Contract

          TWENTY-THIRD SUPPLEMENTAL INDENTURE (this “Twenty-third Supplemental Indenture”), dated as of July 2, 2009, is entered into by and among Navios Maritime Holdings Inc. (or its permitted successor), a Xxxxxxxx Islands corporation (the “Company”), Floral Marine Ltd., Red Rose Shipping Corp., and Pandora Marine Inc., each a Xxxxxxxx Islands corporation (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) and each an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).

          WITNESSETH

          WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of December 18, 2006 providing for the issuance of 9¹/2% Senior Notes due 2014 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s 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 Twenty-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 Subsidiaries 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 TWENTY-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 Twenty-third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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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 Twenty-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 Company.

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     IN WITNESS WHEREOF, the parties hereto have caused this Twenty-third Supplemental Indenture to be duly executed and attested, all as of the date first above written.

	FLORAL MARINE LTD.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Director and Authorized Officer
	RED ROSE SHIPPING CORP.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Director and Authorized Officer
	PANDORA MARINE INC.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Director and Authorized Officer
	NAVIOS MARITIME HOLDINGS INC.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Executive Vice President, Legal
	QUENA SHIPMANAGEMENT INC. ASTRA MARITIME CORPORATION PRIMAVERA SHIPPING CORPORATION PUEBLO HOLDINGS LTD. SURF MARITIME CO. BEAUFIKS SHIPPING CORPORATION ROWBOAT MARINE INC. CORSAIR SHIPPING LTD. SAGITTARIUS SHIPPING CORPORATION ORBITER SHIPPING CORP. PHAROS NAVIGATION S.A. SIZZLING VENTURES INC. XXXXXXX VENTURES S.A.

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	TAHARQA SPIRIT CORP. RHEIA ASSOCIATES CO. RUMER HOLDING LTD. CHILALI CORP. KLEIMAR N.V., 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 HYPERION ENTERPRISES INC. STAR MARITIME ENTERPRISES CORPORATION NAVIOS HANDYBULK INC. NAVIOS INTERNATIONAL INC., as Guarantors
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Director and Authorized Officer
	KLEIMAR LTD., as a Guarantor
	By:	/s/ Xxxxxx Akhniotis
		Name:	Xxxxxx Akhniotis
		Title:	Secretary and Director

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	NOSTOS SHIPMANAGEMENT CORP., as a Guarantor
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Secretary / Director
	WHITE NARCISSUS MARINE S.A., as a Guarantor
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Vice President
	PORTOROSA MARINE CORP, as a Guarantor
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Secretary / Director
	NAVIMAX CORPORATION, as a Guarantor
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	President
	HESTIA SHIPPING LTD., as a Guarantor
	By:	/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxxxxxxx
		Title:	Authorized Officer

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	XXXXX FARGO BANK, N.A., as Trustee
	By:	/s/ Xxxxxx Xxxx
		Authorized Signatory

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