Dated 28 January 2011 PORTOROSA MARINE CORP. FLORAL MARINE LTD. as joint and several Borrowers -and- THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 as Lenders -and- DEKABANK DEUTSCHE GIROZENTRALE as Bookrunner and Arranger -and- DEKABANK...

Exhibit 10.5

Dated 28 January 2011

PORTOROSA MARINE CORP.
FLORAL MARINE LTD.
as joint and several Borrowers

-and-

THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN SCHEDULE 1
as Lenders

-and-

DEKABANK DEUTSCHE GIROZENTRALE
as Bookrunner and Arranger

-and-

DEKABANK DEUTSCHE GIROZENTRALE
as Agent and Security Trustee

SUPPLEMENTAL AGREEMENT

in relation to an Amended and Restated Loan Agreement
dated 27 October 2010 in respect of a loan facility of
up to US$120,000,000

XXXXXX, XXXXXX & XXXXXXXX
Piraeus

INDEX

Clause				Page
1		DEFINITIONS			2
2		REPRESENTATIONS AND WARRANTIES			3
3		AGREEMENT OF THE CREDITOR PARTIES AND THE BORROWERS			4
4		CONDITIONS PRECEDENT			4
5		VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS			5
6		CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS			6
7		EXPENSES			6
8		NOTICES			7
9		LAW AND JURISDICTION			7
SCHEDULE 1 INDENTURE EXCERPT					10

THIS SUPPLEMENTAL AGREEMENT is dated 28 January 2011 and made

BETWEEN:

(1)		PORTOROSA MARINE CORP. and FLORAL MARINE LTD., each a corporation incorporated under the laws of the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Islands MH96960 (the “Borrowers”);
(2)		THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;
(3)		DEKABANK DEUTSCHE GIROZENTRALE, a company incorporated in the Federal Republic of Germany and acting through its office at Xxxxxxx Xxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as Bookrunner;
(4)		DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and acting through its office at Xxxxxxx Xxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as Arranger;
(5)		DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and acting through its office at Xxxxxxx Xxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as Agent; and
(6)		DEKABANK DEUTSCHE GIROZENTRALE a company incorporated in the Federal Republic of Germany and acting through its office at Xxxxxxx Xxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as Security Trustee.

BACKGROUND

(A)		By a loan agreement (the “Original Loan Agreement”) dated 16 February 2009 and made between (i) Pueblo Holdings Ltd. (“Pueblo”) and Surf Maritime Co. (“Surf” and together with Pueblo, the “Original Borrowers”) as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Original Borrowers a facility of up to US$120,000,000.
(B)		By a deed of accession, amendment, restatement and release dated 25 May 2009 and made between (i) the Original Borrowers and Portorosa Marine Corp. (“Portorosa”) as borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was (inter alia) agreed that Portorosa will become a party to the Original Loan Agreement as joint and several borrower with Surf and Pueblo will be released from all its obligations and liabilities under the Original Loan Agreement.
(C)		By an amended and restated loan agreement (the “First Amended Loan Agreement”) dated 25 May 2009 and made between (i) Portorosa and Surf as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to Portorosa and Surf a facility of up to US$120,000,000 (the “Loan”).
(D)		By a guarantee dated 16 July 2009 (the “Corporate Guarantee”) made between Navios Maritime Holdings Inc. as guarantor (the “Corporate Guarantor”) and the Security Trustee as security trustee the Corporate Guarantor guaranteed the obligations of the Portorosa and Surf under the First Amended Loan Agreement.
(E)		By a supplemental agreement (the “First Supplemental Agreement”) dated 16 July 2009 and made between (i) Portorosa and Surf as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, the Lenders have given their consent to the transfer of ownership of M.V. NAVIOS

HAPINNESS (the “Ship A”) at the time registered in the ownership of Portorosa to Kleimar Naamloze Vennootschap (Kleimar N.V.) (the “New Owner”) under the terms and conditions set forth therein.

