EX-4.9

 Exhibit 4.9

 
  

 
 CORPORACION NAVIOS GRANOS S.A.

as Borrower
  

 
  

BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY S.A.
 as Lender

 
  

US$25,000,000
  

 
  

 
 LOAN FACILITY AGREEMENT

 
	 


 
	 



 This Loan Facility Agreement is dated as of [March 23, 2022] and is made by and between:

 

(1)       CORPORACIÓN NAVIOS GRANOS S.A., a corporation (sociedad anónima) duly incorporated and
existing under the laws of Uruguay, with registered offices at 2141 Paraguay, Of. 1603, Montevideo, Uruguay (hereinafter “Corporación Navios Granos” or the “Borrower”); and

 
 (2)       BANCO BILBAO
VIZCAYA ARGENTARIA URUGUAY S.A., corporation (sociedad anónima) duly incorporated and existing under the laws of Uruguay and duly authorized by the Executive Power and licensed by the Central Bank of Uruguay to act as a bank
(hereinafter, the “Lender” and together with the Borrower, the “Parties”).
  

It is agreed as follows:
  

1       Definitions

 
 1.1       Certain Defined
Terms
  
 Unless otherwise defined above, capitalized terms used
in this Agreement shall have the following meanings (such meanings to be equally applicable to both the singular and plural of the terms defined unless otherwise indicated):

 
 “Affiliate” means any Person directly or indirectly
controlling, controlled by, or under common control with, any other Person. For this purpose, “control” of any Person means ownership of 50,1% or more of the voting power of that Person.

 
 “Agreement” means this Loan Facility Agreement,
together with its exhibits and schedules, as it may be amended, restated, amended and restated, varied, novated or supplemented or otherwise modified from time to time.

 
 “AML Laws” means any anti-money laundry laws or
regulations and any similar law or regulation enacted in Uruguay and any law, rule and regulation similar to the foregoing in Uruguay or elsewhere.
  

“AML Prohibited Transaction” means any transaction, investment, undertaking or activity that (i) conceals the identity, source or destination of
the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (ii) is related to any property (or interests in property)
blocked pursuant to any anti-money laundering law, rule or regulation, (iii) evades or avoids (or has the purpose of evading or avoiding) any of the prohibitions set forth in any antimony laundering law, rule or regulation or (iv) violates any AML
Laws.
  
 “Anti-Corruption Laws” means all laws,
rules, and regulations of any jurisdiction applicable to the Borrower or the Lender from time to time concerning or relating to bribery or corruption, including without limitation, the Uruguayan Law N° 19.574. and Law N° 17.060.

 
 “Anti-Terrorism Laws” has the meaning ascribed to
it in Section 3(x)(i).
  

 
	 


 
	 



 “Applicable Law” means any law, especially any bankruptcy or judicial or extra-judicial restructuring law and any other
applicable law pertaining to preferential transfers, fraudulent transfers or acts voidable by creditors, in each case as such law may be amended from time to time.

 
 “Assets” means, for any Person, all assets of such
Person that have been or should be recorded as such in accordance with applicable GAAP.
  

“Availability Period” means the period from the Facility Closing Date to and including September 30, 2022.

 
 “Borrower” has the meaning ascribed to it in the
preamble.
  
 “Business Day” means a day other than
a Saturday or Sunday, on which commercial banks and other financial institutions are not required or authorized to close in Montevideo, Uruguay.
  

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests (such as quotas) in a Person (other than a corporation) and any and all warrants or options to purchase or subscribe for any of the foregoing.

 
 “Cash” means, for any Person or Persons at any
time, the aggregate of all paper currency and coins, negotiable money orders and checks, bank balances, marketable securities, immediately redeemable investments, trade and other receivables of such Person(s).

 
 “Central Bank” means the Central Bank of Uruguay
(Banco Central del Uruguay).
  
 “Change of
Control” means that the Controlling Shareholders shall cease to, collectively (i) own beneficially and control (either directly or indirectly) at least a majority of the Borrower’s issued and outstanding Capital Stock having the
right to vote or other equity interests (or securities convertible into equity interests) in the Borrower having the right to vote, or (ii) have the power (whether by ownership of Capital Stock, contract or otherwise) to control the management or
policies of the Borrower.
  
 “Collateral” means
the assets and properties in or over which a security interest has been granted or is purported to be granted to and for the benefit of the Lender, to secure the Loan and the Obligations, pursuant to the Security Documents.

 
 “Commitment Fee” means the fee applied to average
daily unused commitments under the Loan, payable together with interest payments as set forth in Section 10.
  

“Conditions for the Second Disbursement” means the conditions for the Second Disbursement as set forth in Section 4.2.

 
 “Controlling Shareholder” is Navios South American
Logistics Inc.
  

 
	 


 
	 



 “Controlling Shareholder’s Public Disclosures” means all Navios South American Logistics Inc.’s filings with the
US Securities and Exchange Commission.
  
 “Credit
Documents” means this Agreement, the Notes, the Security Documents and any other agreement, document or instrument in connection with the Loan, in each case as amended, restated, amended and restated, varied, novated or supplemented or
otherwise modified from time to time.
  
 “Credit
Event” means a fact or event that results in a cross default with other Indebtedness of the Borrower or in a decrease of category 2B according to the Central Bank’s regulation, not cured within thirty (30) calendar days.

 
 “Default” means the occurrence of an Event of
Default or event or condition that, but for the requirement that time elapses or notice be given, or both, would constitute an Event of Default.
  

“Disbursement” means each drawdown of the Loan Amount, pursuant to a Notice of Disbursement.

 
 “Disbursement Date” means in regards to a
Disbursement, the date of such disbursement.
  

“Dividend” means, with respect to any Person, the declaration or payment of any dividend on or in respect of any shares of any class of Capital
Stock of such Person; the purchase, redemption, or other retirement of any shares of any class of Capital Stock of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its
shareholders as such; or any other distribution on or in respect of any shares of any class of Capital Stock of such Person, including, without limitation, payments of interest thereon.

 
 “Dollars” and the designation
“US$” each means the lawful currency of the United States of America.
  

“ESG Laws” means any and all national, state, provincial or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or
requirements of any Governmental Authority including without limitation, licenses, permits or other Government Approvals relating to or imposing liability or standards of conduct concerning pollution or protection of human health or the environment,
as well as setting standards concerning, social, governance, labor, health and safety or security risks or imposing liability for the breach thereof as now or may at any time hereafter be in effect.

 
 “Event of Default” has the meaning ascribed to it
in Section 7.
  
 “Execution Date” means the date
on which this Agreement is executed by the parties hereto.
  

“Executive Order” has the meaning ascribed to it in Section 3(x)(i).

 
 “Existing Shareholder Loan” means the intercompany
loan dated December 18, 2018 entered into between the Controlling Shareholder and the Borrower, as amended and supplemented, from time to time.
  

 
	 


 
	 



 “Existing Indebtedness” means (a) the Controlling Shareholder’s US$500 million Senior Secured Notes due in 2025 dated
July 8, 2020, as amended and supplemented, from time to time, and (b) the Existing Shareholder Loan and (c) all Indebtedness included in Schedule 3(bb).
 .

 
 “Facility Closing Date” means the date on which
all conditions precedent to the First Disbursement have been complied with or waived by the Lender at its exclusive discretional option.
  

 
 “Final Maturity Date” means the date which falls on
July 1st, 2025.
  
 “Financial Statements” has the
meaning ascribed to it in Section 3(h).
  
 “GAAP”
means generally accepted accounting principles and practices in Uruguay as in effect from time to time and applied on a consistent basis.
  

“Governmental Approval” means any consent, license, approval, authorization, exemption, registration, filing, opinion or declaration from or with,
as the case may be, any Governmental Authority.
  

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary
or regulatory authority) and any entity exercising executive, legislative, judicial, regulatory or administrative authority of or pertaining to a government (whether such authority is recognized as a de jure government or is a de facto
government).
  
 “Granos’ Debt” means the
current amount owed to the Lender by the Borrower, which as of the date hereof amounts to US$ 8,000,000 (eight million dollars).
  

“Hazardous Materials” means any hazardous or toxic substance, materials or wastes, defined, listed, classified or regulated as such in or under
any ESG Laws, including without limitation, asbestos, petroleum or petroleum products and sub products.
  

“Indebtedness” means, as to any Person, without duplication: (i) all indebtedness of such Person in respect of (a) borrowed money including, but
not limited to, obligations in connection with acceptance facilities and letter of credit facilities and (b) the deferred purchase price of property or services, (ii) all payment obligations of such Person evidenced by bonds, debentures, notes or
other similar securities, (iii) all obligations of such Person as lessee under leases which shall have been or ought to be, in accordance with applicable GAAP, recorded as financial or operative or capital leases, (iv) net liabilities arising under
derivative transactions, repurchase agreements or hedging transactions, (v) all indebtedness of another Person secured by a Lien on any property owned by such Person, whether or not such Person has assumed or otherwise become liable for the payment
thereof, (vi) all direct or indirect guarantees of such Person in respect of, and all obligations (contingent or otherwise) of such Person to any other Person in respect of, any of the above and (vii) all Existing Indebtedness, or the refinance
thereof as the case may be.
  
