Second Supplemental Indenture



 Exhibit 10.2 

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 29, 2011, among Navios
Maritime Holdings Inc., a Marshall Islands corporation (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation, (together with the Company, the “Co-Issuers”), and Mandora Shipping Ltd, a
Marshall Islands corporation and an indirect subsidiary of the Company (the “Guaranteeing Subsidiary”), 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 (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 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. 
  

					
	MANDORA SHIPPING LTD
		
	By:	 	/s/ Vasiliki Papaefthymiou
		 	Name:	 	Vasiliki Papaefthymiou
		 	Title:	 	Director/Secretary
	
	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
	
	 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.

KOHYLIA SHIPMANAGEMENT S.A.

HIGHBIRD MANAGEMENT INC.

FLORAL MARINE LTD.

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 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 Achniotis
		 	Name:	 	George Achniotis
		 	Title:	 	Secretary and Director










					
	
	NAVIMAX CORPORATION, as a Guarantor
		
	By:	 	/s/ Shunji Sasada
		 	Name:	 	Shunji Sasada
		 	Title:	 	President
	
	NAVIOS TANKERS MANAGEMENT INC.
		
	By:	 	/s/ Alexandros Laios
		 	Name:	 	Alexandros Laios
		 	Title:	 	Secretary/Director
	
	WELLS FARGO BANK, N.A., as Trustee
		
	By:	 	/s/ Martin Reed
		 	Name:	 	Martin Reed
		 	Title:	 	Vice President