(F)		By a guarantee dated 16 July 2009 (the “New Guarantee”) made between the New Owner as guarantor and the Security Trustee as security trustee the New Owner guaranteed the obligations of the Portorosa and Surf under the First Amended Loan Agreement as amended by the First Supplemental Agreement.
(G)		By a side letter dated 20 May 2010 further amending and supplementing further the terms of the Amended Loan Agreement (the “Side Letter”) is was agreed, inter alia, to release Surf from its obligations under the Amended Loan Agreement as supplemented by the Supplemental Agreement and the other Finance Documents to which Surf was a party following the sale of the M.V. “NAVIOS POLLUX” at the time registered under Panamanian flag in the ownership of Surf (“NAVIOS POLLUX”)
(H)		By a second deed of accession, amendment, restatement and release dated 27 October 2010 (the “Deed of Accession, Amendment, Restatement and Release”) and made between, inter alios, (i) the Borrowers as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was (inter alia) agreed that Floral will become a party to the Amended Loan Agreement as amended by the Supplemental Agreement and the Side Letter as joint and several borrower with Portorosa and Surf will be released from all its obligations and liabilities under the Amended Loan Agreement as amended by the Supplemental Agreement and the Side Letter.
(I)		By an amended and restated loan agreement (the “Loan Agreement”) dated 27 October 2010 and made between (i) the Borrowers as joint and several borrowers, (ii) the Lenders, (iii) the Bookrunner, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that the amendments to the First Amended Loan Agreement as further amended by the First Supplemental Agreement, the Side Letter and the Deed of Accession, Amendment, Restatement and Release were incorporated to such Loan Agreement and that the Lenders would make available to the Borrowers the loan under the conditions set for the therein.
(J)		The Borrowers and the New Owner and the Corporate Guarantor have requested that the Lenders give their consent to the amendment of the certain terms of the Loan Agreement as set out in Clause 5 and to the Corporate Guarantor issuing $350 million of notes under, and 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 8 1/8% Senior Notes due on 15 February 2019 (with the proceeds being used to purchase and/or redeem the Corporate Guarantor’s 91/2% Senior Notes due 15 December 2014 (and to pay related fees and expenses and for general corporate purposes).
(K)		This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, to amend the Loan Agreement.

NOW THEREFORE IT IS HEREBY AGREED

1		DEFINITIONS
1.1		Defined expressions. Words and expressions defined in the Loan Agreement (as hereby amended) and the recitals hereto and not otherwise defined herein shall have the same meanings when used in this Supplemental Agreement.
1.2		Definitions. In this Supplemental Agreement the words and expressions specified below shall have the meanings attributed to them below:

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		“Effective Date” means the date on which the conditions precedent in Clauses 3 are satisfied;
		“Confirmation of Corporate Guarantee” means a confirmation letter to be issued by the Corporate Guarantor and to be addressed to the Security Trustee to be in such form and in such terms as may be acceptable to the Lenders;
		“Confirmation of New Guarantee” means a confirmation letter to be issued by the New Owner and to be addressed to the Security Trustee to be in such form and in such terms as may be acceptable to the Lenders
		“Loan Agreement” means the amended and restated loan agreement dated 27 October 2010 referred to in Recital (I);
1.3		General Interpretation. Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations. Clause headings are inserted for convenience of reference only and shall be ignored in construing this Supplemental Agreement. References to Clauses are to clauses of this Supplemental Agreement save as may be otherwise expressly provided in this Supplemental Agreement.
2		REPRESENTATIONS AND WARRANTIES
2.1		Repetition of Loan Agreement representations and warranties. Each Borrower hereby represents and warrants to each Creditor Party, as at the date of this Supplemental Agreement, that the representations and warranties set forth in clause 10 of the Loan Agreement (updated mutatis mutandis to the date of this Supplemental Agreement) are true and correct as if all references therein to “this Agreement” were references to the Loan Agreement as further amended by this Supplemental Agreement.
2.2		General. Each Borrower hereby further represents and warrants to each Creditor Party that as at the date of this Supplemental Agreement:
(a)		it is duly incorporated and validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America;
(b)		all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Loan remains outstanding;
(c)		it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute the valid and binding obligations of the Borrowers enforceable in accordance with their respective terms;
(d)		the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Loan remains outstanding, constitute a breach

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of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on a Borrower or on any of its property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and

