Exhibit 4.3
 
  
 
 Re: Loan No. 2028A/OC-AR  Amendment Offer No. 1/2011
  1.
    
    We make reference to the Loan Agreement, dated as of December 19,2008 (as amended
from time to time, the Loan Agreement), among Adeco Agropecuaria S.A., Pilaga S.A. (the
Borrowers) and Inter-American Development Bank (IDB). Capitalized terms used but not defined
in this offer letter have the meanings assigned to them in the Loan Agreement. The rules of
interpretation set forth in Section 1.2 (Interpretation)of the Loan Agreement shall apply to this
offer letter.2.
    
    We hereby offer to you the option to accept certain new terms to the Loan Agreement pursuant
to the terms set forth in Schedule 1 hereto (the Offer
No. 1/2011). The Offer No. 1/2011
can only be accepted by delivering a written copy of your acceptance to IDB not later than
March 31, 2011.3.
    
    If you accept this Offer 01/2011 as stated in paragraph 2 above any such acceptance delivered
pursuant to paragraph 2 above shall be irrevocable and such acceptance and the terms set forth
in this Offer No. 1/2011 shall remain in force until the Loan has been repaid in
full.4.
    
    The terms and conditions of the Loan Agreement in effect as of the date of this Offer 01/2011
shall continue in full force and effect unchanged, except as amended by this Offer 01/2011
upon its acceptance by each of the Borrowers.5.
    
    THIS OFFER 01/2011 IS GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.




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6.
    
    The provisions of Section 8.1 (Notices),Section 8.5 (Counterparts),Section 8.7 (Amendment),
Section 8.10 (Applicable Law and Jurisdiction),Section 8.11 (Term of Agreement),Section
8.13 (Entire Agreements), Section 8.14 (No Third Party Beneficiaries) and
Section 8.15 (Waiver and Estoppel) of the Loan Agreement are incorporated herein and
shall apply to this Offer 01/2011, mutatis mutandis.
 offer
  INTER-AMERICAN DEVELOPMENT BANK/s/ John CahillaneName:  

Title:
    JOHN CAHILLANE CHIEF PORTFOLIO MANAGEMENT UNIT 
STRUCTURED AND CORPORATE FINANCE DEPARTMENT




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SCHEDULE 1:
 TERMS OF THE OFFER 1/2011
 I.
    
    DEFINITIONS
  Debt
      i.
    
    the calculation of Debt on a Combined Basis shall exclude loans between
Adeco and Pilaga, andii.
    
    the calculation of Debt on an individual or Combined Basis shall exclude Deferred
Lease Payments under the Lease Agreements
 Equity Contribution




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II.GENERAL PROVISIONS
  Section 6.2.4 (Financial Ratios on an Individual Basis) of Section 6.2
(Negative Covenants)
 6.2.4
    
    Financial Ratios on An Individual Basis.Permit at any time (tested on a quarterly and
yearly basis) with respect to either Borrower:
 6.2.4.1
    
    the Debt to EBITDA Ratio to exceed 4.0: 1.0 in 2008 and 3.75: 1.0 in 2009;6.2.4.2
    
    the Total Liabilities to Equity Ratio to exceed 1.4:1.0 in 2008 and 2009; and6.2.4.3
    
    the Debt to Equity Ratio for each individual Borrower beginning on and including
December 31, 2010, to exceed:
 December 31, 2010
    
    1.7:1.0March 31, 2011
    
    1.65:1.0June 30, 2011
    
    1.6:1.0September 30, 2011
    
    1.55:1.0December 31, 2011
    
    1.5:1.0March 31, 2012
    
    1.425: 1.0June 30, 2012
    
    1.35:1.0September 30, 2011
    
    1.275: 1.0December 31, 2012 and thereafter
    
    1.2:1.0
 Section 6.2.9
(Purchase of Assets) of Section 6.2 (Negative Covenants)
 Purchase of Assets.
  i.
    
    purchases of assets or capital expenditures to complete the
Free Stall Project II
(as defined in Part A of Schedule A (Capital Expenditures)) in an amount of up to
ten million Dollars ($10,000,000) in any given twelve (12) month
period and up to a cumulative
amount of eighteen million Dollars ($18,000,000), shall not be computed towards the above-mentioned fifteen
million Dollars ($15,000,000) limit,ii.
    
    the above-mentioned fifteen million Dollars ($15,000,000) limit may be exceeded to
the extent that the additional purchases or capital expenditures are financed with Equity
Contributions received during the same twelve (12) month period, andiii.
    
    any amount corresponding to Equity Contributions made in any twelve (12) month
period in excess of such additional purchases or capital expenditures may be used in future twelve
(12) month periods.