AMENDMENT TO OMNIBUS AGREEMENT
AMENDMENT
TO OMNIBUS AGREEMENT
This
AMENDMENT TO OMNIBUS AGREEMENT (this “Amendment”), dated as of June 29, 2009, is
made by and among Navios Maritime Holdings Inc., a Xxxxxxxx Islands corporation
(“Navios Maritime”), Navios GP L.L.C., a Xxxxxxxx Islands limited liability
company (the “General Partner”), Navios Maritime Operating L.L.C., a Xxxxxxxx
Islands limited liability company (the “OLLC”), and Navios Maritime Partners
L.P., a Xxxxxxxx Islands limited partnership (the “MLP”, and together with
Navios Maritime, the General Partner and the OLLC, the “Parties”) and amends the
Omnibus Agreement (the “Agreement”) entered into among the Parties on November
16, 2007. Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings given them in the Agreement.
WITNESSETH:
WHEREAS,
the Agreement provide that the terms thereof may be amended only pursuant to a
written instrument executed by the Parties; and
WHEREAS,
the Parties desire to amend the Agreement;
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Section
2.1 shall be amended to add a second paragraph as follows:
“Notwithstanding
the prohibition in this Section 2.1, such prohibition on each of the Navios
Maritime Entities shall not be effective from June 29, 2009 until June 29, 2011;
provided, however, such prohibition on each of the Navios Maritime Entities
shall remain in effect for Panamax Drybulk Carriers or Capesize Drybulk Carriers
that are owned as of the date of this Amendment that become subject to a
Qualifying Contract.”
2. Section
2.2(b) shall be amended to add the following at the end of the only
sentence of that Section 2.2(b):
“or if
such Panamax Carrier Asset or Capesize Carrier Asset was acquired during the
period from June 29, 2009 until June 29, 2011.”
3. Following
Section 5.1(b), new Section 5.1(c) shall be added to the Agreement in its
entirety:
“(c)
Notwithstanding the right of first offer the Navios Maritime Entities granted to
the MLP pursuant to the second sentence of Section 5.1(a), such right of first
offer granted to the MLP shall not be effective from June 29, 2009 until June
29, 2011; provided, however, such right of first offer shall remain in effect
for Panamax Drybulk Carriers or Capesize Drybulk Carriers that are owned as of
the date of this Amendment that become subject to a Qualifying
Contract.”
3. Full Force and
Effect. Except as modified by this Amendment, all other terms
and conditions in the Agreement shall remain in full force and
effect.
4. Effect. Unless
the context otherwise requires, the Agreement, as amended, and this Amendment
shall be read together and shall have effect as if the provisions of the
Agreement, as amended, and this Amendment were contained in one
agreement. After the effective date of this Amendment, all references
in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words
of like import referring to the Agreement shall mean the Agreement, as amended,
as further modified by this Amendment.
5. Counterparts. This
Amendment may be executed in separate counterparts, all of which taken together
shall constitute a single instrument.
[Remainder of page intentionally left
blank. Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment effective as of the day and year first above
written.
NAVIOS
MARITIME HOLDINGS INC.
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by
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/s/ Xxxxxx Xxxxxxxxx | ||
Name:
Xxxxxx Xxxxxxxxx
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Title: Chief
Financial Officer
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NAVIOS
GP L.L.C.
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by
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/s/ Xxxxxxxx Xxxxxxxxxxxxx | ||
Name: Xxxxxxxx
Xxxxxxxxxxxxx
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Title: Secretary
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NAVIOS
MARITIME OPERATING L.L.C.
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by:
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/s/ Xxxxxxxx Xxxxxxxxxxxxx | ||
Name:
Xxxxxxxx Xxxxxxxxxxxxx
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Title:
Secretary
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by
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/s/ Xxxxxxx XxXxxxx | ||
Name:
Xxxxxxx XxXxxxx
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Title:
Chief Financial Officer
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[Signature
Page - Amendment to Omnibus Agreement]