EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 THIRD
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 26, 2016, among (i) Delta Naval Trade S.A., a Panamanian company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Navios South
American Logistics Inc., a Marshall Islands corporation (the “Company”), (ii) the Company, (iii) Navios Logistics Finance (US) Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), (iv) the
other Guarantors (as defined in the Indenture referred to herein) and (v) Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below. 

WITNESSETH 
 WHEREAS, the
Co-Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 22, 2014, providing for the issuance of 7.250%
Senior Notes due 2022 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and the Indenture on the terms and
conditions set forth herein; and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver
this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee, on and subject to the terms,
conditions and limitations set forth in the Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof. 

3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

4. COUNTERPARTS. The parties to this Supplemental Indenture may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 







 5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for, or in respect of the validity
or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Co-Issuers. 

7. FATCA. The Co-Issuers hereby confirm to the Trustee that they intend to treat this Supplemental Indenture as not resulting in a material
modification of the Notes for purposes of the Notes’ status as “grandfathered obligations” for Foreign Account Tax Compliance Act (“FATCA”) purposes. The Co-Issuers shall give the Trustee prompt written notice if they
determine that this Supplemental Indenture will result in a change in the Notes’ status as “grandfathered obligations” for FATCA purposes. 

[Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	DELTA NAVAL TRADE S.A.
		
	By:	 	/s/ Anna Kalathaki
		 	 Name:  Anna Kalathaki

Title:    Secretary / Director



  
  

			
	 NAVIOS SOUTH AMERICAN LOGISTICS INC.,

as Co-Issuer

		
	By:	 	/s/ Vasiliki Papaefthymiou
		 	 Name:  Vasiliki Papaefthymiou

Title:    Executive Vice President–Legal



  
  

			
	 NAVIOS LOGISTICS FINANCE (US) INC.,

as Co-Issuer

		
	By:	 	/s/ Vasiliki Papaefthymiou
		 	 Name:  Vasiliki Papaefthymiou

Title:    President/Secretary



  
  

			
	 CORPORACION NAVIOS S.A.
 NAUTICLER
S.A.
 PONTE RIO S.A.
 NAVARRA SHIPPING CORPORATION

PELAYO SHIPPING CORPORATION
 COMPAÑÍA DE TRANSPORTE
FLUVIAL
     INTERNATIONAL S.A.
 PETROVIA
INTERNACIONAL S.A.
 HS SHIPPING LTD. INC.
 HS SOUTH INC.

HS TANKERS INC.
 HS NAVIGATION INC.

ENERGIAS RENOVABLES DEL SUR S.A.,
 as Guarantors

		
	By:	 	/s/ George Achniotis
		 	 Name:  George Achniotis

Title:    Authorized Signatory



  
 [Signature Page to Third
Supplemental Indenture] 







 
			
	 HIDRONAVE SOUTH AMERICAN

     LOGISTICS S.A,
 as
Guarantor

		
	By:	 	/s/ Edivaldo Mendes
		 	 Name:  Edivaldo Mendes

Title:    Director



  
  

			
	 COMPAÑÍA NAVIERA HORAMAR S.A.,

as Guarantor

		
	By:	 	/s/ Carlos Lopez
		 	 Name:  Carlos Lopez

Title:    President



  
  

			
	 MERCOPAR S.A.
 PETROLERA SAN ANTONIO
S.A.,
 as Guarantor

		
	By:	 	/s/ Cesar Gonzalez
		 	 Name:  Cesar Gonzalez

Title:    President



  
  

			
	 VARENA MARITIME SERVICES S.A.

STABILITY OCEANWAYS S.A.
 HONEY BUNKERING S.A.,

as Guarantor

		
	By:	 	/s/ Anna Kalathaki
		 	 Name:  Anna Kalathaki

Title:    Secretary / Director



  
  

			
	 EDOLMIX S.A.
 CARTISUR S.A.

RUSWE INTERNATIONAL S.A.,
 as Guarantors

		
	By:	 	/s/ Claudio Lopez
		 	 Name:  Claudio Lopez

Title:    President



  
 [Signature Page to Third
Supplemental Indenture] 
  








			
	 NP TRADING S.A.,
 as
Guarantor

		
	By:	 	/s/ Efstratios Desypris
		 	 Name:  Efstratios Desypris

Title:    President



  
  

			
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION,
 as Trustee

		
	By:	 	/s/ Yana Kislenko
		 	 Name:  Yana Kislenko

Title:    Vice President



  
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

[Signature Page to Third Supplemental Indenture]