Navios South American Logistics Inc. Sample Contracts

Registration Rights Agreement Dated as of March 12, 2013 among NAVIOS SOUTH AMERICAN LOGISTICS INC. NAVIOS LOGISTICS FINANCE (US) INC. and Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC ABN AMRO Securities...
Registration Rights Agreement • March 20th, 2013 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2013 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 Morgan Stanley & Co. LLC (“Morgan Stanley”) and each other Initial Purchaser set forth on Schedule B attached hereto collectively, the “Initial Purchasers”), for whom Morgan Stanley is acting as representative (the “Representative”).

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CREDIT AGREEMENT dated as of November 3, 2017 among Navios South American Logistics Inc. and Navios Logistics Finance (US) Inc., as the Borrowers, The Several Lenders from Time to Time Party Hereto, Morgan Stanley Senior Funding, Inc., as...
Credit Agreement • November 6th, 2017 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

CREDIT AGREEMENT (this “Agreement”), dated as of November 3, 2017, among Navios South American Logistics Inc., a Marshall Islands corporation (the “Company”), Navios Logistics Finance (US) Inc., a Delaware corporation and a Wholly Owned Restricted Subsidiary of the Company (the “U.S. Borrower” and, together with the Company, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the “Lenders”), and Morgan Stanley Senior Funding, Inc., as Administrative Agent. References here to the “Borrowers” are to the Company and the U.S. Borrower as joint and several borrowers under this Agreement.

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 22, 2014 7.250% Senior Notes due 2022
Navios South American • April 23rd, 2014 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

INDENTURE dated as of April 22, 2014 among Navios South American Logistics Inc., a Marshall Islands corporation (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”).

Dated 20 March 2012 NAUTICLER S.A. as Borrower -and- MARFIN POPULAR BANK PUBLIC CO LTD as Lender FINANCIAL AGREEMENT relating to a revolving credit facility of up to $40,000,000
Financial Agreement • April 5th, 2012 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo

This Agreement sets out the terms and conditions on which the Lender has agreed to make available to the Borrower a revolving credit facility of up to Forty million Dollars ($40,000,000) for the purpose of providing the Borrower with working and investment capital on the terms and conditions hereinafter set forth.

CORPORACION NAVIOS GRANOS S.A. as Borrower BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY S.A. as Lender US$25,000,000 LOAN FACILITY AGREEMENT
Agreement • March 2nd, 2021 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo
SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • February 21st, 2020 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of the 19th day of November, 2019 (the “Effective Date”), by and among Navios South American Logistics Inc., a Marshall Islands corporation (the “Company”), Navios Maritime Holdings Inc. (“Navios Holdings”) and Peers Business S.A. (“Peers”). Each of Navios Holdings and Peers is herein referred to as a “Shareholder” and collectively, the “Shareholders.”

NAVIOS SOUTH AMERICAN LOGISTICS INC. and NAVIOS LOGISTICS FINANCE (US) INC., as Co-Issuers the GUARANTORS party hereto, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Trustee INDENTURE Dated as of July 8, 2020...
Pledge Agreement • July 8th, 2020 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

INDENTURE dated as of July 8, 2020 among Navios South American Logistics Inc., a Marshall Islands corporation (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 Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”) and as Collateral Trustee (the “Collateral Trustee”).

ASSIGNMENT AGREEMENT
Assignment Agreement • September 12th, 2019 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo

This ASSIGNMENT AGREEMENT (the “Assignment”), is made this August 29, 2019, by and between NAVIOS CORPORATION (the “NC”), NAVIOS SOUTH AMERICAN LOGISTICS INC. (“NSAL”) and NAVIOS SHIPMANAGEMENT INC. (“Assignee”) and relates to the Administrative Services Agreement (the “Agreement”) entered into between NSAL and Navios Maritime Holdings Inc. on April 12, 2011 as such Agreement was assigned to NC via an assignment dated May 28, 2014 and subsequently amended on April 6, 2016.

LOAN CONTRACT
Loan Contract • April 1st, 2022 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • Santander

One party: BANCO SANTANDER S.A. (R.U.T. N° 21.130718.0016), with address on Julio Herrera y Obes 1365 in this city, represented by Mr. Gaston Pagliaro and Mr. Rodrigo Vidal (hereinafter “SANTANDER BANK", or the “BANK”);

Contract
Supplemental Indenture • November 29th, 2016 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 26, 2016, among (i) Delta Naval Trade S.A., a Panamanian company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc., a Marshall 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) Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.

