exv10w1






Exhibit 10.1




Private and Confidential




Date 28 April 2010



NAVIOS MARITIME HOLDINGS INC.

as Borrower



COMMERZBANK AG and HSH NORDBANK AG

as Lenders



HSH NORDBANK AG

as Swap Bank, Joint-Arranger, Agent,

Account Bank and Security Trustee



and



COMMERZBANK AG

as Joint-Arranger

as Swap Bank


 





FIFTH SUPPLEMENTAL AGREEMENT



 





in relation to a Facility Agreement dated 1 February 2007 (as amended),

for a term loan facility of up to US$280,000,000

and a reducing revolving credit facility of up to US$120,000,000









PIRAEUS



 









 





Index




	 	 	 	 	 	 	 
	Clause	 	 	 	Page No
	1
	 	INTERPRETATION	 	 	3	 
	2
	 	AGREEMENT OF THE LENDERS	 	 	5	 
	3
	 	CONDITIONS PRECEDENT	 	 	6	 
	4
	 	REPRESENTATIONS AND WARRANTIES	 	 	9	 
	5
	 	AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS	 	 	9	 
	6
	 	FURTHER ASSURANCES	 	 	11	 
	7
	 	FEES AND EXPENSES	 	 	12	 
	8
	 	NOTICES and other matters	 	 	12	 
	9
	 	SUPPLEMENTAL	 	 	12	 
	10
	 	LAW AND JURISDICTION	 	 	13	 
	SCHEDULE VESSEL DETAILS	 	 	15	 






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THIS AGREEMENT is made on 28 April 2010




BETWEEN





	(1)	 	NAVIOS MARITIME HOLDINGS INC. as Borrower;
	 
	(2)	 	COMMERZBANK AG and HSH NORDBANK AG as Lenders;
	 
	(3)	 	HSH NORDBANK AG as Swap Bank, Joint-Arranger, Agent, Account Bank and Security Trustee; and
	 
	(4)	 	COMMERZBANK AG as Joint-Arranger and Swap Bank.





BACKGROUND





	(A)	 	By a Facility Agreement dated 1 February 2007 (as amended by supplemental agreements dated 15
November 2007, 24 December 2007, 23 March 2009 and 8 January 2010) and made between the
parties hereto, the Lenders made available to the Borrower a term loan of (originally) up to
US$280,000,000 and a reducing revolving credit facility of up to US$120,000,000.
	 
	(B)	 	The Borrower has made a request to the Lenders that they release to it certain pledged
deposits and that they accept additional security.
	 
	(C)	 	This Agreement sets out the terms and conditions on which the Lenders agree, with effect on
and from the Effective Date, to (i) release the said deposits and (ii) the inclusion of
additional vessels as security for the Loan and Revolving Facility and the consequential
amendments to the Facility Agreement.





IT IS AGREED as follows:





	1	 	INTERPRETATION
	 
	1.1	 	Defined expressions. Words and expressions defined in the Facility Agreement 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:
	 
	 	 	“Additional Charter” means, in respect of “NAVIOS FULVIA” and “NAVIOS MELODIA”, a time
charterparty made or to be made in respect thereof in a form acceptable to the Agent and
the Majority Lenders;
	 
	 	 	“Additional Charter Assignment” means, in respect of “NAVIOS FULVIA” and “NAVIOS MELODIA”,
a specific assignment of the rights of the Additional Owner thereof under the relevant
Additional Charter executed or to be executed by the Owner thereof in favour of the
Security Trustee (including any notices and/or acknowledgement and/or undertakings
associated therewith) in such form as the Agent and the Majority Lenders may require in
their sole discretion;
	 
	 	 	“Additional General Assignment” means, in respect of each Additional Vessel, a first
priority general assignment of the earnings, the insurances and any requisition
compensation thereof executed or to be executed by the Additional Owner thereof in favour
of the Security Trustee, in such form as the Agent and the Majority Lenders may require in
their sole discretion;




