exv10w1






Exhibit 10.1




Date 1st June 2010




NAVIOS MARITIME PARTNERS L.P.

as Borrower



COMMERZBANK AG and DVB BANK SE

as Lenders



DVB BANK SE

as Swap Bank, Joint-Arranger, Agent,

and Security Trustee



and



COMMERZBANK AG

as Joint-Arranger, Payment Agent,

Account Bank and Swap Bank



 





FIFTH SUPPLEMENTAL AGREEMENT



 





in relation to a Facility Agreement dated 15 November 2007,

as amended by supplemental agreements dated 25 June 2008,

30 January 2009, 11 January 2010 and

30 March 2010







Piraeus









 









 








Index




	 	 	 	 	 	 	 	 
	Clause	 	 	 	Page No	 
	 	 	 	 
	 	 	 	 
	1	 	 	INTERPRETATION
	 	 	3	 
	 	 	 	 
	 	 	 	 
	2	 	 	AGREEMENT OF THE LENDERS
	 	 	5	 
	 	 	 	 
	 	 	 	 
	3	 	 	CONDITIONS PRECEDENT
	 	 	5	 
	 	 	 	 
	 	 	 	 
	4	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	 	 	 	 
	 	 	 	 
	5	 	 	AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS
	 	 	            8	 
	 	 	 	 
	 	 	 	 
	6	 	 	FURTHER ASSURANCES
	 	 	11	 
	 	 	 	 
	 	 	 	 
	7	 	 	FEES AND EXPENSES
	 	 	11	 
	 	 	 	 
	 	 	 	 
	8	 	 	NOTICES
	 	 	12	 
	 	 	 	 
	 	 	 	 
	9	 	 	SUPPLEMENTAL
	 	 	12	 
	 	 	 	 
	 	 	 	 
	10	 	 	LAW AND JURISDICTION
	 	 	12	 
	 	 	 	 
	 	 	 	 
	SCHEDULE — VESSEL DETAILS	 	 	14	 






2









 





THIS AGREEMENT is made on 1st June 2010



BETWEEN





	(1)	 	NAVIOS MARITIME PARTNERS L.P. as Borrower;
	 
	(2)	 	COMMERZBANK AG and DVB BANK SE as Lenders;
	 
	(3)	 	DVB BANK SE as Swap Bank, Joint-Arranger, Agent and Security Trustee; and
	 
	(4)	 	COMMERZBANK AG as Joint-Arranger, Payment Agent, Account Bank and Swap Bank.





BACKGROUND





	(A)	 	By a Facility Agreement dated 15 November 2007 as amended by supplemental agreements dated 25
June 2008, 30 January 2009, 11 January 2010 and 30 March 2010 and made between the parties
hereto the Lenders have made available to the Borrower a loan of (originally) up to
USD349,000,000.
	 
	(B)	 	The Borrower has made a request to the Lenders that they make available a further advance of
USD35,000,000 for the purpose of financing part of the purchase price of the NP Owner.
	 
	(E)	 	This Agreement sets out the terms and conditions on which the Lenders agree to make available
Advance G to the Borrower and the consequential amendments to the Facility Agreement and the
other Security Documents.





IT IS AGREED as follows:





	1	 	INTERPRETATION
	 
	1.1	 	Defined expressions. Words and expressions defined in the Facility Agreement and the other
Security Documents shall have the same meanings when used in this Agreement unless the context
otherwise requires.
	 
	1.2	 	Definitions. In this Agreement, unless the contrary intention appears:
	 
	 	 	“Advance G” means the advance of USD35,000,000, to be applied in re-financing part of the
purchase price of the Acquired Vessel;
	 
	 	 	“Advance G Drawdown Date” means the date requested by the Borrower for Advance G to be
made available, or (as the context requires) the date on which Advance G is actually
advanced to the Borrower;
	 
	 	 	“Available Advance G Commitment” means USD 35,000,000;
	 
	 	 	“Facility Agreement” means the Facility Agreement dated 15 November 2007 (as amended)
referred to in Recital (A);
	 
	 	 	“NP Charter Assignment” means, a specific assignment of the NP Charter required to be
executed hereunder by the NP Owner in favour of the Security Trustee (including any
notices and/or acknowledgements and/or undertakings associated therewith) in such form as
the Agent and the Majority Lenders may require in their sole discretion;
	 
