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

Commission File No. 001-33811

NAVIOS MARITIME PARTNERS L.P.

85 Akti Miaouli Street, Piraeus, Greece 185 38
(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 þ Form 40-F o

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 o No þ

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 o No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

 

 

     On October 26, 2010, Navios Maritime Partners L.P. (“Navios”) issued a press release announcing its cash distribution of $0.42 per unit for the quarter ended September 30, 2010. The cash distribution will be payable on November 12, 2010 to unit holders of record as of November 10, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

     In addition, on October 27, 2010, Navios issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2010. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.

     The information contained in this Report is hereby incorporated by reference into the Registration Statement on Form F-3,
File No. 333-157000.

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 No.		Exhibit
99.1		Press Release dated October 26, 2010
99.2		Press Release dated October 27, 2010

Exhibit 99.1

NAVIOS MARITIME PARTNERS L.P.
ANNOUNCES CASH DISTRIBUTION OF $0.42 PER UNIT

PIRAEUS, GREECE — October 26, 2010 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM) announced today that its Board of Directors has declared a cash distribution of $0.42 per unit for the quarter ended September 30, 2010. This distribution represents an annual distribution of $1.68 per unit. The cash distribution will be payable on November 12, 2010 to unit holders of record as of November 10, 2010.

About Navios Maritime Partners L.P.

Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit our website at www.navios-mlp.com.

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Partners’ growth strategy and measures to implement such strategy; including intended distributions, expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenue and time charters. Although the Navios Partners believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Partners. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which Navios Partners operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Partners’ filings with the Securities and Exchange Commission. Navios Partners expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contacts

Investor Relations Contact:

Navios Maritime Partners L.P.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com

Exhibit 99.2

Navios Maritime Partners L.P.
Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2010

	•		Distribution of $0.42 per unit for the three month period ended September 30, 2010
	•		80.9% increase in quarterly Operating Surplus to $23.7 million
	•		72.6% increase in quarterly EBITDA to $29.0 million
	•		50.9% increase in quarterly net income to $16.3 million

     PIRAEUS, GREECE, October 27, 2010 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM), an owner and operator of dry cargo vessels, today reported its financial results for the third quarter and nine months ended September 30, 2010.

     Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “I am pleased with our results for the third quarter and first nine months of 2010. Compared to the third quarter of 2009, we increased EBITDA by approximately 73% to $29.0 million and net income by approximately 51% to $16.3 million.”

     Ms. Frangou continued, “Our consistent performance has provided access to the capital markets. Consequently, we have enjoyed the ability to grow our fleet and profitability. Most recently, we raised $111.6 million gross proceeds through the sale of partnership units. We aim to use these funds to increase cash flow while also increasing our average remaining charter period of 4.3 years and lowering our average fleet age of 6.0 years.”

Throughout this press release, EBITDA for the nine months ended September 30, 2009 represents net income before interest, depreciation and amortization and before non-cash consideration for the release of the obligation to acquire the Navios Bonavis.

RECENT DEVELOPMENTS

Cash Distributions

     The Board of Directors of Navios Partners declared a cash distribution for the third quarter of 2010 of $0.42 per unit. The distribution is payable on November 12, 2010 to holders of record on November 10, 2010.

Navios Libra Charter Party

     Navios Partners has entered a new charter party agreement for Navios Libra at a daily net rate of $18,525. The term of this charter party is approximately two years, commencing November 2010.

Completion of Offering of 6,325,000 Common Units raising $111.6 million gross proceeds

     On October 14, 2010, Navios Partners completed its public offering of 5,500,000 common units at $17.65 per unit and raised gross proceeds of approximately $97.1 million to fund its fleet expansion. On the same date, the previously exercised overallotment option was also completed, resulting in the issuance of 825,000 additional common units, raising additional gross proceeds of $14.5 million. The net proceeds of this offering

were approximately $106.3 million. Pursuant to this offering, Navios Partners also issued 129,082 additional general partnership units to its General Partner, raising net proceeds of $2.3 million.

Long Term and Insured Cash Flow

     Navios Partners has entered into long-term time charter-out agreements for all 14 vessels with a remaining average term of 4.3 years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 100.0% for 2010 and 2011 and 94.0% for 2012 generating revenues of approximately $139.7 million, $147.2 million and $140.8 million, respectively. The average contractual daily charter-out rate for the fleet is $28,602, $28,807 and $29,254 for 2010, 2011 and 2012, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2010 is $13,449.

     Navios Partners’ charter-out contracts have been insured by an AA+ rated European Union governmental agency.

