Third Supplemental Indenture, dated April 18, 2012



 Exhibit 10.1 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 18, 2012, among Navios Maritime
Holdings Inc., a Marshall Islands corporation (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation, (“Navios Finance” and, together with the Company, the “Co-Issuers”), and
Serenity Shipping Enterprises Inc., 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 (as amended and supplemented, 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 Third 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 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 the 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. 
  

			
	SERENITY SHIPPING ENTERPRISES INC.
		
	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
	
	MANDORA SHIPPING LTD
	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