 “Indemnified
Parties” has the meaning ascribed to it in Section 10.12.1.

 
	 


 
	 



  
 “Indemnified Taxes” means
(a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Credit Document, and (b) to the extent not otherwise described in (a), Other Taxes.

 
 “Interest Payment Date” means the last day of each
Interest Period.
  
 “Interest Period” means (i)
the period commencing on the date of each Disbursement and ending on (but not including) the date which is the last calendar day of that three-month period; then (ii) each succeeding three-month period starting on the last day of the preceding
Interest Period and ending on (but not including) the date which is the last calendar day of that month, provided that (a) an Interest Period that would otherwise end after any respective Principal Repayment Date for the Loan shall end on such
Principal Repayment Date; and (b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period, subject to (a) above, shall be extended to occur on the next succeeding
Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

 
 “Interest Rate” means 4.25 % per annum, payable in
arrears on the last day of each Interest Period.
  
 “Joint
Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

 
 “Knowledge of the Borrower” means the actual
knowledge (following reasonable inquiry), or knowledge which such persons should have had by virtue of his or her position as a member of the board or as an officer of the Borrower, or of the Controlling Shareholder (or any person who may replace
them from time to time).
  
 “Lender” has the
meaning ascribed to it in the preamble.
  

“Liabilities” has the meaning ascribed to it in Section 10.12.1.

 
 “Lien” or “Liens” shall mean a
lien, mortgage, pledge, hypothecation, deposit arrangement, title retention, trust, encumbrance, security interest or other charge, or any other type of preferential arrangement, priority or other security agreement having the practical effect of
constituting a security interest, upon or with respect to any property or asset, including, without limitation, any agreement to give any of the foregoing.

 
 “Loan” has the meaning ascribed to it in Section
2.1.1.
  
 “Loan Amount” has the meaning ascribed
to it in Section 2.1.1.
  
 “Material” means a
value of principal, interest, obligation, undertaking or liability in excess of U$S 1,000,000 or the loss or breach of which would result in a Material Adverse Effect.

 

 
	 


 
	 



 “Material Adverse Effect” means a material adverse effect on (i) the business, assets, property, operations, or condition
(financial or otherwise) of the Borrower or its Subsidiaries, (ii) the binding effect, legality, validity or enforceability of any Credit Document, or the rights or remedies of the Lender thereunder or (iii) the ability of any Borrower or any other
Person to perform its obligations under any Credit Document to which such Borrower or such other Person is a party.
  

“Navios Holdings” means Navios Maritime Holdings Inc.

 
 “Navios Holdings Debt” means the indenture
governing Navios Holdings’ 11.25% Senior Secured Notes due in 2022 which as of this date amount to US$ 155,000,000 (one hundred and fifty-five million US dollars).

 
 “Notes” means the promissory notes in the form of
Exhibit B, governed by Uruguayan law and duly executed by the Borrower with respect to each Disbursement of the Loan.
  

“Notice of Disbursement” has the meaning ascribed to it in Section 2.2.2.

 
 “Obligations” means any and all obligations of the
Borrower under any of the Credit Documents.
  

“OFAC” has the meaning ascribed to it in Section 3(x)(i).

 
 “Permitted Purpose” has the meaning ascribed to it
in Section 2.1.1.
  
 “Person” means any
individual, corporation, partnership, trust, unincorporated organization, joint stock company or other legal entity or organization and any Governmental Authority.

 
 “Principal Repayment Date” means the date that is
the last calendar day of each 3 month-period, provided, however, that the last Principal Repayment Date shall be the Final Maturity Date. In the event that a Principal Repayment Date shall be a day that is not a Business Day, then the Principal
Repayment Date shall be the next succeeding day that is a Business Day, provided, however, that, if such extension would cause the Principal Repayment Date to occur in the next following calendar month, the Principal Repayment Date shall occur on
the next preceding Business Day.
  
 “Requirement of
Law” means with respect to any Person, any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any of its property is subject.
  

“Responsible Officer” of any Person means any individual who is duly authorized to represent that Person in accordance with the corporate
documents or powers of attorney of that Person.
  
 “Security
Documents” means the assignment of receivables which must maintain at all times a coverage ratio of at least 80% of the outstanding amounts under this Loan for the first year since the Execution Date and 100% for subsequent years, to the
satisfaction of the Lender, and the corporate guarantee referred to in Section 5.2.
  

 
	 


 
	 



 “Shareholding Structure” has the meaning ascribed to it in Section 3(z).

 
 “Subsidiary” means, as to any Person, any company
or entity directly or indirectly controlled by such Person. For this purpose, “control” of any Person means ownership of 50,1% or more of the voting power of that Person.

 
 “Taxes” means, any and all present or future taxes,
levies, imposts, duties, deductions, charges and withholdings whatsoever, and all interest, penalties, additions or similar amounts with respect thereto or with respect to the non-payment thereof, now or hereafter imposed, assessed, levied or
collected by any Governmental Authority.
  

“Uruguay” means the Republica Oriental del Uruguay .

 
 1.2       Other
Interpretive Provisions
  

1.2.1       The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

 
 1.2.2       The words
“hereof,” “herein,” “hereunder” and similar words referred in to in this Agreement as a whole and not to any particular provision of this Agreement, and any subsection, section, article, annex, schedule and
exhibit references are to this Agreement unless otherwise specified.
  

1.2.3       The term “documents” includes any and all documents, instruments, written agreements, certificates,
indentures, notices and other writings, however evidenced (including electronically).
  

1.2.4       The term “including” is not limiting and (except to the extent specifically provided otherwise)
shall mean “including without limitation.”
  

1.2.5       Words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders
include all genders.
  

1.2.6       Unless otherwise specified, in the computation of periods of time from a specified date to a later specified
date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and
including.”
  

1.2.7       The terms “may” and “might” and similar terms used with respect to the taking of an
action by any Person shall reflect that such action is optional and not required to be taken by such Person.
  

1.2.8       Unless otherwise expressly provided herein: (i) references to agreements (including this Agreement) and other
documents shall be deemed to include all subsequent restatements, amendments and restatements, variations, novations or supplements and other modifications thereto, but only to the extent that such amendments and other modifications are not
prohibited by any Credit Document, and (ii) references to any applicable law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing, interpreting or implementing such
applicable law.
  

 
	 


 
	 



 1.2.9       In the event of any conflict between the terms and conditions of this Agreement and the
terms and conditions of any other Credit Document, the terms and conditions of this Agreement shall prevail.
  

1.2.10       The Credit Documents are the result of negotiations among, and have been reviewed by, counsel to the Borrower
and the Lender, and are the work products of all such Persons. Accordingly, they shall not be construed against the Borrower or the Lender merely because of any such Person’s involvement in their preparation.

 
 2       The Loan

 
 2.1
       Commitment
  

2.1.1       The Lender agrees, subject to the terms and conditions hereby agreed, and relying upon the representations and
warranties hereinafter set forth in this Agreement, to make a loan, in Dollars, to the Borrower, in the aggregate amount of up to twenty five million Dollars (US$ 25,000,000) (the “Loan Amount”) to be disbursed in two (2)
Disbursements, within the Availability Period (the “Loan”) to be used by the Borrower only for the following purposes: (i) to completely pay the outstanding Granos’ Debt; and (ii) for general corporate purposes including the
repayment in part of the Existing Shareholder Loan pursuant to Section 4.1 (j) of this Agreement (the “Permitted Purpose”). The Disbursement to be disbursed on the Facility Closing Date (the “First
Disbursement”), could be up to a total amount of seventeen million Dollars (US$ 17,000,000). The second Disbursement (the “Second Disbursement”), could be of an amount up to eight million Dollars (US$ 8,000,000) and
shall be available for Disbursement to be used by the Borrower for the Permitted Purpose provided that (i) the Conditions for the Second Disbursement are complied with and accredited to the satisfaction of the Lender, and (ii) it has been duly
requested in writing by the Borrower to the Lender pursuant to Section 2.2.1.
  

2.1.2       The aggregate amount of the Disbursements shall not exceed the Loan Amount.

 
 2.1.3        Amounts
paid, repaid or prepaid in respect of the Loan shall not be re-borrowed.
  

2.2        Procedures for Borrowing; Funding by Lender

 
 2.2.1       The
Borrower shall draw the Loan in up to two (2) Disbursements, the First Disbursement on the Facility Closing Date and the Second Disbursement by delivering an irrevocable notice in the form of Exhibit A hereto (a “Notice of
Disbursement”) to the Lender, both during the Availability Period, and the Second Disbursement in no event before September 1, 2022 and provided that the Conditions for the Second Disbursement are previously complied with and accredited to
the satisfaction of the Lender, in no event after the end of the Availability Period, which notice must be received no later than 11:00 A.M. (Montevideo time), five (5) Business Days prior to the requested Disbursement Date. For the avoidance of
doubt, the Disbursement Date shall in no event fall after the end of the Availability Period. The receipt of the Notice of Disbursement by the Lender shall obligate the Borrower to borrow the aggregate principal amount of the Loan on the date set
forth therein.
  