FINANCIAL HIGHLIGHTS

     For the following results and the selected financial data presented herein, Navios Partners has compiled consolidated statement of operations for the three and nine month periods ended September 30, 2010 and 2009. The quarterly 2010 and 2009 information was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA and Operating Surplus are non-US GAAP financial measures and should not be used in isolation or substitution for Navios Partners’ results.

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
(in $ ‘000 except per unit data)		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues		$	38,074			$	23,717			$	100,742			$	67,028
EBITDA (1)		$	28,967			$	16,774			$	74,900			$	46,691
Net income		$	16,345			$	10,789			$	42,114			$	23,340
Earnings per Common unit (basic and diluted)			0.38				0.44				1.13				1.08
Operating Surplus		$	23,716			$	13,124			$	75,926			$	35,106
Maintenance and Replacement Capital expenditure reserve		$	3,754			$	1,957			$	10,670			$	5,872

Three month periods ended September 30, 2010 and 2009

     Time charter and voyage revenues for the three month period ended September 30, 2010 increased by $14.4 million or 60.8% to $38.1 million, as compared to $23.7 million for the same period in 2009. The increase was mainly attributable to the acquisitions of the Navios Apollon on October 29, 2009, the Navios Hyperion on January 8, 2010, the Navios Aurora II on March 18, 2010 and the Navios Pollux on May 21, 2010. As a result of the vessel acquisitions, available days of the fleet increased to 1,270 days for the three month period ended September 30, 2010, as compared to 920 days for the same period in 2009.

     EBITDA increased by $12.2 million to $29.0 million for the three month period ended September 30, 2010 as compared to $16.8 million for the same period of 2009. This $12.2 million increase in EBITDA was due to: (a) a $14.4 million increase in revenue as a result of the acquisitions of the Navios Apollon in October 2009, the Navios Hyperion in January 2010, the Navios Aurora II in March 2010 and the Navios Pollux in May 2010; and (b) a $0.7 million decrease in time charter and voyage expenses as a result of the exercise of the purchase option of the Navios Sagittarius which became part of the owned fleet on January 12, 2010. The above increase was mitigated by a $2.5 million increase in management fees and $0.5 million increase in general and administrative

expenses as a result of the increased number of vessels in Navios Partners’ fleet.

     The reserve for estimated maintenance and replacement capital expenditures for the three month periods ended September 30, 2010 and 2009 was $3.8 million and $2.0 million, respectively. Expansion capital expenditures reserve for the each of the three month periods ended September 30, 2010 and 2009 was $0 (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

     Navios Partners generated an Operating Surplus for the three month period ended September 30, 2010 of $23.7 million, in comparison with $13.1 million for the three month period ended September 30, 2009. Operating Surplus is a non-GAAP financial measure used by certain investors to measure the financial performance of Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

     Net income for the three months ended September 30, 2010 amounted to $16.3 million compared to $10.8 million for the three months ended September 30, 2009. The increase in net income by $5.5 million was due to: (a) a $12.2 million increase in EBITDA; (b) a $0.2 million increase in interest income; and (c) a $0.1 million decrease in direct vessel expenses. The overall increase of $12.5 million was partly offset by a $6.8 million increase in depreciation and amortization expense due to the acquisition of the Navios Sagittarius, the Navios Apollon, the Navios Hyperion, the Navios Aurora II and the Navios Pollux and the favorable lease terms recognized in relation to these acquisitions and a $0.2 million increase in interest expense.

Nine month periods ended September 30, 2010 and 2009

     Time charter and voyage revenues for the nine month period ended September 30, 2010 increased by $33.7 million or 50.3% to $100.7 million as compared to $67.0 million for the same period in 2009. The increase was mainly attributable to the acquisition of the rights to the Navios Sagittarius in June 2009 and the acquisition of the Navios Apollon on October 29, 2009, the Navios Hyperion on January 8, 2010, the Navios Aurora II on March 18, 2010 and the Navios Pollux on May 21, 2010. As a result of the vessels’ acquisitions, available days of the fleet increased to 3,498 days for the nine month period ended September 30, 2010, as compared to 2,570 days for the same period in 2009.

     EBITDA increased by $28.2 million to $74.9 million for the nine month period ended September 30, 2010, as compared to $46.7 million for the same period of 2009. This $28.2 million increase in EBITDA was due to: (a) a $33.7 million increase in revenue as a result of the acquisition of the rights to the Navios Sagittarius in June 2009 and the acquisition of the Navios Apollon in October 2009, the Navios Hyperion in January 2010, the Navios Aurora II in March 2010 and the Navios Pollux in May 2010; and (b) a $1.3 million decrease in time charter and voyage expenses as a result of the exercise of the purchase option of the Navios Sagittarius which became part of the owned fleet on January 12, 2010. The above increase was mitigated by: (a) a $6.2 million increase in management fees as a result of the increased number of vessels in Navios Partners’ fleet; and (b) a $0.7 million increase in general and administrative expenses.

