exv10w2






Exhibit 10.2




AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT

AND ASSUMPTION AGREEMENT




     This AMENDMENT TO CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT AND ASSUMPTION AGREEMENT (this
“Amendment”), dated as of April 8, 2010, is made by and among Navios Maritime Acquisition
Corporation, a Marshall Islands corporation (“Navios Acquisition”), Amadeus Maritime S.A.,
a Panama corporation (“Amadeus”, and together with Navios Acquisition, the “Original
Parties”) and Navios Maritime Holdings Inc., a Marshall Islands corporation (“Navios
Maritime”), and amends the Co-Investment Share Subscription Agreement (the “Agreement”)
entered into among the Original Parties on June 25, 2008. 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 Agreement provides that the terms thereof may be amended only pursuant to a
written instrument executed by each of the Original Parties thereto; and



     WHEREAS, the Parties desire to amend the Agreement and have Navios Maritime assume the
obligations of Amadeus under 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. Assumption of Obligations. Navios Maritime hereby agrees, to assume, perform,
fulfill, pay, discharge when due and satisfy all of the obligations of Amadeus under the Agreement,
and to be bound by the Agreement as if it were Amadeus, until the completion of the obligations set
forth in such Agreement.



     2. Amendment. The Agreement shall be amended as follows:



          (a) The following sentence shall be added to the end of Section 1(a) of the Agreement:




     “Any purchases of Common Stock made by the Purchaser in the open market or in private
transactions in addition to its purchases of Aftermarket Shares pursuant to the terms of the
Buyback Agreement will be credited as purchases towards the aggregate purchase price paid by the
Purchaser for the Aftermarket Shares.”



          (b) All references to “Purchaser” in the Agreement shall refer to Navios Maritime.




     3. 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.



     4. 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.



 









 





     5. 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.]






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



	 	 	 	 	 

	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	NAVIOS MARITIME HOLDINGS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Angeliki Frangou	 	 
	 

	 	 

	 	 
	Name:

	 	Angeliki Frangou	 	 
	Title:

	 	Chief Executive Officer	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	AMADEUS MARITIME S.A.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Angeliki Frangou	 	 
	 

	 	 

	 	 
	Name:

	 	Angeliki Frangou	 	 
	Title:

	 	Attorney-in-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	NAVIOS MARITIME ACQUISITION CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Angeliki Frangou	 	 
	 

	 	 

	 	 
	Name:

	 	Angeliki Frangou	 	 
	Title:

	 	Chief Executive Officer	 	 






[Signature Page — Amendment to Co-Investment Share Subscription Agreement and
Assumption Agreement]