FORM OF ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.4

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made effective the day of , 2007 by and between NAVIOS MARITIME PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Xxxxxxxx Islands with its registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx 185 38 (“NMLP”) and NAVIOS SHIPMANAGEMENT INC., a company duly organized and existing under the laws of the Xxxxxxxx Islands with its registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx 185 38 (“NSM”).

WHEREAS:

NMLP, a limited partnership whose units will be listed and will trade on the New York Stock Exchange, owns vessels and requires certain administrative support services for the operation of its fleet; and

NMLP wishes to engage NSM to provide such administrative support services to NMLP on the terms set out herein.

NOW THEREFORE, the parties agree that, in consideration for NSM providing the administrative support services set forth in Schedule “A” to this Agreement (the “Services”), and subject to the Terms and Conditions set forth in Article I attached hereto, NMLP shall reimburse NSM for the costs and expenses reasonably incurred by NSM in the manner provided for in Schedule “B” to this Agreement (the “Costs and Expenses”).

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

NAVIOS MARITIME PARTNERS L.P.,

By:
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Chief Executive Officer

NAVIOS SHIPMANAGEMENT INC.,

By:
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Chief Executive Officer

ARTICLE I

TERMS AND CONDITIONS

Section 1. Definitions. In this Agreement, the term:

“Change of Control” means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), who did not immediately before such acquisition own securities of the entity entitling such person or group to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

“Costs and Expenses” has the meaning set forth on the signature page to this Agreement;

“Limited Partnership Agreement” means the amended and restated agreement of limited partnership of NMLP dated as of , 2007, as from time to time amended;

“NGP” means Navios GP L.L.C., a Xxxxxxxx Islands limited liability company that is the general partner of NMLP;

“NMLP Group” means NMLP, NGP and subsidiaries of NMLP; and

“Unitholders” means holders of units representing limited partnership interests in NMLP.

Section 2. General. NSM shall provide all or such portion of the Services, in a commercially reasonable manner, as NMLP may from time to time direct, all under the supervision of NMLP.

Section 3. Covenants. During the term of this Agreement NSM shall:

(a) diligently provide or sub-contract for the provision of (in accordance with Section 19 hereof) the Services to NMLP as an independent contractor, and be responsible to NMLP for the due and proper performance of same;

(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles, and allow NMLP and its representatives and its

auditors to audit and examine such books, records and accounts at any time during customary business hours.

Section 4. Non-exclusivity. NSM and its employees may provide services of a nature similar to the Services to any other person. There is no obligation for NSM to provide the Services to NMLP on an exclusive basis.

Section 5. Confidential Information. NSM shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement, except to the extent disclosure of such information is required by applicable law. NMLP shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by NSM of this obligation. NSM shall not resist such application for relief on the basis that NMLP has an adequate remedy at law, and NSM shall waive any requirement for the securing or posting of any bond in connection with such remedy.

Section 6. Reimbursement of Costs and Expenses. In consideration for NSM providing the Services, NMLP shall reimburse NSM the Costs and Expenses in the manner provided in Schedule “B” to this Agreement.

Section 7. General Relationship Between The Parties. The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture, employee or agency relationship between NSM and any one or more of NMLP or any member of the NMLP Group.

Section 8. Indemnity. NMLP shall indemnify and hold harmless NSM and its employees and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them due to this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to the fraud, gross negligence or willful misconduct of NSM or its employees or agents.

Section 9. NO CONSEQUENTIAL DAMAGES. NEITHER NSM NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY NMLP, OR FOR PUNITIVE DAMAGES, WITH RESPECT TO ANY TERM OR THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION AND OTHER TORTS.

Section 10. Term And Termination. This Agreement shall have an initial term of five (5) years 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;

(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.

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.

Section 11. Costs and Expenses Upon Termination. Upon termination of this Agreement in accordance with Section 10 hereof, NMLP shall be obligated to pay NSM any and all amounts payable pursuant to Section 6 hereof for Services provided prior to the time of termination.

Section 12. Surrender Of Books And Records. Upon termination of this Agreement, NSM shall forthwith surrender to NMLP any and all books, records, documents and other property in the possession or control of NSM relating to this Agreement and to the business, finance, technology, trademarks or affairs of NMLP and any member of the NMLP Group and, except as required by law, shall not retain any copies of same.

