exv10w1






Exhibit 10.1




Date 13 December 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



 





SIXTH 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,

30 March 2010 and 1 June 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
	 	 	12	 
	8 NOTICES
	 	 	12	 
	9 SUPPLEMENTAL
	 	 	12	 
	10 LAW AND JURISDICTION
	 	 	13	 
	SCHEDULE — VESSEL DETAILS
	 	 	15	 






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THIS AGREEMENT is made on 13th December 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, 30 March 2010 and 1 June 2010 and made between
the parties hereto the Lenders have made available to the Borrower a loan of (originally) up
to USD384,000,000.
	 
	(B)	 	The Borrower has made a request to the Lenders that they make available a further advance of
USD50,000,000 for the purpose of financing part of the purchase price of the Advance H
Guarantors.
	 
	(C)	 	This Agreement sets out the terms and conditions on which the Lenders agree to make available
Advance H 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 H” means the advance of USD50,000,000, to be applied in on-lending to the
Shareholder to re-finance part of the purchase price of the Fulvia Owner and the Melodia
Owner;
	 
	 	 	“Advance H Charter Assignment” means a specific assignment of each Advance H Charter
required to be executed hereunder by either Advance H Guarantor 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;
	 
	 	 	“Advance H Charter Insurance Assignment” means the deed of assignment of the Charter
Insurances in respect of each Advance H Vessel executed or to be executed by such named
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;
	 
	 	 	“Available Advance H Commitment” means USD50,000,000;




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	 	 	“Advance H Drawdown Date” means the date requested by the Borrower for Advance H to be
made available, or (as the context requires) the date on which Advance H is actually
advanced to the Borrower;
	 
	 	 	“Advance H General Assignment” means, in respect of each Advance H Vessel, a first
priority general assignment of the Earnings, the Insurances and any Requisition
Compensation thereof executed or to be executed by either Advance H Guarantor which is the
owner thereof in favour of the Security Trustee, in such form as the Agent and the
Majority Lenders may in their sole discretion require;
	 
	 	 	“Advance H Guarantee” means each of the guarantees of the obligations of the Borrower
under the Facility Agreement and the Security Documents to be made by the Advance H
Guarantors in favour of the Security Trustee in such form as the Agent and the Majority
Lenders may in their sole discretion require;
	 
	 	 	“Advance H Guarantor” means, together, Customized and Pandora;
	 
	 	 	“Advance H Manager’s Undertaking” means the undertaking and assignment required to be
executed by the Manager in favour of the Security Trustee in respect of each Advance H
Vessel in such form as the Agent and the Majority Lenders may require in their sole
discretion;
	 
	 	 	“Advance H Mortgage” means, in respect of each Advance H Vessel, a first preferred
Panamanian ship mortgage made or to be made by the Advance H Guarantor who is the owner
thereof in favour of the Security Trustee in such form as the Agent and the Majority
Lenders may in their sole discretion require;
	 
	 	 	“Advance H SPA” means each of the share purchase agreements made or to be made between
the NP Seller as seller and the Borrower as buyer of all of the issued shares of and in
each of the Advance H Guarantors;
	 
	 	 	“Advance H Mortgage Addendum” means, in respect of each of the Existing Vessels, the
Additional Vessels, the New Vessel and the Acquired Vessel, 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
	 
	 	 	“Advance H Security Documents” means, together:






	 	(a)	 	the Advance H Charter Insurance Assignments;
	 
	 	(b)	 	the Advance H Guarantees;
	 
	 	(c)	 	the Advance H General Assignments;
	 
	 	(d)	 	the Advance H Mortgages;
	 
	 	(e)	 	the Advance H Charter Assignments;
	 
	 	(f)	 	the Advance H Manager’s Undertakings; and
	 
	 	(g)	 	the Advance H Mortgage Addenda






	 	 	and, in the singular, means any of them;
	 
	 	 	“Advance H Vessels” means, together Vessel D and Vessel E, and in the plural means both of
them;




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	 	 	“Customized” means Customized Development S.A., a corporation incorporated in Liberia
whose registered office is at 80 Broad Street, Monrovia, Liberia;
	 
	 	 	“Facility Agreement” means the Facility Agreement dated 15 November 2007 (as amended)
referred to in Recital (A); and
	 
	 	 	“Pandora” means Pandora Marine Inc., a corporation incorporated in the Marshall Islands
whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands, MH96960.
	 