	 	 	“NP Charter Insurance Assignment” means the deed of assignment of the Charter Insurances
in respect of the Acquired Vessel executed or to be executed by such named




3









 






	 	 	insured as the Agent may require in favour of the Security Trustee in such form as the
Agent and the Majority Lenders may require in their sole discretion;
	 
	 	 	“NP General Assignment” means a first priority general assignment of the Earnings, the
Insurances and any Requisition Compensation in respect of the Acquired Vessel executed or
to be executed by the NP Owner in favour of the Security Trustee, in such form as the
Agent and the Majority Lenders may in their sole discretion require;
	 
	 	 	“NP Guarantee” means the guarantee of the obligations of the Borrower under the Facility
Agreement and the Security Documents to be made by the NP Owner in favour of the Security
Trustee in such form as the Agent and the Majority Lenders may in their sole discretion
require;
	 
	 	 	“NP Manager’s Undertaking” means the undertaking and assignment required to be executed by
the Manager in favour of the Security Trustee in respect of the Acquired Vessel in such
form as the Agent and the Majority Lenders may require in their sole discretion;
	 
	 	 	“NP Mortgage” means a first preferred [Panamanian] ship mortgage made or to be made by the
NP Owner in respect of the Acquired Vessel in favour of the Security Trustee in such form
as the Agent and the Majority Lenders may in their sole discretion require;
	 
	 	 	“NP SPA” means, the share purchase agreement dated 20 May 2010 made between the NP Seller
as seller and the Borrower as buyer of all of the issued shares of and in the NP Owner;
	 
	 	 	“NP Mortgage Addendum” means, in respect of each of the Existing Vessels and the
Additional Vessels, an addendum to the Mortgage in respect thereof, in such form as the
Agent and the Majority Lenders may in their sole discretion require, and in the plural
means all of them; and
	 
	 	 	“NP Owner” means Surf Maritime Co., a corporation incorporated in the Marshall Islands
whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands, MH96960;
	 
	 	 	“NP Security Documents” means, together:






	 	(a)	 	the NP Charter Insurance Assignment;
	 
	 	(b)	 	the NP Guarantee;
	 
	 	(c)	 	the NP General Assignment;
	 
	 	(d)	 	the NP Mortgage;
	 
	 	(e)	 	the NP Charter Assignment;
	 
	 	(f)	 	the NP Manager’s Undertaking; and
	 
	 	(g)	 	the NP Mortgage Addenda






	 	 	and, in the singular, means any of them.
	 
	 	 	Words and expressions advised in the Schedule to this Agreement shall have the meanings
given to them therein as if set out in full in this Clause 1.2.




4









 






	1.3	 	Application of construction and Interpretation provisions of Facility Agreement. Clauses 1.3
to 1.6 (inclusive) of the Facility Agreement apply, with any necessary modifications, to this
Agreement.
	 	 
	2	 	AGREEMENT OF THE LENDERS
	 	 
	2.1	 	Agreement of the Lenders. The Lenders, relying upon each of the representations and
warranties in Clause 4 and subject to Clause 3, agree to make Advance G available to the
Borrower upon and subject to the terms of this Agreement and the Facility Agreement to enable
the Borrower to finance in part the purchase price of the NP Owner. Subject to the terms of
this Agreement, the obligations of the Lenders shall be to contribute to Advance G as to 50%
each.
	 	 
	3	 	CONDITIONS PRECEDENT
	 	 
	3.1	 	Advance of Advance G. The obligation of each Lender to make its Commitment available in
respect of Advance G is conditional upon:
	 	 
	3.1.1	 	the Agent, or its authorised representative, having received, on or prior to the Advance G
Drawdown Date, the documents and evidence specified in Clause 3.2 in form and substance
satisfactory to the Lenders;
	 	 
	3.1.2	 	the representations and warranties contained in Clause 4 being then true and correct as if
each was made with respect to the facts and circumstances existing at such time and the same
being unaffected by drawdown of Advance G; and
	 	 
	3.1.3	 	no Default having occurred and being continuing and there being no Default which would
result from the lending of Advance G.
	 	 