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	 	 	“Additional Guarantees” means, together, the unconditional, irrevocable and on demand
guarantees of the obligations of the Borrower under the Facility Agreement, the Master
Agreements and the Security Documents required to be executed by each of the Additional
Owners in favour of the Security Trustee in such form as the Agent and the Majority
Lenders may require in their sole discretion;
	 
	 	 	“Additional Management Agreement” means, in respect of each Additional Vessel, the
agreement made or to be made between the relevant Additional Owner and the Technical
Manager in a form previously approved in writing by the Agent (acting on the instructions
of the Majority Lenders);
	 
	 	 	“Additional Manager’s Undertaking” means, in respect of each Additional Vessel, the
undertakings and assignment required to be executed by the Technical Manager in favour of
the Security Trustee in respect thereof in such form as the Agent and the Majority Lenders
may require in their sole discretion;
	 
	 	 	“Additional Mortgage” means, in respect of each Additional Vessel, a first preferred ship
mortgage (and, if required, a deed of covenant collateral thereto) in respect thereof made
or to be made by the relevant Additional Owner in favour of the Security Trustee in such
form as the Agent and the Majority Lenders may in their sole discretion require;
	 
	 	 	“Additional Owner” means each of the Fulvia Owner, the Melodia Owner and the Vector Owner
and in the plural means all of them;
	 
	 	 	“Additional Security Documents” means, together:






	 	(a)	 	the Additional Guarantees;
	 
	 	(b)	 	the Additional General Assignments;
	 
	 	(c)	 	the Additional Mortgages;
	 
	 	(d)	 	the Additional Charter Assignments if any; and
	 
	 	(e)	 	the Additional Manager’s Undertakings






	 	 	and in singular, means any of them;
	 
	 	 	“Additional Underlying Documents” means, together, the Additional
Management Agreements and the Additional Charters;
	 
	 	 	“Additional Vessels” means such of “NAVIOS FULVIA”, “NAVIOS VECTOR” and “NAVIOS
MELODIA” as is at any relevant time subject to an Additional Mortgage;
	 
	 	 	“Aggregate Facility Amount” means, at any relevant time, the aggregate of the Loan and
the Revolving Facility;
	 
	 	 	“Effective Date” means the Banking Day on which all the conditions precedent referred to
in Clause 3.2 in respect of “NAVIOS VECTOR” have been fulfilled by the Borrower;
	 
	 	 	“Facility Agreement” means the Facility Agreement dated 1 February 2007 (as amended)
referred to in Recital (A);




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	 	 	“Final Release Date” means 30 September 2010 (or such later date as the Lenders may agree,
in their sole discretion);
	 
	 	 	“Fulvia Owner” means a company to be nominated to the Agent as the Owner of “NAVIOS
FULVIA”;
	 
	 	 	“Melodia Owner” means a company to be nominated to the Agent as the Owner of the “NAVIOS
MELODIA”;
	 
	 	 	“Net Facility Amount” means, at any relevant time, the Aggregate Facility Amount less the
Substitute Cash Collateral;
	 
	 	 	“Released Cash Amount” means, in relation to each Additional Vessel, the amount released
or to be released from the Substitute Cash Collateral in such amount so that the ratio of
the Security Value (excluding the Substitute Cash Collateral) to the Net Facility Amount
immediately after such release is equal to the greater of:
	 
	 	 	 (a) the ratio of the Security Value (excluding the Substitute Cash Collateral) to the Net
Facility Amount immediately before execution of the relevant Additional Mortgage over an
Additional Vessel on that date; and
	 
	 	 	 (b) 130.69%,
	 
	 	 	provided that after such release in respect of “NAVIOS VECTOR” the Substitute Cash
Collateral shall be no less than USD80,000,000;
	 
	 	 	“Substitute Cash Collateral” means the amount of USD117,518,552.59 standing to the credit
of the Retention Account (which amount is in addition to the sums standing to the credit
thereof in relation to the monthly retentions made pursuant to Clause 14 of the Facility
Agreement), as the same may be reduced from time to time in accordance with Clauses 2.1;
and
	 
	 	 	“Vector Owner” means Vector Shipping Corporation, a corporation organized and existing
under the laws of the Marshall Islands, with its registered office at Trust Complex,
Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands.
	 