	 	 	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.
	 
	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 H 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 Advance H Guarantors. Subject to
the terms of this Agreement, the obligations of the Lenders shall be to contribute to Advance
H as to 50% each.
	 
	3	 	CONDITIONS PRECEDENT
	 
	3.1	 	Advance of Advance H. The obligation of each Lender to make its Commitment available in
respect of Advance H is conditional upon:
	 
	3.1.1	 	the Agent, or its authorised representative, having received, on or prior to the Advance H
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 H; and
	 
	3.1.3	 	no Default having occurred and being continuing and there being no Default which would
result from the lending of Advance H.
	 
	3.2	 	Conditions precedent to Advance H. The conditions referred to in Clause 3.1 are that the
Agent shall have received the following documents on or before the Advance H 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




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	 	(i)	 	Certified Copies of resolutions of the directors of each Security Party
(other than the Manager and the Shareholder) approving such of the Advance H 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
	 
	 	 	a certificate (dated no earlier than 5 Banking Days prior to the Advance H 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)	 	Purchase
	 
	 	 	Evidence satisfactory to the Lenders that all of the shares of and in each Advance H
Guarantor have been unconditionally delivered by the NP Seller to, and accepted by, the
Borrower or the Shareholder under the relevant Advance H SPA, and the full purchase price
payable under that Advance H SPA (in addition to the part to be financed by Advance H)
has been duly paid, together with copies of transfers of share;
	 
	(f)	 	Evidence satisfactory to the Lenders that each Advance H Vessel:






	 	(i)	 	Registration and Encumbrances
	 
	 	 	 	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 relevant Advance H 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);
	 
	 	(ii)	 	Classification
	 
	 	 	 	(to be dated no more than 15 days prior to the Advance H Drawdown Date) maintains
the Classification free of all requirements and recommendations of the
Classification Society; and
	 
	 	(iii)	 	Insurance
	 
	 	 	 	(to be provided at least 5 days prior to the Advance H Drawdown Date) is insured
in accordance with the provisions of the Advance H 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




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	 	 	 	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 such Advance H 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);






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






	 	(i)	 	the Shareholder is a wholly owned subsidiary of the Borrower; and
	 
	 	(ii)	 	each Advance H Guarantor is a wholly owned subsidiary of the Shareholder;






	(l)	 	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;
	 
	(m)	 	ISPS Code
	 
	 	 	evidence satisfactory to the Agent that each Advance H Vessel is subject to a ship
security plan which complies with the ISPS Code and a copy of the ISSC for such
Vessel;
	 
	(n)	 	Loan amount
	 
	 	 	evidence that the Loan is no more than USD271,500,000;
	 
	(o)	 	Laws of the Marshall Islands: opinion
	 
	 	 	an opinion of Messrs Cozen O’Connor, special legal advisers in New York to the Banks;




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	(p)	 	Laws of Panama
	 
	 	 	an opinion of Messrs Patton, Moreno & Asvat, special legal advisers in Panama to the
Banks;
	 
	(q)	 	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 each Advance H 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 Advance H Mortgage in respect of such Advance H Vessel;
	 
	(r)	 	Fees
	 
	 	 	evidence that all fees due and payable to the Creditor Parties have been paid in full;
	 
	(s)	 	Minimum Value
	 
	 	 	evidence that following drawdown of Advance H the Security Value will exceed the
Required Security Amount;
	 
	(t)	 	Endorsement
	 
	 	 	the endorsement at the end of this Agreement signed by each Security Party (other than
the Borrower and the Advance H Guarantors);
	 
	(u)	 	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 Advance H Security Documents; and
	 
	(v)	 	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 H 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:




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	(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 H
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 Advance H Mortgage Addenda;
	 
	(c)	 	by adding in the definition of “Advances” in Clause 1.2 after the words “Advance G”
the words “Advance H”;
	 
	(d)	 	by deleting the definition of “Applicable Margin” in Clause 1.2 and replacing it
with:
	 
	 	 	“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)	 	1.65% per annum while the Loan is less than 40% of the Security Value;
	 
	 	(b)	 	1.80% per annum while the Loan is equal to or more than 40% but less than
65% of the Security Value; and
	 
	 	(c)	 	1.95% per annum while the Loan is equal to or more than 65% of the
Security Value;”;






	(e)	 	by adding as new items (n) and (o) in the list of companies in the definition of
“Guarantors” in Clause 1.2 the words “(n) Customized and (o) Pandora”;
	 