	3.2	 	Conditions precedent to Advance G. The conditions referred to in Clause 3.1 are that the
Agent shall have received the following documents on or before the Advance G Drawdown Date (or
such later date as the Agent may agree with the Borrower):






	(a)	 	Corporate documents
	 	 
	 	 	Certified Copies of all documents which evidence or relate to the constitution of each
Security Party (other than the Manager and the Shareholder) and its current corporate
existence;
	 	 
	(b)	 	Corporate authorities






	 	(i)	 	Certified Copies of resolutions of the directors of each Security Party
(other than the Manager and the Shareholder) approving such of the NP Security
Documents to which it is a party and authorising the execution and delivery thereof
and performance of its obligations thereunder, additionally certified by an officer
of such Security Party as having been duly passed at a duly convened meeting of the
directors of such Security Party and not having been amended, modified or revoked and
being in full force and effect; and
	 	 
	 	(ii)	 	originals of any powers of attorney issued by any Security Party pursuant
to such resolutions;






	(c)	 	Required Authorisations




5









 






	 	 	a certificate (dated no earlier than 5 Banking Days prior to the Advance G Drawdown Date)
that there are no Required Authorisations or that there are no Required Authorisations
except those described in such certificate and Certified Copies of which as duly executed
(including any conditions and/or documents ancillary thereto) are appended thereto.
	 
	(d)	 	Certificate of incumbency
	 
	 	 	a list of directors and officers of each Security Party (other than the Manager and the
Shareholder) specifying the names and positions of such persons, certified by an officer
of such Security Party to be true, complete and up to date;
	 
	(e)	 	Evidence satisfactory to the Lenders that:






	 	(i)	 	Purchase
	 	 
	 	 	 	All of the shares of and in the NP Owner have been unconditionally delivered by
the NP Seller to, and accepted by, the Borrower or the Shareholder under the NP
SPA, and the full purchase price payable under the NP SPA (in addition to the part
to be financed by the Advance G) has been duly paid, together with copies of
transfers of share;
	 	 
	 	(ii)	 	Registration and Encumbrances
	 	 
	 	 	 	the Acquired Vessel is registered in the name of its Owner through the Registry
under the laws and flag of the Flag State and that she and her Earnings,
Insurances and Requisition Compensation (as defined in the NP Mortgage) are free
of Encumbrances except Permitted Encumbrances (such evidence to include relevant
certificates issued by the Flag State and results of searches carried out against
the said Registry by the Agent or its lawyers);
	 	 
	 	(iii)	 	Classification
	 	 
	 	 	 	(to be dated no more than 15 days prior to the Advance G Drawdown Date) the
Acquired Vessel maintains the Classification free of all requirements and
recommendations of the Classification Society; and
	 	 
	 	(iv)	 	Insurance
	 	 
	 	 	 	(to be provided at least 5 days prior to the Advance G Drawdown Date) the
Acquired Vessel is insured in accordance with the provisions of the NP Security
Documents and all requirements of such Security Documents in respect of such
insurance have been complied with (including without limitation, receipt by the
Agent of customary brokers’ letters of undertaking regarding the placing of hull
and machinery and war risks cover and confirmation from the protection and
indemnity association or other insurer with which the Acquired Vessel is entered
for insurance or insured against protection and indemnity risks, that any
necessary declarations required by the association or insurer for the removal of
any oil pollution exclusion have been made and that any such exclusion does not
apply to her);






	(f)	 	NP Security Documents
	 
	 	 	the NP Security Documents duly executed and delivered;
	 
	(g)	 	Notices of assignment and acknowledgements




6









 







	 	 	counterpart originals of duly executed notices of assignment required by the terms of
the NP Security Documents and in the forms prescribed by the NP Security Documents and
any other documents required to be delivered pursuant thereto;
	 
	(h)	 	Mortgage registration
	 
	 	 	evidence that the NP Mortgage and the NP Mortgage Addenda have been duly registered
against the respective Vessels in accordance with the laws of Panama;
	 
	(i)	 	Copies of underlying documents
	 
	 	 	a Certified Copy of the NP SPA, the Management Agreement in respect of the Acquired
Vessel, the NP Charter and all ISM Code Documentation for the Acquired Vessel, all on
terms acceptable to the Lenders;
	 
	(j)	 	Ownership
	 
	 	 	evidence that forthwith on drawdown of Advance G:






