exv10w2






Exhibit 10.2





			
	To:	 	SHIKHAR VENTURES S.A.

80 Broad Street

Monrovia

Liberia






			
	From:	 	DNB NOR BANK ASA

20 St Dunstan’s Hill

London EC3R 8HY

England





24 September 2010



Dear Sirs



Loan Agreement dated 28 August 2009 (as amended by a letter dated 22 December 2009, the “Loan
Agreement”) made between (i) yourselves as Borrower, (ii) ourselves as Lender, (iii) ourselves as
Agent and Account Bank, (iv) ourselves as Security Trustee and (v) ourselves as Swap Bank in
respect of a loan facility of up to USD66,500,000.



We refer to the Loan Agreement. Words and expressions defined in the Loan Agreement and the other
Security Documents shall have the same meanings when used in this Letter unless the context
otherwise requires.



We write in reference to your request to agree to amend certain terms of the Loan Agreement, and
this letter sets out the terms and conditions on which we agree thereto.



The Banks hereby agree to the amendments to the Loan Agreement set out below.



With effect on and from the date of this Letter the Loan Agreement shall be, and shall be deemed by
this Letter to be, amended as follows:





	(a)	 	by deleting from Clause 1.2 thereof the definition of “Group” and replacing it with:
	 
	 	 	““Group” means the Corporate Guarantor and its subsidiaries including any subsidiary which
is listed on any public stock exchange in respect of whose obligations to any person the
Corporate Guarantor has given a guarantee, unless such guarantee is in respect of trade
and operating obligations in the normal course of business only, in which case such
subsidiary shall not be a Group Member and not including any subsidiary listed on any
public stock exchange in respect of which the Corporate Guarantee has not issued any
guarantee;”;
	 
	(b)	 	by deleting from Clause 1.2 thereof the definitions of “SEC Group” and “SEC Group Member” and
replacing all references throughout the Loan Agreement and the Corporate Guarantee to (i) “SEC
Group” with “Group” and (ii) “SEC Group Member” with “Group Member”;
	 
	(c)	 	by replacing the word “Borrower” in the definition of “Compliance Certificate” in clause 1.2
with the words “Corporate Guarantor”;
	 
	(d)	 	by adding in the definition of ““Total Assets” and “Total Liabilities”” in Clause 1.2 after
the words “Clause 8.2.2” the words “(but taking into account any charter in respect of which
Charter Insurances are in place)”;
	 
	(e)	 	by adding (i) in the definition of “Total Loss” in Clause 1.2 after the words “thirty (30)”
and (ii) in Clause 10.1.20 after the words “fifteen (15)” the words “(or, in the case of
seizure of the Vessel by pirates, ninety (90))”;














 












	(f)	 	by deleting in Clause 4.3.1(e) the words “thirty (30) days, upon the expiry of the period of
thirty (30) days” and replacing them with the words “thirty (30) (or, in the case of an act of
piracy, ninety (90)) days, upon the expiry of the period of thirty (30) or, as the case may
be, ninety (90) days”;
	 
	(f)	 	by construing references throughout to “this Agreement”, “hereunder” and other like
expressions as if the same referred to the Loan Agreement as amended and supplemented by this
Letter.




A person who is not a party to this Letter has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Letter.



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



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



Yours faithfully




	 	 	 

	/s/ ROBIN PARRY
	 	 
	ROBIN PARRY
	 	 
	attorney-in-fact of
	 	 
	DNB NOR BANK ASA
	 	 
	as Lender, Agent, Account Bank,
	 	 
	Security Trustee and Swap Bank
	 	 





Agreed and accepted this 24th day of September 2010




	 	 	 

	/s/ TODD JOHNSON
	 	 
	TODD JOHNSON
	 	 
	the duly authorised attorney-in-fact of
	 	 
	SHIKHAR VENTURES S.A.
	 	 
















 





We as of 24 September 2010 hereby confirm and acknowledge that we have read and
understood the terms and conditions of the above letter 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 Loan Agreement (as amended by the letter) and shall, without
limitation, secure the Loan.




	 	 	 

	/s/ ANGELIKI FRANGOU
	 	 
	ANGELIKI FRANGOU

	 	 
	For and on behalf of
	 	 
	NAVIOS MARITIME HOLDINGS INC.