	(f)	 	by deleting from the definition of “Loan Facility” in Clause 1.2 the number
“271,500,000” and replacing it with the number “321,500,000”;
	 
	(g)	 	By deleting the definition of “Minimum Liquidity” in Clause 1.2 and replacing it
with:
	 
	 	 	“Minimum Liquidity” means the higher of (a) USD20,000,000 and (b) the aggregate of sums
falling due and payable by the Group (or any member thereof) (but excluding USD5,000,000
of each of the repayment instalments in respect of the Loan due on 16 November 2012, 16
November 2014 and 16 November 2016) in respect of interest and principal or otherwise in
respect of any Borrowed Money during the previous six months
	 
	 	 	where “Borrowed Money” means Indebtedness in respect of money borrowed or raised and debit
balances at banks and interest thereon;”;
	 
	(h)	 	by adding in the definition of “Owner” in Clause 1.2 after the word “the Acquired
Vessel” the words “Vessel D and Vessel D” and after the words “the NP Owner”, the words “,
Customized and Pandora”;
	 
	(i)	 	By deleting the definition of “Repayment Dates” in Clause 1.2 and replacing it with:
	 
	 	 	“Repayment Dates” means, subject to clause 6.3, each of the dates falling at quarterly
intervals after 16 November 2010, up to and including the date falling 84 months after
such date;”;
	 
	(j)	 	by adding after the words “the NP Security Documents” in the definition of “Security
Documents” in Clause 1.2 the words “, the Advance H Security Documents”;
	 
	(k)	 	by adding at the end of the definition of “Owner” in Clause 1.2 the words “and, in
respect of each Advance H Vessel, the Advance H Guarantor who is the owner thereof”;




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	(l)	 	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))”;
	 
	(m)	 	by adding in the definition of “Underlying Documents” in Clause 1.2 after the words
“the NP Charter” the words “, the Advance H SPAs and the Advance H Charters”;
	 
	(n)	 	by adding in the definition of “Vessels” in Clause 1.2 after the words “the Acquired
Vessel and” the words “the Advance H Vessels and”;
	 
	(o)	 	by construing the definitions of “Existing Charters”, “Mortgages”, “General
Assignments”, “Guarantees”, “Manager’s Undertakings” and “Charter Assignments” to include the
Advance H Charters, the Advance H Mortgages, the Advance H General Assignments, the Advance H
Guarantees, the Advance H Manager’s Undertakings and the Advance H Charter Assignments
respectively;
	 
	(p)	 	by adding in Clause 2.1 after the words “re-financing part of the purchase price of
the Acquired Vessel” the words “and (vi) re-financing part of the purchase price of the
Advance H Guarantors”;
	 
	(q)	 	by adding after the words “Advance G” in Clause 2.5.2 the words “Advance H”;
	 
	(r)	 	by deleting Clause 2.6 (Revolving Advances);
	 
	(s)	 	by deleting clause 4.1.1 and replacing it with:
	 
	 	 	“4.1.1 Subject to any obligation to pay earlier under this Agreement, the Borrower must
repay the Loan outstanding after execution of the Advance H Mortgages by:
	 
		 	(a) 7 equal quarterly instalments of USD7,300,000 each,
	 
	 	 	followed by one quarterly instalment of USD12,300,000,
	 
	 	 	followed by 7 equal quarterly instalments of USD7,300,000 each,
	 
	 	 	followed by one quarterly instalment of USD12,300,000,
	 
	 	 	followed by 7 equal quarterly instalments of USD7,300,000 each,
	 
	 	 	followed by one quarterly instalment of USD12,300,000,
	 
	 	 	followed by 4 equal quarterly instalments of USD7,300,000 each
	 
		 	one such instalment to be repaid on each of the Repayment Dates and
	 
		 	(b) a balloon instalment of USD102,100,000 to be repaid on the final Repayment Date”
	 
	(t)	 	by deleting in Clause 4.4.5 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”;
	 
	(u)	 	by deleting clause 10.1.29 and replacing it with:
	 
	 	 	“10.1.29 Change of Ownership. Without the prior consent of the Agent (A) There shall
occur a change in the ownership of any Guarantor, the Shareholder or Navios GP from the