(e)		it has fully disclosed in writing to each Creditor Party all facts which it knows or which it should reasonably know and which are material for disclosure to each Creditor Party in the context of this Supplemental Agreement and all information furnished by a Borrower or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.
3		AGREEMENT OF THE CREDITOR PARTIES AND THE BORROWERS
3.1		Agreement of the Creditor Parties. Each Creditor Party, relying upon each of the representations and warranties set out in Clauses 2.1 and 2.2 of this Supplemental Agreement and subject to and upon the terms and conditions of this Supplemental Agreement (including, but not limited to, satisfaction of the terms of Clause 4), hereby agrees to enter into this Supplemental Agreement with the Borrowers.
3.2		Agreement of the Borrowers. Each Borrower agrees and confirms that the Loan Agreement and the Finance Documents shall remain in full force and effect and it shall remain liable under the Loan Agreement and the Finance Documents to which it is a party for all obligations and liabilities assumed by the Borrowers thereunder.
3.3		Effective Date. The agreement of the Creditor Parties contained in Clause 3.1 shall have effect on and from the Effective Date.
4		CONDITIONS PRECEDENT
4.1		Conditions Precedent. The agreement of the Creditor Parties contained in Clause 3.1 of this Supplemental Agreement shall be expressly subject to the condition that the Agent shall have received in form and substance satisfactory to the Agent and its legal advisers on or before the Effective Date:
(a)		evidence that the persons executing this Supplemental Agreement on behalf of the Borrowers are duly authorised to execute the same on their behalf;
(b)		a certificate of an officer of each Borrower ,the Corporate Guarantor and the New Owner confirming in each case the names of all the Directors and Shareholders of the each Borrower and New Owner and the names of the Directors of the Corporate Guarantor and having attached thereto true and complete copies of its incorporation and constitutional documents;
(c)		true and complete copies of the resolutions passed at separate meetings of the Directors and Shareholders of each of the Borrowers and the New Owner and the resolutions passed at a meeting of the Directors of the Corporate Guarantor authorising and approving the execution of this Supplemental Agreement, the Confirmation of the New Guarantee and the Confirmation of the Corporate Guarantee to which each of the Borrowers, the New Owner and the Corporate Guarantor is or is to be a party and any other document or action to which it is or is to be a party and authorising its directors or other representatives to execute the same on its behalf;
(d)		the original of any power of attorney under which this Supplemental Agreement, the Confirmation of the New Guarantee and the Confirmation of the Corporate Guarantee and any other document is executed on behalf of a Borrower, the New Owner and the Corporate Guarantor;

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(e)		the Corporate Guarantor executes a confirmation of the Corporate Guarantee;
(f)		the New Owner executes a confirmation of the new Guarantee;
(g)		certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Supplemental Agreement and the Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent deems appropriate;
(h)		favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Xxxxxxxx Islands and Belgium and such other relevant jurisdictions as the Agent may require;
(i)		evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for service of process under this Supplemental Agreement and each of the documents to which each of the Borrowers, the New Owner and the Corporate Gurantor is or is to be a party; and
(j)		such other documents or evidence as the Agent may require.
5		VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS
5.1		Specific amendments to Loan Agreement. In consideration of the agreement of the Creditor Parties contained in Clause 3.1 of this Supplemental Agreement each Borrower hereby agrees with each Creditor Party that from the Effective Date, the provisions of the Loan Agreement shall be varied and/or amended and/or supplemented as follows:
(a)		by deleting the definition of “Indenture” in Clause 1.1 and replacing it with the following definition:
		“Indenture” means the Indenture dated as of 28 January 2011 issued by the Corporate Guarantor and others for the issuing of 8 1/8% Senior Notes due on 15 February 2019;
(b)		by deleting Clause 11.4 and replacing it with the following:
		“11.4 No other liabilities or obligations to be incurred. Neither Borrower will incur any liability or obligation except liabilities and obligations (a) under the Shipbuilding Contract, the Indenture and the Finance Documents to which it is a party, (b) reasonably incurred in the ordinary course of its business of operating and chartering its Ship and (c) permitted to be incurred pursuant to the Indenture Excerpt; and all other matters reasonably incidental thereto.”;
(c)		by deleting the Indenture Excerpt from Schedule 7 and replacing it with the Indenture Excerpt set out in the Schedule attached to this Supplemental Agreement;
(d)		by construing all references therein to “this Agreement” where the context admits as being references to “this Agreement as the same is amended and supplemented by this Supplemental Agreement and as the same may from time to time be further supplemented and/or amended”; and
(e)		by construing references to each of the Finance Documents as being references to each such document as it is from time to time supplemented and/or amended.
5.2		Amendments to Finance Documents. With effect on and from the date of this Supplemental Agreement each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:

