exv10w1






Exhibit 10.1




     FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August
10, 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 Aquis Marine Corp., a Marshall Islands corporation and a direct subsidiary of
the Company (“Aquis”) and Navios Tankers Management Inc., a Marshall Islands corporation and an
indirect subsidiary of the Company (“Navios Tankers” and each, with Aquis, a “Guaranteeing
Subsidiary” and, together the “Guaranteeing Subsidiaries”), 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 Fifth 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 FIFTH 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture to be
duly executed and attested, all as of the date first above written.














	 	 	 	 	 
	 	AQUIS MARINE CORP.
 	 
	 	By:  	/s/ Vasiliki Papaefthymiou
 	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Secretary/Director 	 
	 







































	 	 	 	 	 
	 	NAVIOS TANKERS MANAGEMENT INC.

 	 
	 	By:  	/s/Alexandros Laios
 	 
	 	 	Name:  	Alexandros Laios 	 
	 	 	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 	 
	 


FAITH MARINE LTD.

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.

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 Achniotis
 	 
	 	 	Name:  	George Achniotis 	 
	 	 	Title:  	Secretary and Director 	 



 









 






	 	 	 	 	 
	 	NAVIMAX CORPORATION, 

     as a Guarantor

 	 
	 	By:  	/s/ Shunji Sasada
 	 
	 	 	Name:  	Shunji Sasada 	 
	 	 	Title:  	President 	 
	 
	 	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