Navios Maritime (NMPRY) 6-K Current report (foreign)

Exhibit 10.4

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of February 20, 2014, 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 Navios Holdings Europe Finance Inc., a Marshall Islands corporation and a direct wholly owned subsidiary of the Company (“Holdings Europe”) and Triangle Shipping Corporation and Esmeralda Shipping Corporation, each a Marshall Islands corporation 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”).

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 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.

[Signature Pages Follow]

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.

Navios Holdings Europe Finance Inc., as Guarantor
By:	/s/ Alexandros Laios
	Name: Alexandros Laios
	Title: Secretary / Director
Triangle Shipping Corporation
Esmeralda Shipping Corporation, as Guarantors
By:	/s/ Anna Kalathakis
	Name: Anna Kalathakis
	Title: Treasurer / 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 Fifth 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. 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 Fifth 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 Fifth Supplemental Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Martin Reed
	Name: Martin Reed
	Title: Vice President

[Signature Page to Fifth Supplemental Indenture]