Contract
Exhibit 2.13
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 6, 2015, among (i) Cartisur S.A., a Uruguayan corporation, Edolmix S.A., a Uruguayan corporation, Ruswe International S.A., a Uruguayan corporation and NP Trading S.A., a British Virgin Islands corporation (collectively, the “Guaranteeing Subsidiaries), each a direct or indirect subsidiary of Navios South American Logistics Inc., a Xxxxxxxx Islands corporation (the “Company”), (ii) the Company, (iii) Navios Logistics Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), (iv) the other Guarantors (as defined in the Indenture referred to herein) and (v) Xxxxx Fargo Bank, National Association (the “Trustee”), as trustee under the Indenture referred to below.
WITNESSETH
WHEREAS, the Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 22, 2014 providing for the issuance of 7.250% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.
3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. COUNTERPARTS. The parties to this Supplemental Indenture may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for, or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Co-Issuers.
7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this Supplemental Indenture as not resulting in a material modification of the Notes for purposes of the Notes’ status as “grandfathered obligations” for Foreign Account Tax Compliance Act (“FATCA”) purposes. The Co-Issuers shall give the Trustee prompt written notice if they determine that this Supplemental Indenture will result in a change in the Notes’ status as “grandfathered obligations” for FATCA purposes
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| EDOLMIX S.A. | ||||||
| CARTISUR S.A. | ||||||
| RUSWE INTERNATIONAL S.A. | ||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||
|
| ||||||
| Name: | Xxxxxxx Xxxxx | |||||
| Title: | President | |||||
| NP TRADING S.A.. | ||||||
| By: | /s/ Xxxxxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxxxxx Xxxxxxxx | |||||
| Title: | President | |||||
| NAVIOS LOGISTICS FINANCE (US) INC. | ||||||
| NAVIOS SOUTH AMERICAN LOGISTICS INC. | ||||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Name: | Xxxxxxxx Xxxxxxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| CORPORACION NAVIOS S.A. | ||||||
| NAUTICLER X.X. | ||||||
| XXXXX RIO X.X. | ||||||
| XXXXXXX SHIPPING CORPORATION | ||||||
| XXXXXX SHIPPING CORPORATION | ||||||
| COMPAÑÍA DE TRANSPORTE FLUVIAL INTERNACIONAL S.A. | ||||||
| PETROVI INTERNACIONAL S.A. | ||||||
| HS SHIPPING LTD. INC. | ||||||
| HS SOUTH INC. | ||||||
| HS TANKERS INC. | ||||||
| HS NAVIGATION INC. | ||||||
| ENERGIAS RENOVABLES DEL SUR S.A. as Guarantors | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
|
| ||||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| HIDRONAVE SOUTH AMERICAN LOGISTICS S.A as Guarantor | ||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| COMPAÑÍA NAVIERA HORAMAR S.A. as Guarantor | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| MERCO PAR S.A.C.I. | ||||
| PETROLERA SAN ANTONIO S.A. as Guarantor | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Authorized Signatory | |||
| VARENA MARITIME SERVICES S.A. | ||||
| STABILITY OCEANWAYS S.A. | ||||
| HONEY BUNKERING S.A. as Guarantor | ||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||||||
| By: | /s/ Xxxx Xxxxxxxx | |||||
|
| ||||||
| Name: | Xxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