	 	(i)	 	the Shareholder is a wholly owned subsidiary of the Borrower; and
	 	 
	 	(ii)	 	the NP Owner is a wholly owned subsidiary of the Shareholder;






	(k)	 	Know-your-customer
	 
	 	 	all such evidence and documentation on any Lender may reasonably require in relation
to its “Know-your-customer” requirements in respect of any Security Party;
	 
	(l)	 	ISPS Code
	 
	 	 	evidence satisfactory to the Agent that the Acquired Vessel is subject to a ship
security plan which complies with the ISPS Code and a copy of the ISSC for such
Vessel;
	 
	(m)	 	Loan amount
	 
	 	 	evidence that the Loan is no more than USD236,500,000;
	 
	(n)	 	Laws of the Marshall Islands: opinion
	 
	 	 	an opinion of Messrs Cozen O’Connor, special legal advisers in New York to the Banks;
	 
	(o)	 	Laws of Panama
	 
	 	 	an opinion of Messrs Patton, Moreno & Asvat, special legal advisers in Panama to the
Banks;
	 
	(p)	 	Insurance Report
	 
	 	 	a written report from a maritime insurance consultant or broker acceptable to the
Lenders in a form and content acceptable to the Lenders in respect of the insurances
on the Acquired Vessel, which report shall certify that such insurances are placed
through or with insurance brokers and clubs, in amounts, covering risks and on terms
acceptable to the Majority Lenders and that the same are in accordance with the terms
of the NP Mortgage in respect of the Acquired Vessel;




7









 






	(q)	 	Fees
	 
	 	 	evidence that all fees due and payable to the Creditor Parties have been paid in full;
	 
	(r)	 	Minimum Value
	 
	 	 	evidence that following drawdown of Advance G the Security Value will exceed the
Required Security Amount;
	 
	(s)	 	Endorsement
	 
	 	 	the endorsement at the end of this Agreement signed by each Security Party (other than
the Borrower and the NP Owner);
	 
	(t)	 	London agent
	 
	 	 	documentary evidence that the agent for service of process named in Clause 19 of the
Facility Agreement has accepted its appointment for the purposes of this Agreement and
the NP Security Documents; and
	 
	(u)	 	Further opinions, etc
	 
	 	 	any further opinions, consents, agreements and documents in connection with this
Agreement and the Security Documents which the Agent may request by notice to the
Borrower prior to the Advance G Drawdown Date.






	4	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Repetition of Facility Agreement representations and warranties. The Borrower represents and
warrants to each Bank that the representations and warranties in Clause 7 of the Facility
Agreement, as amended and supplemented by this Agreement and updated with appropriate
modifications to refer to this Agreement, remain true and not misleading if repeated on the
date of this Agreement with reference to the circumstances now existing.
	 
	5	 	AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS
	 
	5.1	 	Specific amendments to Facility Agreement. With effect on and from the date of this
Agreement the Facility Agreement shall be, and shall be deemed by this Agreement to be,
amended as follows:
	 
	(a)	 	by adding in Clause 1.2 thereof each of the definitions in Clause 1.2 and the
Schedule of this Agreement (other than the definitions of “Facility Agreement” and “Advance G
Drawdown Date”);
	 
	(b)	 	by construing all references in the Facility Agreement and the other Security
Documents to the Mortgages relative to the Existing Vessels and the Additional Vessels to mean
those Mortgages as amended by the NP Mortgage Addenda;
	 
	(c)	 	by adding in the definition of “Advances” in Clause 1.2 after the words “Advance E” the words
“Advance G”;
	 
	(d)	 	by deleting the definition of “Applicable Margin” in Clause 1.2 and replacing it with:




8









 






	 	 	“Applicable Margin” means, in relation to each Interest Period the relevant one of the
following as shall be notified to the Borrower by the Payment Agent under Clause 3.5:






	 	(a)	 	1.45% per annum while the Loan Amount is less than 40% of the Security Value;
	 
	 	(b)	 	1.60% per annum while the Loan Amount is equal to or more than 40% but less
than 65% of the Security Value; and
	 
