UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Dated: December 15, 2021

Commission File No. 001-33311

NAVIOS MARITIME HOLDINGS INC.

Strathvale House, 90 N Church Street

P.O. Box 309, Grand Cayman,

KY1-1104 Cayman Islands

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

NSM Loans

In December 2021, Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) entered into amended and restated loan agreements with N Shipmanagement Acquisition Corp. and related companies (“NSM”) for an aggregate principal amount of $262.6 million.

NSM Loan I: In December 2021, Navios Holdings entered into an amended and restated loan agreement to the existing loan with NSM dated August 29, 2019 whereby NSM made available to the Company a secured term loan of up to $127.6 million (the “NSM Loan I”), in two tranches: (i) the first tranche of $48.6 million represents borrowings already made available and (ii) the second tranche of $79.1 million represents new borrowings to be made available in exchange of the release by NSM of certain existing collateral. The NSM Loan I is repayable in quarterly installments of $5.0 million with the first installment falling due in the third quarter of 2023. The NSM Loan I has a four-year term and bears interest at a rate of (i) 18% per annum until the Company’s 11.25% Senior Secured Notes (the “2022 Senior Secured Notes”) are repaid and 16.5% per annum thereafter when paid in the form of Convertible Debenture (as defined below) for the first 18 months (“PIK Interest”) and (ii) 13.5% per annum when paid in the form of cash. The NSM Loan I will be paid in PIK Interest for the first 18 months, due also in optional prepayment during that period and thereafter in either cash or PIK Interest at the election of the Borrower.

NSM Loan II: In December 2021, Navios Holdings entered into an amended and restated loan agreement to the existing $115.0 million NSM loan dated June 29, 2021 whereby NSM made available to the Company a secured term loan of up to $135.0 million (the “NSM Loan II”) in two tranches (i) the first tranche of $64.1 million represents outstanding borrowings already made available and (ii) the second tranche of $70.9 million represents new borrowings to be made available, in exchange of the release by NSM of certain existing collateral. The NSM Loan II is repayable in quarterly installments of $5.0 million with the first installment falling due in the third quarter of 2023. The NSM Loan II has a four year term and bears interest at a rate of (i) 18% per annum until the 2022 Senior Secured Notes are repaid and 16.5% per annum thereafter when paid in PIK Interest and (ii) 13.5% per annum when paid in the form of cash. The NSM Loan II will be paid in PIK Interest for the first 18 months, due also in optional prepayment during that period and thereafter in either cash or PIK Interest at the election of the Borrower.

NSM will receive an upfront fee in respect of the NSM Loan I and the NSM Loan II of $24.0 million in the form of a Convertible Debenture. The agreements also provide for prepayment premiums ranging from 5%-10% during the first 36 months of the term which is payable in the form of Convertible Debenture.

Convertible Debenture: In December 2021, Navios Holdings entered into a convertible debenture with NSM covering certain payments under the NSM Loan I and II including the upfront fee of $24.0 million, the accrued interest, and the prepayment fees (“Convertible Debenture”). The lender has the option to convert any portion of the outstanding balance under the Convertible Debenture into shares of common stock of Navios Holdings under an agreed mechanism. The Convertible Debenture has a term of five years and bears interest of 4% PIK payable at maturity, if not earlier converted.

Other Financing Agreements

In December 2021, Navios Holdings entered into two commercial bank facilities and four sale and leaseback agreements for an aggregate principal amount of $287.0 million.

HCOB Loan: In connection with the refinancing of the 2022 Notes, in December 2021, Navios Holdings entered into a loan agreement with Hamburg Commercial Bank AG (“HCOB”) for an amount of up to $105.0 million, for the financing of seven drybulk vessels. The loan bears interest at a rate of LIBOR plus margin ranging from 3.25% per annum to 4.50% per annum. The loan is repayable in eight quarterly installments of $4.5 million, beginning three months from the date of the initial drawdown, with a final balloon payment of $69.0 million on the last repayment date.

CACIB/BNPP Loan: In connection with the refinancing of the 2022 Notes, in December 2021, Navios Holdings entered into a loan agreement with Credit Agricole CIB (“CACIB”) and BNP Paribas (“BNPP”) for an amount of up to $105.0 million, for the financing of seven drybulk vessels. The loan bears interest at a rate of LIBOR plus margin ranging from 2.85% per annum to 3.75% per annum. The loan is repayable in four quarterly installments of $6.5 million, beginning three months from the date of the initial drawdown, followed by eight consecutive quarterly installments of $4.8 million with a final balloon payment of $41.0 million on the last repayment date.

Sale & Leaseback Agreements: In December 2021, Navios Holdings entered into four sale and leaseback agreements of $77.0 million in total, with unrelated third parties, in order to finance four dry bulk vessels. The agreements have an average term of seven years and a weighted average effective interest rate of 5.3%, with a repurchase obligation when declared of up to $12.9 million in total.

The information contained in this Report shall not be incorporated by reference into any previous or future registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

DATED 29 August 2019

as amended and restated

on 13 December 2021

NAVIOS MARITIME HOLDINGS INC.

as borrower

and

NAVIOS SHIPMANAGEMENT HOLDINGS CORPORATION

as lender

SECURED LOAN AGREEMENT

for a loan of up to USD127,632,195

in one or more advances

Index

THIS LOAN AGREEMENT (this “Agreement”) is dated 29 August 2019 and amended and restated on 13 December 2021 and made BETWEEN:

IT IS AGREED as follows:

This Agreement sets out the terms and conditions upon which the Lender agrees to make available to the Borrower a loan facility of USD127,632,195 (subject to adjustment as provided for in clause 2.2) in connection with the refinancing of certain obligations.

In this Agreement, unless the context otherwise requires:

“Advance A” means the amount of USD48,573,372 made available by the Lender to the Borrower prior to the Effective Date;

“Advance” means the amount of any advance made or to be made available by the Lender to the Borrower on or after the Effective Date in accordance with the terms of this Agreement in an aggregate amount of up to USD79,058,823;

“Alpha Merit” means Alpha Merit Corporation, a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“Amending and Restating Agreement” means that Amending and Restating Agreement supplemental to this Agreement, dated 13 December 2021, made by and between the Borrower and the Lender.

“Applicable Premium” means the excess of (A) the present value at such time of (i) 110% of the principal amount so prepaid, assuming payment thereof on the 18 month anniversary of the Effective Date plus (ii) all remaining interest payments due (calculated at a rate 18% per annum, if the prepayment occurs prior to the Second Secured Indenture Repayment Date; and 16.5% per annum if the prepayment occurs on or after Second the Secured Indenture

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Repayment Date) on the amount so prepaid through and including the 18 month anniversary of the Effective Date (excluding any interest accrued to the date of such prepayment), computed using a discount rate equal to the Applicable Treasury Rate, plus 0.50%, over (B) the principal amount so prepaid on the date of prepayment;

“Applicable Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Banking Days’ prior to such date of prepayment (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of redemption to the 18 month anniversary of the Effective Date; provided, however, that if the period from the date of prepayment to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given having maturities as close as possible to the date that is the 18 month anniversary of the Effective Date;

“Banking Day” means a day on which dealings in deposits in USD are carried on in the London Interbank Eurocurrency Market and a day (other than Saturday or Sunday) on which banks are open for general business in London, Piraeus, Hamburg and New York City;

“Borrowed Money” means Indebtedness in respect of (i) money borrowed and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to (viii) above;

“Borrower” means Navios Maritime Holdings Inc. a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

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“Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

“Collateral” means the collateral subject to the Security Documents other than the Guarantees and any other Encumbrance provided to the Lender from time to time as security for the Loan;

“Commitment” means, in relation to the Loan, the maximum amount which the Lender has agreed to lend to the Borrower under clause 2.1 as reduced by any relevant term of this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in schedule 3 signed by a director of the Borrower;

“Convertible Debenture” means the Convertible Debenture issued by the Borrower in favour of the Lender as of the date hereof;

“Default” means any Event of Default or any event or circumstance which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

“Designated Shareholder” means Mrs. Angeliki Frangou either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary);

“Dollars” and “USD” mean the lawful currency of the USA and in respect of all payments to be made under any of the Loan Documents means funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in US dollars);

“Drawdown Date” means, in respect of an Advance, any date being a Banking Day on which that Advance is, or is to be, made available;

“Drawdown Notice” means in relation to each Advance a notice substantially in the form of Schedule 4;

“Effective Date” has the meaning given thereto in the Amending and Restating Agreement;

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“Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention, preferential right, option, trust arrangement or security interest or any other encumbrance, security or arrangement conferring howsoever a priority of payment in respect of any obligation of any person;

“Event of Default” means any of the events or circumstances listed in clause 10.1;

“Facility Period” means the period starting as of the date hereof and ending on such date as all payment obligations whatsoever of the Borrower under or pursuant to the Loan Documents whensoever arising, actual or contingent, have been irrevocably paid;

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by FATCA;

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

“Fee Letter” means the fee letter dated as of the Effective Date addressed by the Borrower to the Lender in respect of fees payable by the Borrower in relation to, among other things, this Agreement;

“Final Repayment Date” means the fourth anniversary of the Effective Date or such later date requested by the Borrower as the Lender may agree in its absolute discretion on which the Loan must be repaid in full;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

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“First Security Documents” means, together, the NMM Partnership Interests Pledge B, NMM Partnership Interests Pledge C and the Guarantees;

“GP LLC” means Navios GP LLC, a limited liability company formed and existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“GP LLC Interests Pledge” means the pledge of all membership interests of and in GP LLC to be executed by the Borrower in favour of the Lender in such form as the Lender may require in its reasonable discretion;

“Group” means at any relevant time the Borrower and its Subsidiaries but not including any Subsidiary which is listed on any public stock exchange and any of its Subsidiaries;

“Group Member” means any member of the Group;

“Guarantee” means each of the guarantees granted by each of the Guarantors, in such form as the Lender may agree or require in its reasonable discretion (and which may be in the form of a joint and several guarantee), and in the plural means all of them;

“Guarantor” means each of the companies listed in Schedule 1 and in the plural means all of them;

“Indebtedness” means any obligation howsoever arising (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) for the payment or repayment of money (but excluding surety bonds, performance bonds or similar instruments except to the extent of a reimbursement obligation then outstanding);

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“Latest Accounts” means, in respect of any financial year of the Borrower, the latest financial statements required to be prepared pursuant to clause 8.1.6;

“Legal Reservations” means:

“Lender” means Navios Shipmanagement Holdings Corporation, a corporation incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“Loan” means the principal amount borrowed by the Borrower under this Agreement or (as the context may require) the principal amount owing to the Lender under this Agreement at any relevant time;

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“Loan Documents” means this Agreement, the Convertible Debenture, the Amending and Restating Agreement and the Security Documents;

“Material Adverse Effect” means, a material adverse effect on:

“Navios Logistics” means Navios South American Logistics Inc., a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960.

