Contract
Exhibit 2.12
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 3, 2014, among Honey Bunkering S.A., a Panamanian corporation (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc., 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 (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 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 “Notes 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.
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 Subsidiary and the Co-Issuers.
7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this First 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 First 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.
| HONEY BUNKERING S.A. | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
| NAVIOS SOUTH AMERICAN LOGISTICS INC. | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |
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| Name: Xxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Authorized Signatory | ||
| NAVIOS LOGISTICS FINANCE (US) INC. | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxxxx | |
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| ||
| Name: | Xxxxxxxx Xxxxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| CORPORACION NAVIOS S.A. NAUTICLER X.X. XXXXX RIO SOCIEDAD ANONIMA NAVARRA SHIPPING CORPORATION XXXXXX SHIPPING CORPORATION COMPAÑÍA DE TRANSPORTE FLUVIAL INTERNACIONAL X.X. XXXXXXXX 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 X. Xxxxx | |
|
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| Name: Xxxxxxx X. Xxxxx | ||
| Title: Authorized Signatory | ||
| COMPAÑÍA NAVIERA HORAMAR S.A. as Guarantor | ||
| By: | /s/ Xxxxxx Xxxxx | |
|
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| Name: Xxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MERCO PAR S.A.C.I. as Guarantor | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Authorized Signatory | ||
| 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. as Guarantor | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
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| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President | |||