	 	(c)	 	1.80% per annum while the Loan Amount is equal to or more than 65% of the
Security Value






	 	 	 	where “Loan Amount” means either (a) if the Loan is partially drawn, the daily average of
the amount of the Loan during the three months preceding the period under Clause 3.5 to
which the Applicable Margin applies, calculated by reference to the amount of the Loan on
close of business in Germany on each day during that period or (b) if the Loan is fully
drawn, the amount thereof at the date of calculation by the Agent of the Applicable Margin
in accordance with Clause 3.5”;






	(a)	 	by adding as new item (l) in the list of companies in the definition of “Guarantors” in
Clause 1.2 the words “(m) the NP Owner”;
	 
	(b)	 	by deleting from the definition of “Loan Facility” in Clause 1.2 the number “236,500,000” and
replacing it with the number “271,500,000”;
	 
	(c)	 	by adding in the definition of “Owner” in Clause 1.2 after the word “the New Vessel” the
words “the Acquired Vessel” and after the word “Chilali”, the words “and the NP Owner”;
	 
	(d)	 	by adding after the words “Additional Security Documents” in the definition of “Security
Documents” in Clause 1.2 the words “, the NP Security Documents”;
	 
	(e)	 	by adding at the end of the definition of “Owner” in Clause 1.2 the words “and, in respect of
the Acquired Vessel, the NP Owner”;
	 
	(f)	 	by adding in the definition of “Underlying Documents” in Clause 1.2 after the words “Vessel A
MOA” the words “, the NP SPA and the NP Charter”;
	 
	(g)	 	by adding in the definition of “Vessels” in Clause 1.2 after the words “the Additional
Vessels and” the words “the Acquired Vessel and”;
	 
	(h)	 	by construing the definitions of “Existing Charters”, “Mortgages”, “General Assignments”,
“Guarantees” and “Manager’s Undertakings” and “Charter Assignments” to include the NP
Charter, the NP Mortgage, the NP General Assignment, the NP Guarantee, the NP Manager’s
Undertaking and the NP Charter Assignment respectively;
	 
	(i)	 	by adding in Clause 2.1 after the word “Chilali” the words “and (v) re-financing part of the
purchase price of the Acquired Vessel”;
	 
	(j)	 	by adding after the words “Advance F” in Clause 2.5.2 the words “Advance G”;
	 
	(k)	 	by deleting clause 4.1.1 and replacing it with:
	 
	 	 	“Subject to any obligation to pay earlier under this Agreement, the Borrower must repay the Loan in such amounts so that
the amount of the Loan will not exceed the amount set out in Column B on and after the date set out in column A:





9









 






	 	 	 	 	 
	“A”	 	“B”
	 	 	Loan Amount
	 	 	Outstanding
	16 February 2012
	 	 	261,800,000	 
	16 May 2012
	 	 	252,100,000	 
	16 August 2012
	 	 	242,400,000	 
	16 November 2012
	 	 	232,700,000	 
	16 February 2013
	 	 	223,500,000	 
	16 May 2013
	 	 	214,300,000	 
	16 August 2013
	 	 	205,300,000	 
	16 November 2013
	 	 	196,300,000	 
	16 February 2014
	 	 	187,800,000	 
	16 May 2014
	 	 	179,300,000	 
	16 August 2014
	 	 	170,800,000	 
	16 November 2014
	 	 	162,300,000	 
	16 February 2015
	 	 	153,300,000	 
	16 May 2015
	 	 	144,300,000	 
	16 August 2015
	 	 	135,300,000	 
	16 November 2015
	 	 	126,300,000	 
	16 February 2016
	 	 	117,300,000	 
	16 May 2016
	 	 	108,300,000	 
	16 August 2016
	 	 	99,300,000	 
	16 November 2016
	 	 	90,300,000	 
	16 February 2017
	 	 	81,300,000	 
	16 May 2017
	 	 	72,300,000	 
	16 August 2017
	 	 	63,300,000	 
	16 November 2017
	 	 	0”;	 







	(l)	 	by adding the words “the NP Earnings Account Pledge” after the words “the New Earnings
Account Pledge” wherever they appear in Clauses 7.1.9, 7.1.18, 10.1.26 and 14;
	 
	(m)	 	by replacing the figure “118,250,000” wherever it appears in Schedule 1 with the figure
“135,750,000”;
	 
	(n)	 	by replacing in clause 8.3.11 the words and numbers “USD1.64 per unit/USD0.41 per quarter
unit” with the words and numbers “USD1.66 per unit/USD0.415 per quarter unit”
	 
	(w)	 	by construing references throughout to “this Agreement”, “hereunder” and other like
expressions as if the same referred to the Facility Agreement as amended and supplemented by
this Agreement.
	 