     The reserve for estimated maintenance and replacement capital expenditures for the nine month periods ended September 30, 2010 and 2009 was $10.7 million and $5.9 million, respectively. Expansion capital expenditures reserve for the nine month periods ended September 30, 2010 and 2009 was $285.8 million and $34.6 million, respectively (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

     Navios Partners generated an Operating Surplus for the nine month period ended September 30, 2010 of $75.9 million in comparison with $35.1 million for the nine month period ended September 30, 2009. Operating Surplus is a non-GAAP financial measure used by certain investors to measure the financial performance of Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

     Net income for the nine months ended September 30, 2010 amounted to $42.1 million compared to $23.3 million for the nine months ended September 30, 2009. The increase in net income by $18.8 million was due to: (a) a $28.2 million increase in EBITDA; (b) a $6.1 million non-cash compensation expense incurred during the nine months ended September 30, 2009; (c) a $1.4 million decrease in interest expense; (d) a $0.4 million increase in interest income; and (e) a $0.3 million decrease in direct vessel expenses. The overall increase of $36.4 million was partly offset by a $17.7 million increase in depreciation and amortization expense due to the acquisition of the Navios Sagittarius, the Navios Apollon, the Navios Hyperion, the Navios Aurora II and the Navios Pollux and the favorable lease terms that were recognized in relation to these acquisitions.

Fleet Employment Profile

     The following table reflects certain key indicators indicative of the performance of Navios Partners and its core fleet performance for the three and nine month periods ended September 30, 2010 and 2009.

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Available Days (1)			1,270				920				3,498				2,570
Operating Days (2)			1,269				920				3,487				2,569
Fleet Utilization (3)			99.9	%			100.0	%			99.7	%			99.9	%
Time Charter Equivalent (per day)		$	29,978			$	25,779			$	28,801			$	26,081
Vessels operating at period end			14				10				14				10

Conference Call details:

     Navios Partners’ management will host a conference call to discuss the results today, Wednesday, October 27, 2010, at 8:30 am EDT.

     Participants should dial into the call 10 minutes before the scheduled time using the following numbers:

US Toll Free Dial In: +1866 819 7111
UK Toll Free Dial In: +0800 953 0329
International Dial In: +44 (0) 1452 542 301
Please quote “NAVIOS MLP”.

A telephonic replay of the conference call will be available until November 3, 2010 by dialing the following numbers:

US Toll Free Dial In: +1866 247 4222
UK Toll Free Dial In: +0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#

Slides and audio webcast:

     There will also be a live webcast of the conference call, through the Navios Partners website (www.navios-mlp.com) under “Investors”. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

     A supplemental slide presentation will be available on the Navios Partners website under the “Investors” section at 7:45 am EDT on the day of the call.

About Navios Maritime Partners L.P.

     Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit our website at www.navios-mlp.com

Forward Looking Statements

     This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Partners’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenue and time charters. Although the Navios Partners believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Partners. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which Navios Partners operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Partners’ filings with the Securities and Exchange Commission. Navios Partners expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contacts

Public Relations:

Navios Maritime Partners L.P.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com

EXHIBIT 1

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. Dollars except unit data)

		September 30,				December 31,
		2010				2009
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	45,095			$	77,878
Restricted cash			824				13,322
Accounts receivable, net			927				602
Prepaid expenses and other current assets			2,452				777
Total current assets			49,298				92,579
Vessels, net			487,087				299,695
Deferred financing costs, net			2,154				1,431
Other long term assets			279				179
Intangible assets			131,389				40,372
Deposits for vessel acquisitions			—				2,500
Total non-current assets			620,909				344,177
Total assets		$	670,207			$	436,756
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable		$	879			$	518
Accrued expenses			2,236				1,844
Deferred voyage revenue			8,680				9,025
Amounts due to related parties			2,948				1,964
Total current liabilities			14,743				13,351
Long-term debt			271,500				195,000
Unfavorable lease terms			1,165				2,662
Deferred voyage revenue			12,682				17,753
Total non-current liabilities			285,347				215,415
Total liabilities			300,090				228,766
Commitments and contingencies			—				—
Partners’ capital:
Common Unitholders (34,666,034 and 24,291,815 units issued and outstanding at September 30, 2010 and December 31, 2009, respectively)			532,557				369,747
Subordinated Unitholders (7,621,843 units issued and outstanding at September 30, 2010 and December 31, 2009)			(167,809	)			(164,004	)
General Partner (883,428 and 671,708 units issued and outstanding at September 30, 2010 and December 31, 2009, respectively)			(713	)			(3,835	)
Subordinated Series A Unitholders (1,000,000 units issued and outstanding at September 30, 2010 and December 31, 2009)			6,082				6,082
Total partners’ capital			370,117				207,990
Total liabilities and partners’ capital		$	670,207			$	436,756

