Contract

Exhibit 2.8

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 19, 2013, among Energias Renovables del Sur S.A. (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc. (or its permitted successor), a Xxxxxxxx Islands corporation (the “Company”), the Company and Navios Logistics Finance (US) Inc., a Delaware corporation, (together with the Company, the “Co-Issuers”) the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Co-Issuers and the Guarantors has heretofore executed and delivered to the Trustee an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 12, 2011 providing for the issuance of 9 ¹/₄% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); 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 Subsidiary 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 Subsidiary hereby agrees 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.

4. 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.

5. COUNTERPARTS. The parties 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.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. 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 Subsidiary and the Co-Issuers.

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.

Dated: April, 19, 2013

ENERGIAS RENOVABLES DEL SUR S.A.
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Authorized Signatory

MERCO PARANA S.A.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory

NAVIOS SOUTH AMERICAN LOGISTICS INC.,
By:		/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxxxxx
		Title: Authorized Signatory

NAVIOS LOGISTICS FINANCE (US) INC.,
By:		/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxxxxx
		Title: Authorized Signatory

CORPORACION NAVIOS S.A.

NAUTICLER X.X.

XXXXX RIO SOCIEDAD ANONIMA

NAVARRA SHIPPING CORPORATION

XXXXXX SHIPPING CORPORATION

COMPANIA DE TRANSPORTE FLUVIAL INTERNACIONAL X.X.

XXXXXXXX INTERNACIONAL S.A. STABILITY OCEANWAYS S.A. HS SHIPPING LTD. INC. HS SOUTH INC. HS TANKERS INC. HS NAVIGATION INC. as Guarantors
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Authorized Signatory

THALASSA ENERGY S.A.,
By:		/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Authorized Signatory

COMPANIA NAVIERA HORAMAR S.A., as Guarantor
By:		/s/ Xxxxxxxx Xxxxxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxxxxx
		Title: Authorized Signatory

MERCO PAR S.A.C.I., as Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory

NAVEGACION GUARANI S.A., as Guarantor
By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Authorized Signatory

HIDROVIA OSR S.A., as Guarantor
By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Authorized Signatory

MERCO FLUVIAL S.A.. as Guarantor
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Authorized Signatory

PETROLERA SAN ANTONIO S.A., as Guarantor
By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory

VARENA MARITIME SERVICES S.A., as Guarantor
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Authorized Signatory
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Xxxxxx Xxxx
		Xxxxxx Xxxx
		Vice President