Contract

Exhibit 10.1

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 15, 2011, among Navios Maritime Acquisition Corporation, a Xxxxxxxx Islands corporation, (the “Company”), Navios Acquisition Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), and Oinousses Shipping Corporation, Psara Shipping Corporation and Antipsara Shipping Corporation, (each a “Guaranteeing Subsidiary”), each a Xxxxxxxx Islands corporation and an indirect subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”) and as collateral trustee (or its permitted successor) under the Indenture referred to below (the “Collateral Trustee”).

WITNESSETH

WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 21, 2010 providing for the issuance of 8 5/8% First Priority Ship Mortgage Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.

4. NEW YORK LAW TO GOVERN. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Co-Issuers.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

OINOUSSES SHIPPING CORPORATION ANTIPSARA SHIPPING CORPORATION PSARA SHIPPING CORPORATION
By:		/s/ Xxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxx Xxxxx
		Title: Secretary/Director

NAVIOS MARITIME ACQUISITION CORPORATION
By:		/s/ Leonidas Korres
		Name: Leonidas Korres
		Title: Chief Financial Officer

NAVIOS ACQUISITION FINANCE (US) INC.
By:		/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxxxxx
		Title: President/Secretary

SHINYO DREAM LIMITED SHINYO XXXXXXX LIMITED SHINYO LOYALTY LIMITED SHINYO NAVIGATOR LIMITED SHINYO OCEAN LIMITED SHINYO SAOWALAK LIMITED SHINYO KIERAN LIMITED
By:		/s/ Xxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxx Xxxxx
		Title: Director

AEGEAN SEA MARITIME HOLDINGS INC. THERA SHIPPING CORPORATION TINOS SHIPPING CORPORATION AMORGOS SHIPPING CORPORATION ANDROS SHIPPING CORPORATION ANTIPAROS SHIPPING CORPORATION CRETE SHIPPING CORPORATION IKARIA SHIPPING CORPORATION IOS SHIPPING CORPORATION KOS SHIPPING CORPORATION MYTILENE SHIPPING CORPORATION XXXXXX SHIPPING CORPORATION SIFNOS SHIPPING CORPORATION SKIATHOS SHIPPING CORPORATION SKOPELOS SHIPPING CORPORATION SYROS SHIPPING CORPORATION
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: President/Director

KITHIRA SHIPPING CORPORATION ANTIKITHIRA SHIPPING CORPORATION XXXXXXX NAVIGATION CO. SERIFOS SHIPPING CORPORATION FOLEGANDROS SHIPPING CORPORATION
By:		/s/ Xxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxx Xxxxx
		Title: Secretary/Director

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Trustee
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Vice President