	5.2	 	Amendments to Security Documents. With effect on and from the Effective Date each of the
Security Documents other than the Loan Agreement, shall be, and shall be deemed by this
Agreement to be, amended so that the definition of, and references throughout each of the
Security Documents to, the Loan Agreement shall be construed as if the same referred to the
Loan Agreement as amended and supplemented by this Agreement.
	 
	5.3	 	Security Documents to remain In full force and effect.
	 
	 	 	The Security Documents shall remain in full force and effect as amended and supplemented by:






	 	(a)	 	the amendments to the Security Documents contained or referred to in Clauses
5.1 and 5.2; and




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	 	(b)	 	such further or consequential modifications as may be necessary to give full
effect to the terms of this Agreement,






	6	 	FURTHER ASSURANCES
	 
	6.1	 	Borrower’s obligation to execute further documents etc. The Borrower shall, and shall
procure that any other party to any Security Document shall:






	 	(a)	 	execute and deliver to the Agent (or as it may direct) any assignment,
mortgage, power of attorney, proxy or other document, governed by the law of England or
such other country as the Agent may, in any particular case, specify,
	 
	 	(b)	 	effect any registration or notarisation, give any notice or take any other
step, which the Agent may, by notice to the Borrower or other party, reasonably specify
for any of the purposes described in Clause 6.2 or for any similar or related purpose.






	6.2	 	Purposes of further assurances. Those purposes are:






	 	(a)	 	validly and effectively to create any Security Interest or right of any kind
which the Lender intended should be created by or pursuant to the Loan Agreement or any
other Security Document, each as amended and supplemented by this Agreement; and
	 
	 	(b)	 	implementing the terms and provisions of this Agreement.






	6.3	 	Terms of further assurances. The Agent may specify the terms of any document to be executed
by the Borrower or any other party under Clause 6.1, and those terms may include any
covenants, powers and provisions which the Agent reasonably considers appropriate to protect
its interests.
	 
	6.4	 	Obligation to comply with notice. The Borrower shall comply with a notice under Clause 6.1
by the date specified in the notice.
	 
	6.5	 	Additional corporate action. At the same time as the Borrower or any other party delivers to
the Agent any document executed under Clause 6.1(a), the Borrower or such other party shall
also deliver to the Agent a certificate signed by 2 of the Borrower’s or that other party’s
directors which shall:






	 	(a)	 	set out the text of a resolution of the Borrower’s or that other party’s
directors specifically authorising the execution of the document specified by the
Agent, and
	 
	 	(b)	 	state that either the resolution was duly passed at a meeting of the
directors validly convened and held throughout which a quorum of directors entitled
to vote on the resolution was present or that the resolution has been signed by all
the directors and is valid under the Borrower’s or that other party’s articles of
association or other constitutional documents.






	7	 	FEES AND EXPENSES
	 
	7.1	 	Arrangement Fee. The Borrower shall pay to the Lenders on the date of this
Agreement a non-refundable arrangement fee of USD350,000 to be distributed pro rata between
the Lenders according to their respective Contributions.
	 
	7.2	 	Commission. The Borrower agrees to pay to the Agent for the account of the Lenders pro rata
in accordance with their Commitments to Advance G quarterly in arrears from the date of this
Agreement until Advance G Drawdown Date and on such date itself commitment




11









 






	 	 	commission computed from the date of this Agreement at a rate of zero point five per cent
(0.5%) per annum on the daily undrawn amount of Advance G.
	 
	 	 	The commission referred to in this Clause 7.2 must be paid by the Borrower to the Agent,
whether or not Advance G is ever advanced and shall be non-refundable
	 
	7.3	 	Expenses. The provisions of Clause 5 (Fees and Expenses) of the Loan Agreement, as amended
and supplemented by this Agreement, shall apply to this Agreement as if they were expressly
incorporated in this Agreement with any necessary modifications.
	 