“Navios Logistics Shares Pledge” means the pledge of the shares of and in Navios Logistics required to be executed hereunder by the Navios Logistics Shareholder in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“Navios Logistics Shareholder” means Navios Corporation a corporation organised and existing under the laws of the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“New Facility Agreements” has the meaning given thereto in the Amending and Restating Agreement;

“NMM” means Navios Maritime Partners L.P. a limited partnership organised and existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“NMM Partnership Interests Pledge A” means the first priority pledge of 1,070,491 common units of NMM required to be executed hereunder by Alpha Merit and GP LLC in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“NMM Partnership Interests Pledge B” means the first priority pledge of 2,070,216 common units of NMM required to be executed hereunder by Alpha Merit, and the Borrower in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

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“NMM Partnership Interests Pledge C” means a first priority pledge of 1,905 common units of NMM required to be executed hereunder by Alpha Merit in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“Permitted Encumbrance” means (i) any Encumbrance created pursuant to or expressly permitted by the Loan Documents or otherwise permitted by the Lender, (ii) any Encumbrance permitted by the terms of the New Facility Agreements, (iii) any lien arising by the operation of law, (iv) any Encumbrance existing as at the Effective Date in respect of any Financial Indebtedness, (v) any Encumbrance securing Financial Indebtedness permitted under clause 8.2.3, and (vi) such other Encumbrances as the Lender may consent to for the purposes of this definition;

“Perfection Requirements” means the making or procuring of appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Security Documents and/or the security expressed to be created under the Security Documents determined by the legal advisers to the Lender to be necessary in any Pertinent Jurisdiction for the enforceability or production in evidence of the relevant Security Document to the extent such matters are complied with within any timeframe specified by law or the relevant Security Document;

“Pertinent Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment or assets which are secured under the Security Documents;

“Proceedings” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Prohibited Person” means a person that is:

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“Register” has the meaning specified in clause 14.3

“Required Authorisation” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, government entity or central bank or other self-regulating or supra-national authority in order to enable the Borrower lawfully to draw the Loan and/or to enable any Security Party lawfully and continuously to continue its corporate existence and/or perform all its obligations whatsoever whensoever arising under the Loan Documents and/or grant security under the Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Sanctions” means any economic or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, or any similar list issued or maintained or made public by any of the Sanctions Authorities.

“Second Security Documents” means, together, the NMM Partnership Interests Pledge A, the GP LLC Interests Pledge and the Navios Logistics Shares Pledge, and any other documents designated by the Borrower and the Lender as a “Second Security Document”;

9

“Second Secured Indenture” means the Indenture dated as of 21 November 2017 for USD305,000,000 issued by the Borrower and Navios Maritime Finance II (US) Inc. for 11.25% Senior Secured Notes due on August 15, 2022, as amended and/or to be amended from time to time;

“Second Secured Indenture Repayment Date” means the date on which all amounts due and payable under the Second Secured Indenture are repaid;

“Security Documents” means, together, (i) the First Security Documents and (ii) following the Second Secured Indenture Repayment Date, the Second Security Documents, and any other documents designated by the Borrower and the Lender as “Security Documents” or any other documents as may have been or shall from time to time after the date of this Agreement be executed in favour of the Lender to guarantee and/or to govern and/or to secure payment of all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrower pursuant to this Agreement;

“Security Party” means the Borrower, the Guarantors, Alpha Merit, GP LLC, the Navios Logistics Shareholder or any other person who may at any time be a party to any of the Loan Documents (other than the Lender);

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity;

“Taxes” includes all present and future income, corporation, capital or value-added taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever together with interest thereon and penalties in respect thereto, if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation” shall be construed accordingly); and

“Unlawfulness” means any event or circumstance which either is or, as the case may be, might in the reasonable opinion of the Lender become the subject of a notification by the Lender to the Borrower under clause 12.1.

In this Agreement, unless the context otherwise requires:

10

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No part of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

In reliance upon each of the representations and warranties in clause 7, the Lender agrees to make available by way of loan to the Borrower on the terms of this Agreement the principal amount described in clause 2.2.

The principal amount of USD127,632,195 to be made available in:

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On the terms and subject to the conditions of this Agreement, the Loan shall be advanced in one or more Advances, each on a Drawdown Date following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10 a.m. London time on the Banking Day before such proposed Drawdown Date. A Drawdown Notice shall be effective on actual receipt by the Lender and, once given, shall be irrevocable.

Upon receipt of a Drawdown Notice complying with the terms of this Agreement, the Lender shall, subject to the provisions of clause 9, make an Advance available to the Borrower on the relevant Drawdown Date in payment to such account as the Borrower shall specify in the relevant Drawdown Notice, provided that such Drawdown Date must be on or before the Second Secured Indenture Repayment Date (or such later date as the Borrower and the Lender may agree).

The Advances shall be applied to repay certain indebtedness and for general corporate purposes, and the Lender shall have no responsibility for the Borrower’s use of the proceeds of the Loan and is not bound to monitor or verify the application of any amount borrowed pursuant to the terms of this Agreement.

3.1.1 The Loan shall bear interest (a) up to the Effective Date in respect of Advance A, 5% per annum and (b) from the Effective Date onwards in respect of Advance A and from the Drawdown Date in respect of any Advance (i) up to but not including the Second Secured Indenture Repayment Date, 15% per annum and thereafter (ii) 13.5% per annum, which shall, following the Effective Date, be payable (subject to Clause 3.1.3) in quarterly instalments in arrears commencing with an instalment for the whole Loan becoming due three months after the Drawdown Date in respect of the first Advance to be drawn down after the Effective Date and quarterly thereafter (each such date, an “Interest Payment Date”).

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If the Lender fails to receive any sum whatsoever on its due date for payment under any of the Loan Documents (other than any sum expressly deemed paid hereunder by means of an increase to the outstanding principal amount of the Convertible Debenture), the Borrower must pay interest on such sum on demand from the due date up to the date of actual payment (as well after as before judgment) at a rate of two (2.0) per cent per annum over the interest rate referred to in clause 3.1. Such interest shall be due and payable on demand, shall accrue daily and shall be compounded annually.

Subject as otherwise provided in this Agreement, the Borrower must repay the Loan in quarterly instalments of USD5,000,000, falling due on Interest Payment Dates, with the first instalment falling due on the first Interest Payment Date in the third quarter of 2023 and subsequent instalments falling due on subsequent Interest Payment Dates thereafter and on the Final Repayment Date the Borrower must repay the whole of the Loan then outstanding.

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The Borrower may prepay the Loan in whole or in part (being USD1,000,000 or any larger sum which is a whole multiple of USD1,000,000) at any time.

The Borrower shall prepay the Loan:

Any prepayment of all or part of the Loan under this Agreement shall be made together with:

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which amount shall be deemed to be paid by means of an increase to the principal amount outstanding under the Convertible Debenture.

16

The Borrower shall on the Effective Date pay to the Lender fees in accordance with the Fee Letter.

The Borrower agrees to reimburse the Lender on a full indemnity basis on demand for all reasonable and documented expenses and/or disbursements whatsoever:

All expenses payable under to this clause 5 must be paid with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement must, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.

The Borrower must pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Lender) imposed on or in connection with any Loan Documents or the Loan and agree to indemnify the Lender against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes other than to the extent such duties or taxes arise as a result of the Lender transferring its Loan or Commitments under this Agreement.

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All payments to be made by the Borrower under any of the Loan Documents must be made in full, without any set-off or counterclaim whatsoever and, subject to clause 6.5, free and clear of any deductions or withholdings, in USD not later than 11 a.m. London time on the due date to such account of the Lender as the Lender may from time to time notify to the Borrower.

When any payment under any of the Loan Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day.

All interest and other payments of an annual nature under any of the Loan Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a 365 or 366 day year, as applicable.

If any sum due from the Borrower under any of the Loan Documents, or under any order or judgment given or made in relation thereto or for any other reason whatsoever, must be converted from the currency (“the first currency”) in which the same is payable thereunder into another currency (“the second currency”) for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation thereto, the Borrower undertakes to indemnify and hold harmless the Lender from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such

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order, judgment, claim or proof. Any amount due from the Borrower under this clause 6.4 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Loan Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

If at any time the Borrower must make any deduction or withholding in respect of Taxes from any payment due under any of the Loan Documents, the sum due from the Borrower in respect of such payment must then be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been made and the Borrower agrees to indemnify the Lender on demand against any losses or costs certified by the Lender to have been incurred by it by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower must promptly deliver to the Lender any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. . The Lender shall use commercially reasonable efforts (including the delivery of properly completed and executed Tax forms or documentation prescribed by applicable law) to reduce or eliminate any deduction or withholding for Taxes from any payment due under any of the Loan Documents and to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to this clause 6.5.

