AMENDMENT TO BUYBACK 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 Xxxxxxxx
Islands corporation (“Navios Acquisition”), Amadeus Maritime S.A., a Panama corporation
(“Amadeus”), X.X. Xxxxxx 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 Xxxxxxxx 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 Company’s 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.]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day
and year first above written.
ACCEPTED AND AGREED: | ||||
NAVIOS MARITIME HOLDINGS INC. | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxx | |||
Name:
|
Xxxxxxxx Xxxxxxx | |||
Title:
|
Chief Executive Officer | |||
ACCEPTED AND AGREED: | ||||
AMADEUS MARITIME S.A. | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxx | |||
Name:
|
Xxxxxxxx Xxxxxxx | |||
Title:
|
Attorney-in-Fact | |||
ACCEPTED AND AGREED: | ||||
NAVIOS MARITIME ACQUISITION CORPORATION | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxx | |||
Name:
|
Xxxxxxxx Xxxxxxx | |||
Title:
|
Chief Executive Officer | |||
ACCEPTED AND AGREED: | ||||
DEUTSCHE BANK SECURITIES INC. | ||||
By: |
/s/ Xxxxx Xxxxxxx | |||
Name: |
Xxxxx Xxxxxxx | |||
Title: |
Managing Director | |||
ACCEPTED AND AGREED: | ||||
X.X. XXXXXX SECURITIES INC. | ||||
By: |
/s/ Xxxxxx Xxxxx Yolac | |||
Name: |
Xxxxxx Xxxxx Yolac | |||
Title: |
Executive Director |
[Signature Page — Amendment to Buyback Agreement and Assumption Agreement]
ACCEPTED AND AGREED:
DEUTSCHE BANK SECURITIES INC.
By: Name: |
/s/ Xxxxxx Xxxxxxx
|
|||
Title:
|
Director |
[Signature Page — Amendment to Buyback Agreement and Assumption Agreement]