 
	 


 
	 



 2.2.3       Subject to the terms and conditions of this Agreement, each Disbursement (net of any
expenses, fees or other payments to the Lender) shall be deposited by the Lender in the bank account of the Borrower with the Lender as indicated in the Notice of Disbursement.

 
 2.3        Notes

 
 Each Disbursement of the Loan made by the Lender shall be evidenced by
a Note dated as of the relevant Disbursement Date substantially in the form of Exhibit B and duly executed on behalf of the Borrower in an amount equivalent to 100% of each Disbursement, with the blanks to the satisfaction of the Lender and
payable to the Lender.
  
 2.4
       Interest on the Loan
  

2.4.1       The Borrower shall pay the Lender interest in Dollars on the disbursed amounts at a rate per annum equal to the
Interest Rate. Interest shall accrue on each Disbursement from the Disbursement Date and shall be paid on each Interest Payment Date.
  

2.5.2       Interest on the Disbursements shall be computed on the basis of a 365-day year and the actual number of days
elapsed (including the first day but excluding the last day).
  

2.6       Default Margin
  

Upon the occurrence and during the continuation of an Event of Default, including, if any amount due under any of the Credit Documents or under the Loan, including
principal, interest, fees, premiums, expenses or any other amount, is not paid when due (whether at maturity, by acceleration or otherwise), then interest (“interés moratorio”) shall accrue and compound monthly on all
Disbursements at the Interest Rate plus two percent (2.00%) per annum.
  

2.7       Scheduled Repayment

 
 2.7.1       Subject
to adjustment pursuant to Section 2.7.2., the Borrower shall repay the principal amount of the Loan to the Lender in Dollars in quarterly consecutive and equal installments pursuant to the repayment schedule attached as Exhibit E (the
“Repayment Schedule”) together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

 
 2.7.2       For
clarity purposes, following the Second Disbursement, the amount of each installment for the repayment of the principal amount of the Loan to the Lender shall be increased by the Second Disbursement amount divided by the number of the remaining
installments as provided in the Repayment Schedule.
  

2.7.3       If any date on which a repayment is due by the Borrower to the Lender pursuant to this Section 2.7 is not a
Business Day, such payment shall be due on the next succeeding Business Day.
  

2.8       Method of Payment

 

 
	 


 
	 



 Except as otherwise provided herein, all payments and prepayments of principal and all payments of interest, fees and other amounts payable
hereunder shall be made by the Borrower to the Lender to the bank account provided in writing by the Lender, or at such other account as the Lender may from time to time specify in writing, with each such payment to be made in immediately available
Dollars, on or before 2:30 p.m. (Montevideo time) on the due date thereof, without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any Taxes or other payments.

 
 2.9 Illegality

 
 Notwithstanding any other provisions herein, if at any time the Lender
shall have determined in good faith (which determination shall be final and conclusive absent manifest error) that compliance by the Lender with any applicable law or governmental regulation, guidance or order of interpretation thereof or change
therein by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority shall make it unlawful for the Lender to make or maintain the Loan, then, and in any
such event, the Lender shall immediately notify the Borrower. If such change in circumstances occurs prior to the Disbursement, then all the Lender’s obligations hereunder shall terminate without any indemnification in favor of the Borrower.
If such change in circumstances occurs while the Loan is outstanding, the outstanding amount of the Loan, together with accrued interest thereon and all other amounts payable to the Lender under this Agreement; shall be prepaid by the Borrower
immediately or, if it is permitted by the relevant law, regulation, guideline, order, request or directive, at the end of the then current Interest Period.

 
 2.10 Increased Costs

 
 2.10.1       If after
the date of this Agreement any law, rule, regulation, order or directive, whether or not having the force of law, or any interpretation thereof by any Person charged with the interpretation or administration thereof (i) subjects the Lender to any
tax, duty, mandatory contribution or other charge or payment of any kind whatsoever with respect to this Agreement or the Notes or any other Credit Document, or to any extraordinary tax, or changes the basis of taxation of any payments to the Lender
hereunder or under the Notes or any other Credit Document (except any change in the rate of tax on the overall income of the Lender imposed by the jurisdiction in which the principal office of the Lender is located), or (ii) imposes, modifies or
deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender (including any capital adequacy law or any change in the interpretation thereof), or shall
impose on the Lender any other condition affecting this Agreement or the Notes, and the result of any of the foregoing is to increase the cost to the Lender of making, converting to, continuing or maintaining the Loan, or to reduce the amount of any
payment received or receivable by the Lender, or to impose on the Lender an obligation to make any payment to any fiscal, monetary, regulatory or other authority calculated on or by reference to any amount received or receivable by it under this
Agreement or the Notes, then the Borrower shall pay to the Lender, within ten (10) calendar days upon demand, such additional amount or amounts as will compensate the Lender for such increased cost or reduction in the amount received or receivable
by it. As of the Effective Date, Lender is not aware of any event that will entitle the Lender to such additional amount or amounts pursuant to this Section 2.10.

 

 
	 


 
	 



 2.10.2       The Lender shall notify the Borrower of any event that will entitle the Lender to such
additional amount or amounts pursuant to this Section 2.10 as promptly as practicable after becoming aware of such event, and shall use commercially reasonably efforts to mitigate such event. A certificate of the Lender setting forth the basis for
the determination of such additional amount or amounts necessary to compensate the Lender as provided herein shall be conclusive and binding, absent manifest error.

 
 2.11 Indemnity

 
 The Borrower shall indemnify the Lender against any loss or reasonable
expense which the Lender may sustain or incur as a consequence of (i) any failure by the Borrower to fulfill on the date set forth in a Notice of Disbursement, as the case may be, the applicable conditions set forth in Section 4, (ii) any failure by
the Borrower to borrow any Disbursement hereunder after irrevocable notice of such borrowing has been given pursuant to Section 2.2, or (iii) any payment or prepayment of the Loan on a date other than a Principal Prepayment Date therefor, including,
in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain the Loan or any part thereof. A certificate of the Lender
setting forth in reasonable detail any amount or amounts which the Lender is entitled to receive pursuant to this Section and evidencing a loss suffered or expense incurred by the Lender of such amount or amounts shall be delivered to the Borrower
and shall be conclusive absent manifest error.
  

3.       Representations and Warranties

 
 To induce the Lender to make the Loan to the Borrower, the Borrower
represents and warrants to the Lender on the Execution Date, on each Disbursement Date and on each day until the full repayment of the Loan Amount, that:

 
 (a)        Corporate
Existence. The Borrower is a corporation (sociedad anónima) duly organized, validly existing and in good standing under the laws of Uruguay. The Borrower has all requisite corporate power and authority and all necessary licenses,
authorizations, consents, approvals and permits to own its properties and assets and to conduct its business as now conducted.
  

(b)        No Breach. The execution, delivery and performance of the Credit Documents will not (i) conflict with or result
in a breach of, or require any consent under, its organizational documents, (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect and applicable to it, (iii)
result in a breach of or constitute a default under any indenture or financing or credit agreement or any other material agreement, lease or instrument to which it is a party or by which it or its properties are bound or affected, or (iv) result in
or require the creation or imposition of any Lien upon or with respect to any of its properties or assets, other than pursuant to the Credit Documents. It is in compliance with all applicable laws and regulations (including ESG Laws) and the terms
of all licenses held by it or applicable to it, and is not in default under any agreement or instrument to which it is a party, except where the consequences of such failure to comply or default could not reasonably be expected to result in a
Material Adverse Effect.
  

 
	 


 
	 



 (c)        Authority; Binding Effect. It has all necessary corporate power, authority and legal right
to execute, deliver and perform its obligations under the Credit Documents; the execution, delivery and performance by it of the Credit Documents have been duly authorized by all necessary corporate action on its part; and the Credit Documents
(other than the Notes) have been duly executed and delivered by it, and constitute, and the Notes when executed and delivered will constitute, its legal, valid and binding obligations, enforceable against it in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally.
  

(d)       Tax Returns and Payments. The Borrower operates in the Free Zone and is not subject to any taxes. Notwithstanding
the foregoing, the Borrower has complied with all presentations of tax returns required by law as a free zone user.
  

(e)       Litigation. There are no legal or arbitral proceedings, or any proceedings by or before any Governmental
Authority or agency, now pending or, to the best of the Borrower’s Knowledge, threatened against or affecting it or any of its respective Subsidiaries, properties or assets, either (i) with respect to or arising out of the Credit Documents or
the transactions relating thereto, arising thereunder or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

 
 (f)       Absence of
Defaults. No Default or Event of Default has occurred and is continuing.
  

(g)       Governmental Approvals. No Governmental Approval or other act by or in respect of, any Governmental Authority, or
consent or authorization of, approval by or notice to any other Person (other than the parties to the Credit Documents) is required or is necessary (i) in connection with the execution, delivery and performance of the Credit Documents, (ii) for the
legality, validity, binding effect and enforceability against it of the Credit Documents, and (iii) for the availability and transfer of Dollars required to make payments under the Credit Documents.

