Eighth Supplemental Indenture



 Exhibit 10.3 

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of December 29, 2011, 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 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”) 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 8 7/8% 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 Eighth 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 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. 
 5. COUNTERPARTS. The parties may sign any number of copies of this Eighth 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 Eighth 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 Eighth 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 (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.

NAVIOS MARITIME FINANCE II (US) INC.
 AQUIS
MARINE CORP.
 FAITH MARINE LTD.
 VECTOR
SHIPPING CORPORATION
 ARAMIS NAVIGATION INC.
 DUCALE MARINE INC.
 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 Akhniotis
		 	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


  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
         as Collateral Trustee

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