exv10w2






Exhibit 10.2




          THIRTY SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January
28, 2011, is entered into by and among Navios Maritime Holdings Inc., a corporation organized under
the laws of the Republic of the Marshall Islands (the “Company”), the 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”).




W I T N E S S E T H




          WHEREAS, the Company has 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 Company has offered to purchase for cash any and all of the outstanding Notes
(the “Tender Offer”) and requested that Holders of the Notes deliver their consents (the
“Consents”) to eliminate substantially all of the restrictive covenants and modify or eliminate
certain events of default contained in the Indenture pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated January 13, 2011 (the “Statement”), and the related Letter of
Transmittal and Consent;




          WHEREAS, Section 9.02(a) of the Indenture provides that the Company and the Trustee may amend
or supplement the Indenture, the Notes and the Note Guarantees with the consent of the Holders of
at least a majority in aggregate principal amount of the then-outstanding Notes voting as a single
class (including, consents obtained in connection with a purchase of, or tender offer for, Notes);




          WHEREAS, (i) Holders of at least a majority in aggregate principal amount of the Notes
outstanding (determined as provided for by the Indenture) have duly consented in writing to the
proposed amendments set forth in the Statement and this Supplemental Indenture in accordance with
Section 9.02 of the Indenture and (ii) all other conditions precedent provided under the Indenture
to permit the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture
have been satisfied, in each case, as certified by an Officers’ Certificate delivered to the
Trustee on the date hereof;




          WHEREAS, this Supplemental Indenture shall be effective upon its execution by the Company, the
Guarantors and the Trustee, and the amendments effected by this Supplemental Indenture shall become
operative with respect to the Notes on the Initial Payment Date (as defined herein) in accordance
with Section 3 hereof;




          WHEREAS, the Company has requested the Trustee to join with it in entering into this
Supplemental Indenture for the purpose of amending the Indenture in accordance with the Proposed
Amendments (as defined in the Statement) to eliminate substantially all of the restrictive
covenants and modify or eliminate certain events of default contained in the Indenture, as
permitted by Section 9.02(a) of the Indenture; and




          WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




 









 





          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors 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. AMENDMENTS.



          (a) Amendment of Article 4. Subject to Section 3 hereof, the Indenture is hereby amended by
deleting the following Sections of Article 4 of the Indenture and all references thereto: 4.04,
4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19, in each case
in its entirety, and replacing each such Section with the following: “INTENTIONALLY OMITTED.”




          (b) Amendment of Article 5. Subject to Section 3 hereof, the Indenture is hereby amended by
(A) deleting the colon and the “(1)” which precede the words “either: (a) the Company” in Section
5.01(a) of the Indenture, (B) deleting the semicolon and replacing it with a period at the end of
current clause (1) of Section 5.01(a), (C) deleting clause (2) and clause (3) of Section 5.01(a) of
the Indenture, in each case in its entirety, (D) deleting the colon and the “(1)” which precede the
words “subject to the Note Guarantee” in Section 5.01(b) of the Indenture, (E) deleting the
semicolon and the word “and” and replacing them with a period at the end of current clause (1) of
Section 5.01(b) and (F) deleting clause (2) of Section 5.01(b) of the Indenture in its entirety.




          (c) Amendment of Article 6. Subject to Section 3 hereof, the Indenture is hereby amended by
(A) deleting the following Sections of Article 6 of the Indenture and all references thereto:
6.01(3), 6.01(4), 6.01(5), 6.01(6) and 6.01(7), in each case in its entirety, and replacing each
such Section with the following: “INTENTIONALLY OMITTED.” and (B) deleting Section 6.01(8) and
Section 6.01(9) in their entirety and replacing Section 6.01(8) and Section 6.01(9) with the
following:





“(8) the Company as debtor in an involuntary case pursuant to or within the
meaning of any Bankruptcy law:




     (a) commences a voluntary case or proceeding,




     (b) consents to the entry of an order for relief or decree against it
in an involuntary case or proceeding,




     (c) consents to the appointment of a Custodian of it or for all or
substantially all of its assets;




     (d) makes a general assignment for the benefit of its creditors,




     (e) admits in writing its inability to pay its debts generally as they
become due, or




     (f) files a petition or answer or consent seeking reorganization or
relief; and



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(9) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:




     (a) is for relief against the Company as debtor in an involuntary case
or proceeding;




     (b) appoints a Custodian of the Company or a Custodian for all or
substantially all of the assets of the Company or adjudges the Company
bankrupt or insolvent or approves as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of
the Company; or




     (c) orders the winding up or liquidation of the Company;




and the order or decree remains unstayed and in effect for 60 consecutive
days.”