 
 (h)       Financial
Condition. The financial statements of the Borrower, dated as of December 31, 2020 (the “Financial Statements”), including the related schedules and notes (if available), fairly present in all material respects the financial
condition of the Borrower as of the dates and the results of its operations for the periods stated therein (other than customary year-end adjustments for unaudited financial statements) and have been prepared in accordance with applicable GAAP,
consistently applied throughout the periods involved (except as disclosed therein and except, with respect to unaudited financial statements, for the absence of footnotes and normal year-end audit adjustments). The Borrower has no material
contingent liabilities, liabilities for taxes, unusual forward or long term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in such Financial Statements as at such
date. Since December 31, 2020 to date there has been no material adverse change in the condition (financial or otherwise), operations, or business of the Borrower which could reasonably be expected to adversely affect the ability of the Borrower to
perform its respective obligations under any of the Credit Documents.
  

(i)       Ranking. The obligations evidenced by each of the Credit Documents are its direct and unconditional obligations,
and rank to the extent not secured by the Collateral (if any), at least pari

 
	 


 
	 



 passu in priority of payment and in all other respects with all its other unsecured and unsubordinated obligations, whether now existing or
hereafter outstanding.
  

(j)       Proper Form. This Agreement and the other Credit Documents (other than the Notes) are, and the Notes when
executed will be, in proper legal form under the laws of Uruguay for the enforcement thereof in Uruguay; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, the Notes and the other Credit
Documents it is not necessary that this Agreement, the Notes or any other document, be filed, registered or recorded with, or executed or notarized before, any court or other authority in Uruguay or that any registration charge or stamp or similar
tax be paid on or in respect of any Credit Documents or any document relating to the matters covered by any Credit Document, other than as provided herein and therein, provided further that, the Credit Documents when applicable, shall be translated
by an Uruguayan Public translator.
  

(k)       Choice of Law. In any action or proceeding involving it that arises out of or is related to this Agreement, or
the other Credit Documents, in any court of Uruguay, the Lender would be entitled to the recognition and enforcement of the choice of law provisions contained herein and therein.

 
 (l)       No Immunity.
Neither the Borrower nor any of its property has any immunity (sovereign or otherwise) from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of any jurisdiction.
  

(m)       Solvency. After giving effect to the execution and delivery of the Credit Documents and the making of the Loan
under this Agreement: (i) it will not (x) be “insolvent,” as defined or used in any Applicable Law, (y) be unable to pay its debts generally as such debts become due or (z) have an unreasonable capital to engage in any business or
transaction, whether current or contemplated; and (ii) its obligations under the Credit Documents and with respect to the Loan will not be rendered avoidable under any Applicable Law.

 
 (n)       Environmental
Matters. Except as could not reasonably be expected to have a Material Adverse Effect, the properties of it do not contain, and have not previously contained, Hazardous Materials in amounts or concentrations that constitute or constituted a
material violation of, or reasonably could give rise to material liability under, ESG Laws, and those properties and all operations at such properties are in compliance and at all times have been in compliance in all material respects with all ESG
Laws, and there is no contamination or illegal deforestation at, under or about the properties which could interfere materially with the continued operation of such properties or impair materially the fair market value thereof. No Borrower has
expressly assumed any liability of any Person under any ESG Laws.
  

(o)       Assets. It has good title to, or valid leasehold interests in, all its Assets, real and personal property
material to its business. It owns or is licensed or otherwise has the right to use all of the patents, contractual franchises, licenses, authorizations and other rights that are material for the operation of its business, without conflict with the
rights of any other Person, except where such conflict could not reasonably be expected to have a Material Adverse Effect.
  

 
	 


 
	 



 (p)       Completeness and Accuracy of Information. There is nothing of which it is aware which would
be reasonably likely to have a Material Adverse Effect which has not been disclosed to the Lender in writing in connection with or pursuant to the terms of the Credit Documents. All information supplied by it to the Lender relating to it (including
the representations, warranties and other assertions made under the Credit Documents) was true and accurate in all material respects as of the date supplied, and did not as of such date, and does not as of the date hereof, omit to state any material
information necessary to make the information therein contained, in light of the circumstances under which such information was supplied, not misleading provided that to the extent any such information was based upon or constitutes a forecast or
projection, the Borrower only represents that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information.

 
 (q)       Insurance. The
Borrower has in full force and effect insurance coverage with insurance companies believed by it to be financially sound and reputable and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses in
Uruguay and owning or operating properties or assets similar to those owned or operated by it.
  

(r)       Security Interests. On and after the date of execution and delivery thereof, the Security Documents create (or
will create, as the case may be), in favor of the Lender, as security for the Obligations, subject to the provisions hereof and thereof, a valid, enforceable and perfected first priority security interest in and Liens on all of the Collateral,
provided that, with respect to the Assigned Receivables, a valid, enforceable and perfected first priority security interest will be created once the assigned debtor under each Assigned Receivable is duly notified of the creation of the Security
Interest in favor of the Lender, within the term provided under Section 6.1 (k). The Borrower has good title to all of its Collateral free and clear of all Liens, except as created under the Security Documents. No filings or recordings are required
in order to perfect the security interests created under the Security Documents, except for filings or recordings listed under this Agreement or in such agreements, all of which shall have been made as soon as practical after the Execution Date (but
in no event after the Facility Closing Date), except as otherwise expressly provided herein or under such agreements.
  

(s)       Anti-Terrorism Laws

 
 (i)       The Borrower, and to the
Knowledge of the Borrower, its Affiliates and Subsidiaries are in compliance with any laws relating to terrorism or money laundering (“Anti- Terrorism Laws”), including the regulations administered by the United States Treasury
Department’s Office of Foreign Asset Control (“OFAC”) and Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”).

 
 (ii)       Neither the Borrower or,
to the Knowledge of the Borrower, any of its Affiliates, Subsidiaries or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loan, is any of the following: (A) a Person or entity that is listed in the
annex to, or is otherwise subject to the prohibitions contained in, the Executive Order or the OFAC regulations; (B) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is
otherwise subject to the prohibitions contained in, the Executive Order or the OFAC regulations; (C) a Person or entity with which the Lender is prohibited from dealing or otherwise

 
	 


 
	 



 engaging in any transaction by any Anti-Terrorism Law; (D) a Person or entity that commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order or the OFAC regulations; or (E) a Person or entity that is named on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC at its official
website or any replacement website or other replacement official publication of such list.
  

(iii)       Neither the Borrower, to the Knowledge of the Borrower, any of its brokers or other agents acting in any capacity in
connection with the Loan (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (ii) above, (B) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to the Executive Order or the OFAC regulations, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
  

(t)       Shareholding Structure. Schedule 3(z) contains the detailed current shareholding structure of the Controlling
Shareholder (the “Shareholding Structure”). There are no pending or to the Knowledge of the Borrower threatened claims of any third party or within the Controlling Shareholder and its Affiliates and Subsidiaries in connection with
the corporate transactions that resulted in the current Shareholding Structure.
  

(u)       Anti-Corruption and Anti-Money Laundering Laws. Neither the Borrower, nor any of its Affiliates, directors or
officers, (i) has violated, or attempted to violate, any AML Laws or Anti-Corruption Laws or (ii) has engaged in any AML Prohibited Transaction. The Borrower has implemented and maintains in effect policies and procedures designed to ensure
compliance by the Borrower and its respective directors, officers, employees and agents with Anti-Corruption Laws and the Borrower and its respective officers and directors, are in compliance with AML Laws and Anti-Corruption Laws in all respects
and are not engaged in any activity that may reasonably be expected to result in the Borrower being designated as in violation with AML Laws or Anti-Corruption Laws. None of (a) the Borrower or any of its respective directors, officers or employees,
or (b) any agent of the Borrower that will act on behalf of Borrower in any capacity in connection with or benefit from the Loan, is in violation or will violate any AML Laws or Anti-Corruption Law with respect thereto. With respect to Borrower, no
borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any AML Laws or Anti-Corruption Law.
  

(v)       Indebtedness. Schedule 3(bb) contains a list of any and all outstanding Indebtedness of the Borrower as of the
Facility Closing Date.
  