The Lender agrees to maintain a control account showing the Loan and other sums owing by the Borrower under the Loan Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, absent prompt objection by the Borrower, be conclusive as to the amount from time to time owing by the Borrower under the Loan Documents.

19

If, on any date on which a payment is due to be made by the Borrower under any of the Loan Documents, the amount received by the Lender from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date then, without prejudice to any rights or remedies available to the Lender under any of the Loan Documents, the Lender must apply the amount actually received from the Borrower in or towards discharge of the obligations of the Borrower under the Loan Documents in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrower:

The order of application set out in clauses 6.7.1 to 6.7.5 may be varied by the Lender without any reference to, or consent or approval from, the Borrower.

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21

The Borrower represents and warrants to the Lender that:

each of the Security Parties is duly incorporated and validly existing in good standing, under the laws of the Republic of the Marshall Islands as a corporation or limited liability company and has power to carry on its respective business as it is now being conducted and to own its property and other assets to which it has unencumbered legal and beneficial title except as disclosed to the Lender in writing;

each of the Security Parties has power to execute, deliver and perform its obligations and, as the case may be, to exercise its rights under the Loan Documents to which it is a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and on the execution of the Loan Documents performance of the same and no limitation on the powers of the Borrower to borrow or any other Security Party to howsoever incur liability and/or to provide or grant security will be exceeded as a result of borrowing any part of the Loan;

subject to the Legal Reservations and the Perfection Requirements, the Loan Documents, when executed, will constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms and admissible in evidence and the Security Documents will create first priority Encumbrances;

the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Loan Documents by the relevant Security Parties will not (i) contravene in any material respect any existing applicable law, statute, rule or regulation or any judgment, decree or permit of any Pertinent Jurisdiction to which any Security Party or other member of the Group is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any Security Party or any other member of the Group is a party or is subject or by which it or any of its property is bound which is likely to have a Material Adverse Effect , (iii) contravene or conflict with any provision of the constitutional documents of any Security Party or (iv) result in the creation or imposition of, or oblige any Security Party to create, any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of any Security Party secured under the Security Documents;

22

no Default has occurred which is continuing;

no Proceedings are current, pending or, to the knowledge of the officers of the Borrower, threatened against any Security Party or any other Group Members or their assets which could have a Material Adverse Effect and there exist no judgments, orders, injunctions which would materially affect the obligations of any Security Party under the Loan Documents other than have been publicly disclosed by the Borrower prior to the Effective Date;

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Loan Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Pertinent Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Pertinent Jurisdiction on or in relation to the Loan Documents and each of the Loan Documents is in proper form for its enforcement in the courts of each Pertinent Jurisdiction;

all Required Authorisations have been obtained or effected and are in full force and effect and no Security Party has in any way contravened any applicable law, statute, rule or regulation (including all such as relate to money laundering);

the choice of English law to govern the Loan Documents and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of the Security Parties associated therewith, are valid and binding;

23

no Security Party nor any of their assets is entitled to immunity on the grounds of sovereignty or otherwise from any Proceedings whatsoever;

the Latest Accounts of the Borrower in respect of the relevant financial year as delivered to the Lender present fairly and accurately the financial position of the Borrower for the financial year, ended on such date and, as at such date, the Borrower had no material liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements or notes thereto;

the obligations of the Security Parties under this Agreement are direct, general and unconditional obligations of the Security Parties and rank at least pari passu with all present and future unsubordinated Indebtedness of each Security Party except for obligations which are mandatorily preferred by operation of law and not by contract;

all written factual information, whatsoever provided by any Security Party to the Lender in connection with the negotiation and preparation of the Amending and Restating Agreement, or otherwise provided hereafter in relation to, or pursuant to this Agreement is true and accurate in all material respects and not misleading and the Borrower’s public filings do or will not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein as of such date and there has not occurred a Material Adverse Effect on any Security Party since such information was provided to the Lender;

save as otherwise disclosed in writing by the Borrower to the Lender on or prior to the date of this Agreement, no properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will be subject to any Encumbrance except Permitted Encumbrances;

24

the copies of the constitutional documents of the Security Parties delivered or to be delivered to the Lender pursuant to clause 9.1 are, or will when delivered be, true and complete copies; and there have been no amendments or variations thereof;

no Security Party has incurred any Indebtedness other than as permitted under the Second Secured Indenture or under clause 8.2.3 or as otherwise disclosed to the Lender in writing or as disclosed in the Group’s public filings;

the Borrower shall apply the Loan only for the purposes specified in clauses 1.1. and 2.5;

subject to any permissible extensions, the Borrower has filed all material tax and other fiscal returns required to be filed with any tax authority to which it is subject;

the Borrower does not have an office in England;

none of the Security Parties is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any of its debts or has announced an intention to do so, is or has become insolvent; or, save as disclosed to the Lender prior to the Effective Date, or has suffered the declaration of a moratorium in respect of any of its Indebtedness;

25

no Security Party nor any director, officer, agent, employee of any Security Party or any person acting on behalf of any Security Party, is a Prohibited Person nor acts directly or indirectly on behalf of a Prohibited Person; and

On the Effective Date and on each Interest Payment Date, the Borrower shall be deemed to repeat the representations and warranties in clause 7.1 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

The Borrower undertakes with the Lender that, from the Effective Date until the end of the Facility Period, it will:

promptly inform (and any public filing of the Borrower containing the relevant information about the matters hereafter described shall constitute compliance with this covenant to inform) the Lender of (a) when required under the Second Secured Indenture, any Default (including the occurrence of any Event of Default under (and as defined in) the Second Secured Indenture, in which case the Borrower shall also provide to the Lender copies of all demands or notices made in connection therewith) and of any other circumstances or occurrence which might materially and adversely affect the ability of the Borrower to perform its obligations under any of the Loan Documents and (b) as soon as the same is instituted or formally threatened in writing, details of any Proceedings involving the Borrower which could have a Material Adverse Effect on the Borrower and will from time to time, if so reasonably requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing and no such Proceedings are on foot or have been formally threatened in writing;

obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Lender, upon request, with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary under any applicable law for the continued due performance of all the obligations of the Security Parties under each of the Loan Documents;

26

ensure that each Security Party maintains its corporate existence as a body corporate duly organised and validly existing and in good standing under the laws of the Pertinent Jurisdiction and ensure that the Borrower is owned and controlled, directly or through other companies, by the persons disclosed to the Lender prior to the date hereof;

use the Loan exclusively for the purposes specified in clauses 1.1 and 2.5; and

ensure that its obligations under this Agreement shall at all times rank at least pari passu with all its present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

provide the Lender (or procure that is provided):

27

deliver to the Lender on the dates on which the financial statements must be delivered to the Lender under clause 8.1.6(b), a Compliance Certificate and such other supporting information as the Lender may reasonably require;

provide the Lender with such financial or other information concerning the Borrower, all vessels (including those under construction) owned, acquired, sold or managed by any Group Member, or any of its Subsidiaries, including, commitments, financial standing, operations and in relation to Borrowed Moneys, repayment of Borrowed Money, as the Lender may from time to time reasonably require;

comply in all material respects with all relevant applicable laws, statutes, directives, decrees, rulings and analogous rules (including, but not limited to, those relating to Sanctions) and regulations (other than in the case of Sanctions) where failure to do so would be reasonably likely to have a Material Adverse Effect and pay all taxes for which it is liable as they fall due unless disputed in good faith;

prior to the Second Secured Indenture Repayment Date, comply with all of its obligations under the Second Secured Indenture;

will not and will use reasonable endeavours to ensure that no Group Member does, conduct or undertake any business:

28

as they apply to their members or nationals; or

deliver to the Lender upon request a copy of each report, circular, notice or like document issued by the Borrower to its shareholders or creditors generally;

The Borrower undertakes with the Lender that, from the Effective Date until the end of the Facility Period, it will not, without the prior written consent of the Lender:

permit any Encumbrance (other than (i) a Permitted Encumbrance or (ii) as otherwise disclosed (x) in writing by the Borrower to the Lender or (y) in public filings, in each case of sub-clauses (x) and (y), on or prior to the date of this Agreement) to subsist, arise or be created or extended over any shares owned by the Borrower to secure or prefer any present or future Indebtedness or other liability or obligation of any Group Member or any other person;

merge or consolidate with or into or directly or indirectly sell all or substantially all of its properties and assets to any other person (a “successor person”) unless: (i) the Borrower is the surviving person and (ii) immediately after giving effect to the transaction, no Event of Default (or any event which is, or after notice or passage of time or both would be, an Event of Default), shall have occurred and be continuing;

29

incur, and will not permit any Security Party to incur, any Financial Indebtedness without the Lender’s consent other than (i) Financial Indebtedness under the New Facility Agreements and (ii) Financial Indebtedness incurred in the ordinary course of business with respect to performance bonds, surety, statutory, customs and appeal bonds, bid bonds, completion guarantees and similar obligations, including with respect to letters of credit supporting such obligations; provided that no Financial Indebtedness of Navios Logistics and its direct or indirect subsidiaries shall be prohibited hereunder;

have, and shall use reasonable endeavours to procure that no Group Member will have, any course of dealings, directly or indirectly, with any Prohibited Person.

8.2.5    Dividends

declare or pay dividends except for so long as no Event of Default has then occurred which is continuing, or would occur as a result of such declaration;

make investments and payments except for so long as no Event of Default has then occurred which is continuing, or would occur as a result of such investment.

