REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2011 by and among NAVIOS SOUTH AMERICAN LOGISTICS INC., a Marshall Islands corporation (the “Company”), NAVIOS LOGISTICS FINANCE (US) INC., a Delaware corporation (“Navios Finance” and, together with the Company, the “Co-Issuers”), each of the guarantors listed in Schedule A attached hereto (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and each other Initial Purchaser set forth on Schedule B attached hereto collectively, the “Initial Purchasers”), for whom Merrill is acting as representative (the “Representative”).
NAVIOS SOUTH AMERICAN LOGISTICS INC. and NAVIOS LOGISTICS FINANCE (US) INC., as Co-Issuers the GUARANTORS party hereto, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 12, 2011Indenture • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo • New York
INDENTURE dated as of April 12, 2011 among Navios South American Logistics Inc., a Marshall Islands corporation, as issuer (“Navios” or the “Company”) and Navios Logistics Finance (US) Inc., a Delaware corporation, as co-issuers (“Logistics Finance”, with the Company and Logistics Finance being referred to herein individually as a “Co-Issuer” and collectively as “Co-Issuers”), each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
SHAREHOLDER’S AGREEMENTShareholder Agreement • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo • New York
THIS AGREEMENT (the “Agreement”), dated as of June 17, 2010, is made by and between, Navios South American Logistics Inc., a Marshall Islands corporation (the “Company”), Navios Corporation, a Marshall Islands Corporation (“Navios”) and Grandall Investment S.A., a Panamanian corporation (“Grandall”). Each of Navios and Grandall are the only shareholders of the Company and are herein referred to individually as a “Shareholder” and collectively, the “Shareholders.” Navios shall include Navios Maritime Holdings Inc. (“Navios Holdings”), the parent corporation of Navios, as an anticipated shareholder of the Company in lieu of Navios.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo • England
THIS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), by and between NAVIOS SOUTH AMERICAN LOGISTICS INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at Luis A. de Herrera 1248, World Trade Center, Torre B, Montevideo, Uruguay (“Navios Logistics”) and NAVIOS MARITIME HOLDINGS INC., a company duly organized and existing under the laws of the Marshall Islands with its registered office at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (“Navios Holdings”).
CIVIL, COMMERCIAL AND MARINE CONTRACTS. DELIA GRACIELA RUIZ.Merger Agreement • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo
NOTARIZED DOCUMENT OF: MERGER FINAL AGREEMENT. REQUESTED BY:--------------- FOR: THE FIRM MERCO PAR S.A.C.I.------------------------ YEAR: 2008 No.: 164.- PAGE: 370 and subsequent.- Copy: FIRST COLEGIO DE ESCRIBANOS DEL PARAGUAY. Notarized Document. SERIES AQ.- No. 4308480.-
OF CIVIL, COMMERCIAL AND MARINE AGREEMENTS DELIA GRACIELA RUIZ Notary Public Reg. N° 225 Eduardo Víctor Haedo 1069 - 4º Piso Of. 74 Telefax: 493 077 Asunción - ParaguayDefinitive Merger Agreement • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo
Deed of: DEFINITIVE MERGER AGREEMENT BY ABSORPTION OF THE FIRMS COMPAÑÍA DE TRANSPORTE FLUVIALS.A. AND FLOTA MERCANTE PARAGUAYA S.A., ON THE PART OF COMPANY MERCO FLUVIAL S.A.,
Original document written on Notarial Stamped Paper bearing numbers Co 309901-904]Bylaws • January 31st, 2012 • Petrolera San Antonio S.A. • Arrangement of transportation of freight & cargo
RECORD – In the city of Montevideo, this 23rd day of August, 2007, Beatriz Píriz Coirolo, the holder of ID Nº 1.083.194-4, divorced from Miguel Livchich, and Gabriela Silvana Matteo Coito, the holder of ID Nº 3.321.504-8, married in her first marriage to Yenrid Casaravilla, both of them Uruguayan citizens, of legal age, domiciled for purposes of this agreement at Avenida 18 de Julio 878, Suite 1204, Montevideo, hereby agree upon the following bylaws.
