Fifth Supplemental Indenture



 Exhibit 10.1 
 FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 15, 2011, among Navios Maritime Acquisition Corporation, a Marshall Islands corporation, (the
“Company”), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Oinousses Shipping Corporation, Psara Shipping Corporation and Antipsara Shipping
Corporation, (each a “Guaranteeing Subsidiary”), each a Marshall Islands corporation and an indirect subsidiary of the Company, 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”) 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 October 21, 2010 providing for the
issuance of 8 5/8% First Priority Ship Mortgage Notes due 2017 (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. 







 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. 
  

			
	 OINOUSSES SHIPPING CORPORATION
 ANTIPSARA SHIPPING CORPORATION
 PSARA SHIPPING CORPORATION

		
	By:	 	/s/ Alexandros Laios
		 	Name: Alexandros Laios
		 	Title: Secretary/Director


  

			
	 NAVIOS MARITIME ACQUISITION CORPORATION

		
	By:	 	/s/ Leonidas Korres
		 	Name: Leonidas Korres
		 	Title: Chief Financial Officer


  

			
	 NAVIOS ACQUISITION FINANCE (US) INC.

		
	By:	 	/s/ Vasiliki Papaefthymiou
		 	Name: Vasiliki Papaefthymiou
		 	Title: President/Secretary


  

			
	 SHINYO DREAM LIMITED

SHINYO KANNIKA LIMITED
 SHINYO LOYALTY
LIMITED
 SHINYO NAVIGATOR LIMITED

SHINYO OCEAN LIMITED
 SHINYO SAOWALAK
LIMITED
 SHINYO KIERAN LIMITED

		
	By:	 	/s/ Alexandros Laios
		 	Name: Alexandros Laios
		 	Title: Director









 
			
	 AEGEAN SEA MARITIME HOLDINGS INC.
 THERA SHIPPING CORPORATION
 TINOS SHIPPING CORPORATION

AMORGOS SHIPPING CORPORATION
 ANDROS SHIPPING
CORPORATION
 ANTIPAROS SHIPPING CORPORATION
 CRETE SHIPPING CORPORATION
 IKARIA SHIPPING CORPORATION

IOS SHIPPING CORPORATION
 KOS SHIPPING
CORPORATION
 MYTILENE SHIPPING CORPORATION
 RHODES SHIPPING CORPORATION
 SIFNOS SHIPPING CORPORATION

SKIATHOS SHIPPING CORPORATION
 SKOPELOS SHIPPING
CORPORATION
 SYROS SHIPPING CORPORATION

		
	By:	 	/s/ George Achniotis
		 	Name: George Achniotis
		 	Title: President/Director


  

			
	 KITHIRA SHIPPING CORPORATION
 ANTIKITHIRA SHIPPING CORPORATION
 AMINDRA NAVIGATION CO.

SERIFOS SHIPPING CORPORATION
 FOLEGANDROS
SHIPPING CORPORATION

		
	By:	 	/s/ Alexandros Laios
		 	Name: Alexandros Laios
		 	Title: Secretary/Director


  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	/s/ Martin Reed
		 	Name: Martin Reed
		 	Title: Vice President









 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Collateral Trustee

		
	By:	 	/s/ Martin Reed
		 	Name: Martin Reed
		 	Title: Vice President