On the date on which all sums due and payable under the Second Secured Indenture are paid and any encumbrance granted thereunder over any asset which is or is to be the subject of a Second Security Documents is released, the Borrower, without the need for a request therefor, shall deliver to the Lender the documentation referred to in Schedule 2.

Save as otherwise expressly provided in clause 8.2, any other terms or transactions or events permitted by the Second Secured Indenture shall be deemed to be permitted under this Agreement for the period up to, but not following the Second Secured Indenture Repayment Date.

30

The Lender’s obligation to make available an Advance is subject to the following conditions precedent:

The conditions specified in this clause 9 are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions.

Each of the following events shall constitute an Event of Default (whether such event shall occur voluntarily or involuntarily or by operation of law or regulation or in connection with any judgment, decree or order of any court or other authority or otherwise, howsoever):

31

32

33

34

The Lender may, without prejudice to any other rights of the Lender, at any time after the occurrence of an Event of Default so long as the same is continuing by notice to the Borrower:

in respect of any payment made under or pursuant to Clause 10.2, Clause 4.4.3 applies.

If, under clause 10.2.2, the Lender has declared the Loan to be due and payable on demand, at any time thereafter the Lender may by further notice to the Borrower demand repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable accordingly with all interest accrued and all other sums payable under this Agreement.

The Borrower agrees to indemnify the Lender on demand, without prejudice to any of the Lender’s other rights under any of the Loan Documents, against any loss (including loss of interest), cost or expense which the Lender shall certify as sustained at any time by it in connection with this Agreement, including (without limitation) any such loss, cost or expense

35

arising from any action, claim, suit or proceeding directly or indirectly related to this Agreement, the other Loan Documents or the Loan (excluding any default by the Lender determined by a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or wilful misconduct of the Lender or (ii) a material breach of the Loan Documents by the Lender).

Regardless of any other provision of this Agreement, in the event that the Lender notifies the Borrower that by reason of:

it becomes unlawful or it is prohibited by or contrary to such directive request or requirement for the Lender to maintain or give effect to any of its obligations in connection howsoever with this Agreement then (i) the Commitment shall be reduced to zero and (ii) the Borrower shall be obliged to prepay the Loan either immediately or on a future date (specified in the Lender’s notice) not being earlier than the latest date permitted by the relevant law, regulation, directive, request or requirement with interest and commitment commission accrued to the date of prepayment and all other sums payable whensoever by the Borrower under this Agreement.

If the Lender certifies to the Borrower that at any time the effect of any applicable law, regulation or regulatory requirements or the interpretation or application thereof or any change therein is to:

36

then and in each such case (subject to clause 12.3) the Borrower must on demand either:

Nothing in clause 12.2 shall entitle the Lender to receive any amount relating to compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional payment under clause 5.3, 5.4 or 6.5.

All moneys received by the Lender under or pursuant to any of the Loan Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 shall be applied by the Lender as follows:

37

The Borrower will, at its expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Loan Documents.

In the event of any conflict between this Agreement and any of the other Loan Documents executed by the Borrower, the provisions of this Agreement shall prevail.

No failure or delay on the part of the Lender to exercise any power, right or remedy under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in the Loan Documents are cumulative and are not exclusive of any remedies provided by law. No waiver by the Lender shall be effective unless it is in writing.

If any provision of this Agreement is prohibited, invalid, illegal or unenforceable in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or impair howsoever the remaining provisions thereof or affect the validity, legality or enforceability of such provision in any other jurisdiction.

Regardless of any other provision of this Agreement the Lender shall not be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from (i) the action or inaction or purported action of any governmental or local authority, (ii) any strike,

38

lockout, boycott or blockade (including any strike, lockout, boycott or blockade effected by or upon the Lender or any of its representatives or employees), (iii) any act of God, (iv) any act of war (whether declared or not) or terrorism, (v) any failure of any information technology or other operational systems or equipment affecting the Lender or (vi) any other circumstances whatsoever outside the Lender’s control; provided that, the foregoing shall not apply to any failure to fund the Advances on or prior to Second Secured Indenture Repayment Date.

This Agreement may be amended or varied only by an instrument in writing executed by both parties hereto who irrevocably agree that the provisions of this clause 13.7 may not be waived or modified except by an instrument in writing to that effect signed by both of them.

This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement which may be sufficiently evidenced by one counterpart.

All documents required to be delivered under and/or supplied whensoever in connection howsoever with any of the Loan Documents and all notices, communications, information and other written material whatsoever given or provided in connection howsoever therewith must either be in the English language or accompanied by an English translation certified by a notary, lawyer or consulate acceptable to the Lender.

This Agreement shall be binding upon, and ensure for the benefit of, the Lender and the Borrower and their respective successors.

The Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender. Neither the Borrower nor any affiliate of the Borrower may become a Lender or a sub-participant.

39

The Lender may not assign, sell or sub-participate all or any part of its rights under any Loan Document except (i) to a wholly-owned Subsidiary or controlled (or under common control) affiliate of the Lender, (ii) during the occurrence of an Event of Default, to any Subsidiary or affiliate of the Lender or (iii) with the prior written consent of the Borrower. The Lender, acting solely for this purpose as an agent of the Borrower, shall maintain a register for the recordation of the names and addresses of any such assignee or participant of the Lender, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each such assignee or participant pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Lender, and any such assignee or participant of Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Lender and any such assignee or participant of the Lender, at any reasonable time and from time to time upon reasonable prior notice. It is the intention that this Agreement be treated as a registered obligation and in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations thereunder.

The Lender may disclose to a prospective assignee, transferee or to any other person who may propose entering into contractual relations with the Lender in relation to this Agreement such information about or in connection with any of the Security Parties and the Loan Documents as the Lender considers appropriate, provided that the Lender shall consult with the Borrower prior to disclosing (i) any such information which is not public or contained in the Agreement and/or (ii) any documentation other that a copy of this Agreement or any other Security Document.

40

Address:    Strathvale House, 90 N Church Street,

P.O. Box 309, Grand Cayman,

KY1-1104 Cayman Islands

email address:     lwebster@navios.com

notwithstanding the provisions of this clause 15.2.1, a notice of Default and/or a notice given pursuant to clause 10.2 shall be deemed to have been given and shall take effect when delivered, sent or transmitted by the Lender to the Borrower to the address or email address referred to in this clause 15.2.1;

Address: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands

e-mail: nsmfinance@navios.com

if under clause 15.2.1 or this clause 15.2.2 a notice would be deemed to have been given and effective on a day which is not a working day in the place of receipt or is outside the normal business hours in the place of receipt, the notice shall be deemed to have been given and to have taken effect at the opening of business on the next working day in such place.

41

This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law.

Subject to clause 17.4 below, the Borrower and the Lender hereby irrevocably agree that the courts of England shall have exclusive jurisdiction:

Subject to clause 17.4 below, the Borrower and the Lender accordingly irrevocably and unconditionally submit to the jurisdiction of the English courts. Without prejudice to any other mode of service the Borrower:

42

The Borrower and the Lender:

43

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

44

Execution page

BORROWER

Private and Confidential

Date 13 December 2021

NAVIOS MARITIME HOLDINGS INC. (1)

as Borrower

-and-

NAVIOS SHIPMANAGEMENT HOLDINGS CORPORATION (2)

as Lender

AMENDING AND RESTATING AGREEMENT RELATING TO A

LOAN AGREEMENT DATED 29 August 2019

in relation to a Loan Agreement

dated 29 August 2019

PIRAEUS

Index

THIS AGREEMENT (this “Agreement”) is made on 13 December 2021

BETWEEN

BACKGROUND

each as defined in the Original Loan Agreement.

(2) As security for the Borrower’s obligations under the Original Loan Agreement, the following security documents have been executed in favour of the Lender and shall remain in full force and effect following the occurrence of the Effective Date to secure the obligations under the Amended and Restated Loan Agreement:

(a) the NMM Partnership Interests Pledge B;

(b) the NMM Partnership Interests Pledge C;

(c) the Guarantee

each as defined in the Original Loan Agreement.

(a) release of the Released Security Documents including the collateral granted under such Released Security Documents; and

(b) amendment of the Original Loan Agreement on the terms of the Amended and Restated Agreement (as hereinafter defined).

IT IS AGREED as follows:

“Amended and Restated Loan Agreement” means the Original Loan Agreement, as amended and restated by this Agreement, the terms of which are set out in the Appendix (Amended and Restated Loan Agreement).

“Effective Date” means the first Banking Day on which all the conditions precedent referred to in Clause 3.1 have been fulfilled by the Borrower.

“New Facility Agreements” means together (a) a facility agreement made or to be made between (i) the Borrower (as borrower) and (ii) HCOB (as lender) for a loan of up to $105,000,000 and (b) one facility agreement made or to be made between (amongst others) (i) the Borrower (as borrower) and (ii) CACIB/BNP (as lender) for a loan of up to $105,000,000 and in the singular means any of them and (c) (x) an amending and restating agreement in respect of a loan agreement dated 29 June 2021 made between (i) the Borrower as borrower and (ii) the Lender as lender and (y) the loan agreement amended and restated thereby, in respect of a term loan facility of up to US$135,000,000.

“Released Parties” means together, the parties other than the Lender to the Released Security Documents and in the singular means any one of them.

2

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement except with respect to Section 4.2.

This Agreement is a Loan Document under the Amended and Restated Loan Agreement.