 4. Conditions of Loans

 
 4.1       Conditions to
the Disbursements
  
 The obligation of the Lender to make each
Disbursement is subject to the receipt by the Lender of each of the following documents, each of which shall be satisfactory to the Lender in form and substance:

 

 
	 


 
	 



 (a)       Credit Documents. The Agreement and each of the Credit Documents, and any related
documentation is duly executed and delivered by all parties thereto;
  

(b)       Notice of Disbursement. The Notice of Disbursement duly executed and delivered by the Borrower;

 
 (c)       Corporate Documents
and Authorizations. True and complete copies certified by a public notary in Uruguay of (i) the latest versions of the bylaws (Estatuto Social) of the Borrower duly registered and published, certified as of the Execution Date in the
Officer’s Certificate referred to in Section 4.1(e) as complete and correct copies thereof by a Responsible Officer, and (ii) the resolutions of the Borrower ́s board of directors, authorizing the execution, delivery and performance of
the Credit Documents, the borrowings and the transactions contemplated thereunder;
  

(d)       Security Interest. The Lender shall have, under each of the Security Documents, a first priority duly perfected
security interest in the Collateral assigned under the Security Documents for the benefit of the Lender, except for the Assigned Receivables, where a valid, enforceable and perfected first priority security interest will be created once the assigned
debtor under each Assigned Receivable is duly notified of the creation of the Security Interest in favor of the Lender, within the term provided under Section 6.1 (k).;

 
 (e)       Representations and
Warranties. Receipt by the Lender of a certificate from the Borrower stating that all representations and warranties made in the Credit Documents are true, complete and accurate and receipt by the Lender of all satisfactory evidence reasonably
required by the Lender that the representations and warranties contained in Section 3 of this Agreement, in the Controlling Shareholder’s Public Disclosures, those made by the Borrower in the Credit Documents and those otherwise made in
connection with the transactions contemplated by the Credit Documents as well as those representations and warranties made by the Borrower in connection with the Indebtedness shall be correct in all material respects and not misleading in any
material respect as of the Disbursement Date (both before and after giving effect to the Loan) with the same effect as if made at and as of such time;
  

(f)       No Default. The Borrower shall have performed and complied with all terms and conditions required to be performed
or complied with by each of them under the Credit Documents and under all of its other Indebtedness, except where such failure has not resulted in a Credit Event, prior to or at the time of the Disbursement, or cured any failure to perform, and at
the time of the Disbursement, both before and after giving effect thereto, there shall exist no Default or Event of Default and no Default or Event of Default is expected to result from a Disbursement according to Lender’s reasonable
determination;
  

(g)       Auditor. Evidence that an auditor, acceptable to the Lender, has been hired in order to provide audited financial
statements as from (and including) the fiscal year ended on December 31, 2021.
  

(h)       Required Fees. The Borrower shall have paid or reimbursed the Lender, for all fees, including attorney’s or
other professional advisers ́ fees, the Structuring Fee, the costs, expenses and commissions then due and payable (or incurred, as the case may be) to such Persons, including those

 
	 


 
	 



 fees pertaining to the preparation of this Agreement and structuring of the transactions contemplated hereby and in the Credit Documents;

 
 (i)       No Material Adverse
Effect and Changes. Since the Execution Date there has been no Material Adverse Effect.
  

(j)       Subordination. Any and all credits that the shareholder of the Borrower has against the Borrower, other than the
Existing Shareholder Loan shall be irrevocably subordinated to the credits arising from the Loan prior to any Disbursement. The Parties hereby agree that payments under the Existing Shareholder Loan are only allowed in accordance with the Permitted
Purpose and in no event the outstanding amount under the Existing Shareholder Loan can be reduced to less than $27,000,000 (United States Dollars Twenty Seven Million) without the consent of the Lender.

 
 (k)       Other Conditions and
Documents. Such other conditions and documents as may be reasonably requested by the Lender to comply with regulatory, statutory or internal due diligence.

 
 4.2 Conditions for the Second Disbursement 

 
 In addition to the conditions referred to in Section 4.1 above, Second
Disbursement is subject to:
  

(a)        the receipt by the Lender, to its satisfaction, of sufficient evidence regarding the successful satisfaction and full
payment of and discharge of the Navios Holdings Debt or the refinancing to the Lenders satisfaction of such Navios Holding Debt; and
  

(b)       Security Interest. The Lender shall have, under each of the Security Documents, a first priority duly perfected
security interest in the Collateral assigned under the Security Documents for the benefit of the Lender;
  

 
 5               Collateral

 

5.1           Assignment of receivables 
  

As collateral security for the prompt and complete payment and performance when due, whether at maturity, upon acceleration, extension or otherwise, of all
Obligations, the Borrower has entered prior to the date hereof, in agreements for the assignment of receivables (“contrato de cesion de créditos”) with the counterparts listed in and in terms substantially equal to, those
included in Exhibit C (the “Assigned Receivables”). From time to time the Borrower will enter into any other agreement for the assignment of receivables in order to have a Collateral pursuant to the Security Documents at
all times maintaining a coverage ratio of at least 80% of the outstanding amounts under this Loan for the first year since the Execution Date and 100% for the subsequent years. The Borrower shall be entitled to substitute an expiring Security
Document with another of similar size and form, to maintain the required collateral security, at the Lenders entire satisfaction.
  

5.2           Corporate Guarantee
  

 
	 


 
	 



 As an additional collateral security for the prompt, irrevocable and complete payment and performance when due, whether at maturity, upon
acceleration, extension or otherwise, of all Obligations, the Controlling Shareholder hereby agrees to provide a corporate guarantee substantially pursuant to the terms included in Exhibit D.

 
 6.       Covenants

 
 6.1         Affirmative Covenants
  

The Borrower covenants and agrees that so long as any Obligation is outstanding:

 
 (a)       Financial Statements. It shall deliver to the Lender (i) its audited financial statements, as of the end of its fiscal year, as soon as available, and in any event no later than one hundred and twenty
(120) calendar days after the end of each fiscal year, and (ii) its unaudited consolidated quarterly financial statements, as soon as available, and in any event no later than sixty (60) calendar days after the end of such fiscal quarter; in each
case setting forth in comparative form the figures for the previous fiscal periods, and accompanied by a report thereon of independent certified public accountants of recognized international standing selected by the Borrower and satisfactory to the
Lender, which report shall state that such financial statements present fairly, in all material respects, the financial position of each of the Borrower as at the dates indicated and the results of their operations and their changes in financial
condition for the periods indicated in conformity with GAAP, applied on a basis consistent with prior years (except as otherwise disclosed in the financial statements and, except with respect to unaudited financial statements, for the absence of
footnotes and normal year-end adjustments) and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted accounting and auditing standards.

 
 (b)       Material Information. It shall disclose to the Lender any and all material information, which will include, among other things, the following: (i) any fines exceeding U$S 250,000 (or its equivalent in
other currencies) or penalties that have been imposed on the Borrower; (ii) any disputes, fines, or penalties related to the credits assigned pursuant to the Security Documents; (iii) any changes to the shareholder structure of the Borrower; and
(iv) any suits, penalties, sanctions, or legal proceedings involving the Borrower's shareholders that could reasonably be expected to cause a Material Adverse Effect or reasonably be expected to cause compliance issues in maintaining the Loan;

 
 (c)       Additional Information. It shall provide such other information (including certified copies of relevant documents) with respect to the business, properties, condition and operations, financial or
otherwise, of the Borrower, as the Lender may reasonably request;
  

(d)       Inspection. Shall permit any officers or employees of the Lender ,
as well as any third parties indicated by them, to (i) visit and inspect any of its properties, (ii) discuss matters relating to an evaluation of the credit of the Borrower or relating to compliance with the Credit Documents with the principal
officers the Borrower, and (iii) to the fullest extent permitted by law and applicable regulatory authorities, to review all books of record and account and any available reports or statements relevant thereto, all as often as they may request and
during regular business hours, at the

 
	 


 
	 



 expense of the Borrower.
  

(e)       Corporate Existence, Authorizations, Taxes and Maintenance of Properties.
It shall (and it shall cause its respective Subsidiaries to):
  

(i)       do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and
good standing, and all necessary and material rights, franchises, licenses, authorizations, consents, approvals and permits to own its properties and assets and to conduct its business;

 
 (ii)       maintain in full effect
the resolutions of the Board of Directors, authorizing the execution, delivery and performance of the Credit Documents and the transactions contemplated thereunder;

 
 (iii)       promptly pay,
discharge, or cause to be paid and discharged, all known taxes, assessments and other governmental charges lawfully levied or imposed upon it or upon its income or profits or upon its operations, properties and assets or any part thereof before the
same shall become in default, as well as all lawful claims which, if unpaid, might become a Lien or charge upon any of its or its Subsidiaries' properties or assets (or any part thereof); provided that, no such tax, assessment or claim need be paid
if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; and
  

(iv)       maintain, preserve and keep its properties and assets which are necessary for and material to the conduct of its
business and operations in good condition and working order (ordinary wear and tear excepted).
  

(f)       Compliance with Laws and Contractual Obligations. It shall (and will
cause its Subsidiaries to) comply with any and all contractual obligations, Indebtedness (except where the failure to so comply will not result in a Credit Event), material agreements, regulations, rules, laws and orders applicable to it, including,
without limitation, any and all regulations, rules, laws and orders pertaining to social security, retirement and pension matters, in all material respects. By way of clarification and not of limitation, it will (and each of them will cause its
respective Subsidiaries and Affiliates to) comply with all applicable ESG Laws and obtain and comply with and maintain, any and all licenses, approvals, registrations or permits required by applicable ESG Laws and its businesses, operations, assets,
equipment, property, leaseholds and other facilities shall be in compliance with the provisions of all ESG Laws , in each case, in all material respects.

