exv10w2






Exhibit 10.2




          THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 7,
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 Crete Shipping Corporation, a Marshall Islands corporation, Rhodes Shipping Corporation, a
Marshall Islands corporation, Thera Shipping Corporation, a Marshall Islands corporation, Tinos
Shipping Corporation, a Marshall Islands corporation, Ios Shipping Corporation, a Cayman Islands
corporation and Skopelos Shipping Corporation, a Cayman Islands corporation (each a “Guaranteeing
Subsidiary”),each an indirect subsidiary of the Company, 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 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 Third 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 THIRD 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 Third 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 Third 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.



 









 





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



	 	 	 	 	 
	 	CRETE SHIPPING CORPORATION

RHODES SHIPPING CORPORATION

THERA SHIPPING CORPORATION

TINOS SHIPPING CORPORATION

IOS SHIPPING CORPORATION

SKOPELOS 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 	 
	 
	 	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

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