EX-10.2



 Exhibit 10.2 

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 24, 2014, among Navios Maritime
Holdings Inc., a Marshall Islands corporation, (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Navios Asia LLC, Jasmine Shipping
Corporation, Iris Shipping Corporation and Emery Shipping Corporation, each a Marshall Islands limited liability company or corporation, as applicable, and indirect wholly owned subsidiary of the Company (together with Holdings Europe, 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 29, 2013 providing for the issuance of 7.375% First Priority Ship Mortgage Notes due 2022
(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 Second 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. 

3. NEW YORK LAW TO GOVERN. THIS SECOND 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. 







 4. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
 5. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
 6. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Second 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 Second Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

					
	NAVIOS ASIA LLC, as Guarantor
		
	By:	 	 /s/ George Achniotis

		 	Name:	 	George Achniotis
		 	Title:	 	Manager
	
	JASMINE SHIPPING CORPORATION
	IRIS SHIPPING CORPORATION
	EMERY SHIPPING CORPORATION, as Guarantors
		
	By:	 	 /s/ George Achniotis

		 	Name:	 	George Achniotis
		 	Title:	 	Secretary/Treasurer/President of Emery Shipping Corporation
	
	NAVIOS MARITIME HOLDINGS INC.
		
	By:	 	 /s/ Angeliki Frangou

		 	Name:	 	Angeliki Frangou
		 	Title:	 	Chief Executive Officer
		
	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 and Secretary


 [Signature Page to Second Supplemental Indenture] 







 
			
	NAVIOS HOLDINGS EUROPE FINANCE INC., as Guarantor
		
	By:	 	 /s/ Alexandros Laios

		 	Name:  Alexandros Laios
		 	Title:    Secretary
	
	TRIANGLE SHIPPING CORPORATION
	ESMERALDA SHIPPING CORPORATION, as Guarantors
		
	By:	 	 /s/ George Achniotis

		 	Name:  George Achniotis
		 	Title:    President
	
	 DIESIS SHIPMANAGEMENT LTD
 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.

HIGHBIRD MANAGEMENT INC.
 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 NV
 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



 [Signature Page to Second Supplemental Indenture] 








					
	 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.
 SERENITY SHIPPING ENTERPRISES INC.,
 as
Guarantors

		
	By:	 	 /s/ Vasiliki Papaefthymiou

		 	Name:	 	Vasiliki Papaefthymiou
		 	Title:	 	Director and Authorized Officer


 [Signature Page to Second Supplemental Indenture] 







 
					
	KLEIMAR LTD., as Guarantor
		
	By:	 	 /s/ George Achniotis

		 	Name:	 	George Achniotis
		 	Title:	 	Secretary and Director
	
	NAVIMAX CORPORATION, as Guarantor
		
	By:	 	 /s/ Shunji Sasada

		 	Name:	 	Shunji Sasada
		 	Title:	 	President
	
	NAVIOS TANKERS MANAGEMENT INC.
		
	By:	 	 /s/ Alexandros Laios

		 	Name:	 	Alexandros Laios
		 	Title:	 	Secretary/Director


 [Signature Page to Second Supplemental Indenture] 







 
					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

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


 [Signature Page to Second Supplemental Indenture]