	8	 	NOTICES
	 
	8.1	 	General. The provisions of clause 17 (Notices and other matters) of the Loan Agreement, as
amended and supplemented by this Agreement, shall apply to this Agreement as if they were
expressly incorporated in this Agreement with any necessary modifications.
	 
	9	 	SUPPLEMENTAL
	 
	9.1	 	Counterparts. This Agreement may be executed in any number of counterparts.
	 
	9.2	 	Third party rights. A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of
this Agreement.
	 
	10	 	LAW AND JURISDICTION
	 
	10.1	 	Governing law. This Agreement shall be governed by and construed in accordance with English
law.
	 
	10.2	 	Incorporation of the Loan Agreement provisions. The provisions of Clauses 18 and 19
(Governing Law and Jurisdiction) of the Loan Agreement, as amended and supplemented by this
Agreement, shall apply to this Agreement as if they were expressly incorporated in this
Agreement with any necessary modifications.




IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on
the date first above written.




	 	 	 	 	 

	SIGNED
as a deed by TODD JOHNSON
	 	 	)	 
	for and on behalf of

	 	 	)	 /s/ Todd Johnson
	NAVIOS MARITIME PARTNERS L.P.

	 	 	)	 
	(as Borrower under and pursuant to

	 	 	)	 
	a power of attorney dated

	 	 	)	 
	22 March 2010)

	 	 	)	 
	 
	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 
	for and on behalf of

	 	 	)	 
	COMMERZBANK AG

	 	 	)	 /s/ Robin Parry
	(as a Lender)

	 	 	)	 






12









 






	 	 	 	 	 

	SIGNED by ROBIN PARRY

	 	 	)	 
	for and on behalf of

	 	 	)	 /s/ Robin Parry
	DVB BANK SE

	 	 	)	 
	(as a Lender)

	 	 	)	 
	 
	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 
	for and on behalf of

	 	 	)	 /s/ Robin Parry
	DVB BANK SE

	 	 	)	 
	(as Joint-Arranger, Agent, Swap

	 	 	)	 
	Bank and Security Trustee)

	 	 	)	 
	 
	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 
	for and on behalf of

	 	 	)	 /s/ Robin Parry
	COMMERZBANK AG

	 	 	)	 
	(as Joint-Arranger, Account Bank,

	 	 	)	 
	Payment Agent and Swap Bank)

	 	 	)	 
	 
	 	 	 	 
	Witness to all the above

	 	 	)	 
	Signatures:

	 	 	)	 /s/ Victoria Liaou
	Name: Victoria Liaou
	 	 	 	 
	Address: Ince & Co.
	 	 	 	 
	47-49 Akti Miaouli
	 	 	 	 
	Piraeus
	 	 	 	 
	Greece
	 	 	 	 











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We on this 1st day of June 2010 hereby confirm and acknowledge that we have read and
understood the terms and conditions of the above Supplemental Agreement and agree in all
respects to the same and confirm that the Security Documents to which we are respectively
a party shall remain in full force and effect and shall continue to stand as security for
the obligations of the Borrower under the Facility Agreement (as amended by the
Supplemental Agreement) and shall, without limitation, secure the Loan (as increased or to
be increased by the amount of Advance G).




	 	 	 

	/s/ Vasiliki Papaefthymiou 

VASILIKI PAPAEFTHYMIOU

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	NAVIOS MARITIME OPERATING L.L.C.

	 	FANTASTIKS SHIPPING CORPORATION
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	LIBRA SHIPPING ENTERPRISES

	 	ALEGRIA SHIPPING CORPORATION
	CORPORATION
	 	 
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	FELICITY SHIPPING CORPORATION

	 	GEMINI SHIPPING CORPORATION
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	GALAXY SHIPPING CORPORATION

	 	NAVIOS SHIPMANAGEMENT INC.
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	AURORA SHIPPING ENTERPRISES LTD.

	 	HYPERION ENTERPRISES INC.
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON

	 	/s/ Todd Johnson 

TODD JOHNSON
	For and on behalf of

	 	For and on behalf of
	SAGITTARIUS SHIPPING CORPORATION

	 	PALERMO SHIPPING S.A.
	 
	 	 
	/s/ Todd Johnson 

TODD JOHNSON
	 	 
	For and on behalf of
	 	 
	CHILALI CORP.
	 	 







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