 
 (g)       Books and Records. The Borrower will (and will cause its Subsidiaries to) satisfy corporate formalities required under applicable Uruguayan law and maintain adequate books and records to record its
business affairs and transactions. No bank account of the Borrower shall be commingled with any bank account of any other Person. The Borrower shall not (and shall not permit any of its Subsidiaries to) take any action, or conduct its affairs in a
manner that would reasonably be expected to result in its corporate existence being ignored by any court of competent jurisdiction or in its assets or liabilities being substantively consolidated with those of any other Person in a bankruptcy,
reorganization or other insolvency proceeding.
  

(h)       Insurance. The Borrower will (and will cause its Subsidiaries to)
maintain its properties and

 
	 


 
	 



 assets at all times insured with financially sound and reputable insurers in accordance with customary industry standards applicable to
entities that operate in the same business and jurisdiction as it; the Borrower will (and will cause its Subsidiaries to) promptly, upon written request by the Lender, deliver or cause to be delivered to the Lender originals or duplicate originals
of all such policies of insurance.
  

(i)       Contracts. The Borrower will (and will cause its Subsidiaries to)
fully perform its obligations under, and maintain in full force and effect during its respective term (except in the event of a breach by the other party), each existing and future agreement or instrument to which it is a party or by which it is
bound, except where the failure to so perform or maintain in full force and effect would not reasonably be expected to have a Material Adverse Effect or result in a Credit Event or otherwise affect the ability of the Borrower to contract with public
entity or to bid for and obtain additional contracts.
  

(j)       Ranking. The Borrower will (and will cause its Subsidiaries to) take
all actions as may be necessary to ensure that its obligations to the Lender evidenced by each of the Credit Documents will at all times be its direct and unconditional obligations, and rank, to the extent not covered by the Collateral, at least pari passu in priority of payment and in all other respects with all its other unsecured and unsubordinated obligations, whether now existing or hereafter outstanding.

 
 (k)       Security Interest. The Borrower will take all actions as may be necessary to execute any and all documents, in order to grant and maintain in favor of the Lender, as applicable in accordance with the
Security Documents, first priority security interests in each item of the Collateral perfected to the extent contemplated by the Security Documents. With respect to the Assigned Receivables, the Borrower shall duly notify each counterpart to the
Assigned Receivable within 30 calendar days counting as form the date hereof.

(l)       Capital expenditure. The Borrower will limit its aggregate annual
capital expenditure to US$5,000,000.
  

(m)       Litigation Notices. Immediately and in any event within five (5)
calendar days of becoming aware, give notice to the Lender of any arbitral, administrative or judicial litigation or proceeding affecting the Borrower or any of its Subsidiaries in which (i) the amount involved is at least US$500,000, (ii) in which
injunctive or similar relief is sought or (iii) which relates to any Credit Document or (iv) which could reasonably be expected to have a Material Adverse Effect or the outcome of which could result in a Credit Event or otherwise affect the ability
of the Borrower to contract with public entities or to bid for and obtain additional contracts, in each case regardless of the amount involved.
  

(n)       Use of Proceeds. The Borrower shall use the proceeds of the Loan
exclusively in accordance with the Permitted Purpose and furnish to the Lender evidence in such regards as the Lender may request.
  

(o)       Maintenance of Property. The Borrower shall cause all of its
properties used in or useful for the conduct of its business or the business of any of its Subsidiaries to be maintained in good repair (normal wear and tear excepted), and will cause to be made any repairs, replacements or improvements thereto as
may be reasonably necessary to conduct its business or the business of any

 
	 


 
	 



 of its Subsidiaries.
  

(p)       Maintenance of Ownership. Unless the Borrower receive the prior
written consent of the Lender to transfer or assign its capital stock, one hundred percent (100%) of the capital stock of the Borrower shall continue to be owned directly or indirectly by the Controlling Shareholders.

 
 (q)       Credit
Qualification. The Borrower shall be at all times at least category 2B or superior according to the Central Bank ́s regulation. Should the Borrower at any time be rated below the aforementioned category, it shall have thirty (30) days of
the occurrence thereof to comply with this covenant.
  

(r)       Further Assurances. The Borrower shall cooperate with the Lender,
and take all actions as may be necessary and execute and deliver such further instruments and documents as the Lender shall reasonably request to carry out or perfect the interests, transactions, terms and conditions contemplated by the Credit
Documents.
  
 (s)
       Minimum Net Worth. The Borrower shall maintain a net worth of at least US$ 20,000,000 at the ending of each financial year.

 

6.2          Negative Covenants
  
 The Borrower
agrees that, so long as any Obligations are outstanding, it will not, and will not permit any of its respective Subsidiaries to:
  

(a)       Mergers and Related Events. Enter into any merger, acquisition,
consolidation, or amalgamation, (except for (i) any merger, consolidation or amalgamation in which the Borrower is the surviving party, provided that the Lender shall have approved such merger, consolidation or amalgamation prior to its
implementation; and (ii) any merger of a Subsidiary of the Borrower into (x) another Subsidiary of the Borrower or (y) the Borrower, so long as, in the cases of items (x) and (y) above, the surviving entity remains responsible for the Obligations,
and in any case, it is approved by the Lender, any such approval not to be unreasonably withheld or delayed.
  

(b)       Change in Nature of Business. Make any material change in the nature
of its business and operations as carried on the date hereof.
  

(c)       Limit on Accounting Changes. Make any change in accounting treatment
or reporting practices, change its fiscal year or promote any revaluation of its assets, except as permitted by GAAP or/and required by law.
  

(d)       Accounting Changes; Fiscal Year. Make any change to it or its
Subsidiaries (a) accounting treatment and reporting practices or tax reporting treatment, except as required by GAAP or any Requirement of Law and disclosed to the Lender or (b) fiscal year.

 
 (e)       Auditor. Replace its designated Auditor, except with the consent of the Lender, which shall not be unreasonably withheld.

 
	 


 
	 



  
 (f)       Dividend Payments and Other Restricted Payment. Dividend payments shall be restricted to 70% of Borrower’s Annual Net Income – “utilidades netas” ( as referred in Law
N°16.060), provided that the free cash flow/debt servicing is greater to 1.3x.
  

(g)       Liens. Create, incur, assume or permit to exist any Liens on or with
respect to any of the Collateral (except for those Liens created under the Security Documents) or create, incur, assume or permit to exist any Liens on any of its other properties except for Liens incurred in the ordinary course of business or by
operation of law which, in either case, are not material.
  

(h)       Limits on Further Debts and Investments. Enter into, directly or
through any existing or future Subsidiary, any sort of Indebtedness during the first twenty four (24) months of the Execution Date except (a) Indebtedness up to an aggregate amount of US$ 5,000,000, to be used in the ordinary course of business, or
as otherwise permitted by this Agreement or as disclosed in the Controlling Shareholder’s Public Filings, or (b) existing guarantees granted under the Existing Indebtedness or the refinance thereof.

 
 (i)       Joint Ventures. The Borrower shall not (and shall not permit any of its Subsidiaries to) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interests in any
Joint Venture, except if the Lender shall have approved such transaction prior to its implementation.
  

(j)       Anti-Corruption and Anti-Money Laundering Laws. The Borrower, its
Affiliates, directors or officers shall not (i) violate, or attempt to violate, any AML Laws or AntiCorruption Laws or (ii) engage in any AML Prohibited Transaction.

 

(k)       Negative Pledge. The Borrower will not create, assume or suffer to exist any Lien on any
property of the Borrower whether now owned or hereafter acquired by it, nor shall the Borrower sell, transfer or enter into any agreement with the effect of disposing of the Borrowers’ fixed assets, in any case for an amount in excess of US$
1,000,000 except, for any Liens created under the Security Documents;

7       
       Events of Default
  

If:

 

(a)    The Borrower shall fail to pay when due any principal or interest on the Loan or any other Obligation payable by it hereunder or under any other Credit Document; or

 

(b)    Any representation, warranty, or certification made or deemed made herein or in any other Credit Document, or any certificate furnished to the Lender pursuant to the provisions hereof and the other Credit Documents, shall
prove to have been untrue or incomplete as of the time made or furnished and being capable of remedy, is not remedied or cured within 10 (ten) calendar days after the earlier of (i) written notice of the Lender requesting action to remedy the same,
and (ii) the Borrower becoming aware of such breach.
  

 
	 


 
	 



 (c)   
 The Borrower shall fail to perform or observe any of its obligations under any Credit Document other than as referred to in clause (a) above and being capable of remedy, is not remedied or cured within 10 (ten)
calendar days after the earlier of (i) written notice of the Lender requesting action to remedy the same, and (ii) the Borrower becoming aware of such breach.