	 	 	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, 1.4, 1.5 and 1.6 of the Facility Agreement apply, with any necessary modifications, to
this Agreement.
	 
	2	 	AGREEMENT OF THE LENDERS
	 
	2.1	 	Release and Discharge of Security. The Lenders hereby agree to release from the Substitute
Cash Collateral the Released Cash Amount or Released Cash Amounts on condition that:
	 
	2.1.1	 	No release shall be made after the Final Release Date;
	 
	2.1.2	 	Releases shall be made upon (i) fulfilment of conditions precedent set out in
Clause 3.2 so far as they relate to “NAVIOS VECTOR” and (ii) fulfilment of conditions
precedent set out in Clause 3.2 so far as they relate to “NAVIOS FULVIA” and “NAVIOS MELODIA”
simultaneously but not separately;




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	2.1.3	 	the Agent, or its authorised representative, has received the documents and
evidence specified in Clause 3.2 in form and substance satisfactory to the Agent;
	 
	2.1.4	 	the representations and warranties contained in clause 4 are 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 the release of the Released Cash Amount; and
	 
	2.1.5	 	no Default has occurred and being continuing and there is no Default which would
result from the release of the Released Cash Amount.
	 
	2.2	 	If on the Final Release Date the Substitute Cash Collateral has not been reduced to
zero the Account Bank shall on the Final Release Date pay the remaining balance of the
Substitute Cash Collateral to the Agent to apply in accordance with Clauses 4.8.2 and 4.8.3 of
the Facility Agreement.
	 
	3	 	CONDITIONS PRECEDENT
	 
	3.1	 	Definitions. In Clause 3.2:
	 
	 	 	“Release Date” is each date on which the Borrower requests any Released Cash Amount to be
released from the Substitute Cash Collateral,
	 
	 	 	“Relevant Vessel” means the relevant one of the Additional Vessels over which an
Additional Mortgage is to be executed upon release of the Released Cash Amount,
	 
	 	 	“Relevant Owner” means the Additional Owner thereof, and
	 
	 	 	“Relevant Additional Security Documents” means the Additional Security Documents which
relate to the Relevant Vessel or to be executed by the Relevant Owner;
	 
	3.2	 	Conditions precedent to release of a Released Cash Amount. The conditions referred to in
Clause 2.1 are that the Agent shall have received the following documents:
	 
	(a)	 	Corporate documents
	 
	 	 	Certified Copies of all documents which evidence or relate to the constitution of the
Borrower (in respect of the first Released Cash Amount only) and the Relevant Owner and
its current corporate existence;
	 
	(b)	 	Corporate authorities






	 	(i)	 	Certified Copies of resolutions of the directors of the Borrower (in
respect of the first Released Cash Amount only) and of the Relevant Owner approving
such of this Agreement and the Relevant Additional Security Documents to which the
Borrower or the Relevant Owner is a party and authorising the execution and delivery
thereof and performance of the Relevant Owner’s and the Borrower’s obligations
thereunder, additionally certified by an officer of the Borrower or the Relevant
Owner as having been duly passed at a duly convened meeting of the directors of the
Borrower or the Relevant Owner and not having been amended, modified or revoked and
being in full force and effect; and
	 
	 	(ii)	 	originals or Certified Copies of any powers of attorney issued by the
Borrower (in respect of the first Released Cash Amount only) and the Relevant Owner
pursuant to such resolutions;






	(c)	 	Required Authorisations




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	 	 	a certificate (dated no earlier than 5 Banking Days prior to a Release 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 the Borrower (in respect of the first
Released Cash Amount only) and the Relevant Owner specifying the names and positions
of such persons, certified by an officer of the Borrower and the Relevant Owner to be
true, complete and up to date;
	 