With effect from the Effective Date the Original Loan Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the Appendix (Amended and Restated Loan Agreement).

a certificate from a duly authorised officer of Alpha Merit and the Borrower confirming that, as of the Effective Date, none of the documents delivered to the Lender pursuant to paragraph (a) of schedule 2 of the Original Loan Agreement have been amended or modified in any way since the date of their delivery to the Lender, or in the alternative copies thereof, certified by a duly authorised officer of Alpha Merit and, as the case may be, the Borrower as true, complete, accurate and neither amended nor revoked, of any documents which have been amended or modified;

3

NMM Partnership Interests Pledge C duly executed by Alpha Merit, together with all documents required to be delivered pursuant to the terms thereof;

the endorsement at the end of this Agreement signed by each Security Party (other than the Borrower);

a certificate issued by the Borrower that there are no Required Authorizations or that there are no Required Authorisations except those described in such certificate which have been duly obtained and certified copies of which (including any documents ancillary thereto) are appended thereto;

duly executed and delivered copies of the Convertible Debenture;

copies of the New Facility Agreements;

a certificate issued by the Borrower certifying that the representations and warranties in Clause 7 of the Amended and Restated Loan Agreement, updated with appropriate modifications to refer to this Agreement, remain true and not misleading (giving effect to any materiality qualifiers set forth therein) if repeated on the date of this Agreement with reference to the circumstances now existing.

The Security Documents shall remain in full force and effect as security for the Outstanding Indebtedness (as defined therein), as amended and supplemented by such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

4

With effect on and from the Effective Date and without prejudice to the obligations of the Borrower under the Loan Agreement the Lender hereby:

The Lender makes and gives no representation, warranty or covenant in relation to the property reassigned herein except that they have not assigned, charged or granted another security interest in respect of that property.

for any of the purposes described in Clause 5.2 or for any similar or related purpose.

5

General. The provisions of Clause 16 (Notices) of the Amended and Restated Loan Agreement shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

Application of the Amended and Restated Loan Agreement provisions.    This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law. The provisions of Clause 18 (Jurisdiction) of the Amended and Restated Loan Agreement shall apply to this Agreement as if they were expressly set out in this Agreement with any necessary modifications.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed as a deed on the date first above written.

6

THE BORROWER

Exhibit 99.2

DATED 29 June 2021

as amended and restated

on        November 2021

NAVIOS MARITIME HOLDINGS INC.

as borrower

and

NAVIOS SHIPMANAGEMENT HOLDINGS CORPORATION

as lender

SECURED LOAN AGREEMENT

for a loan of up to USD135,000,000

in one or more advances

Index

1

THIS LOAN AGREEMENT (this “Agreement”) is dated 29 June 2021 and amended and restated on November 2021 and made BETWEEN:

IT IS AGREED as follows:

This Agreement sets out the terms and conditions upon which the Lender agrees to make available to the Borrower a loan facility of USD135,000,000 (subject to adjustment as provided for in clause 2.2) in connection with the refinancing of certain obligations.

In this Agreement, unless the context otherwise requires:

“Advance A” means the amount of USD64,058,823 made available by the Lender to the Borrower prior to the Effective Date;

“Advance” means the amount of any advance made or to be made available by the Lender to the Borrower on or after the Effective Date in accordance with the terms of this Agreement in an aggregate amount of up to USD70,941,177;

“Alpha Merit” means Alpha Merit Corporation, a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“Amending and Restating Agreement” means that Amending and Restating Agreement supplemental to this Agreement dated         November 2021, made by and between the Borrower and the Lender;

“Applicable Premium” means the excess of (A) the present value at such time of (i) 110% of the principal amount so prepaid, assuming payment thereof on the 18 month anniversary of the Effective Date plus (ii) all remaining interest payments due (calculated at a rate 18% per annum, if the prepayment occurs prior to the Second Secured Indenture Repayment Date; and

1

16.5% per annum if the prepayment occurs on or after the Second Secured Indenture Repayment Date) on the amount so prepaid through and including the 18 month anniversary of the Effective Date (excluding any interest accrued to the date of such prepayment), computed using a discount rate equal to the Applicable Treasury Rate, plus 0.50%, over (B) the principal amount so prepaid on the date of prepayment;

“Applicable Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Banking Days prior to such date of prepayment (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of redemption to the 18 month anniversary of the Effective Date; provided, however, that if the period from the date of prepayment to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given having maturities as close as possible to the date that is the 18 month anniversary of the Effective Date;

“Banking Day” means a day on which dealings in deposits in USD are carried on in the London Interbank Eurocurrency Market and a day (other than Saturday or Sunday) on which banks are open for general business in London, Piraeus, Hamburg and New York City;

“Borrowed Money” means Indebtedness in respect of (i) money borrowed and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to (viii) above;

2

“Borrower” means Navios Maritime Holdings Inc. a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

“Collateral” means the collateral subject to the Security Documents other than the Guarantees and any other Encumbrance provided to the Lender from time to time as security for the Loan;

“Commitment” means, in relation to the Loan, the maximum amount which the Lender has agreed to lend to the Borrower under clause 2.1 as reduced by any relevant term of this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in schedule 3 signed by a director of the Borrower;

“Convertible Debenture” means the Convertible Debenture issued by the Borrower in favour of the Lender as of the date hereof ;

“Default” means any Event of Default or any event or circumstance which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

“Designated Shareholder” means Mrs. Angeliki Frangou either directly or indirectly (through entities owned and controlled by her or trusts or foundations of which she is the beneficiary);

“Dollars” and “USD” mean the lawful currency of the USA and in respect of all payments to be made under any of the Loan Documents means funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in US dollars);

“Drawdown Date” means, in respect of an Advance, any date being a Banking Day on which that Advance is, or is to be, made available;

“Drawdown Notice” means in relation to each Advance a notice substantially in the form of Schedule 4;

“Effective Date” has the meaning given thereto in the Amending and Restating Agreement;

3

“Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention, preferential right, option, trust arrangement or security interest or any other encumbrance, security or arrangement conferring howsoever a priority of payment in respect of any obligation of any person;

“Event of Default” means any of the events or circumstances listed in clause 10.1;

“Facility Period” means the period starting as of the date hereof and ending on such date as all payment obligations whatsoever of the Borrower under or pursuant to the Loan Documents whensoever arising, actual or contingent, have been irrevocably paid;

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by FATCA;

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

“Fee Letter” means the fee letter dated as of the Effective Date addressed by the Borrower to the Lender in respect of fees payable by the Borrower in relation to, among other things, this Agreement;

“Final Repayment Date” means the fourth anniversary of the Effective Date or such later date requested by the Borrower as the Lender may agree in its absolute discretion on which the Loan must be repaid in full;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

4

“GP LLC” means Navios GP LLC, a limited liability company formed and existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“GP LLC Interests Pledge” means the second priority pledge of all membership interests of and in GP LLC to be executed by the Borrower in favour of the Lender in such form as the Lender may require in its reasonable discretion;

“Group” means at any relevant time the Borrower and its Subsidiaries but not including any Subsidiary which is listed on any public stock exchange and any of its Subsidiaries;

“Group Member” means any member of the Group;

“Guarantee” means each of the guarantees granted by each of the Guarantors, in such form as the Lender may agree or require in its reasonable discretion (and which may be in the form of a joint and several guarantee), and in the plural means all of them;

“Guarantor” means each of the companies listed in Schedule 1 and in the plural means all of them;

“Indebtedness” means any obligation howsoever arising (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) for the payment or repayment of money (but excluding surety bonds, performance bonds or similar instruments except to the extent of a reimbursement obligation then outstanding);

5

“Intercreditor Agreement” means an agreement between, among others, the Collateral Trustee and the Co-Issuers (each as defined in the Second Secured Indenture), the Lender and the Security Parties party to the Security Documents over assets which are also secured in favour of the said Collateral Trustee under first priority security;

“Latest Accounts” means, in respect of any financial year of the Borrower, the latest financial statements required to be prepared pursuant to clause 8.1.6;

“Legal Reservations” means:

“Lender” means Navios Shipmanagement Holdings Corporation, a corporation incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“Loan” means the principal amount borrowed by the Borrower under this Agreement or (as the context may require) the principal amount owing to the Lender under this Agreement at any relevant time;

6

“Loan Documents” means this Agreement, the Convertible Debenture, the Amending and Restating Agreement and the Security Documents;

“Material Adverse Effect” means, a material adverse effect on:

“Navios Logistics” means Navios South American Logistics Inc., a company incorporated in the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960.

“Navios Logistics Shares Pledge” means a second priority pledge of the shares of and in Navios Logistics required to be executed hereunder by the Navios Logistics Shareholder in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“Navios Logistics Shareholder” means Navios Corporation a corporation organised and existing under the laws of the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“New Facility Agreements” has the meaning given thereto in the Amending and Restating Agreement;

“NMM” means Navios Maritime Partners L.P. a limited partnership organised and existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;

“NMM Partnership Interests Pledge A” means a second priority pledge of 1,070,491 common units of NMM required to be executed hereunder by Alpha Merit and GP LLC in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

7

“NMM Partnership Interests Pledge B” means a second priority pledge of 2,070,216 common units of NMM required to be executed hereunder by Alpha Merit, and the Borrower in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“NMM Partnership Interests Pledge C” means a second priority pledge of 1,905 common units of NMM required to be executed hereunder by Alpha Merit in favour of the Lender, in such form as the Lender may agree or require in its sole discretion;

“Permitted Encumbrance” means (i) any Encumbrance created pursuant to or expressly permitted by the Loan Documents or otherwise permitted by the Lender, (ii) any Encumbrance permitted by the terms of the New Facility Agreements, (iii) any lien arising by the operation of law, (iv) any Encumbrance existing as at the Effective Date in respect of any Financial Indebtedness, (v) any Encumbrance securing Financial Indebtedness permitted under clause 8.2.3 and (vi) such other Encumbrances as the Lender may consent to for the purposes of this definition;

“Perfection Requirements” means the making or procuring of appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Security Documents and/or the security expressed to be created under the Security Documents determined by the legal advisers to the Lender to be necessary in any Pertinent Jurisdiction for the enforceability or production in evidence of the relevant Security Document to the extent such matters are complied with within any timeframe specified by law or the relevant Security Document;

“Pertinent Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment or assets which are secured under the Security Documents;

“Proceedings” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Prohibited Person” means a person that is:

8

“Register” has the meaning specified in clause 14.3

“Required Authorisation” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, government entity or central bank or other self-regulating or supra-national authority in order to enable the Borrower lawfully to draw the Loan and/or to enable any Security Party lawfully and continuously to continue its corporate existence and/or perform all its obligations whatsoever whensoever arising under the Loan Documents and/or grant security under the Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Sanctions” means any economic or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, or any similar list issued or maintained or made public by any of the Sanctions Authorities.

