up to $133.0 million (Incorporated by reference to Exhibit 99.1 to the Form 6-K filed on July 14, 2008). | ||
4 | .5 | Facility Agreement, dated as of November 10, 2008, with Navios Maritime Holdings Inc. as a guarantor, for a loan amount up to $90.0 million (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on December 10, 2008). | ||
4 | .6 | Loan Agreement, dated March 26, 2009, among Surf Maritime Co., Pueblo Holdings Ltd., Ginger Services Co. and Marfin Egnatia Bank S.A. (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on May 18, 2009). | ||
4 | .7 | Financial Agreement, dated March 20, 2009, between Nauticler S.A. and Marfin Popular Bank Public Co., Ltd. (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on May 18, 2009). | ||
4 | .8 | Third Supplemental Agreement in relation to the Facility Agreement dated February 1, 2007, dated March 23, 2009 (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on May 18, 2009). | ||
4 | .9 | Amendment to Share Purchase Agreement, dated June 29, 2009, between Anemos Maritime Holdings Inc. and Navios Maritime Partners L.P. (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on July 7, 2009). | ||
4 | .10 | Amendment to Omnibus Agreement, dated June 29, 2009, among Navios Maritime Holdings Inc., Navios GP L.L.C., Navios Maritime Operating L.L.C., and Navios Maritime Partners L.P. (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on July 7, 2009). | ||
4 | .11 | Facility Agreement for $240.0 million, dated June 24, 2009, among the Borrowers listed therein and Commerzbank AG (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on July 7, 2009). | ||
4 | .12 | Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007, dated July 10, 2009, among Chilali Corp., Rumer Holdings Ltd. and Emporiki Bank of Greece S.A. with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on August 5, 2009). | ||
4 | .13 | Amended and Restated Loan Agreement in respect of a loan facility of up to $120.0 million, dated May 25, 2009 with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on October 8, 2009). | ||
4 | .14 | Supplemental Agreement in relation to the Amended and Restated Loan Agreement dated May 25, 2009, dated July 16, 2009 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on October 8, 2009). | ||
4 | .15 | Second Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007, dated August 28, 2009 (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on October 8, 2009). |
II-5
Exhibit |
||||
Number
|
Description
|
|||
4 | .16 | Facility Agreement for $66.5 million, dated August 28, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on October 8, 2009). | ||
4 | .17 | Facility Agreement for $75.0 million, dated August 28, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.5 of the Form 6-K filed on October 8, 2009). | ||
4 | .18 | Loan Agreement for up to $110.0 million, dated October 23, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on November 10, 2009 (File No. 091172561)). | ||
4 | .19 | Indenture relating to 87/8% First Priority Ship Mortgage Notes due 2017, dated November 2, 2009, among Navios Maritime Holdings Inc., Navios Maritime Finance (US) Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on November 10, 2009). | ||
4 | .20 | Registration Rights Agreement, dated as of November 2, 2009 (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on November 10, 2009). | ||
4 | .21 | First Supplemental Indenture to the indenture dated November 2, 2009, dated as of January 29, 2010 (Incorporated by reference to Exhibit 99.6 of the Form 6-K filed on February 17, 2010). | ||
4 | .22 | Credit Agreement, dated as of April 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on April 8, 2010). | ||
4 | .23 | Credit Agreement, dated as of April 8, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on April 8, 2010). | ||
4 | .24 | Second Supplemental Indenture, dated as of March 30, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on April 21, 2010). | ||
4 | .25 | Third Supplemental Indenture, dated as of April 7, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on April 21, 2010). | ||
4 | .26 | Fourth Supplemental Agreement, dated as of January 8, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on May 18, 2010). | ||
4 | .27 | Fifth Supplemental Agreement, dated as of April 28, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on May 18, 2010). | ||
4 | .28 | Fourth Supplemental Indenture, dated as of June 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on June 17, 2010). | ||
4 | .29 | Facility Agreement for $40.0 million, dated as of August 20, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on September 1, 2010). | ||
4 | .30 | Loan Agreement for $40.0 million with Navios Maritime Acquisition Corporation, dated as of September 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on October 14, 2010). | ||
4 | .31 | Letter Amendment, dated as of September 24, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on October 14, 2010). | ||
4 | .32 | Facility Agreement of up to $40.0 million dated as of September 30, 2010 (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on October 14, 2010). | ||
4 | .33 | Amended and Restated Loan Agreement for $120.0 million (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on November 15, 2010). | ||
4 | .34 | Fifth Supplemental Indenture, dated as of August 10, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on February 1, 2011). | ||
4 | .35 | Sixth Supplemental Indenture, dated as of January 28, 2011 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on February 1, 2011). | ||
4 | .36 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of June 24, 2009, for $240.0 million (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on February 4, 2011). | ||
4 | .37 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of September 30, 2010, for $40.0 million (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on February 4, 2011). |