	(e)	 	Evidence satisfactory to the Lenders that the Relevant Vessel:






	 	(i)	 	Registration and Encumbrances
	 
	 	 	 	is registered in the name of the Relevant Owner through the relevant Registry and
that she and her earnings, insurances and requisition compensation (as defined in
the Additional Mortgage in respect of the Relevant Vessel) and any Additional
Charter 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
	 
	 	 	 	maintains the Classification free of all requirements and recommendations of the
Classification Society; and
	 
	 	(iii)	 	Insurance
	 
	 	 	 	is insured in accordance with the provisions of the Relevant Additional Security
Documents and all requirements of such Relevant Additional 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 Relevant
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)	 	Relevant Additional Security Documents
	 
	 	 	The Relevant Additional Security Documents duly executed and delivered;
	 
	(g)	 	Notices of assignment and acknowledgements
	 
	 	 	counterpart originals of duly executed notices of assignment required by the terms of
the Relevant Additional Security Documents referred to in (f) above and in the forms
prescribed by the Relevant Additional Security Documents and any other documents
required to be delivered pursuant thereto;
	 
	(h)	 	Mortgage registration
	 
	 	 	evidence that the Additional Mortgage in respect of the Relevant Vessel has been duly
registered against her in accordance with the laws of the relevant Flag State;




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	(i)	 	Laws of the relevant flag state: opinion
	 
	 	 	an opinion of the Banks’ nominated special legal advisers in the Flag State in which
the Relevant Vessel is registered;
	 
	(j)	 	Laws of Panama: opinion
	 
	 	 	an opinion of Messrs Patton Moreno & Asvat, special legal advisers in Panama to the
Banks;
	 
	(k)	 	Laws of the Marshall Islands: opinion
	 
	 	 	an opinion of Messrs Cozen O’Connor, special legal advisers in New York to the Banks;
	 
	(l)	 	Registration forms
	 
	 	 	such statutory forms duly signed by the Relevant Owner as may be required by the Agent
to perfect the security contemplated by the Relevant Additional Security Documents,
including, but not limited to, any UCC-1 Financing Statements as the Agent may consider
necessary to be filed in Connecticut and Washington DC;
	 
	(m)	 	ISPS Code
	 
	 	 	evidence satisfactory to the Agent that the Relevant Vessel is subject to a ship
security plan which complies with the ISPS Code and (ii) a copy of the ISSC for such
Vessel;
	 
	(n)	 	Manager’s confirmation
	 
	 	 	written confirmation addressed by the Technical Manager to the Agent that the
representations and warranties set out in clause 7.1.20 of the Facility Agreement
(Environmental Matters) and clause 7.1.21 of the Facility Agreement (ISM and ISPS Code)
are true and correct;
	 
	(o)	 	Valuation
	 
	 	 	a valuation of the Relevant Vessel and each Mortgaged Vessel, prepared at the cost of
the Borrower by an Approved Broker not more than 3 months prior to the relevant Release
Date and to be provided to the Agent no more than 10 or fewer than 5 Banking Days prior
to that Release Date, giving her charter-fee value in scope and form and substance
acceptable to the Lenders;
	 
	(p)	 	Survey
	 
	 	 	a survey report in respect of the Relevant Vessel to be prepared at the cost of the
Borrower by a marine surveyor or surveyors acceptable to the Arrangers, in form,
substance and scope acceptable to the arrangers.
	 
