exv10w1






Exhibit 10.1




AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT




     This AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”),
dated as of October 21, 2011, is made by and between Navios Maritime Partners L.P., a Marshall
Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands
corporation (“NSM”, and together with NMLP, the “Parties”) and amends the
Administrative Services Agreement (the “Agreement”) entered into among the Parties on
November 16, 2007. Capitalized terms used and not otherwise defined in this Amendment shall have
the meanings given them in the Agreement.



W
I T N E S S E
T H:



     WHEREAS, the Parties desire to amend the Agreement.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:



     1. Section 10 the Agreement shall be amended and restated as follows:




     “Term And Termination. This Agreement shall have a term until December
31, 2017 unless terminated by either party hereto on not less than one hundred and twenty
(120) days notice if:




     (a) in the case of NMLP, there is a Change of Control of NSM;




     (b) in the case of NSM, there is a Change of Control of NGP or NMLP;




     (c) the other party breaches this Agreement;




     (d) a receiver is appointed for all or substantially all of the property of the other
party;




     (e) an order is made to wind-up the other party;




     (f) a final judgment, order or decree which materially and adversely affects the
ability of the other party to perform this Agreement shall have been obtained or entered
against that party and such judgment, order or decree shall not have been vacated,
discharged or stayed; or




     (g) the other party makes a general assignment for the benefit of its creditors, files
a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences
any proceeding for a reorganization or arrangement of debts, dissolution or liquidation
under any law or statute or of any jurisdiction applicable thereto or if any such
proceeding shall be commenced.



     At any time after the first anniversary of this Agreement, this Agreement may be terminated by
either party hereto on not less than three hundred and sixty-five (365) days notice for any reason
other than any of the reasons set forth in the immediately preceding paragraph.



 









 





     2. Full Force and Effect. Except as modified by this Amendment, all other terms
and conditions in the Agreement shall remain in full force and effect.



     3. Effect. Unless the context otherwise requires, the Agreement, as amended, and this
Amendment shall be read together and shall have effect as if the provisions of the Agreement, as
amended, and this Amendment were contained in one agreement. After the effective date of this
Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or
words of like import referring to the Agreement shall mean the Agreement, as amended, as further
modified by this Amendment.



     4. Counterparts. This Amendment may be executed in separate counterparts, all of
which taken together shall constitute a single instrument.



[Remainder of page intentionally left blank. Signature page to follow.]






2









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day
and year first above written.



	 	 	 

	NAVIOS MARITIME PARTNERS L.P.
	 	 
	 
	 	 
	/s/ Efstratios Desypris
 


	 	 
	By: Efstratios Desypris
	 	 
	Title: Chief Financial Officer
	 	 
	 
	 	 
	NAVIOS SHIPMANAGEMENT INC.
	 	 
	 
	 	 
	/s/ George Achniotis
 


	 	 
	By: George Achniotis
	 	 
	Title: President/Director
	 	 






[Signature
Page — Amendment No. 1 to Administrative Services Agreement]