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars except unit and per unit amounts)

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Time charter and voyage revenues		$	38,074			$	23,717			$	100,742			$	67,028
Time charter and voyage expenses			(2,986	)			(3,729	)			(8,808	)			(10,088	)
Direct vessel expenses			(18	)			(117	)			(75	)			(365	)
Management fees			(5,170	)			(2,668	)			(14,064	)			(7,917	)
General and administrative expenses			(966	)			(542	)			(2,973	)			(2,341	)
Depreciation and amortization			(10,966	)			(4,195	)			(28,675	)			(10,973	)
Interest expense and finance cost, net			(1,862	)			(1,698	)			(4,566	)			(6,045	)
Interest income			224				25				530				114
Compensation expense			—				—				—				(6,082	)
Other income			27				79				85				92
Other expense			(12	)			(83	)			(82	)			(83	)
Net income		$	16,345			$	10,789			$	42,114			$	23,340

Earnings per unit:

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income		$	16,345			$	10,789			$	42,114			$	23,340
Earnings attributable to:
Common unit holders			13,125				7,644				35,581				16,776
Subordinated unit holders			2,886				2,923				5,684				6,061
General partner unit holders			334				222				849				503
Subordinated Series A unit holders			—				—				—				—
Weighted average units outstanding (basic and diluted)
Common unit holders			34,666,034				17,374,893				31,428,339				15,585,261
Subordinated unit holders			7,621,843				7,621,843				7,621,843				7,621,843
General partner unit holders			883,428				530,546				817,352				480,641
Subordinated Series A unit holders			1,000,000				1,000,000				1,000,000				1,000,000
Earnings per unit- overall (basic and diluted):
Common unit holders		$	0.38			$	0.44			$	1.13			$	1.08
Subordinated unit holders		$	0.38			$	0.38			$	0.75			$	0.80
General partner unit holders		$	0.38			$	0.42			$	1.04			$	1.05
Subordinated Series A unit holders		$	—			$	—			$	—			$	—

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)

		Nine Month				Nine Month
		period Ended				Period Ended
		September 30, 2010				September 30, 2009
		(unaudited)				(unaudited)
OPERATING ACTIVITIES
Net income		$	42,114			$	23,340
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			28,675				10,973
Amortization and write-off of deferred financing cost			302				190
Amortization of deferred dry dock costs			75				365
Compensation expense			—				6,082
Changes in operating assets and liabilities:
Increase in restricted cash			(2	)			(821	)
(Increase)/decrease in accounts receivable			(325	)			80
(Increase)/decrease in prepaid expenses and other current assets			(1,675	)			108
Increase in other long term assets			(175	)			—
Increase in accounts payable			361				50
Increase in accrued expenses			392				656
(Decrease)/increase in deferred voyage revenue			(5,416	)			24,996
Increase in amounts due to related parties			984				3,580
Net cash provided by operating activities			65,310				69,599
INVESTING ACTIVITIES:
Acquisition of vessels			(174,591	)			—
Acquisition of intangibles			(111,165	)			(34,600	)
Net cash used in investing activities			(285,756	)			(34,600	)
FINANCING ACTIVITIES:
Cash distributions paid			(51,338	)			(27,461	)
Proceeds from issuance of general partner units			3,566				1,642
Proceeds from issuance of common units, net of offering costs			147,460				66,033
Proceeds from long term debt			89,000				—
Decrease/(increase) in restricted cash			12,500				(10,000	)
Repayment of long-term debt and payment of principal			(12,500	)			(40,000	)
Debt issuance costs			(1,025	)			(200	)
Net cash provided by/(used in) financing activities			187,663				(9,986	)
(Decrease)/Increase in cash and cash equivalents			(32,783	)			25,013
Cash and cash equivalents, beginning of period			77,878				28,374
Cash and cash equivalents, end of period		$	45,095			$	53,387
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	4,141			$	6,020
Issuance of units in connection with the non-cash compensation expense related to the relief of the obligation on Navios Bonavis			—			$	6,082
Issuance of common units to Navios Holdings related to the acquisition of Navios Aurora II in March 2010		$	20,325			$	—