          (d) Amendment of Article 8. Subject to Section 3 hereof, the Indenture is hereby amended by
adding the following to Section 8.06 as the last paragraph:





     “Notwithstanding anything in this Article Eight to the contrary, upon the
Company’s written request, the Trustee may use amounts held in trust in connection
with a satisfaction and discharge of the Indenture to pay all principal and interest
due to Holders who tender their Notes to the Company for purchase before such Notes
are paid in full at redemption or maturity, as the case may be, as long as the
Company delivers to the Trustee an Officers’ Certificate stating that sufficient
funds will remain in deposit to pay at redemption or maturity, as the case may be,
all principal and interest due on Notes not tendered for purchase.”



          (e) Amendment of Notes. Subject to Section 3 hereof, any of the terms or provisions present
in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental
Indenture shall also be amended, mutatis mutandis, so as to be consistent with the amendments made
by this Supplemental Indenture.




          (f) Amendment of Definitions. Subject to Section 3 hereof, any defined terms present in the
Indenture, the Notes or the Note Guarantees but no longer used as a result of the amendments made
by this Supplemental Indenture are hereby eliminated in the Indenture. The definition of any
defined term used in the Indenture, the Notes or the Note Guarantees where such definition is set
forth in any of the sections or subsections of the Indenture that are eliminated by this
Supplemental Indenture and the term it defines is still used elsewhere in the Indenture, the Notes
or the Note Guarantees after the amendments hereby become operative shall be deemed to become part
of, and defined in, Section 1.01 of the Indenture. Such defined terms are to be in alphanumeric
order within Section 1.01 of the Indenture.




          (g) Amendment of References. The Indenture and the Notes are hereby amended by deleting all
references in the Indenture and the Notes to those sections and subsections that are deleted as a
result of the amendments made by this Supplemental Indenture.




     3. EFFECT AND OPERATION OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall be
effective and binding immediately upon its execution by the



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Company, the Guarantors and the Trustee, and thereupon this Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby; provided however,
notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary, the
amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon
and simultaneously with, and shall have no force and effect prior to, the Company’s acceptance and
initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer
and representing at least a majority in aggregate principal amount of the then-outstanding Notes
(such date of payment, the “Initial Payment Date”). Prior to the time the Company purchases any
Notes pursuant to the Tender Offer, the Company may terminate this Supplemental Indenture upon
written notice to the Trustee, including in connection with any termination or withdrawal of the
Tender Offer or the solicitation of Consents with respect to the Proposed Amendments (as defined in
the Statement) or if for any other reason the Notes are not accepted for payment pursuant to the
Tender Offer. If the Tender Offer is terminated or withdrawn, or the Company does not accept for
purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become
operative. Except as modified and amended by this Supplemental Indenture, all provisions of the
Indenture and the Notes shall remain in full force and effect.




     4. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture is an
indenture supplemental to, and in implementation of, the Indenture, and the Indenture and this
Supplemental Indenture shall henceforth be read and construed together.



     5. TRUST INDENTURE ACT CONTROLS. If any provision of the Indenture, as amended by this
Supplemental Indenture, limits, qualifies or conflicts with another provision which is required or
deemed to be included in the Indenture, as amended by this Supplemental Indenture, by the Trust
Indenture Act, such required or deemed provision of the Trust Indenture Act shall control.



     6. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. No past, present
or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or such Guarantor under the
Notes, the Note Guarantees, the Indenture, as amended by this Supplemental Indenture, or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



     7. NEW YORK LAW TO GOVERN. THIS 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.



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     8. SEVERABILITY. In case any provision in this Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



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



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



     11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Company.



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



	 	 	 	 	 
	 	Very truly yours,



NAVIOS MARITIME HOLDINGS INC.

 	 
	 	By:  	                    /s/ George Achniotis
 	 
	 	 	Name:  	George Achniotis 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 





	 	 	 	 	 
	 	AQUIS MARINE CORP.

 	 
	 	By:  	                  /s/ Vasiliki Papaefthymiou
 	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	President/Director 	 
	 
	 	NAVIOS TANKERS MANAGEMENT INC.

 	 
	 	By:  	                   /s/ Alexandros Laios
 	 
	 	 	Name:  	Alexandros Laios 	 
	 	 	Title:  	Secretary/Director 	 
	 
	 	 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.

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

 	 
	 	 	 
	 	 	 
	 	 	 
	 



[Signature Page to Supplemental Indenture]




 









 








	 	 	 	 	 
	 	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 	 
	 



[Signature Page to Supplemental Indenture]





 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Trustee

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



[Signature Page to Supplemental Indenture]