SECOND SUPPLEMENTAL AGREEMENT

Exhibit 10.3

Private and Confidential

Date 30 March 2012

NOSTOS SHIPMANAGEMENT CORP.

and

RED ROSE SHIPPING CORP.

as Borrowers

COMMERZBANK AG

as Lenders

COMMERZBANK AG

as Arranger, Swap Bank, Agent, Account Bank

and Security Trustee

SECOND SUPPLEMENTAL AGREEMENT

in relation to a Facility Agreement dated 24 June 2009 (as amended)

for a term loan facility of up to US$240,000,000

INCE & CO

PIRAEUS

Index

Clause				Page No
1		INTERPRETATION			3
2		AGREEMENT OF THE LENDERS			3
3		CONDITIONS PRECEDENT			3
4		REPRESENTATIONS AND WARRANTIES			4
5		AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS			4
6		FURTHER ASSURANCES			5
7		FEES AND EXPENSES			6
8		NOTICES AND OTHER MATTERS			6
9		SUPPLEMENTAL			6
10		LAW AND JURISDICTION			7

THIS AGREEMENT is made on 30 March 2012

BETWEEN

(1) NOSTOS SHIPMANAGEMENT CORP. and RED ROSE SHIPPING CORP. as Borrowers;

(2) COMMERZBANK AG as Lenders;

(3) COMMERZBANK AG as Arranger, Agent, Account Bank and Security Trustee; and

(4) COMMERZBANK AG as Swap Bank.

BACKGROUND

(A) By a Facility Agreement dated 24 June 2009 (as amended by a supplemental agreement dated 28 January 2011) and made between the parties hereto, the Lenders made available to the Borrowers a term loan of (originally) up to US$240,000,000.

(B) The Borrowers have made a request to the Lenders that they agree to amend certain terms of the Facility Agreement, and this Agreement sets out the terms and conditions on which the Lenders agree thereto.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions. Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires.

1.2 Definitions. In this Agreement, unless the contrary intention appears:

“Facility Agreement” means the Facility Agreement referred to in Recital (A).

1.3 Application of construction and Interpretation provisions of Facility Agreement. Clauses 1.3, 1.4, 1.5 and 1.6 of the Facility Agreement apply, with any necessary modifications, to this Agreement.

2 AGREEMENT OF THE LENDERS

2.1 Lenders’ consent. The Lenders hereby agree to the amendments to the Facility Agreement set out in Clause 5 on condition that:

2.1.1 the Agent, or its authorised representative, has received the documents and evidence specified in Clause 3.1 in form and substance satisfactory to the Agent; and

2.1.2 the representations and warranties contained in clause 4 are then true and correct as if each was made with respect to the facts and circumstances existing at such time.

3 CONDITIONS PRECEDENT

3.1 Conditions precedent. The conditions referred to in Clause 2.1.1 are that the Agent shall have received the following documents:

(a) Corporate documents

Certified Copies of all documents which evidence or relate to the constitution of each Borrower and its current corporate existence;

(b) Corporate authorities

(i) Certified Copies of resolutions of the directors of each of the Borrowers approving this Supplemental Agreement to which it is a party and authorising the execution and delivery thereof and performance of the Borrowers’ obligations thereunder, additionally certified by an officer of such Borrower as having been duly passed at a duly convened meeting of the directors of such Borrower and not having been amended, modified or revoked and being in full force and effect; and

(ii) originals or Certified Copies of any powers of attorney issued by any Borrower pursuant to such resolutions

(c) Certificate of incumbency

a list of directors and officers of each Borrower, specifying the names and positions of such persons, certified by an officer of such Borrower to be true, complete and up to date;

(d) London agent

documentary evidence that the agent for service of process named in clause 19 of the Facility Agreement has accepted its appointment in respect of this Agreement;

(e) Acknowledgment

an acknowledgement (in a letter or otherwise) signed by each Security Party (other than the Borrowers) in such form as the Agent and the Majority Lenders may require in their sole discretion acknowledging the terms of this Agreement; and

(f) Further opinions, etc

any further opinions, consents, agreements and documents in connection with this Agreement and the Security Documents which the Agent may request by notice to the Borrowers.

4 REPRESENTATIONS AND WARRANTIES

4.1 Repetition of Facility Agreement representations and warranties. Each Borrower represents and warrants to each Bank that the representations and warranties in clause 7 of the Facility Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

5 AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS

5.1 Specific amendments to Facility Agreement. With effect on and from the date hereof the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

(a) by deleting the definition of “Required Security Amount” and replacing it with:

“Required Security Amount” means the amount in USD (as certified by the Agent) which is at any relevant time the Relevant Percentage of the aggregate of the Loan and any Swap Exposure where “Relevant Percentage” means:

(i) during 2009, 118%; and

(ii) thereafter up to and including 31 March 2013, 125%;

(iii) thereafter up to and including 31 December 2013, 143%; and

(iv) thereafter, 154%;”

(b) by adding at the end of the first paragraph of clause 4.1.1 the words “PROVIDED THAT, notwithstanding any other provisions of this Agreement, any prepayment in the amount of USD12,000,000 which shall be made by the Borrowers in March 2012 shall be applied (i) as to USD7,000,000, in reducing the Balloon Instalments by USD3,500,000 each and (ii) as to USD5,000,000, equally between the Tranches in reducing the next (after 30 March 2012) four repayment instalments of each Tranche by USD625,000 each.”