	(q)	 	Fees
	 
	 	 	evidence that all fees due and payable to the Banks under Clause 7 have been
paid in full;




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	(r)	 	London agent
	 
	 	 	documentary evidence that the agent for service of process named in clause 19 of the
Facility Agreement has accepted its appointment in respect of this Agreement and the
Relevant Security Documents; and
	 
	(s)	 	Underlying Documents
	 
	 	 	True and complete copies of the Additional Underlying Documents and all ISM Code
Documentation which relate to the Relevant Vessel;
	 
	(t)	 	Acknowledgment
	 
	 	 	in respect of the first Released Cash Amount only, a letter signed by each Security
Party (other than the Borrower) in such form as the Agent and the Majority Lenders may
require in their sole discretion acknowledging the terms of this Agreement;
	 
	(u)	 	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 Relevant 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
Additional Mortgage in respect of such Relevant Vessel; 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 relevant Release 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 Effective Date the
Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:






	 	(a)	 	by adding in Clause 1.1 thereof each of the definitions in Clause 1.2 of
this Agreement and the Schedule of this Agreement (other than the definitions of
“Effective Date” and “Facility Agreement”);
	 
	 	(b)	 	by deleting the definition of “Applicable Margin” in Clause 1.1 and
replacing it as follows:




9









 






	 	 	 	““Applicable Margin” means with effect from 22 April 2010, in relation to each
Interest Period, the relevant one of the following as shall be notified to the
Borrower by the Agent under Clause 3.5:






	 	(i)	 	1.15% per annum while the Aggregate Facility Amount is less
than 40% of the Security Value;
	 
	 	(ii)	 	1.20% per annum while the Aggregate Facility Amount is
equal to or more than 40% but less than 50% of the Security Value;
	 
	 	(iii)	 	1.25% per annum while the Aggregate Facility Amount is
equal to or more than 50% but less than 55% of the Security Value;
	 
	 	(iv)	 	1.30% per annum while the Aggregate Facility Amount is
equal to or more than 55% but less than 60% of the Security Value;
	 
	 	(v)	 	1.40% per annum while the Aggregate Facility Amount is
equal to or more than 60% but less than 65% of the Security Value;
	 
	 	(vi)	 	1.50% per annum while the Aggregate Facility Amount is
equal to or more than 65% but less than 70% of the Security Value;
	 
	 	(vii)	 	1.65% per annum while the Aggregate Facility Amount is
equal to or more than 70% but less than 75% of the Security Value; and
	 
	 	(viii)	 	1.75% per annum while the Aggregate Facility Amount is equal to or more
than 75% of the Security Value;”;






	(c)	 	by adding as new items (dd), (ee) and (ff) in the list of companies in the
definition of “Guarantors” in Clause 1.1 the words “(dd) the Fulvia Owner, (ee) the
Melodia Owner and (ff) the Vector Owner;”
	 
	(d)	 	by adding to the definition of “Mortgage” in Clause 1.1 after the words
“the Orbiter Mortgage” the words “and, in respect of each Additional Vessel, the
Additional Mortgage thereof”;
	 
	(e)	 	by adding in the definition of “Owner” in Clause 1.1 after the words “the
Orbiter Owner” the words “ in respect of “NAVIOS FULVIA”, the Fulvia Owner, in
respect of the “NAVIOS MELODIA”, the Melodia Owner and in respect of “NAVIOS VECTOR”,
the Vector Owner”;
	 
	(f)	 	by adding after the words “the New Security Documents” in the definition of
“Security Documents” in Clause 1.1 the words “, the Additional Security Documents”;
	 
	(g)	 	by adding in the first line of the definition of “Security Party” in Clause
1.1, after the word “the New Security Parties” the words “the Additional Owners”;
	 
	(h)	 	by adding in the definition of “Vessels” in Clause 1.1 after the words “and
the New Vessels” the words “and the Additional Vessels”;
	 
	(i)	 	by deleting Clause 4.5.3 and replacing it as follows:






	 	 	 	“4.5.3 The Proceeds shall be released to the Borrower upon receipt by the Lenders
of the documents and evidence referred to in Clause 4.5.2(a), in





