exv10w1






Exhibit 10.1




          SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 26, 2011,
among HS SHIPPING LTD. INC., HS SOUTH INC., HS TANKERS INC., HS NAVIGATION INC. and THALASSA ENERGY
S.A. (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Navios South American
Logistics Inc. (or its permitted successor), a Marshall Islands corporation (the “Company”), the
Company and Navios Logistics Finance (US) Inc., a Delaware corporation, (together with the Company,
the “Co-Issuers”) the other Guarantors (as defined in the Indenture referred to herein) and Wells
Fargo Bank, National Association, as trustee (or its permitted successor) under the Indenture
referred to below (the “Trustee”).




          WITNESSETH




          WHEREAS, the Co-Issuers and the Guarantors has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of April 12, 2011 providing for the issuance of
91/4% Senior Notes due 2019 (the “Notes”);




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




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each 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. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee, on and subject to the terms, conditions and limitations set forth in the
Notation of Guarantee and in the Indenture, including, but not limited, to Article Ten thereof.




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




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






 









 








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




          7.     THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary
and the Co-Issuers.






 









 








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



Dated: July 26, 2011




	 	 	 	 	 
	 	HS SHIPPING LTD. INC.

HS SOUTH INC.

HS TANKERS INC.

HS NAVIGATION INC.

 	 
	 	By:  	/s/ George Achniotis
 	 
	 	 	Name:  	George Achniotis 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	THALASSA ENERGY S.A.,

 	 
	 	By:  	                    /s/ Claudio P. Lopez
 	 
	 	 	Name:  	Claudio P. Lopez 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NAVIOS SOUTH AMERICAN LOGISTICS INC.,

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

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou
 	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CORPORACION NAVIOS S.A.

NAUTICLER S.A.

PONTE RIO SOCIEDAD ANONIMA

NAVARRA SHIPPING CORPORATION

PELAYO SHIPPING CORPORATION

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMPANIA DE TRANSPORTE FLUVIAL 

     INTERNACIONAL S.A.

PETROVIA INTERNACIONAL S.A.

STABILITY OCEANWAYS S.A.

as Guarantors

 	 
	 	By:  	/s/ George Achniotis
 	 
	 	 	Name:  	George Achniotis 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	COMPANIA NAVIERA HORAMAR S.A.,

as Guarantor

 	 
	 	By:  	/s/ Vasiliki Papaefthymiou
 	 
	 	 	Name:  	Vasiliki Papaefthymiou 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MERCO PAR S.A.C.I.,

as Guarantor

 	 
	 	By:  	/s/ Horacio E. Lopez
 	 
	 	 	Name:  	Horacio E. Lopez 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	     /s/ Eduardo Blanc
 	 
	 	 	Name:  	Eduardo Blanc 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NAVEGACION GUARANI S.A.,

as Guarantor

 	 
	 	By:  	/s/ Carlos A. Lopez
 	 
	 	 	Name:  	Carlos A. Lopez 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/
Marcos Peroni 	 
	 	 	Name:  	Marcos Peroni 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HIDROVIA OSR S.A.,

as Guarantor

 	 
	 	By:  	/s/ Marcos J. Peroni
 	 
	 	 	Name:  	Marcos J. Peroni 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	     /s/ Eduardo Blanc
 	 
	 	 	Name:  	Eduardo Blanc 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MERCO FLUVIAL S.A..

as Guarantor

 	 
	 	By:  	/s/ Marcos J. Peroni
 	 
	 	 	Name:  	Marcos J. Peroni 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	     /s/ Quirino Fernandez
 	 
	 	 	Name:  	Quirino Fernandez 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PETROLERA SAN ANTONIO S.A.,

as Guarantor

 	 
	 	By:  	/s/ Carlos A. Lopez
 	 
	 	 	Name:  	Carlos A. Lopez 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	     /s/ Eduardo Blanc
 	 
	 	 	Name:  	Eduardo Blanc 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	VARENA MARITIME SERVICES S.A.,

as Guarantors

 	 
	 	By:  	/s/ Carmen Rodriguez
 	 
	 	 	Name:  	Carmen Rodriguez 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Martin Reed
 	 
	 	 	Martin Reed	 
	 	 	Vice President