0000950123-11-007887 Sample Contracts

Registration Rights Agreement Dated as of January 28, 2011 among NAVIOS MARITIME HOLDINGS INC. NAVIOS MARITIME FINANCE II (US) INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Commerz Markets LLC DVB Capital...
Registration Rights Agreement • February 1st, 2011 • Navios Maritime Holdings Inc. • Deep sea foreign transportation of freight • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2011 by and 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”), each of the guarantors listed in Schedule A attached hereto (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and each other Initial Purchaser set forth on Schedule B attached hereto collectively, the “Initial Purchasers”), for whom Merrill is acting as representative (the “Representative”).

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NAVIOS MARITIME HOLDINGS INC. and NAVIOS MARITIME FINANCE II (US) INC., as Co- Issuers the GUARANTORS party hereto, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 28, 2011 8⅛% Senior Notes due 2019
Indenture • February 1st, 2011 • Navios Maritime Holdings Inc. • Deep sea foreign transportation of freight • New York

INDENTURE dated as of January 28, 2011 among Navios Maritime Holdings Inc., a Marshall Islands corporation, as issuer (“Navios” or the “Company”) and Navios Maritime Finance II (US) Inc., a Delaware corporation, as co-issuers (“Navios Finance”, with the Company and Navios Finance being referred to herein individually as a “Co-Issuer” and collectively as “Co-Issuers”), each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

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Supplemental Indenture • February 1st, 2011 • Navios Maritime Holdings Inc. • Deep sea foreign transportation of freight • New York

THIRTY SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 28, 2011, is entered into by and among Navios Maritime Holdings Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A. (or its permitted successor) as trustee under the Indenture referred to below (the “Trustee”).

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