 

 

(d)    The Borrower shall have defaulted in the payment of the principal of or the interest on any of its Indebtedness (other than the Loan), when due, whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise, and such default shall continue beyond any period of grace provided with respect thereto, or any other default shall have occurred under the terms of any instrument or agreement evidencing or setting forth terms and conditions applicable
to any of its Indebtedness, or any other event shall occur or condition exist, if the effect of such default, condition or event is to cause or permit the holder or holders of such Indebtedness (or anyone acting on behalf of such holder or holders)
to cause such Indebtedness to become due prior to its date of maturity, in each case, which results in a Credit Event; or

 

(e)    One or more judgments, arbitral awards or orders from which no further appeal is permissible under applicable law for the payment of money aggregating in excess of one million Dollars (US$1,000,000) (or its equivalent in
another currency) shall be rendered against the Borrower and such judgment, arbitral award or order shall continue unsatisfied and in effect for a period of thirty (30) calendar days; or

 

(f)     As may be permitted by applicable laws, the Borrower, or any of its Subsidiaries and Affiliates, shall: (i) generally not, or be unable to, or shall admit in writing its inability to, pay its debts as such debts become due;
(ii) make an assignment for the benefit of creditors, or petition or apply to any tribunal or court for the appointment of a custodian, receiver, trustee or other similar official for it or any substantial part of its assets; (iii) commence any
proceeding under any bankruptcy, insolvency, restructuring, readjustment of debt, dissolution, winding-up or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (iv) have had any such petition or application (as
described in (ii) above) filed or any such proceeding (as described in (iii) above) shall have been commenced, against it, in which an adjudication or appointment is made or order for relief is entered, or which petition, application or proceeding
is not dismissed within forty-five (45) calendar days of the Borrower ́s receipt of notice from the court of such filing or commencement; or (v) by any act or omission indicate its consent to, approval of or acquiescence in any such petition,
application or proceeding or order for relief or the appointment of a custodian, receiver or trustee for all or any substantial part of its property; or

 

(g)       
           The Borrower shall cease its business activities; or

 

(h)       
        Any attachment, execution or legal process shall be enforced against any Assets or property of the Borrower which has or could reasonably be expected to have a Material
Adverse Effect, and such attachment, execution or legal process shall remain unstated and in effect for a period of forty-five (45) calendar days after the Borrower receipt of notice from the court of such attachment, execution or legal process;
or
  

(i)       
         This Agreement, the Notes, any Security Document or any other Credit Document shall

 
	 


 
	 



 cease, for any reason, to be in full force and effect, or any Security Document shall not give or shall cease in
any material respect to give the Lender the Liens, rights, powers and privileges purported to be created thereby (including a first priority perfected security interest in, and Lien on, all of the Collateral subject thereto) or the validity or
enforceability of the Liens granted, to be granted, or purported to be granted, by the Security Documents shall be contested by the Borrower, or any of their Subsidiaries; or

 

(j)       
         This Agreement, the Notes, any Security Document or any other Credit Document or any provision of any of the foregoing is declared to be illegal, invalid or
unenforceable;
  

(k)       
        A Change of Control shall have occurred without the prior written consent of the Lender, such consent not to be unreasonably withheld; or

 

(l)       
         All or any substantial part of the undertaking, assets, properties or revenues of the Borrower is condemned, seized or otherwise appropriated by any Person acting
under the authority of any Governmental Authority, the Borrower or any of the Borrower ́s Subsidiaries is prevented by any such Person from exercising normal control or use over all or any substantial part of its undertaking, assets, properties
or revenues; or
  

(m)       
      (i) A Governmental Authority (including, without limitation, the Central Bank) shall (A) declare a general suspension of payments or a moratorium on the payment of debt of the
Borrower (which does not expressly exclude the Credit Documents) or (B) fail to exchange, or to approve or permit the exchange of, Pesos for Dollars, or take any other action including the promulgation, operation or enforcement of any law, act,
decree, regulation, ordinance, order, policy, or determination, or any modification of, or change in the interpretation of, any of the foregoing that has the effect of restricting or preventing such exchange of Pesos for Dollars or the transfer of
any funds outside Uruguay, beyond the extent to which such restrictions exist on the Execution Date, or (ii) the unavailability of Dollars in any legal exchange market therefor in Uruguay in accordance with normal commercial practice; or

 

(n)       
    The Borrower shall, without the prior consent of the Lender, (i) substantially change its business; (ii) dispose of assets material to the Loan; or (iii) without the prior written consent of the
Lender, undergo a change in ownership, including but not limited to a merger or acquisition except (a) for transfer of Borrower ́s shares among the Controlling Shareholder or its wholly-owned Subsidiaries ; or

 

(o)       
                    A Material Adverse Effect shall have occurred; or

 

(1)       
                    Any preliminary court order (including, without limitation, any injunctions such as medida cautelar or similar) is not dismissed in thirty (30) calendar days from the Knowledge thereof by the Borrower or any final and definitive judicial decision (no longer subject
to appeal) that, in either case, impedes the Borrower from continuing to render all of the material services related to the Collateral. 

 

(2)           then, and in any such event, the Lender (i) may declare its obligation to make the Disbursement to be terminated, whereupon the same shall forthwith
terminate, and (ii) may, by notice

 
	 


 
	 



 to the Borrower, declare all or any portion of the Note, all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Note, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, (A) the obligation of the Lender to make the Disbursement shall automatically be terminated and (B) the Note,
all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

 

8       
       Taxes
 The Borrower agrees as
follows with respect to Taxes:
  

(a)      
                       Any and all payments by or on
account of any obligation of the Borrower under each Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any
such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, if such Tax
is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section 9) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

(b)      
                       Without limiting the provisions of
paragraph (a) above, the Borrower shall timely pay any Taxes to the relevant Governmental Authority in accordance with any Requirement of Law.

 

(c)      
                       As promptly as practicable after the
payment of any Taxes by any Borrower to a Governmental Authority pursuant to this Section 9, such Borrower shall furnish to the Lender reasonable evidence of the payment of such Taxes.

 
 9              Commitment Fee

 
 The Borrower agrees to pay the Lender a Commitment Fee in
Dollars, for the period from this date to the end of the Availability Period, on the daily average of the unused portion of the Loan Amount at a rate per annum equal to one per cent.

 
 10        Miscellaneous

 

10.1       Parties-in-Interest; Assignment; Participations

 
 10.1.1       This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto; provided that the Borrower shall assign nor transfer any of its rights or obligations hereunder without
the prior written consent of the Lender.

 
	 


 
	 



  

10.1.2       The Lender may assign to, without the consent of the Borrower, (a) any Affiliate of the Lender, (b) any commercial
bank, or (c) any finance company, insurance company, other financial institution or fund which is regularly engaged in making, purchasing or investing in loans, all or a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its obligation to make the Loan to the Borrower), provided, however, that with respect to clause (c) above, the Lender shall obtain the prior consent from the Borrower prior to assigning this Agreement to any finance
company, insurance company or other financial institution or fund which is named on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC at its official website or any replacement website or
other replacement official publication of such list.
  

10.1.3       The Lender may sell participations to one or more banks or other entities in or to all or a portion of its
rights and obligations under the Credit Documents (including, without limitation, all or a portion of its obligation to make the Loan to the Borrower); provided that (i) the Lender's obligations under this Agreement shall remain unchanged, (ii) the
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of the Notes for all purposes of this Agreement, and (iv) the Borrower shall continue to deal solely
and directly with the Lender in connection with the Lender's rights and obligations under the Credit Documents.
  

10.1.4       The Lender may, in connection with any assignment or participation, or proposed assignment or participation, pursuant
to this Section 10.1, disclose to the assignee or participant, or proposed assignee or participant, such financial or other information relating to the Borrower furnished to the Lender by or on behalf of each of the Borrower as the Lender shall deem
appropriate including this Agreement and any Credit Documents; provided that prior to any such disclosure, the assignee, designee or participant or proposed assignee, designee or participant shall agree to preserve the confidentiality of any
information relating to the Borrower received by it from the Lender.
  

10.2       Fees and Expenses

 
 The Borrower will promptly pay:

 
 (a)       the fees, expenses and
disbursements incurred by the Lender in connection with the negotiation, preparation, execution, notarization, translation, registration and perfection of the Agreement, the Security Documents, the other Credit Documents and the related
documentation and administration in connection herewith or pursuant hereto, and all reasonable fees, expenses and disbursements incurred by the Lender, in connection with any amendments, modifications, approvals, consents or waivers pursuant hereto
or thereto, in all cases, including but not limited to, legal fees (including any fees associated with the delivery of legal opinions by the Lender's counsel), tax advice fees and due diligence costs and expenses; provided, however, than any such
payments due by the Borrower shall be reduced by the amount of twenty thousand Dollars (US$20,000) that has already been paid by the Borrower to the Lender as “minimum break up fee”;

 
 (b)       all out-of-pocket
expenses (including legal fees and costs) actually incurred by the Lender in connection with the enforcement of any of the Credit Documents or related documentation,

 
	 


 
	 



 notwithstanding whether (i) the contemplated transaction is completed or (ii) the documentation in connection therewith is executed, provided
that, the Borrower shall not be required to reimburse the Lender for the expenses in the event that the transaction is not completed as a result of the Lender's failure to complete the transaction due to its own fault;

 
 (c)       The Borrower shall
immediately reimburse the Lender in the event any of them makes any of the payments referred to in this Section 10.2(c).
  