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(a)		the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Supplemental Agreement; and
(b)		by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, “hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Supplemental Agreement.
5.3		Finance Documents to remain in full force and effect. The Finance Documents shall remain in full force and effect as amended and supplemented by:
(a)		the amendments to the Finance Documents contained or referred to in Clauses 5.1 and 5.2; and
(b)		such further or consequential modifications as may be necessary to make the same consistent with, and to give full effect to, the terms of this Supplemental Agreement.
6		CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS
6.1		Each Borrower’s and each Security Party’s obligation to execute further documents etc. Each Borrower and each Security Party 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, 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 Agent intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by this Supplemental Agreement, and
(b)		implementing the terms and provisions of this Supplemental Agreement.
6.3		Terms of further assurances. The Agent may specify the terms of any document to be executed by a Borrower or any Security 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. Each Borrower or any Security Party shall comply with a notice under Clause 6.1 by the date specified in the notice.
7		EXPENSES
7.1		General. Each Borrower agrees to pay to the Lender upon demand and from time to time all costs, charges and expenses (including legal fees) incurred by the Lender in connection with the preparation, negotiation, execution and (if required) registration or preservation of rights under the enforcement or attempted enforcement of the Loan Agreement, this Supplemental Agreement and the Finance Documents or otherwise in connection with the Loan or any part thereof.

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8		NOTICES
8.1		General. The provisions of Clause 29 (Notices) of the Loan Agreement shall apply to this Supplemental Agreement as if the same were set out herein in full.
9		LAW AND JURISDICTION
9.1		English Law. This Supplemental Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
9.2		Exclusive English jurisdiction. Subject to Clause 9.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.
9.3		Choice of forum for the exclusive benefit of Creditor Parties. Clause 9.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:
(a)		to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
(b)		to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
		Neither Borrower shall commence any proceedings in any country other than England in relation to a Dispute.
9.4		Process Agent. Each Borrower irrevocably appoints HFW Nominees Limited at its registered office for the time being, presently at Friary Court, 65 Crutched Friars, Xxxxxx XX0X 0XX, Xxxxxxx for the time being to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.
9.5		Creditor Party Rights unaffected. Nothing in this Clause 9 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
9.6		Meaning of proceedings. In this Clause 9, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure and a “Dispute” means any dispute arising out of or in connection with this Supplemental Agreement (including a dispute relating to the existence, validity or termination of this Supplemental Agreement) or any non-contractual obligation arising out of or in connection with this Supplemental Agreement.

THIS SUPPLEMENTAL AGREEMENT has been entered into on the date stated at the beginning of this Supplemental Agreement.

THE BORROWERS
SIGNED by			)
Xxxxxxxxxx Xxxxx			)			/s/ Xxxxxxxxxx Xxxxx
for and on behalf of			)
PORTOROSA MARINE CORP.			)

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SIGNED by			)
Xxxxxxxxxx Xxxxx			)			/s/ Xxxxxxxxxx Xxxxx
for and on behalf of			)
FLORAL MARINE CORP.			)
THE LENDERS
SIGNED by			)
Xxxxxxxx Xxxxxxxxx			)			/s/ Xxxxxxxx Xxxxxxxxx
for and on behalf of			)			Attorney-in-Fact
DEKABANK DEUTSCHE			)
GIROZENTRALE			)
THE BOOKRUNNER
SIGNED by			)
Xxxxxxxx Xxxxxxxxx			)			/s/ Xxxxxxxx Xxxxxxxxx
for and on behalf of			)			Attorney-in-Fact
DEKABANK DEUTSCHE			)
GIROZENTRALE			)
THE ARRANGER
SIGNED by			)
Xxxxxxxx Xxxxxxxxx			)			/s/ Xxxxxxxx Xxxxxxxxx
for and on behalf of			)			Attorney-in-Fact
DEKABANK DEUTSCHE			)
GIROZENTRALE			)
THE AGENT
SIGNED by			)
Xxxxxxxx Xxxxxxxxx			)			/s/ Xxxxxxxx Xxxxxxxxx
for and on behalf of			)			Attorney-in-Fact
DEKABANK DEUTSCHE			)
GIROZENTRALE			)

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THE SECURITY TRUSTEE
SIGNED by			)
Xxxxxxxx Xxxxxxxxx			)			/s/ Xxxxxxxx Xxxxxxxxx
for and on behalf of			)			Attorney-in-Fact
DEKABANK DEUTSCHE			)
GIROZENTRALE			)
Witness to all			)
the above signatures			)			/s/ Xxxxxxxxxx Xxxxxxxxxxx

Name: Xxxxxxxxxx Xxxxxxxxxxx
Address: Attorney-at-Law

Xxxxxx, Xxxxxx & Xxxxxxxx
00 Xxxx Xxxxxxx
Xxxxxxx 000 00 Xxxxxx

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