Date 28 January 2011 NOSTOS SHIPMANAGEMENT CORP. and RED ROSE SHIPPING CORP. as Borrowers COMMERZBANK AG as Lenders COMMERZBANK AG as Arranger, Swap Bank, Agent, Account Bank and Security Trustee SUPPLEMENTAL AGREEMENT in relation to a Facility...

Exhibit 10.1

Private and Confidential

Date 28 January 2011

NOSTOS SHIPMANAGEMENT CORP.
and
RED ROSE SHIPPING CORP.
as Borrowers

COMMERZBANK AG
as Lenders

COMMERZBANK AG
as Arranger, Swap Bank, Agent, Account Bank
and Security Trustee

SUPPLEMENTAL AGREEMENT

in relation to a Facility Agreement dated 24 June 2009
for a term loan facility of up to US$240,000,000

PIRAEUS

Index

Clause				Page No
1		INTERPRETATION			3
2		AGREEMENT OF THE LENDERS			3
3		CONDITIONS PRECEDENT			4
4		REPRESENTATIONS AND WARRANTIES			4
5		AMENDMENTS TO FACILITY AGREEMENT AND OTHER SECURITY DOCUMENTS			5
6		FURTHER ASSURANCES			5
7		FEES AND EXPENSES			6
8		NOTICES AND OTHER MATTERS			6
9		SUPPLEMENTAL			6
10		LAW AND JURISDICTION			7
SCHEDULE — Indenture Excerpt					9

THIS AGREEMENT is made on 28 January 2011

BETWEEN

(1)		NOSTOS SHIPMANAGEMENT CORP. and RED ROSE SHIPPING CORP. as Borrowers;
(2)		COMMERZBANK AG as Lender;
(3)		COMMERZBANK AG as Arranger, Agent, Account Bank and Security Trustee; and
(4)		COMMERZBANK AG as Swap Bank.

BACKGROUND

(A)		By a Facility Agreement dated 24 June 2009 and made between the parties hereto, the Lenders made available to the Borrowers a term loan of (originally) up to US$240,000,000.
(B)		The Borrowers have made a request to the Lenders that they agree to the Borrowers issuing guarantees of the notes pursuant to that certain indenture dated 28 January 2011 issued by the Corporate Guarantor, Navios Maritime Finance II (US) Inc. and the guarantors party thereto, including the Borrowers for US$350,000,000 of 8 1/8% Senior Notes due on 15 February 2019 (with the proceeds thereof being used to repurchase and/or redeem the Corporate Guarantor’s 9.5% Senior Notes due 2014 and to pay related fees and expenses and for general corporate purposes).
(C)		This Agreement sets out the terms and conditions on which the Lenders agree, with effect on and from the Effective Date, to the Borrowers issuing the guarantees referred to above 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:
		“Effective Date” means the Banking Day on which all the conditions precedent referred to in Clause 3.1 have been fulfilled by the Borrowers; and
		“Facility Agreement” means the Facility Agreement referred to in Recital (A).
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		Lender’s consent. The Lenders hereby agree to the amendments to the Facility Agreement set out in Clause 5 and to the Borrowers issuing guarantees under the indenture referred to in Recital (B) on condition that:
2.1.1		the Agent, or its authorised representative, has received the documents and evidence specified in Clause 3.1 in form and substance satisfactory to the Agent; and
2.1.2		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.

3		CONDITIONS PRECEDENT
3.1		Conditions precedent to the new indenture. The conditions referred to in Clause 2.1.1 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 each Borrower and its current corporate existence;
(b)		Corporate authorities

	(i)		Certified Copies of resolutions of the directors of each of the Borrowers approving this Supplemental Agreement and authorising the execution and delivery thereof and performance of the Borrowers’ obligations thereunder, additionally certified by an officer of such Borrower as having been duly passed at a duly convened meeting of the directors of such Borrower 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 any Borrower pursuant to such resolutions

(c)		Certificate of incumbency
		a list of directors and officers of each Borrower, specifying the names and positions of such persons, certified by an officer of such Borrower to be true, complete and up to date;
(d)		Laws of the Xxxxxxxx Islands: opinion
		an opinion of Messrs Cozen X’Xxxxxx, special legal advisers in New York to the Banks;
(e)		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;
(f)		Acknowledgment
		an acknowledgement (in a letter or otherwise) signed by each Security Party (other than the Borrowers) in such form as the Agent and the Majority Lenders may require in their sole discretion acknowledging the terms of this Agreement; and
(g)		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 Borrowers prior to the Effective Date.
4		REPRESENTATIONS AND WARRANTIES
4.1		Repetition of Facility Agreement representations and warranties. Each 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 deleting in the definition of “Indenture” in Clause 1.1 the words “18 December 2006 issued by the Borrowers and the Corporate Guarantor for 9 1/2% Senior Notes due on 18 December 2014” and replacing them with the words “28 January 2011 issued by the Corporate Guarantor, Navios Maritime Finance II (US) Inc. and the guarantors party thereto (including the Borrowers) for 8 1/8% Senior Notes due on 15 February 2019”;
	(b)		by deleting the Indenture Extract from Schedule 6 and replacing it with the Indenture Extract set out in Schedule 1 attached to this Agreement;
	(c)		by deleting the Indenture Excerpt from Schedule 7 and replacing it with the Indenture Excerpt set out in Schedule 2 attached to this Agreement;
	(d)		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;
	(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.

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; 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 Borrowers 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 Borrowers or other party, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

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 Borrowers 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 Borrowers 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 Borrowers or any other party delivers to the Agent any document executed under Clause 6.1(a), the Borrowers 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		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.
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) Xxx 0000 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 for and on behalf of			)
NOSTOS SHIPMANAGEMENT CORP.			)
by Xxxxxxxxxx Xxxxx			)			/s/ Xxxxxxxxxx Xxxxx
(as Borrower under and pursuant to
a power of attorney dated 28 January 2011)			)
SIGNED as a deed for and on behalf of			)
RED ROSE SHIPPING CORP.			)
by Xxxxxxxxxx Xxxxx			)			/s/ Xxxxxxxxxx Xxxxx
(as Borrower under and pursuant to
a power of attorney dated 28 January 2011)			)
SIGNED by Ronan Le Du			)			/s/ Ronan Le Du
for and on behalf of			)
COMMERZBANK AG			)
(as a Lender)			)
SIGNED by Ronan Le Du			)			/s/ Ronan Le Du
for and on behalf of			)
COMMERZBANK AG			)
(as Account Bank, Arranger, Agent,			)
Swap Bank and Security Trustee)			)
Witness to all the above			)
Signatures:			)			/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx			)
Address: 47-49 Akti Xxxxxxx Xxxxxxx 000 00 Xxxxxx			)

We on this 28 day of January 2011 hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Supplemental Agreement and agree in all respects to the same and confirm that the Security Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Facility Agreement (as amended by the Supplemental Agreement) and shall, without limitation, secure the Loan.

/s/ Xxxxxxxx Xxxxxxxxxxxxx				/s/ Xxxxxxxx Xxxxxxxxxxxxx
XXXXXXXX XXXXXXXXXXXXX				XXXXXXXX XXXXXXXXXXXXX
For and on behalf of				For and on behalf of
NAVIOS MARITIME HOLDINGS INC				NAVIOS SHIPMANAGEMENT INC.
/s/ Xxxxxxxx Xxxxxxxxxxxxx
XXXXXXXX XXXXXXXXXXXXX
For and on behalf of
ANEMOS MARITIME HOLDINGS INC.