TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”), dated as of January 7, 2008, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), Pharos Navigation S.A., a Marshall Islands corporation (the “Guaranteeing Subsidiary”) and an indirect subsidiary of the Company, the other 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”).

WITNESSETH

WHEREAS, the Company and the Guarantors have 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 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 Company’s 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 Twelfth 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 TWELFTH 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 Twelfth 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 Twelfth 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 Company.

 

 

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

 


	
                         
 	
                         
 	
                        PHAROS NAVIGATION S.A.
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        NAVIOS MARITIME HOLDINGS INC.
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Executive Vice President, Legal
 




 


	
                         
 	
                         
 	
                        SIZZLING VENTURES INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        SHIKHAR VENTURES S.A., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        TAHARQA SPIRIT CORP., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 

 

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                        RHEIA ASSOCIATES CO., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        RUMER HOLDING LTD., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        CHILALI CORP., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        NOSTOS SHIPMANAGEMENT CORP., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Secretary / Director
 




 


	
                         
 	
                         
 	
                        WHITE NARCISSUS MARINE S.A., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Vice President
 




 


	
                         
 	
                         
 	
                        KLEIMAR N.V., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou  
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 

 

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                        NAV HOLDINGS LIMITED, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        NAVIOS CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        ANEMOS MARITIME HOLDINGS INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        PORTOROSA MARINE CORP, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title: Secretary / Director
 




 


	
                         
 	
                         
 	
                        NAVIOS SHIPMANAGEMENT INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 

 

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                        AEGEAN SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        LIBRA SHIPPING ENTERPRISES CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        ALEGRIA SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        FELICITY SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        GEMINI SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 

 

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                        ARC SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        GALAXY SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        MAGELLAN SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        IONIAN SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        APOLLON SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 

 

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                        HERAKLES SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        ACHILLES SHIPPING CORPORATION,  as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        KYPROS SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        HIOS SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        MERIDIAN SHIPPING ENTERPRISES INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 

 

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                        MERCATOR SHIPPING CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        HORIZON SHIPPING ENTERPRISES CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        HYPERION ENTERPRISES INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        STAR MARITIME ENTERPRISES CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        NAVIMAX CORPORATION, as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
                        /s/ Shunji Sasada
 
	
                         
 	
                         
 	
                         
 	
                        Name: Shunji Sasada
 
	
                         
 	
                         
 	
                         
 	
                        Title:  President
 




 

 

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                        NAVIOS HANDYBULK INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        NAVIOS INTERNATIONAL INC., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Director and Authorized Officer
 




 


	
                         
 	
                         
 	
                        HESTIA SHIPPING LTD., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Authorized Officer
 




 


	
                         
 	
                         
 	
                        HESTIA SHIPPING LTD., as a Guarantor
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Vasiliki Papaefthymiou 
 
	
                         
 	
                         
 	
                         
 	
                        Name: Vasiliki Papaefthymiou
 
	
                         
 	
                         
 	
                         
 	
                        Title:  Authorized Officer
 




 


	
                         
 	
                         
 	
                        WELLS FARGO BANK, N.A., as Trustee
 
	
                          
 	
                         
 	
                         
 By: 
 	
      /s/ Jane Schweiger 
 
	
                         
 	
                         
 	
                         
 	
                        Authorized Signatory
 




 

 

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