exv10w3






Exhibit 10.3




          TWENTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Twenty-Eighth Supplemental Indenture”), dated
as of March 30, 2010, is entered into by and among Navios Maritime Holdings Inc., a Marshall
Islands corporation (the “Company”), and Aegean Sea
Maritime Holdings Inc., a Marshall Islands corporation and a wholly
owned subsidiary of the Company (“Aegean”) and Vector Shipping
Corporation, 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, 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, N.A. (or its permitted
successor) as trustee under the Indenture referred to below (the “Trustee”).




          WITNESSETH




          WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee
an indenture (as amended and supplemented, the “Indenture”), dated as of December 18, 2006
providing for the issuance of 91/2% Senior Notes due 2014 (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 such
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s 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 Twenty-Eighth 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.



3. NEW YORK LAW TO GOVERN. THIS TWENTY-EIGHTH 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.



4. COUNTERPARTS. The parties may sign any number of copies of this Twenty-Eighth Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.





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5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.



6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Twenty-Eighth 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 Company.







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     IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Eighth 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 	 
	 
	 	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.

 	 
	 	 	 
	 	 	 
	 	 	 



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	 	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

 	 
	 	 	 



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	 	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 	 



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	 	WELLS FARGO BANK, N.A., as Trustee

 	 
	 	By:  	/s/ Martin Reed	 
	 	 	Name:  	Martin Reed 	 
	 	 	Title:  	Vice President 	 
	 




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