EXHIBIT 2

														Original Charter
														Expiration Date/				Original Charter
														New Charter				Out Rate/ New
														Expiration Date				Charter Out Rate
Owned Vessels		Type				Built				Capacity (DWT)				(1)				per day (2)
Navios Gemini S		Panamax					1994				68,636			February 2014				$	24,225
Navios Libra II		Panamax					1995				70,136			November 2010				$	23,513
														November 2012				$	18,525
Navios Felicity		Panamax					1997				73,867			June 2013				$	26,169
Navios Galaxy I		Panamax					2001				74,195			February 2018				$	21,937
Navios Alegria		Panamax					2004				76,466			December 2010				$	23,750
														January 2014				$	16,984	(3)
Navios Fantastiks		Capesize					2005				180,265			March 2011				$	32,279
														February 2014				$	36,290
Navios Hope		Panamax					2005				75,397			August 2013				$	17,562
Navios Apollon		Ultra-Handymax					2000				52,073			November 2012				$	23,700
Navios Sagittarius		Panamax					2006				75,756			November 2018				$	26,125
Navios Hyperion		Panamax					2004				75,707			April 2014				$	37,953
Navios Aurora II		Capesize					2009				169,031			November 2019				$	41,325
Navios Pollux		Capesize					2009				180,727			July 2019				$	42,250
Long-term Chartered-in Vessels
Navios Prosperity (4)		Panamax					2007				82,535			July 2012				$	24,000
Navios Aldebaran (5)		Panamax					2008				76,500			March 2013				$	28,391

EXHIBIT 3

Disclosure of Non-GAAP Financial Measures

1. EBITDA

     EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any, unless otherwise stated. EBITDA is included because it is used by certain investors to measure a company’s financial performance. EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

     EBITDA is presented to provide additional information with respect to Navios Partners’ ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and determination of cash distribution. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.

2. Operating Surplus

     Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense and estimated maintenance and replacement capital expenditures and expansion capital expenditures. Maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Partners’ capital assets. Expansion capital expenditures are those capital expenditures that increase the operating capacity of, or the revenue generated by, Navios Partners’ capital assets.

     Operating Surplus is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.

3. Available Cash

     Available Cash generally means, for each fiscal quarter, all cash on hand at the end of the quarter:

•

less the amount of cash reserves established by the board of directors to:

	•		provide for the proper conduct of Navios Partners’ business (including reserve for maintenance and replacement capital expenditures);
	•		comply with applicable law, any of Navios Partners’ debt instruments, or other agreements; or
	•		provide funds for distributions to the unitholders and to the general partner for any one or more of the next four quarters;

•

plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under any revolving credit or similar agreement used solely for working capital purposes or to pay distributions to partners.

     Available Cash is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Available cash is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.

4. Reconciliation of Non-GAAP Financial Measures

						(unaudited)				(unaudited)				(unaudited)
		(unaudited)				Three Month				Nine Month				Nine Month
		Three Month				Period ended				Period ended				Period ended
		Period ended				September 30,				September 30,				September 30,
		September 30, 2010				2009				2010				2009
		($ ‘000)				($ ‘000)				($ ‘000)				($ ‘000)
Net Cash from Operating Activities		$	14,884			$	12,635			$	65,310			$	69,599
Net increase/(decrease) in operating assets			(127	)			(177	)			2,177				633
Net (increase)/decrease in operating liabilities			12,671				2,706				3,679				(29,282	)
Net interest cost			1,638				1,673				4,036				5,931
Deferred finance charges			(99	)			(63	)			(302	)			(190	)
Adjusted EBITDA			28,967				16,774				74,900				46,691
Cash interest income			243				25				512				114
Cash interest paid			(1,740	)			(1,718	)			(4,141	)			(6,020	)
Expansion capital expenditures			—				—				(285,756	)			(34,600	)
Equity Issuance			—				32,882				151,026				67,675
Borrowings to fund expansion capital expenditures			—				—				87,975				—
Release of expansion capital expenditures reserve			—				(32,882	)			62,080				(32,882	)
Maintenance and replacement capital expenditures			(3,754	)			(1,957	)			(10,670	)			(5,872	)
Operating Surplus			23,716				13,124				75,926				35,106
Cash distribution paid relating to the first half			—				—				(36,251	)			(18,787	)
Recommended reserves accumulated as of beginning of January 1			4,459				2,126				4,459				2,126
Reserves accumulated during the first half distributed in the third quarter			15,959				3,195				—				—
Recommended reserves held as of quarter end			(23,156	)			(6,890	)			(23,156	)			(6,890	)
Available cash for distribution		$	20,978			$	11,555			$	20,978			$	11,555