EX-10.2



 EXHIBIT 10.2 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 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 Lavender Shipping Corporation,
a Marshall Islands corporation, and indirect wholly owned 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”) 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 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. 

3. 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. 

4. 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. 







 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 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. 

[Signature Pages Follow] 







 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. 
  

			
	 LAVENDER SHIPPING CORPORATION, as

Guarantor

		
	By:	 	 /s/ George Akhniotis

		 	Name:   George Akhniotis
		 	Title:     President/Director
	
	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



  
 [Signature Page to Third
Supplemental Indenture] 








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

		 	Name:	 	George Achniotis
		 	Title:	 	Manager
	
	 JASMINE SHIPPING CORPORATION
 IRIS
SHIPPING CORPORATION, as Guarantors

		
	By:	 	 /s/ George Akhniotis

		 	Name:	 	George Achniotis
		 	Title:	 	Treasurer/Director
	
	EMERY SHIPPING CORPORATION, as Guarantor
		
	By:	 	 /s/ George Akhniotis

		 	Name:	 	George Achniotis
		 	Title:	 	President/Director
	
	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 Akhniotis

		 	Name:	 	George Achniotis
		 	Title:	 	President



  
 [Signature Page to Third
Supplemental Indenture] 








 
	
	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
	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.



  
 [Signature Page to Third
Supplemental Indenture] 








 
			
	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 Third
Supplemental Indenture] 








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

		 	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 Third
Supplemental Indenture] 








 
					
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION,
 as
Trustee

		
	        By:	 	 /s/ Yana Klslenko

		 	Name:	 	Yana Klslenko
		 	Title:	 	Vice President
	
	WELLS FARGO BANK, NATIONAL
	 ASSOCIATION,

as Collateral Trustee

		
	        By: 	 	 /s/ Yana Klslenko

		 	Name:	 	Yana Klslenko
		 	Title:	 	Vice President



  
 [Signature Page to Third
Supplemental Indenture]