Contract

Exhibit 10.4

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 31, 2018, among Navios Maritime Holdings Inc., a Xxxxxxxx Islands corporation, (the “Company”), Navios Maritime Finance II (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), Pacifico Navigation Corp., a Xxxxxxxx Islands corporation and an indirect wholly owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx 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 21, 2017 providing for the issuance of 11.25% Senior Secured 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 Second 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, the Co-Issuers 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 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 the Guaranteeing Subsidiary and the Co-Issuers.

[Signature Pages Follow]

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.

PACIFICO NAVIGATION CORP.
By.		/s/ XXXXXXXX XXXXXXXXXXXXX
		Name:		Xxxxxxxx Xxxxxxxxxxxxx
		Title:		Authorized Officer
NAVIOS MARITIME HOLDINGS INC.
By.		/s/ XXXXXXXX XXXXXXXXXXXXX
		Name:		Xxxxxxxx Xxxxxxxxxxxxx
		Title:		Executive Vice President, Legal
NAVIOS MARITIME FINANCE II (US) INC.
By.		/s/ XXXXXXXX XXXXXXXXXXXXX
		Name:		Xxxxxxxx Xxxxxxxxxxxxx
		Title:		President

[Signature Page to Second Supplemental Indenture]

ALPHA MERIT CORPORATION ASTEROID SHIPPING S.A. CLOUD ATLAS MARINE S.A. HEODOR SHIPPING INC. THALASSA MARINE S.A., as Guarantors
By.		/s/ XXXXXXXX XXXXXXXXXXXXX
		Name:		Xxxxxxxx Xxxxxxxxxxxxx
		Title:		Director/Secretary
DIESIS SHIPMANAGEMENT LTD MANDORA SHIPPING LTD SOLANGE SHIPPING LTD. TULSI SHIPMANAGEMENT CO. CINTHARA SHIPPING LTD XXXXXX 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. XXXXXXX VENTURES S.A. TAHARQA SPIRIT CORP. RHEIA ASSOCIATES CO. RUMER HOLDING LTD. KLEIMAR NV NAV HOLDINGS LIMITED NAVIOS CORPORATION

[Signature Page to Second Supplemental Indenture]

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/ XXXXXXXX XXXXXXXXXXXXX
		Name:		Xxxxxxxx Xxxxxxxxxxxxx
		Title:		Director and Authorized Officer
NAVIOS CONTAINERS MANAGEMENT INC.,             as Guarantor
By.		/s/ XXXXXXXXXX XXXXX XXXXXXXXXX
		Name:		Xxxxxxxxxx Xxxxx Kallifidas
		Title:		Director/Secretary
LAVENDER SHIPPING CORPORATION, as Guarantor
By.		/s/ XXXXXX XXXXXXXXX
		Name:		Xxxxxx Xxxxxxxxx
		Title:		President/Director

[Signature Page to Second Supplemental Indenture]

NAVIOS ASIA LLC, as Guarantor
By.		/s/ XXXXXX XXXXXXXXX
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Manager
JASMINE SHIPPING CORPORATION IRIS SHIPPING CORPORATION, as Guarantors
By.		/s/ XXXXXX XXXXXXXXX
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Treasurer/Director
XXXXX SHIPPING CORPORATION, as Guarantors
By.		/s/ XXXXXX XXXXXXXXX
		Name:		Xxxxxx Xxxxxxxxx
		Title:		President/Director

[Signature Page to Second Supplemental Indenture]

TRIANGLE SHIPPING CORPORATION
XXXXXXXXX SHIPPING CORPORATION, as Guarantors
By.		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title:   President
ROSELITE SHIPPING CORPORATION SMALTITE SHIPPING CORPORATION, as Guarantors
By.		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title:   President/Director
MOTIVA TRADING LTD, as Guarantor
By.		/s/ XXXX XXXXXXXXXX
		Name: Xxxx Kalathaki
		Title:   Director and Treasurer/Secretary
KLEIMAR LTD., as Guarantor
By.		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title:   Secretary and Director

[Signature Page to Second Supplemental Indenture]

NAVIMAX CORPORATION, as Guarantor
By.		/s/ XXXXXX XXXXXX
		Name: Xxxxxx Xxxxxx
		Title:   President
NAVIOS TANKERS MANAGEMENT INC., as Guarantor
By.		/s/ XXXXXXXXXX XXXXX
		Name: Xxxxxxxxxx Xxxxx
		Title:   Secretary/Director

[Signature Page to Second Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ XXXXX X. XXXXX
		Name: Xxxxx X. Xxxxx
		Title:   Assistant Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee
By:		/s/ XXXXX X. XXXXX
		Name: Xxxxx X. Xxxxx
		Title:   Assistant Vice President

[Signature Page to Second Supplemental Indenture]