II-6
Exhibit |
||||
Number
|
Description
|
|||
4 | .38 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of December 11, 2007 (as amended), for $154.0 million (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on February 4, 2011). | ||
4 | .39 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 28, 2009 (as amended), for $75.0 million (Incorporated by reference to Exhibit 10.4 of the Form 6-K filed on February 4, 2011). | ||
4 | .40 | Supplemental Agreement dated January 28, 2011 relating to the Amended and Restated Loan Agreement, dated as of October 27, 2010, in respect of a loan facility of up to $120.0 million (Incorporated by reference to Exhibit 10.5 of the Form 6-K filed on February 4, 2011). | ||
4 | .41 | Supplemental Agreement dated January 28, 2011 relating to the Loan Agreement, dated as of October 23, 2009 (as amended), for a revolving credit facility of up to $110.0 million (Incorporated by reference to Exhibit 10.6 of the Form 6-K filed on February 4, 2011). | ||
4 | .42 | Sixth Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of February 1, 2007 (as amended), for a term loan facility of up to $280.0 million (Incorporated by reference to Exhibit 10.7 of the Form 6-K filed on February 4, 2011). | ||
4 | .43 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 20, 2010, for a term loan facility of up to $40.0 million (Incorporated by reference to Exhibit 10.8 of the Form 6-K filed on February 4, 2011). | ||
4 | .44 | Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 28, 2009 (as amended), for a term loan facility of up to $66.5 million (Incorporated by reference to Exhibit 10.9 of the Form 6-K filed on February 4, 2011). | ||
4 | .45 | Indenture relating to 9.25% Senior Notes due 2019 dated April 12, 2011, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., the Guarantors named therein, and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the Form 6-K filed on May 25, 2011). | ||
4 | .46 | Supplemental Agreement No. 2, dated May 6, 2011, relating to a Loan Agreement, dated October 23, 2009, as amended, in respect of a revolving credit facility of up to $110,000,000 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on May 25, 2011). | ||
4 | .47 | The Administrative Services Agreement, dated April 12, 2011, between Navios South American Logistics Inc. and Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on May 25, 2011). | ||
4 | .48 | Letter of Amendment No. 1, dated October 21, 2010, to the Loan Agreement, dated September 7, 2010, between Navios Maritime Acquisition Corporation and Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 10.4 of the Form 6-K filed on May 25, 2011). | ||
4 | .49 | First Supplemental Indenture relating to 81/8% Senior Notes due 2019, dated as of June 24, 2011 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on July 22, 2011). | ||
4 | .50 | Seventh Supplemental Indenture relating to 87/8% First Priority Ship Mortgage Notes due 2017, dated as of June 24, 2011 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on July 22, 2011). | ||
5 | .1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.** | ||
5 | .2 | Opinion of Reeder & Simpson P.C.** | ||
5 | .3 | Opinion of Camilleri, Delia, Randon & Associates.* | ||
5 | .4 | Opinion of Loyens & Loeff.** | ||
5 | .5 | Opinion of Vives y Asociados.* | ||
10 | .1 | Registration Rights Agreement dated January 28, 2011 (Incorporated by reference in Exhibit 10.1 of the Form 6-K filed on February 1, 2011). | ||
10 | .2 | The Registration Rights Agreement, dated April 12, 2011, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and S. Goldman Advisors LLC (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on May 25, 2011). |
II-7
Exhibit |
||||
Number
|
Description
|
|||
12 | .1 | Computation of Ratio of Earnings to Fixed Charges.* | ||
21 | .1 | List of Subsidiaries.* | ||
23 | .1 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 5.1). | ||
23 | .2 | Consent of Reeder & Simpson P.C. (included in the opinion filed as Exhibit 5.2). | ||
23 | .3 | Consent of Camilleri, Delia, Randon & Associates (included in the opinion filed as Exhibit 5.3). | ||
23 | .4 | Consent of Loyens & Loeff (included in the opinion filed as Exhibit 5.4). | ||
23 | .5 | Consent of Vives y Asociados (included in the opinion filed as Exhibit 5.5). | ||
23 | .6 | Consent of PricewaterhouseCoopers S.A.* | ||
24 | .1 | Power of Attorney (included on the signature page to the Registration Statement).* | ||
25 | .1 | Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wells Fargo Bank, National Association as Trustee under the 2019 Indenture.* | ||
99 | .1 | Form of Letter of Transmittal.* | ||
99 | .2 | Form of Notice of Guaranteed Delivery.* | ||
99 | .3 | Form of Letter to Registered Holders and/or Participants of the Book-Entry Transfer Facility.* | ||
99 | .4 | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | ||
99 | .5 | Form of Letter to Clients.* |
* | Previously filed. | |
** | Filed herewith. |
Item 22. | Undertakings. |
II-8
II-9
By: |
/s/ Angeliki
Frangou
|
Title: | Chairman and Chief Executive Officer |
By: |
/s/ George
Achniotis
|
Title: | Chief Financial Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Chairman of the Board (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
* Ted C. Petrone |
Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Executive Vice President Legal, Secretary and Director | August 18, 2011 | ||||
* Spyridon Magoulas |
Director | August 18, 2011 | ||||
* John Stratakis |
Director | August 18, 2011 | ||||
* George Malanga |
Director | August 18, 2011 | ||||
* Efstathios Loizos |
Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-10
By: |
/s/ George
Achniotis
|
Title: | Chief Financial Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
President, Secretary and Director (principal executive officer) |