10.3       Right of Set-Off

 
 The Borrower hereby grants to the Lender a continuing lien,
security interest, and right of setoff as security for all liabilities and obligations owned to the Lender (including the Obligations), whether now existing or hereafter arising, upon and against any and all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of the Lender or any entity under the control thereof or in transit to any of them. At any time after an Event of Default has occurred and is continuing, without demand or
notice (any such notice being expressly waived by the Borrower), the Lender may setoff the same or any part thereof and apply the same to any liability or obligation of the Borrower (including the Obligations) even though unmatured and regardless of
the adequacy of any collateral for the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY COLLATERAL FOR SUCH OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
  

10.4       Survival of Covenants

 
 All covenants, agreements, representations and warranties made in the
Credit Documents and in any certificates or other documents delivered by or on behalf of the Borrower pursuant hereto are material and shall be deemed to have been relied upon by the Lender, notwithstanding any investigation heretofore or hereafter
made by it, and shall survive the making by the Lender of the Loan as herein contemplated, and shall continue in full force and effect for so long as any Obligation remains outstanding. All statements contained in any certificate or other document
delivered pursuant to the Credit Documents shall constitute representations and warranties by the Borrower hereunder.
  

10.5       Notices
  

All notices and other communications made or required to be given pursuant to this Agreement shall be in writing and shall be mailed, sent by overnight courier or
transmitted by fax as follows:
  

(a)       if to the Borrower:

 
 Corporación Navios Granos S.A.

Attention: Ruben Martinez
 Address: 2141 Paraguay, Of. 1603, Montevideo,
Uruguay
  

 
	 


 
	 



  

(b)       if to the Lender:

 
 Banco Bilbao Vizcaya Argentaria Uruguay S.A.

Attention: [●]
 Address: 25 de Mayo 401, 11000 Montevideo, 
  
 All
such notices and communications shall be sent by electronic mail (which shall not constitute notice), and when mailed, transmitted by fax or sent by overnight courier, be effective five (5) Business Days after deposit in the mails, the next Business
Day after delivery to any internationally recognized overnight courier, and the same Business Day after delivery by fax (confirmed by fax transmission confirmation) if sent prior to 5:00 pm New York time or delivered in person.

 
 10.7       Consent to
Jurisdiction
  
 The Borrower agree that any
action or proceeding relating in any way to this Agreement or the Notes may be brought and enforced in the courts of Montevideo, Uruguay.
  

10.8       Captions
  

Captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

 
 10.9       Separate
Counterparts
 This Agreement or any amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but
all of which together shall constitute one instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

 

10.10       Severability
  

If any provision of this Agreement or of the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and of the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
  
 10.11 Consents, Amendments
and Waivers
  
 Neither this Agreement nor any of the other Credit
Documents, nor any provision hereof or thereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by, or approved in writing by the Borrower and the Lender.

 

 
	 


 
	 



 10.12 Indemnification
  

10.12.1 The Borrower agrees to indemnify and hold the Lender and its Subsidiaries, Affiliates, officers, directors, employees, agents, representatives, successors
and assigns (together, the “Indemnified Parties”) harmless from and against any and all liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses (including
reasonable fees and expenses of counsel) and disbursements of any kind whatsoever (together, “Liabilities”) arising out of or by reason of any investigation or litigation or other
proceedings (including any threatened investigation or litigation or other proceedings) (collectively, the “Proceedings” and, individually, a
“Proceeding”) related to the entering into or performance of this Agreement or any other Credit Document or the use of proceeds of the Loan or the consummation of any of the
transactions contemplated hereby or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, including, without limitation, the fees and disbursements of counsel incurred in
connection with any such Proceeding (but excluding any such Liabilities to the extent determined by the final and non-appealable judgment of a court of competent jurisdiction to specifically have been proximately caused by the gross negligence or
willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentences may be unenforceable, the Borrower shall contribute the maximum portion that it is
permitted to pay and satisfy under applicable law to the payment and satisfaction of all Liabilities incurred by the Indemnified Parties or any of them.

 
 10.12.2 Without limiting the foregoing, the Borrower will defend,
indemnify and hold harmless the Indemnified Parties from and against any Liabilities of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to any Proceeding relating to any violation or
noncompliance with or liability under ESG Laws or any licenses, orders, requirements or demands of any Governmental Authority related thereto (including without limitation, reasonable attorney's fees, court costs and litigation expenses), except to
the extent determined by the final and non-appealable judgment of a court of competent jurisdiction to specifically have been proximately caused by the gross negligence or willful misconduct of the Indemnified
Parties.
  
 10.12.3 Exception made to those obligations of the
Lender, expressly set forth in the Credit Documents, such Person shall have no other obligations or liabilities - directly, indirectly, implied or otherwise - towards the Borrower or any other Person whatsoever.

 
 10.13       Survival

The Borrower’s obligations under Sections 2.12, 2.13, 9, 12.2, 12.12 and 12.13 shall survive the termination of this Agreement.

 
 10.14       Indivisible
Obligations
  
 All of the Obligations and any obligation of the
Borrower pursuant to this Agreement, any Credit Agreement or the Note, shall be indivisible.
  

10.15       Neutral Interpretation

In the interpretation of the Credit Documents, no party shall be deemed the drafting party and each provision hereof and thereof shall be interpreted neutrally with
no presumption arising in favor of one

 
	 


 
	 



 party or the other based upon which party prepared the drafts or the final version hereof or thereof.

 
 10.16       Bank
secrecy
  
 The Borrower hereby expressly waives bank
secrecy (article 25 of Law 15.322) to the fully extent permitted by law.
  

10.17       Automatic default

The parties shall fall in automatic default (mora automática), without need for any formal judicial
or extrajudicial demand or act, for the sole action of performing or not performing an act that constitutes a violation to the terms and conditions of this Agreement.

 
 IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized representatives as of the date first above written.

 
 ___________________

 
 Banco Bilbao Vizcaya
Argentaria Uruguay S.A.1
  
 ___________________

 
 Banco Bilbao Vizcaya Argentaria Uruguay S.A.

 
  
  

___________________
  

Corporación Navios Granos S.A.
  

 
 ___________________

 
 Corporación Navios Granos S.A.

 
  
  

___________________
  
 Navios
South American Logistics Inc.
  

 
	 


 
	 



   
 EXHIBIT A

Notice of Disbursement
 [ ], 2022
 Pursuant to
Section 2.2.1. of certain Loan Facility Agreement
dated as of March 23, 2022 (as
amended, restated, amended
and restated, varied, novated or supplemented or otherwise modified
from time to time, the “Facility
Agreement”, the terms
defined therein and not otherwise defined herein being used herein as therein defined) among Corporacion Navios Granos S.A. (the “Borrower") and Banco Bilbao Vizcaya Argentaria Uruguay S.A. (the “Lender”), this represents the Borrowers irrevocable
request to borrow as follows:

Date of
proposed borrowing: [ ]

Aggregate amount of the proposed borrowing: [ ] ([ ]) (the “Disbursement”)

Repayment Schedule: See Schedule 2.7.1 of the Facility Agreement

The funds of the  Disbursement shall be deposited by the Lender into the following bank account of the Borrower
[...]in the amounts set forth herein above.
 The
undersigned Responsible Officers of the Borrower certify (in his or her capacity as an officer, and not individually) that:

(i) the representations and warranties contained in the Facility Agreement and the other Credit Documents are true, complete and correct in all
respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties
were true and correct in all respects on and as of such earlier date:
 (ii) the Lender has a first priority perfected security interest under
the Security Documents, and as an additional collateral security for the prompt, irrevocable and complete payment and performance when due, whether at maturity, upon acceleration, extension or otherwise, of all Obligations, the Controlling
Shareholder granted a corporate guarantee in favor of the Lender which remains in full force and effect;
 (iii) no event has occurred and is
continuing or would result from the consummation of the disbursement contemplated hereby that would constitute a Default or an Event of Default.
  

For and on Behalf of the Borrower:

 
	 


 
	 



  
 EXHIBIT B

Notes
  

 
 

 
  

 
  

 
 EXHIBIT C

 
	 


 
	 



 Agreement for the assignment of receivables

 
 A)       List of
Assigned Receivables:

		·	Transshipment Services Agreement with CARGILL S.A. dated December 23, 2021


		·	Transshipment Services Agreement with SODRUGESTVO TRADING , dated January 24, 2022.


		·	Binding Letter of Intent for Transshipment Services with ADM Uruguay S.C.A. and Agrogain Ltd, Sucursal Uruguay June 30, 2018


		·	Transshipment and Deposit Services Contract Dated October 25, 2021 and Addendum No 1 Dated May 11, 2020m entered into with LDC Uruguay
S.A.

  

B)       Assigned Receivables Assignment Agreements 

 
  

 
	 


 
	 



  
  

 
 EXHIBIT D

Corporate Guarantee

  
  

 
  

 
  

 
  

 
	 


 
	 



 EXHIBIT E