(c) by deleting clause 4.7.2 and replacing it with:

“4.7.2 Any amounts prepaid pursuant to clause 4.2 shall be applied against the Loan in reducing the repayment instalments in such manner and order as shall be agreed between the parties hereto, and in the absence of such agreement, in such manner and order as the Lenders shall require.”

(d) by construing references throughout to “this Agreement”, “hereunder” and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.

5.2 Amendments to Security Documents. With effect on and from the date hereof each of the Security Documents other than the Facility Agreement, shall be, and shall be deemed by this Agreement to be, amended as follows:

(a) the definition of, and references throughout each of the Security Documents to, the Facility Agreement and any of the other Security Documents shall be construed as if the same referred to the Facility Agreement and those Security Documents as amended and supplemented by this Agreement;

(b) by construing references throughout each of the Security Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to such Security Documents as amended and supplemented by this Agreement.

5.3 Security Documents to remain In full force and effect. The Security Documents shall remain in full force and effect as amended and supplemented by:

(a) the amendments to the Security Documents contained or referred to in Clauses 5.1 and 5.2; and

(b) such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

6 FURTHER ASSURANCES

6.1 Borrowers’ obligation to execute further documents etc. The Borrowers shall, and shall procure that any other party to any Security Document shall:

(a) execute and deliver to the Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Agent may, in any particular case, specify,

(b) effect any registration or notarisation, give any notice or take any other step, which the Agent may, by notice to the Borrowers or other party, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

6.2 Purposes of further assurances. Those purposes are:

(a) validly and effectively to create any Security Interest or right of any kind which the Lender intended should be created by or pursuant to the Facility Agreement or any other Security Document, each as amended and supplemented by this Agreement; and

(b) implementing the terms and provisions of this Agreement.

6.3 Terms of further assurances. The Agent may specify the terms of any document to be executed by the Borrowers or any other party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.

6.4 Obligation to comply with notice. The Borrowers shall comply with a notice under Clause 6.1 by the date specified in the notice.

6.5 Additional corporate action. At the same time as the Borrowers or any other party delivers to the Agent any document executed under Clause 6.1(a), the Borrowers or such other party shall also deliver to the Agent a certificate signed by 2 of the Borrower’s or that other party’s directors which shall:

(a) set out the text of a resolution of each Borrower’s or that other party’s directors specifically authorising the execution of the document specified by the Agent, and

(b) state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under each Borrower’s or that other party’s articles of association or other constitutional documents.

7 FEES AND EXPENSES

7.1 Expenses. The provisions of clause 5 (Fees and Expenses) of the Facility Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

8 NOTICES AND OTHER MATTERS

8.1 General. The provisions of clause 17 (Notices and other matters) of the Facility Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

9 SUPPLEMENTAL

9.1 Counterparts. This Agreement may be executed in any number of counterparts.

9.2 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

10 LAW AND JURISDICTION

10.1 Governing law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

10.2 Incorporation of the Facility Agreement provisions. The provisions of clauses 18 and 19 (Governing Law and Jurisdiction) of the Facility Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

SIGNED as a deed for and on behalf of		)		/s/ Xxxxxxxxxx Xxxxx
NOSTOS SHIPMANAGEMENT CORP.		)
by Xxxxxxxxxx Xxxxx		)
(as Borrower under and pursuant to		)
a power of attorney dated 28 March 2012)		)
SIGNED as a deed for and on behalf of		)		/s/ Xxxxxxxxxx Xxxxx
RED XXXX SHIPPING CORP.		)
by Xxxxxxxxxx Xxxxx		)
(as Borrower under and pursuant to		)
a power of attorney dated 28 March 2012)		)
SIGNED by Xxxxx Xxxxx		)		/s/ Xxxxx Xxxxx
for and on behalf of		)
COMMERZBANK AG		)
(as a Lender)		)
SIGNED by Xxxxx Xxxxx		)		/s/ Xxxxx Xxxxx
for and on behalf of		)
COMMERZBANK AG		)
(as Account Bank, Arranger, Agent,		)
Swap Bank and Security Trustee		)
Witness to all the above		)
Signatures: /s/ Xxxxxxx Paizes		)
Name: Xxxxxxx Paizes		)
Address: Ince & Co.		)
Akti Miaouli 00 - 00
Xxxxxxx 000 00
Xxxxxx

We on this 30^th day of March 2012 hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Second Supplemental Agreement and agree in all respects to the same and confirm that the Security Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Facility Agreement (as amended by the Second Supplemental Agreement) and shall, without limitation, secure the Loan.

/s/ Xxxxxxxx Papaefthymious				/s/ Xxxxxxxx Papaefthymious
XXXXXXXX XXXXXXXXXXXXX				XXXXXXXX XXXXXXXXXXXXX
For and on behalf of				For and on behalf of
NAVIOS MARITIME HOLDINGS INC				NAVIOS SHIPMANAGEMENT INC.
/s/ Xxxxxxxx Papaefthymious
XXXXXXXX XXXXXXXXXXXXX
For and on behalf of
ANEMOS MARITIME HOLDINGS INC.