August 18, 2011 | ||||
/s/ Angeliki
Frangou Angeliki Frangou |
Vice President | August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer and Director (principal financial and accounting officer) |
August 18, 2011 | ||||
* Anna Kalathakis |
Treasurer and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-11
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | President/Director |
Signature
|
Title(s)
|
Date
|
||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
President and Director (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou |
II-12
By: |
/s/ Alexandros
Laios
|
Title: | Secretary/Director |
Signature
|
Title(s)
|
Date
|
||||
/s/ Efstratios
Desypris Efstratios Desypris |
President and Director (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
* Leonidas Korres |
Treasurer and Director | August 18, 2011 | ||||
* Alexandros Laios |
Secretary and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou |
II-13
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
II-14
Signature
|
Title(s)
|
Date
|
||||
/s/ George
Achniotis George Achniotis |
President, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) |
August 18, 2011 | ||||
* Anna Kalathakis |
Treasurer and Director | August 18, 2011 | ||||
* Shunji Sasada |
Vice-President | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Secretary and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-15
By: |
/s/ George
Achniotis
|
Title: |
Chief Financial Officer, Secretary and Director |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
President and Director (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer, Secretary and Director (principal financial and accounting officer) |
August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-16
By: |
/s/ Shunji
Sasada
|
Title: | President |
Signature
|
Title(s)
|
Date
|
||||
/s/ Shunji
Sasada Shunji Sasada |
President, Secretary and Treasurer (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
* Alida Vives |
Director | August 18, 2011 | ||||
* Rodrigo Vives |
Director | August 18, 2011 | ||||
* Victor Alvarado |
Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-17
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Director (principal executive officer) | August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer and Director (principal financial and accounting officer) | August 18, 2011 | ||||
* Ted Petrone |
Director | August 18, 2011 | ||||
* Shunji Sasada |
Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-18
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Director (principal executive officer) | August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
* Anna Kalathakis |
Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Director | August 18, 2011 | ||||
*By: |
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou As Attorney-in-Fact |
II-19
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Chairman (principal executive officer) | August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
* Ted Petrone |
President and Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Executive Vice President, Secretary and Director | August 18, 2011 | ||||
*By: |
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou As Attorney-in-Fact |
II-20
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
Chief Executive Officer and Director (principal executive officer) | August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
President, Chief Financial Officer and Director (principal financial and accounting officer) |
August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Secretary and Director | August 18, 2011 |
II-21
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ George
Achniotis George Achniotis |
President, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) |
August 18, 2011 | ||||
* Anna Kalathakis |
Treasurer and Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Secretary and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-22
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Shunji
Sasada Shunji Sasada |
Vice-President (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Treasurer, Secretary and Director | August 18, 2011 | ||||
* Ted Petrone |
Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-23
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ Angeliki
Frangou Angeliki Frangou |
President and Director (principal executive officer) |
August 18, 2011 | ||||
/s/ George
Achniotis George Achniotis |
Chief Financial Officer (principal financial and accounting officer) |
August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Treasurer and Director | August 18, 2011 |
II-24
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ George
Achniotis George Achniotis |
President, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) |
August 18, 2011 | ||||
* Anna Kalathakis |
Treasurer and Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Vice President, Secretary and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-25
By: |
/s/ Vasiliki
Papaefthymiou
|
Title: | Director and Authorized Officer |
Signature
|
Title(s)
|
Date
|
||||
/s/ George
Achniotis George Achniotis |
Chief Executive Officer, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) |
August 18, 2011 | ||||
* Ted Petrone |
Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-26
By: |
/s/ George
Achniotis
|
Title: | President, Chief Financial Officer, |
Signature
|
Title(s)
|
Date
|
||||
/s/ George
Achniotis George Achniotis |
President, Chief Financial Officer and Director (principal executive officer and principal financial and accounting officer) | August 18, 2011 | ||||
* Anna Kalathaki |
Treasurer and Director | August 18, 2011 | ||||
/s/ Vasiliki
Papaefthymiou Vasiliki Papaefthymiou |
Secretary and Director | August 18, 2011 |
*By: |
/s/ Vasiliki
Papaefthymiou
|
II-27
By: |
/s/ Donald
J. Puglisi
|
Title: | Managing Director |
II-28