Section 13. Force Majeure. Neither party shall be liable for any failure to perform this Agreement due to any cause beyond its reasonable control.

Section 14. Entire Agreement. This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.

Section 15. Severability. If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

Section 16. Currency. Unless stated otherwise, all currency references herein are to United States Dollars.

Section 17. Law And Arbitration. This Agreement shall be governed by the laws of England. Any dispute under this Agreement shall be put to arbitration in England, a jurisdiction to which the parties hereby irrevocably submit.

Section 18. Notice. Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

If to NMLP:

00 Xxxx Xxxxxxx Xxxxxx

Xxxxxxx, Xxxxxx 185 38

Attn: Xxxxx Xxxxxxxxxxxxx

Fax: x(00) 000 000-0000

If to NSM:

00 Xxxx Xxxxxxx Xxxxxx

Xxxxxxx, Xxxxxx 185 38

Attn: Xxxxx Xxxxxxxxxxxxx

Fax: x(00) 000 000-0000

Section 19. Sub-contracting And Assignment. NSM shall not assign this Agreement to any party that is not a subsidiary or affiliate of NSM except upon written consent of NMLP. NSM may freely sub-contract or sub-license this Agreement, so long as NSM remains liable for performance of the Services and its obligations under this Agreement.

Section 20. Waiver. The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

Section 21. Affiliates. This Agreement shall be binding upon and inure to the benefit of the affiliates of NMLP and/or NSM.

Section 22. Counterparts. This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

SCHEDULE A

SERVICES

NSM shall provide such of the following administrative support services (the “Services”) to NMLP, as NMLP may from time to time request and direct NSM to provide pursuant to Section 1.02:

(a)

Keep and maintain at all times books, records and accounts which shall contain particulars of receipts and disbursements relating to the assets and liabilities of NMLP and such books, records and accounts shall be kept pursuant to normal commercial practices that will permit NMLP to prepare or cause to be prepared financial statements in accordance with U.S. generally accepted accounting principles and in each case shall also be in accordance with those required to be kept by NMLP under applicable federal securities laws and regulations in the United States and as NMLP is required to keep and file under applicable foreign taxing regulations and the U.S. Internal Revenue Code of 1986 and the regulations applicable with respect thereto, all as amended from time to time;

(b)

Prepare all such returns, filings and documents, for review and approval by NMLP as may be required under the Limited Partnership Agreement as well as such other returns, filings, documents and instruments as may from time to time be requested or instructed by NMLP; and file such documents, as applicable, as directed by NMLP with the relevant authority;

(c)

Provide, or arrange for the provision of, advisory services to NMLP with respect to NMLP’s obligations under applicable securities laws and regulations in the United States and assist NMLP in arranging for compliance with continuous disclosure obligations under applicable securities laws and regulations and the rules and regulations of the New York Stock Exchange and any other securities exchange upon which NMLP’s securities are listed, including the preparation for review, approval and filing by NMLP of reports and other documents with all applicable regulatory authorities, providing that nothing herein shall permit or authorize NSM to act for or on behalf of NMLP in its relationship with regulatory authorities except to the extent that specific authorization may from time to time be given by NMLP;

(d)

Provide, or arrange for the provision of, advisory, clerical and investor relations services to assist and support NMLP in its communications with its Unitholders, including in connection with disclosures that may be required for regulatory compliance to its Unitholders and the wider financial markets, as NMLP may from time to time request or direct, provided that nothing herein shall permit or authorize NSM to

A-1

determine the content of any such communications by NMLP to its Unitholders and the wider financial markets;

(e)

At the request and under the direction of NMLP, handle, or arrange for the handling of, all administrative and clerical matters in respect of (i) the call and arrangement of all meetings of the Unitholders pursuant to the Limited Partnership Agreement, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to NMLP in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that NMLP has full opportunity to review them, approve them, execute them and return them to NSM for filing or mailing or other disposition as NMLP may require or direct;

(f)

Provide, or arrange for the provision of, or secure sufficient and necessary office space, equipment and personnel including all accounting, clerical, secretarial, corporate and administrative services as may be reasonably necessary for the performance of NMLP’s business;

(g)