THIS DEED OF ASSIGNMENT AND ASSUMPTION is dated 24 June, 2020 and made between: BACKGROUND AGREED TERMS
Navios South American Logistics Inc. • March 2nd, 2021 • Arrangement of transportation of freight & cargo
Contract
Supplemental Indenture • March 30th, 2015 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

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 Marshall 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) Wells Fargo Bank, National Association (the “Trustee”), as trustee under the Indenture referred to below.

AMENDMENT NO. 2 TO THE ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 1st, 2022 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo

This AMENDMENT NO. 2 TO THE ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”), dated as of January 01, 2022 is made by and between Navios South American Logistics Inc. a Marshall Islands corporation (“NSAL”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NSAL, the “Parties”) and amends the Administrative Services Agreement (the “Management Agreement”) entered into between NSAL and Navios Maritime Holdings Inc. on April 12, 2011 as assigned to Navios Corporation on May 28, 2014 and subsequently to NSM on August 29, 2019, and as further amended on April 6, 2016.

Contract
Supplemental Indenture • March 11th, 2014 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 12, 2013, among Hidronave South American Logistics S.A. (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc. (or its permitted successor), a Marshall 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 Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

Contract
Supplemental Indenture • April 23rd, 2014 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 22, 2014, is entered into by and among Navios South American Logistics Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Navios Logistics Finance (US) Inc., a corporation organized under the laws of the State of Delaware (the “Co-Issuer” and, together with the Company, the “Co-Issuers”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association (or its permitted successor) as trustee (the “Trustee”) under the Indenture referred to below.

Contract
First Supplemental Indenture • April 5th, 2012 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of April 28, 2011, among Varena Maritime Services S.A. (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc., a Marshall 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 Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

Contract
Fourth Supplemental Indenture • March 20th, 2013 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of March 12, 2013, among Navios South American Logistics Inc., a Marshall Islands corporation, (the “Company”), Navios Logistics Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Contract
Supplemental Indenture • April 5th, 2012 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 26, 2011, among HS SHIPPING LTD. INC., HS SOUTH INC., HS TANKERS INC., HS NAVIGATION INC. and THALASSA ENERGY S.A. (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Navios South American Logistics Inc. (or its permitted successor), a Marshall 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 Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

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AMENDED AND RESTATED WAIVER TO SHAREHOLDER’S AGREEMENT Dated: March 22, 2012
Shareholder’s Agreement • April 5th, 2012 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo

Reference is made to the Shareholder’s Agreement (the “Agreement”), dated as of June 17, 2010, 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”). 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. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

Contract
Third Supplemental Indenture • March 7th, 2013 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2012, among MERCO PARANA S.A. (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South American Logistics Inc. (or its permitted successor), a Marshall 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 Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

From: Navios Maritime Holdings Inc.
Navios South American Logistics Inc. • March 2nd, 2021 • Arrangement of transportation of freight & cargo
as Lender US$25,000,000 LOAN FACILITY AGREEMENT
Loan Facility Agreement • April 1st, 2022 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo
Contract
Supplemental Indenture • March 11th, 2014 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

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 Marshall 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 Wells Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”).

Contract
Fourth Supplemental Indenture • April 26th, 2019 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2019, among (i) Docas Fluvial do Porto Murtinho Ltda, a company organized under the laws of Brazil, (ii) Corporacion Navios Granos S.A., a company organized under the laws of the Oriental Republic of Uruguay (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a direct or an indirect subsidiary of Navios South American Logistics Inc., a Marshall Islands corporation (the “Company”), (iii) the Company, (iv) Navios Logistics Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), (v) the other Guarantors (as defined in the Indenture referred to herein) and (vi) Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.

UNLOADING, STORING, WEIGHING AND LOADING SERVICES CONTRACT
Services Contract • June 3rd, 2019 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo

THIS UNLOADING, STORING, WEIGHING AND LOADING SERVICES CONTRACT, dated the 27 day of September 2013 (the “Contract”) is made by and between:

Contract
First Supplemental Indenture • March 30th, 2015 • Navios South American Logistics Inc. • Arrangement of transportation of freight & cargo • New York

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 Marshall 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 Wells Fargo Bank, National Association (the “Trustee”), as trustee under the Indenture referred to below.

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