9

“Second Secured Indenture” means the Indenture dated as of 21 November 2017 for USD305,000,000 issued by the Borrower and Navios Maritime Finance II (US) Inc. for 11.25% Senior Secured Notes due on August 15, 2022, as amended and/or to be amended from time to time;

“Second Secured Indenture Repayment Date” means the date on which all amounts due and payable under the Second Secured Indenture are repaid;

“Securities Account” means an account in the name of the Borrower opened or to be opened with the Securities Account Bank or any other account (with that or another office of the Securities Account Bank or with a bank or financial institution other than the Securities Account Bank) which is designated by the Lender as the Securities Account for the purposes of this Agreement;

“Securities Account Bank” means UBS Financial Services Inc. or another bank or financial institution approved by the Lender at the request of the Borrower;

“Securities Account Pledge” means a pledge or other instrument in respect of the Securities Account executed or to be executed by the Borrower in favour of the Lender in such form as the Lender may require in its reasonable discretion

“Security Documents” means, the GP LLC Interests Pledge, the Navios Logistics Shares Pledge, the NMM Partnership Interests Pledge A, the NMM Partnership Interests Pledge B, the NMM Partnership Interests Pledge C, the Guarantee, the Securities Account Pledge and any other documents designated by the Borrower and the Lender as “Security Documents” or any other documents as may have been or shall from time to time after the date of this Agreement be executed in favour of the Lender to guarantee and/or to govern and/or to secure payment of all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrower pursuant to this Agreement;

“Security Party” means the Borrower, the Guarantors, Alpha Merit, GP LLC, the Navios Logistics Shareholder or any other person who may at any time be a party to any of the Loan Documents (other than the Lender);

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity;

10

“Taxes” includes all present and future income, corporation, capital or value-added taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever together with interest thereon and penalties in respect thereto, if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation” shall be construed accordingly); and

“Unlawfulness” means any event or circumstance which either is or, as the case may be, might in the reasonable opinion of the Lender become the subject of a notification by the Lender to the Borrower under clause 12.1.

In this Agreement, unless the context otherwise requires:

11

No part of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

12

In reliance upon each of the representations and warranties in clause 7, the Lender agrees to make available by way of loan to the Borrower on the terms of this Agreement the principal amount described in clause 2.2.

The principal amount of USD135,000,000 to be made available in:

(a) Advance A in the amount of USD64,058,823 (which amount has been drawn prior to the Effective Date and the Borrower acknowledges receipt thereof); and

(b) one or more Advances on or after the Effective Date in an aggregate amount of up to USD70,941,177.

On the terms and subject to the conditions of this Agreement, the Loan shall be advanced in one or more Advances, each on a Drawdown Date following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10 a.m. London time on the Banking Day before such proposed Drawdown Date. A Drawdown Notice shall be effective on actual receipt by the Lender and, once given, shall be irrevocable.

Upon receipt of a Drawdown Notice complying with the terms of this Agreement, the Lender shall, subject to the provisions of clause 9, make an Advance available to the Borrower on the relevant Drawdown Date in payment to such account as the Borrower shall specify in the relevant Drawdown Notice, provided that such Drawdown Date must be on or before the Second Secured Indenture Repayment Date (or such later date as the Borrower and the Lender may agree).

The Advances shall be applied to repay certain indebtedness and for general corporate purposes, and the Lender shall have no responsibility for the Borrower’s use of the proceeds of the Loan and is not bound to monitor or verify the application of any amount borrowed pursuant to the terms of this Agreement.

13

If the Lender fails to receive any sum whatsoever on its due date for payment under any of the Loan Documents (other than any sum expressly deemed paid hereunder by means of an increase to the outstanding principal amount of the Convertible Debenture), the Borrower must pay interest on such sum on demand from the due date up to the date of actual payment (as well after as before judgment) at a rate of two (2.0) per cent per annum over the interest rate referred to in clause 3.1. Such interest shall be due and payable on demand, shall accrue daily and shall be compounded annually.

14

Subject as otherwise provided in this Agreement, the Borrower must repay the Loan in quarterly instalments of USD5,000,000, falling due on Interest Payment Dates, with the first instalment falling due on the first Interest Payment Date in the third quarter of 2023 and subsequent instalments falling due on subsequent Interest Payment Dates thereafter and on the Final Repayment Date the Borrower must repay the whole of the Loan then outstanding.

The Borrower may prepay the Loan in whole or in part (being USD1,000,000 or any larger sum which is a whole multiple of USD1,000,000) at any time.

The Borrower shall prepay the Loan:

Any prepayment of all or part of the Loan under this Agreement shall be made together with:

15

which amount shall be deemed to be paid by means of an increase to the principal amount outstanding under the Convertible Debenture.

16

The Borrower shall on the Effective Date pay to the Lender fees in accordance with the Fee Letter.

The Borrower agrees to reimburse the Lender on a full indemnity basis on demand for all reasonable and documented expenses and/or disbursements whatsoever:

17

All expenses payable under to this clause 5 must be paid with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement must, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.

The Borrower must pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Lender) imposed on or in connection with any Loan Documents or the Loan and agree to indemnify the Lender against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes other than to the extent such duties or taxes arise as a result of the Lender transferring its Loan or Commitments under this Agreement.

All payments to be made by the Borrower under any of the Loan Documents must be made in full, without any set-off or counterclaim whatsoever and, subject to clause 6.5, free and clear of any deductions or withholdings, in USD not later than 11 a.m. London time on the due date to such account of the Lender as the Lender may from time to time notify to the Borrower.

When any payment under any of the Loan Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day.

All interest and other payments of an annual nature under any of the Loan Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a 365 or 366 day year, as applicable.

18

If any sum due from the Borrower under any of the Loan Documents, or under any order or judgment given or made in relation thereto or for any other reason whatsoever, must be converted from the currency (“the first currency”) in which the same is payable thereunder into another currency (“the second currency”) for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation thereto, the Borrower undertakes to indemnify and hold harmless the Lender from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from the Borrower under this clause 6.4 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Loan Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

If at any time the Borrower must make any deduction or withholding in respect of Taxes from any payment due under any of the Loan Documents, the sum due from the Borrower in respect of such payment must then be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been made and the Borrower agrees to indemnify the Lender on demand against any losses or costs certified by the Lender to have been incurred by it by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower must promptly deliver to the Lender any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. . The Lender shall use commercially reasonable efforts (including the delivery of properly completed and executed Tax forms or documentation prescribed by applicable law) to reduce or eliminate any deduction or withholding for Taxes from any payment due under any of the Loan Documents and to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to this clause 6.5.

19

The Lender agrees to maintain a control account showing the Loan and other sums owing by the Borrower under the Loan Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, absent prompt objection by the Borrower, be conclusive as to the amount from time to time owing by the Borrower under the Loan Documents.

If, on any date on which a payment is due to be made by the Borrower under any of the Loan Documents, the amount received by the Lender from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date then, without prejudice to any rights or remedies available to the Lender under any of the Loan Documents, the Lender must apply the amount actually received from the Borrower in or towards discharge of the obligations of the Borrower under the Loan Documents in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrower:

20

The order of application set out in clauses 6.7.1 to 6.7.5 may be varied by the Lender without any reference to, or consent or approval from, the Borrower.

21

The Borrower represents and warrants to the Lender that:

each of the Security Parties is duly incorporated and validly existing in good standing, under the laws of the Republic of the Marshall Islands as a corporation or limited liability company and has power to carry on its respective business as it is now being conducted and to own its property and other assets to which it has unencumbered legal and beneficial title except as disclosed to the Lender in writing;

each of the Security Parties has power to execute, deliver and perform its obligations and, as the case may be, to exercise its rights under the Loan Documents to which it is a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and on the execution of the Loan Documents performance of the same and no limitation on the powers of the Borrower to borrow or any other Security Party to howsoever incur liability and/or to provide or grant security will be exceeded as a result of borrowing any part of the Loan;

subject to the Legal Reservations and the Perfection Requirements, the Loan Documents, when executed, will constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms and admissible in evidence and the Security Documents will create first priority Encumbrances;

22

the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Loan Documents by the relevant Security Parties will not (i) contravene in any material respect any existing applicable law, statute, rule or regulation or any judgment, decree or permit of any Pertinent Jurisdiction to which any Security Party or other member of the Group is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any Security Party or any other member of the Group is a party or is subject or by which it or any of its property is bound which is likely to have a Material Adverse Effect, (iii) contravene or conflict with any provision of the constitutional documents of any Security Party or (iv) result in the creation or imposition of, or oblige any Security Party to create, any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of any Security Party secured under the Security Documents;

no Default has occurred which is continuing;

no Proceedings are current, pending or, to the knowledge of the officers of the Borrower, threatened against any Security Party or any other Group Members or their assets which could have a Material Adverse Effect and there exist no judgments, orders, injunctions which would materially affect the obligations of any Security Party under the Loan Documents other than have been publicly disclosed by the Borrower prior to the Effective Date;

