exv10w1






Exhibit 10.1




          SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March
30, 2010, among Navios Maritime Holdings Inc., a Marshall Islands corporation, (the “Company”),
Navios Maritime Finance (US) Inc., a Delaware corporation (together with the Company, the
“Co-Issuers”), and Aegean Sea Maritime Holdings Inc., a Marshall Islands corporation and a wholly
owned subsidiary of the Company (“Aegean”) and Vector Shipping Corporation, Armogos Shipping
Corporation, Andros Shipping Corporation, Antiparos Shipping Corporation, Ikaria Shipping
Corporation, Kos Shipping Corporation, Mytilene Shipping Corporation, Sifnos Shipping Corporation,
Skiathos Shipping Corporation, Syros Shipping Corporation, each a Marshall Islands corporation and
an indirect subsidiary of the Company (each, with Aegean, a “Guaranteeing Subsidiary” and,
together, 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”) and as collateral trustee (or its
permitted successor) under the Indenture referred to below (the “Collateral Trustee”).



          WITNESSETH



          WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of November 2, 2009 providing for the issuance of
87/8% First Priority Ship Mortgage Notes due 2017 (the “Notes”);



          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
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 Second Supplemental Indenture.



          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the 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. The 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 SECOND 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 Second 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 Second Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Co-Issuers.



 









 





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



	 	 	 	 	 
	 	AEGEAN SEA MARITIME HOLDINGS INC.

AMORGOS SHIPPING CORPORATION

ANDROS SHIPPING CORPORATION

ANTIPAROS SHIPPING CORPORATION

IKARIA SHIPPING CORPORATION

KOS SHIPPING CORPORATION

MYTILENE SHIPPING CORPORATION

SIFNOS SHIPPING CORPORATION

SKIATHOS SHIPPING CORPORATION

SYROS SHIPPING CORPORATION

VECTOR SHIPPING CORPORATION

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Secretary/Director 	 
	 
	 	NAVIOS MARITIME HOLDINGS INC.

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou 	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Executive Vice President, Legal 	 
	 




 









 





	 	 	 	 	 
	 	NAVIOS MARITIME FINANCE (US) INC.

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	President 	 
	 
	 	ARAMIS NAVIGATION INC.

DUCALE MARINE INC.

KOHYLIA SHIPMANAGEMENT S.A.

HIGHBIRD MANAGEMENT INC.

CUSTOMIZED DEVELOPMENT S.A.

FLORAL MARINE LTD.

RED ROSE SHIPPING CORP.

PANDORA MARINE INC.

GINGER SERVICES CO.

QUENA SHIPMANAGEMENT INC.

ASTRA MARITIME CORPORATION

PRIMAVERA SHIPPING CORPORATION

PUEBLO HOLDINGS LTD.

SURF MARITIME CO.

BEAUFIKS SHIPPING CORPORATION

ROWBOAT MARINE INC.

CORSAIR SHIPPING LTD.

ORBITER SHIPPING CORP.

PHAROS NAVIGATION S.A.

SIZZLING VENTURES INC.

SHIKHAR VENTURES S.A.

TAHARQA SPIRIT CORP.

RHEIA ASSOCIATES CO.

RUMER HOLDING LTD.

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

STAR MARITIME ENTERPRISES CORPORATION

NAVIOS HANDYBULK INC.

NAVIOS INTERNATIONAL INC.

NOSTOS SHIPMANAGEMENT CORP.

PORTOROSA MARINE CORP.

WHITE NARCISSUS MARINE S.A.

HESTIA SHIPPING LTD.

     as Guarantors

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Director and Authorized Officer 	 
	 
	 	KLEIMAR LTD., as a Guarantor

 	 
	 	By:  	/s/ George Akhniotis	 
	 	 	Name:  	George Akhniotis 	 
	 	 	Title:  	Secretary and Director 	 
	 
	 	NAVIMAX CORPORATION, as a Guarantor

 	 
	 	By:  	/s/ Shunji Sasada	 
	 	 	Name:  	Shunji Sasada 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

     as Trustee

 	 
	 	By:  	/s/ Martin Reed	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

     as Collateral Trustee

 	 
	 	By:  	/s/ Martin Reed	 
	 	 	Authorized Signatory