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	 	 	first Drawdown Date or (B) the Permitted Owners sell any shares in the Borrower which
would reduce the proportion of issued shares owned by them in aggregate in the Borrower
to below 29.7% (the Borrower hereby confirming that Navios Holding owns 26.7% as at
December 2010) or (C) the Borrower issues further shares which would reduce the
proportion of issued shares in the Borrower owned by the Permitted Owners in aggregate to
below 20%, or (D) the proportion of issued shares of the Borrower owned by Navios falls
below 20% of all issued shares of the Borrower”;






	(v)	 	by replacing the figure “135,750,000” wherever it appears in Schedule 1 with the
figure “160,750,000”;
	 
	(w)	 	by replacing in clause 8.3.11 the words and numbers “USD1.66 per unit/USD0.415 per
quarter unit” with the words and numbers “USD1.72 per unit/USD0.43 per quarter unit”;
	 
	(x)	 	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
	 
	 	(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.




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	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 USD500,000 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 H quarterly in arrears from the date of this
Agreement until the Advance H Drawdown Date and on such date itself commitment 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 H.
	 
	 	 	The commission referred to in this Clause 7.2 must be paid by the Borrower to the Agent,
whether or not Advance H 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.




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	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 Alexandros Laios

	 	 	)	 	 	/s/ Alexandros Laios 
	for and on behalf of

	 	 	)	 	 	 
	NAVIOS MARITIME PARTNERS L.P.

	 	 	)	 	 	 
	(as Borrower under and pursuant to

	 	 	)	 	 	 
	a power of attorney dated

	 	 	)	 	 	 
	     December 2010)

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 	 	/s/ Robin Parry 
	for and on behalf of

	 	 	)	 	 	 
	COMMERZBANK AG

	 	 	)	 	 	 
	(as a Lender)

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 	 	/s/ Robin Parry 
	for and on behalf of

	 	 	)	 	 	 
	DVB BANK SE

	 	 	)	 	 	 
	(as a Lender)

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 	 	/s/ Robin Parry 
	for and on behalf of

	 	 	)	 	 	 
	DVB BANK SE

	 	 	)	 	 	 
	(as Joint-Arranger, Agent, Swap

	 	 	)	 	 	 
	Bank and Security Trustee)

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by ROBIN PARRY

	 	 	)	 	 	/s/ Robin Parry 
	for and on behalf of

	 	 	)	 	 	 
	COMMERZBANK AG

	 	 	)	 	 	 
	(as Joint-Arranger, Account Bank,

	 	 	)	 	 	 
	Payment Agent and Swap Bank)

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Witness to all the above

	 	 	)	 	 	 
	Signatures:

Name: Ronan Le Dn

Address:

47-49 Akti Miaouli

Piraeus

Greece

	 	 	)	 	 	/s/ Ronan Le Du 






13









 







We on this 13th day of December 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 H).




	 	 	 	 	 

	 
	 	 	 	 
	/s/ Vasiliki Papaefthymiou

	 	/s/ Alexandros Laios 
	 	 
	
 

	 	 	 	 
	VASILIKI PAPAEFTHYMIOU

For and on behalf of

NAVIOS MARITIME OPERATING L.L.C.

	 	Alexandros Laios
For and on behalf of

NAVIOS SHIPMANAGEMENT INC.
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

LIBRA SHIPPING ENTERPRISES

CORPORATION

	 	Alexandros Laios
For and on behalf of

ALEGRIA SHIPPING CORPORATION	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

FANTASTIKS SHIPPING CORPORATION

	 	Alexandros
Laios
For and on behalf of

FELICITY SHIPPING CORPORATION	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

GALAXY SHIPPING CORPORATION

	 	Alexandros
Laios
For and on behalf of

GEMINI SHIPPING CORPORATION	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

AURORA SHIPPING ENTERPRISES LTD.

	 	Alexandros
Laios
For and on behalf of

HYPERION ENTERPRISES INC.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

SAGITTARIUS SHIPPING CORPORATION

	 	Alexandros
Laios
For and on behalf of

PALERMO SHIPPING S.A.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

CHILALI CORP.

	 	Alexandros
Laios
For and on behalf of

SURF MARITIME CO.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Alexandros Laios

	 	/s/ Alexandros Laios 
	 	 
	 

	 	 	 	 
	Alexandros
Laios
For and on behalf of

ALDEBARAN SHIPPING CORPORATION

	 	Alexandros
Laios
For and on behalf of

PROSPERITY SHIPPING CORPORATION