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Loan Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Pertinent Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Pertinent Jurisdiction on or in relation to the Loan Documents and each of the Loan Documents is in proper form for its enforcement in the courts of each Pertinent Jurisdiction;

23

all Required Authorisations have been obtained or effected and are in full force and effect and no Security Party has in any way contravened any applicable law, statute, rule or regulation (including all such as relate to money laundering);

the choice of English law to govern the Loan Documents and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of the Security Parties associated therewith, are valid and binding;

no Security Party nor any of their assets is entitled to immunity on the grounds of sovereignty or otherwise from any Proceedings whatsoever;

the Latest Accounts of the Borrower in respect of the relevant financial year as delivered to the Lender present fairly and accurately the financial position of the Borrower for the financial year, ended on such date and, as at such date, the Borrower had no material liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements or notes thereto;

the obligations of the Security Parties under this Agreement are direct, general and unconditional obligations of the Security Parties and rank at least pari passu with all present and future unsubordinated Indebtedness of each Security Party except for obligations which are mandatorily preferred by operation of law and not by contract;

all written factual information, whatsoever provided by any Security Party to the Lender in connection with the negotiation and preparation of the Amending and Restating Agreement, or otherwise provided hereafter in relation to, or pursuant to this Agreement is true and accurate in all material respects and not misleading and the Borrower’s public filings do or will not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein as of such date and there has not occurred a Material Adverse Effect on any Security Party since such information was provided to the Lender;

24

save as otherwise disclosed in writing by the Borrower to the Lender on or prior to the date of this Agreement, no properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will be subject to any Encumbrance except Permitted Encumbrances;

the copies of the constitutional documents of the Security Parties delivered or to be delivered to the Lender pursuant to clause 9.1 are, or will when delivered be, true and complete copies; and there have been no amendments or variations thereof;

no Security Party has incurred any Indebtedness other than as permitted under clause 8.2.3 or as otherwise disclosed to the Lender in writing or as disclosed in the Group’s public filings or up to, but not following the Second secured Indenture Repayment Date, as permitted under the Second Secured Indenture;

the Borrower shall apply the Loan only for the purposes specified in clauses 1.1. and 2.5;

subject to any permissible extensions, the Borrower has filed all material tax and other fiscal returns required to be filed with any tax authority to which it is subject;

the Borrower does not have an office in England;

25

none of the Security Parties is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any of its debts or has announced an intention to do so, is or has become insolvent; or, save as disclosed to the Lender prior to the Effective Date, or has suffered the declaration of a moratorium in respect of any of its Indebtedness;

no Security Party nor any director, officer, agent, employee of any Security Party or any person acting on behalf of any Security Party, is a Prohibited Person nor acts directly or indirectly on behalf of a Prohibited Person; and

On the Effective Date and on each Interest Payment Date, the Borrower shall be deemed to repeat the representations and warranties in clause 7.1 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

The Borrower undertakes with the Lender that, from the Effective Date until the end of the Facility Period, it will:

promptly inform (and any public filing of the Borrower containing the relevant information about the matters hereafter described shall constitute compliance with this covenant to inform) the Lender of (a) when required under the Second Secured Indenture, any Default (including the occurrence of any Event of Default under (and as defined in) the Second Secured Indenture, in which case the Borrower shall also provide to the Lender copies of all demands or notices made in connection therewith) and of any other circumstances or occurrence which might materially and adversely affect the ability of the Borrower to perform its obligations under any

26

of the Loan Documents and (b) as soon as the same is instituted or formally threatened in writing, details of any Proceedings involving the Borrower which could have a Material Adverse Effect on the Borrower and will from time to time, if so reasonably requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing and no such Proceedings are on foot or have been formally threatened in writing;

obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Lender, upon request, with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary under any applicable law for the continued due performance of all the obligations of the Security Parties under each of the Loan Documents;

ensure that each Security Party maintains its corporate existence as a body corporate duly organised and validly existing and in good standing under the laws of the Pertinent Jurisdiction and ensure that the Borrower is owned and controlled, directly or through other companies, by the persons disclosed to the Lender prior to the date hereof;

use the Loan exclusively for the purposes specified in clauses 1.1 and 2.5; and

ensure that its obligations under this Agreement shall at all times rank at least pari passu with all its present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

provide the Lender (or procure that is provided):

27

deliver to the Lender on the dates on which the financial statements must be delivered to the Lender under clause 8.1.6(b), a Compliance Certificate and such other supporting information as the Lender may reasonably require;

provide the Lender with such financial or other information concerning the Borrower, all vessels (including those under construction) owned, acquired, sold or managed by any Group Member, or any of its Subsidiaries, including, commitments, financial standing, operations and in relation to Borrowed Moneys, repayment of Borrowed Money, as the Lender may from time to time reasonably require;

comply in all material respects with all relevant applicable laws, statutes, directives, decrees, rulings and analogous rules (including, but not limited to, those relating to Sanctions) and regulations (other than in the case of Sanctions) where failure to do so would be reasonably likely to have a Material Adverse Effect and pay all taxes for which it is liable as they fall due unless disputed in good faith;

28

prior to the Second Secured Indenture Repayment Date, comply with all of its obligations under the Second Secured Indenture;

will not and will use reasonable endeavours to ensure that no Group Member does, conduct or undertake any business:

as they apply to their members or nationals; or

deliver to the Lender upon request a copy of each report, circular, notice or like document issued by the Borrower to its shareholders or creditors generally;

29

The Borrower undertakes with the Lender that, from the Effective Date until the end of the Facility Period, it will not, without the prior written consent of the Lender:

permit any Encumbrance (other than (i) a Permitted Encumbrance or (ii) as otherwise disclosed (x) in writing by the Borrower to the Lender or (y) in public filings, in each case of sub-clauses (x) and (y), on or prior to the date of this Agreement) to subsist, arise or be created or extended over any shares owned by the Borrower to secure or prefer any present or future Indebtedness or other liability or obligation of any Group Member or any other person;

merge or consolidate with or into or directly or indirectly sell all or substantially all of its properties and assets to any other person (a “successor person”) unless: (i) the Borrower is the surviving person; and (ii) immediately after giving effect to the transaction, no Event of Default (or any event which is, or after notice or passage of time or both would be, an Event of Default), shall have occurred and be continuing;

incur, and will not permit any Security Party to incur, any Financial Indebtedness without the Lender’s consent other than (i) Financial Indebtedness under the New Facility Agreements; and (ii) Financial Indebtedness incurred in the ordinary course of business with respect to performance bonds, surety, statutory, customs and appeal bonds, bid bonds, completion guarantees and similar obligations, including with respect to letters of credit supporting such obligations; provided that no Financial Indebtedness of Navios Logistics and its direct or indirect subsidiaries shall be prohibited hereunder.

have, and shall use reasonable endeavours to procure that no Group Member will have, any course of dealings, directly or indirectly, with any Prohibited Person.

declare or pay dividends except for so long as no Event of Default has then occurred which is continuing, or would occur as a result of such declaration and/or payment;

30

make investments and payments except for so long as no Event of Default has then occurred which is continuing, or would occur as a result of such investment/or payment.

On the date on which all sums due and payable under the Second Secured Indenture are paid and any encumbrance granted in connection therewith over any asset is released, there may be granted to the Lender as security for other loan facilities, Encumbrances (“New Security”) over assets that are the subject of the NMM Partnership Interests Pledge B, the GP LLC Interests Pledge, the Navios Logistics Share Pledge and any other documents designated by the Borrower and the Lender and if there is, the Borrower shall procure that on the Lender’s request, the relevant Security Parties enter into and execute such documentation as the Lender may reasonably require in order to give the New Security first priority ahead of such said Security Documents.

Save as otherwise expressly provided in clause 8.2, any other terms or transactions or events permitted by the Second Secured Indenture shall be deemed to be permitted under this Agreement for the period up to, but not following the Second Secured Indenture Repayment Date.

The Lender’s obligation to make available an Advance is subject to the following conditions precedent:

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The conditions specified in this clause 9 are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions.

Each of the following events shall constitute an Event of Default (whether such event shall occur voluntarily or involuntarily or by operation of law or regulation or in connection with any judgment, decree or order of any court or other authority or otherwise, howsoever):

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33

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The Lender may, without prejudice to any other rights of the Lender, at any time after the occurrence of an Event of Default so long as the same is continuing by notice to the Borrower:

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in respect of any payment made under or pursuant to Clause 10.2, Clause 4.4.3 applies.

If, under clause 10.2.2, the Lender has declared the Loan to be due and payable on demand, at any time thereafter the Lender may by further notice to the Borrower demand repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable accordingly with all interest accrued and all other sums payable under this Agreement.

The Borrower agrees to indemnify the Lender on demand, without prejudice to any of the Lender’s other rights under any of the Loan Documents, against any loss (including loss of interest), cost or expense which the Lender shall certify as sustained at any time by it in connection with this Agreement, including (without limitation) any such loss, cost or expense arising from any action, claim, suit or proceeding directly or indirectly related to this Agreement, the other Loan Documents or the Loan (excluding any default by the Lender determined by a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or wilful misconduct of the Lender or (ii) a material breach of the Loan Documents by the Lender).

Regardless of any other provision of this Agreement, in the event that the Lender notifies the Borrower that by reason of:

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it becomes unlawful or it is prohibited by or contrary to such directive request or requirement for the Lender to maintain or give effect to any of its obligations in connection howsoever with this Agreement then (i) the Commitment shall be reduced to zero and (ii) the Borrower shall be obliged to prepay the Loan either immediately or on a future date (specified in the Lender’s notice) not being earlier than the latest date permitted by the relevant law, regulation, directive, request or requirement with interest and commitment commission accrued to the date of prepayment and all other sums payable whensoever by the Borrower under this Agreement.

