0001193125-13-431325 Sample Contracts

INCREMENTAL AMENDMENT NO. 1
Navios Maritime Partners L.P. • November 7th, 2013 • Deep sea foreign transportation of freight • New York

INCREMENTAL AMENDMENT NO. 1, dated as of October 31, 2013 (this “Amendment”), by and among Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Company”), and Navios Partners Finance (US) Inc., a Delaware corporation (the “U.S. Borrower” and together with the Company, each individually a “Borrower” and collectively the “Borrowers”), Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement (as defined below), each Incremental Term Lender (as defined below) and each of the other Loan Parties that is a party hereto.

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INCREMENTAL AMENDMENT NO. 2
Navios Maritime Partners L.P. • November 7th, 2013 • Deep sea foreign transportation of freight • New York

INCREMENTAL AMENDMENT NO. 2, dated as of November 1, 2013 (this “Amendment”), by and among Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Company”), and Navios Partners Finance (US) Inc., a Delaware corporation (the “U.S. Borrower” and together with the Company, each individually a “Borrower” and collectively the “Borrowers”), Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement (as defined below), each Incremental Term Lender (as defined below), the Required Lenders and each of the other Loan Parties that is a party hereto.

AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT
The Management Agreement • November 7th, 2013 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 30, 2013, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendments to the Management Agreement entered into among the Parties on October 27, 2009 and October 21, 2011 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

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