EX-10.4



 Exhibit 10.4 

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of February 20, 2014, among Navios Maritime
Holdings Inc., a Marshall Islands corporation (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation, (“Navios Finance” and, together with the Company, the “Co-Issuers”), and
Navios Holdings Europe Finance Inc., a Marshall Islands corporation and a direct wholly owned subsidiary of the Company (“Holdings Europe”) and Triangle Shipping Corporation and Esmeralda Shipping Corporation, each a Marshall
Islands corporation and indirect wholly owned subsidiary of the Company (together with Holdings Europe, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank,
National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”). 

WITNESSETH 
 WHEREAS, the
Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of January 28, 2011 providing for the issuance of 8 1⁄8% Senior Notes due 2019 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances Each Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which Each Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Fifth Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, Each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms,
conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof. 

4. NEW YORK LAW TO GOVERN. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 







 5. COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
 6. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
 7. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Each Guaranteeing Subsidiary and the Co-Issuers.

 [Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	Navios Holdings Europe Finance Inc., as Guarantor
		
	By:	 	 /s/ Alexandros Laios

		 	Name: Alexandros Laios
		 	Title: Secretary / Director
	
	Triangle Shipping Corporation
	Esmeralda Shipping Corporation, as Guarantors
		
	By:	 	 /s/ Anna Kalathakis

		 	Name: Anna Kalathakis
		 	Title: Treasurer / Director
	
	NAVIOS MARITIME HOLDINGS INC.
		
	By:	 	 /s/ Vasiliki Papaefthymiou

		 	Name: Vasiliki Papaefthymiou
		 	Title: Executive Vice President, Legal
	
	NAVIOS MARITIME FINANCE II (US) INC.
		
	By:	 	 /s/ Vasiliki Papaefthymiou

		 	Name: Vasiliki Papaefthymiou
		 	Title: President


 [Signature Page to Fifth Supplemental Indenture] 







 
			
	 DIESIS SHIPMANAGEMENT LTD
 MANDORA
SHIPPING LTD
 SOLANGE SHIPPING LTD.
 TULSI SHIPMANAGEMENT
CO.
 CINTHARA SHIPPING LTD
 RAWLIN SERVICES COMPANY

MAUVE INTERNATIONAL S.A.
 AQUIS MARINE CORP.

FAITH MARINE LTD.
 VECTOR SHIPPING CORPORATION

ARAMIS NAVIGATION INC.
 DUCALE MARINE INC.

HIGHBIRD MANAGEMENT INC.
 RED ROSE SHIPPING CORP.

GINGER SERVICES CO.
 QUENA SHIPMANAGEMENT INC.

ASTRA MARITIME CORPORATION
 PRIMAVERA SHIPPING CORPORATION

PUEBLO HOLDINGS LTD
 BEAUFIKS SHIPPING CORPORATION

ROWBOAT MARINE INC.
 CORSAIR SHIPPING LTD.

PHAROS NAVIGATION S.A.
 SIZZLING VENTURES INC.

SHIKHAR VENTURES S.A.
 TAHARQA SPIRIT CORP.

RHEIA ASSOCIATES CO.
 RUMER HOLDING LTD.

KLEIMAR NV
 NAV HOLDINGS LIMITED

NAVIOS CORPORATION
 ANEMOS MARITIME HOLDINGS INC.

NAVIOS SHIPMANAGEMENT INC.
 AEGEAN SHIPPING CORPORATION

ARC SHIPPING CORPORATION
 MAGELLAN SHIPPING CORPORATION

IONIAN SHIPPING CORPORATION
 APOLLON SHIPPING CORPORATION

HERAKLES SHIPPING CORPORATION
 ACHILLES SHIPPING CORPORATION

KYPROS SHIPPING CORPORATION
 HIOS SHIPPING CORPORATION

MERIDIAN SHIPPING ENTERPRISES INC.
 MERCATOR SHIPPING
CORPORATION
 HORIZON SHIPPING ENTERPRISES CORPORATION

STAR MARITIME ENTERPRISES CORPORATION
 NAVIOS HANDYBULK INC.

NAVIOS INTERNATIONAL INC.
 NOSTOS SHIPMANAGEMENT CORP.

PORTOROSA MARINE CORP.
 WHITE NARCISSUS MARINE S.A.

HESTIA SHIPPING LTD.
 SERENITY SHIPPING ENTERPRISES INC.,

as Guarantors

		
	By:	 	 /s/ Vasiliki Papaefthymiou

		 	Name: Vasiliki Papaefthymiou
		 	Title: Director and Authorized Officer


 [Signature Page to Fifth Supplemental Indenture] 







 
			
	KLEIMAR LTD., as Guarantor
		
	By:	 	 /s/ George Achniotis

		 	Name: George Achniotis
		 	Title: Secretary and Director
	
	NAVIMAX CORPORATION, as Guarantor
		
	By:	 	 /s/ Shunji Sasada

		 	Name: Shunji Sasada
		 	Title: President
	
	NAVIOS TANKERS MANAGEMENT INC.
		
	By:	 	 /s/ Alexandros Laios

		 	Name: Alexandros Laios
		 	Title: Secretary/Director


 [Signature Page to Fifth Supplemental Indenture] 







 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	        By:	 	 /s/ Martin Reed

		 	Name: Martin Reed
		 	Title: Vice President


 [Signature Page to Fifth Supplemental Indenture]