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	 	 	 	the case of the Additional Vessels only, no later than 30 September 2010
and otherwise within 120 days of the Due Date, or, if the Lenders do not
receive such documents and evidence on or before (i) 30 September 2010
in the case of the Additional Vessels or (ii) such 120th day in any
other case, then the Proceeds shall be paid to the Agent to apply the
Original Amount in accordance with Clauses 4.3 or 4.4 and to pay any
balance to the Borrower.”;






	 	(j)	 	by construing the definitions of “Mortgage”, “General Assignment”, “Charter
Assignment”, “Guarantee” and “Managers’ Undertaking” to include, respectively, the
Additional Mortgages, the Additional General Assignments, the Additional Charter
Assignments, the Additional Guarantees and the Additional Manager’s Undertakings;
	 
	 	(k)	 	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 Facility Agreement, shall be, and shall be deemed by this
Agreement to be, amended as follows:






	 	(a)	 	the definition of, and references throughout each of the Security Documents
to, the Facility Agreement and any of the other Security Documents shall be construed
as if the same referred to the Facility Agreement and those Security Documents as
amended and supplemented by this Agreement or the relevant Additional Security
Documents;
	 
	 	(b)	 	by construing references throughout each of the Security Documents to “this
Agreement”, “this Deed”, “hereunder” and other like expressions as if the same
referred to such Security Documents as amended and supplemented by this Agreement or
the relevant Additional Security Documents.






	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 or the relevant Additional Security Documents; 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, specify for any of
the purposes described in Clause 6.2 or for any similar or related purpose.




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	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 Facility 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 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 Agent (to the extent not already paid) on the
date of this Agreement a non-refundable arrangement fee of USD300,000 for distribution among
the Lenders pro rata to their Commitments.
	 
	7.2	 	Agency fee. The Borrower shall pay to the Agent (to the extent not already paid) on the date
of this Agreement a non-refundable agency fee of USD100,000.
	 
	7.3	 	Expenses. The provisions of clause 5 (Fees and Expenses) of the Facility 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 AND OTHER MATTERS
	 
	8.1	 	General. The provisions of clause 17 (Notices and other matters) of the Facility 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.




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	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 Facility Agreement provisions. The provisions of clauses 18 and 19
(Governing Law and Jurisdiction) of the Facility 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
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 			 	 
	NAVIOS MARITIME HOLDINGS INC.
	 	 	)	 	 	/s/ Alexandros Laios	 	 
	(as Borrower under and pursuant to
	 	 	)	 	 	 	 	 
	a power of attorney dated            April 2010
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 		/s/ Robin Parry	 	 
	COMMERZBANK AG
	 	 	)	 	 	 	 
	(as a Lender)
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 	 	/s/ Robin Parry	 	 
	HSH NORDBANK AG
	 	 	)	 	 	 	 
	(as a Lender)
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 	 	/s/ Robin Parry	 	 
	HSH NORDBANK AG
	 	 	)	 	 	 	 
	(as a Swap Bank)
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 	 	 	 	 
	HSH NORDBANK AG
	 	 	)	 		/s/ Robin Parry	 	 
	(as Joint-Arranger, Agent, Account
	 	 	)	 	 	 	 	 
	Bank and Security Trustee)
	 	 	)	 	 	 	 	 






13









 






	 	 	 	 	 	 	 	 	 

	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 	 	/s/ Robin Parry	 	 
	COMMERZBANK AG
	 	 	)	 	 	 	 
	(as Joint-Arranger)
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by ROBIN PARRY
	 	 	)	 	 	 	 	 
	for and on behalf of
	 	 	)	 	 	/s/ Robin Parry	 	 
	COMMERZBANK AG
	 	 	)	 	 	 	 
	(as Swap Bank)
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness to all the above
	 	 	)	 	 	 	 	 
	Signatures:
	 	 	)	 	 	/s/ Ronan Le Du	 	 
	Name: RONAN LE DU
	 	 	)	 	 	 	 
	Address Ince & Co., Akti Miaouli 47-49,
	 	 	)	 	 	 	 	 
	            
        Piraeus 185 36, Greece
	 	 	 	 	 	 	 	 







14