If the Lender certifies to the Borrower that at any time the effect of any applicable law, regulation or regulatory requirements or the interpretation or application thereof or any change therein is to:

then and in each such case (subject to clause 12.3) the Borrower must on demand either:

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Nothing in clause 12.2 shall entitle the Lender to receive any amount relating to compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional payment under clause 5.3, 5.4 or 6.5.

All moneys received by the Lender under or pursuant to any of the Loan Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 shall be applied by the Lender as follows:

The Borrower will, at its expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Loan Documents.

In the event of any conflict between this Agreement and any of the other Loan Documents executed by the Borrower, the provisions of this Agreement shall prevail.

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No failure or delay on the part of the Lender to exercise any power, right or remedy under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in the Loan Documents are cumulative and are not exclusive of any remedies provided by law. No waiver by the Lender shall be effective unless it is in writing.

If any provision of this Agreement is prohibited, invalid, illegal or unenforceable in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or impair howsoever the remaining provisions thereof or affect the validity, legality or enforceability of such provision in any other jurisdiction.

Regardless of any other provision of this Agreement the Lender shall not be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from (i) the action or inaction or purported action of any governmental or local authority, (ii) any strike, lockout, boycott or blockade (including any strike, lockout, boycott or blockade effected by or upon the Lender or any of its representatives or employees), (iii) any act of God, (iv) any act of war (whether declared or not) or terrorism, (v) any failure of any information technology or other operational systems or equipment affecting the Lender or (vi) any other circumstances whatsoever outside the Lender’s control; provided that, the foregoing shall not apply to any failure to fund the Advances on or prior to Second Secured Indenture Repayment Date.

This Agreement may be amended or varied only by an instrument in writing executed by both parties hereto who irrevocably agree that the provisions of this clause 13.7 may not be waived or modified except by an instrument in writing to that effect signed by both of them.

This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement which may be sufficiently evidenced by one counterpart.

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All documents required to be delivered under and/or supplied whensoever in connection howsoever with any of the Loan Documents and all notices, communications, information and other written material whatsoever given or provided in connection howsoever therewith must either be in the English language or accompanied by an English translation certified by a notary, lawyer or consulate acceptable to the Lender.

This Agreement shall be binding upon, and ensure for the benefit of, the Lender and the Borrower and their respective successors.

The Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender. Neither the Borrower nor any affiliate of the Borrower may become a Lender or a sub-participant.

The Lender may not assign, sell or sub-participate all or any part of its rights under any Loan Document except (i) to a wholly-owned Subsidiary or controlled (or under common control) affiliate of the Lender, (ii) during the occurrence of an Event of Default, to any Subsidiary or affiliate of the Lender or (iii) with the prior written consent of the Borrower. The Lender, acting solely for this purpose as an agent of the Borrower, shall maintain a register for the recordation of the names and addresses of any such assignee or participant of the Lender, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each such assignee or participant pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Lender, and any such assignee or participant of Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Lender and any such assignee or participant of the Lender, at any reasonable time and from time to time upon reasonable prior notice. It is the intention that this Agreement be treated as a registered obligation and in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations thereunder.

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The Lender may disclose to a prospective assignee, transferee or to any other person who may propose entering into contractual relations with the Lender in relation to this Agreement such information about or in connection with any of the Security Parties and the Loan Documents as the Lender considers appropriate, provided that the Lender shall consult with the Borrower prior to disclosing (i) any such information which is not public or contained in the Agreement and/or (ii) any documentation other that a copy of this Agreement or any other Security Document.

Address:     Strathvale House, 90 N Church Street,

P.O. Box 309, Grand Cayman,

KY1-1104 Cayman Islands

email address:    lwebster@navios.com

notwithstanding the provisions of this clause 15.2.1, a notice of Default and/or a notice given pursuant to clause 10.2 shall be deemed to have been given and shall take effect when delivered, sent or transmitted by the Lender to the Borrower to the address or email address referred to in this clause 15.2.1;

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Address: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands

e-mail:     nsmfinance@navios.com

if under clause 15.2.1 or this clause 15.2.2 a notice would be deemed to have been given and effective on a day which is not a working day in the place of receipt or is outside the normal business hours in the place of receipt, the notice shall be deemed to have been given and to have taken effect at the opening of business on the next working day in such place.

This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law.

Subject to clause 17.4 below, the Borrower and the Lender hereby irrevocably agree that the courts of England shall have exclusive jurisdiction:

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Subject to clause 17.4 below, the Borrower and the Lender accordingly irrevocably and unconditionally submit to the jurisdiction of the English courts. Without prejudice to any other mode of service the Borrower:

The Borrower and the Lender:

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IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

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Execution page

BORROWER

Private and Confidential

Date 13 December 2021

NAVIOS MARITIME HOLDINGS INC. (1)

as Borrower

-and-

NAVIOS SHIPMANAGEMENT HOLDINGS CORPORATION (2)

as Lender

AMENDING AND RESTATING AGREEMENT RELATING TO A

LOAN AGREEMENT DATED 29 June 2021

in relation to a Loan Agreement

dated 29 June 2021

PIRAEUS

Index

THIS AGREEMENT (this “Agreement”) is made on 13 December 2021

BETWEEN

BACKGROUND

each as defined in the Original Loan Agreement.

(2) As security for the Borrower’s obligations under the Original Loan Agreement, the following security documents have been executed in favour of the Lender and shall remain in full force and effect following the occurrence of the Effective Date to secure the obligations under the Amended and Restated Loan Agreement:

(a) the GP Interests Pledge;

(b) the Navios Logistics Share Pledge;

(c) the NMM Partnership Interests Pledge A;

(d) the NMM Partnership Interests Pledge B;

(e) the NMM Partnership Interests Pledge C;

(f) the Securities Account Pledge; and

(g) the Guarantee

each as defined in the Original Loan Agreement.

(a) release of the Released Security Documents including the collateral granted under such Released Security Documents;

(b) release from the Securities Account of NM Shipmortgage notes held therein; and

(c) amendment of the Original Loan Agreement on the terms of the Amended and Restated Agreement (as hereinafter defined).

IT IS AGREED as follows:

“Amended and Restated Loan Agreement” means the Original Loan Agreement, as amended and restated by this Agreement, the terms of which are set out in the Appendix (Amended and Restated Loan Agreement).

“Effective Date” means the first Banking Day on which all the conditions precedent referred to in Clause 3.1 have been fulfilled by the Borrower.

“New Facility Agreements” means together (a) a facility agreement made or to be made between (i) the Borrower (as borrower) and (ii)HCOB (as lender) for a loan of up to USD105,000,000 and (b) one facility agreements made or to be made between (i) the Borrower (as borrower) and (ii) CACIB/BNP (as lender) for a loan of up to USD105,000,000 and in the singular means any of them and (c) (x) an amending and restating agreement in respect of a loan agreement dated 29 August 2019 made between (i) the Borrower as borrower and (ii) the Lender as lender and (y) the loan agreement amended and restated thereby, in respect of a term loan facility of up to US$127,632,195.

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“Released Parties” means together, the parties other than the Lender to the Released Security Documents and in the singular means any one of them.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement except with respect to Section 4.2.

This Agreement is a Loan Document under the Amended and Restated Loan Agreement.

With effect from the Effective Date the Original Loan Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the Appendix (Amended and Restated Loan Agreement).

a certificate from a duly authorised officer of Alpha Merit and the Borrower confirming that, as of the Effective Date, none of the documents delivered to the Lender pursuant to paragraph (a) of schedule 2 of the Original Loan Agreement have been amended or modified in any way since the date of their delivery to the Lender, or in the alternative copies thereof, certified by a duly authorised officer of Alpha Merit and, as the case may be, the Borrower as true, complete, accurate and neither amended nor revoked, of any documents which have been amended or modified;

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NMM Partnership Interests Pledge C duly executed by Alpha Merit, together with all documents required to be delivered pursuant to the terms thereof;

the endorsement at the end of this Agreement signed by each Security Party (other than the Borrower);

a certificate issued by the Borrower that there are no Required Authorizations or that there are no Required Authorisations except those described in such certificate which have been duly obtained and certified copies of which (including any documents ancillary thereto) are appended thereto;

duly executed and delivered copies of the Convertible Debenture;

copies of the New Facility Agreements;

a certificate issued by the Borrower certifying that the representations and warranties in Clause 7 of the Amended and Restated Loan Agreement, updated with appropriate modifications to refer to this Agreement, remain true and not misleading (giving effect to any materiality qualifiers set forth therein) if repeated on the date of this Agreement with reference to the circumstances now existing.

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The Security Documents shall remain in full force and effect as security for the Outstanding Indebtedness (as defined therein), as amended and supplemented by such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

With effect on and from the Effective Date and without prejudice to the obligations of the Borrower under the Loan Agreement the Lender hereby:

The Lender makes and gives no representation, warranty or covenant in relation to the property reassigned herein except that they have not assigned, charged or granted another security interest in respect of that property.

The Lender also agrees that as of the Effective Date the Borrower may withdraw from the Securities Account NM Shipmortgage notes held therein, and it is agreed that the Securities Account Pledge shall remain in full force and effect after any such withdrawal.

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for any of the purposes described in Clause 5.2 or for any similar or related purpose.

General. The provisions of Clause 16 (Notices) of the Amended and Restated Loan Agreement shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

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Application of the Amended and Restated Loan Agreement provisions. This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law. The provisions of Clause 18 (Jurisdiction) of the Amended and Restated Loan Agreement shall apply to this Agreement as if they were expressly set out in this Agreement with any necessary modifications.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed as a deed on the date first above written.

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