Arrange for the provision of such audit, accounting, legal, insurance and other professional services as are reasonably required by NMLP from time to time in connection with the discharge of its responsibilities under the Limited Partnership Agreement, to the extent such advice and analysis can be reasonably provided or arranged by NSM, provided that nothing herein shall permit NSM to select the auditor of NMLP, which shall be selected in accordance with the provisions for the appointment of the auditor pursuant to the Limited Partnership Agreement or as otherwise be required by law governing NMLP, or to communicate with the auditor other than in the ordinary course of making such books and records available for review as the auditors may require and to respond to queries from the auditors with respect to the accounts and statements prepared by, or arranged by, NSM, and in particular NSM will not have any of the authorities, rights or responsibilities of the audit committee of NSM, but shall provide, or arrange for the provision of, information to such committee as may from time to time be required or requested; and provided further that nothing herein shall entitle NSM to retain legal counsel for NMLP unless such selection is specifically approved by NSM;

(h)

Provide, or arrange for the provision of, such assistance and support as NMLP may from time to time request in connection with any new or existing financing for NMLP, such assistance and support to be provided in accordance with the direction, and under the supervision of NMLP;

A-2

(i)

Provide, or arrange for the provision of, such administrative and clerical services as may be required by NMLP to support and assist NMLP in considering any future acquisitions or divestments of assets of NMLP, all under the direction and under the supervision of NMLP;

(j)

Provide, or arrange for the provision of, such support and assistance to NMLP as NMLP may from time to time request in connection with any future offerings of Units that NMLP may at any time determine is desirable for NMLP, all under the direction and supervision of NMLP;

(k)

Provide, or arrange for the provision of, at the request and under the direction of NMLP, such communications to the transfer agent for NMLP as may be necessary or desirable;

(l)

Prepare and provide, or arrange for the preparation and provision of, regular cash reports and other accounting information for review by NMLP, so as to permit and enable NMLP to make all determinations of financial matters required to be made pursuant to the Limited Partnership Agreement, including the determination of amounts available for distribution by NMLP to its Unitholders, and to assist NMLP in making arrangements with the transfer agent for NMLP for the payment of distributions to the Unitholders in accordance with the Limited Partnership Agreement;

(m)

Provide, or arrange for the provision of, such assistance to NMLP as NMLP may request or direct with respect to the performance of the obligations to the Unitholders under the Limited Partnership Agreement and to provide monitoring of various obligations and rights under agreements entered into by NMLP and provide advance reports on a timely basis to NMLP advising of steps, procedures and compliance issues under such agreements, so as to enable NMLP to make all such decisions as would be necessary or desirable thereunder;

(n)

Provide, or arrange for the provision of, such additional administrative and clerical services pertaining to NMLP, the assets and liabilities of NMLP and the Unitholders and matters incidental thereto as may be reasonably requested by NMLP from time to time;

(o)

Negotiate and arrange, at the request and under the direction of NMLP, for interest rate swap agreements, foreign currency contracts, forward exchange contracts and any other hedging arrangements;

(p)

Provide, or arrange for the provision of, IT services;

(q)

Maintain, or arrange for the maintenance of, NMLP’s and NMLP’s subsidiaries’ existence and good standing in necessary jurisdictions;

A-3

(r)

Negotiate, at the request and under the direction of NMLP, loan and credit terms with lenders and monitor and maintain compliance therewith;

(s)

Provide, or arrange for the provision of, at the request and under the direction of NMLP, cash management and services, including assistance with preparation of budgets, overseeing banking services and bank accounts and arranging for the deposit of funds; and

(t)

Monitor the performance of investment managers.

A-4

SCHEDULE B

COSTS AND EXPENSES

Within thirty (30) days after the end of each month, NSM shall submit to NMLP for payment an invoice for reimbursement of all Costs and Expenses in connection with the provision of the Services listed in Schedule “A” by NSM to NMLP for such month. Each statement will contain such supporting detail as may be reasonably required to validate such amounts due.

NMLP shall make payment within fifteen (15) days of the date of each invoice (any such day on which a payment is due, the “Due Date”). All invoices for Services are payable in U.S. dollars. All amounts not paid within 10 days after the Due Date shall bear interest at the rate of 1.00% per annum over US$ LIBOR from such Due Date until the date payment is received in full by NSM.

B-1

Document Metadata

Table of Contents

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

Document Metadata