Exhibit 10.7

 

 

FIFTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS

TO THE CORPORATE SERVICES MASTER AGREEMENT

 

Agreement made in the City of Buenos Aires on the 15th day of October of 2012 by and between:

 

(i) CRESUD S.A.C.I.F. y A., domiciled at Moreno 877, Piso 23 in the Autonomous City of Buenos Aires, represented hereat by Messrs Eduardo Sergio ELSZTAIN and Saúl ZANG in their capacities as Attorneys-in-fact (hereinafter “CRESUD”) as party of the one part;

 

(ii) Alto Palermo S.A. (APSA), domiciled at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by Messrs Alejandro Gustavo ELSZTAIN and David Alberto PEREDNIK in their capacities as Attorneys-in-fact (hereinafter “APSA”), as party of the second part, and

 

(iii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Bolívar 108, Piso 1o in the Autonomous City of Buenos Aires and having established domicile for purposes hereof at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by Messrs Oscar Pedro BERGOTTO and Gastón Armando LERNOUD in their capacities as Attorneys-in-fact, as party of the third part (hereinafter “IRSA” and collectively with CRESUD and APSA designated as “THE PARTIES”).

 

WHEREAS:

 

(i) On June 30, 2004 THE PARTIES executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);

 

(ii) On August 23, 2007 THE PARTIES executed the first Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;

 

(iii) On August 14, 2008 and November 27, 2009, THE PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;

 

(iv) On March 12, 2010, THE PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE PARTIES agree to unify in CRESUD the services of the Area of Exchange of Corporate Services, to the effect of which the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from retirement of employees was established;

 

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(v) On July 11, 2011, THE PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Fourth Agreement”, and together with the First Agreement, the Second Agreement and the Third Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;

 

(vi) THE PARTIES have implemented the Master Agreement based on an Implementation Manual updated by Deloitte & Co. S.R.L., (hereinafter “Deloitte”) on February 11, 2008;

 

(vii) In accordance with the recommendations made by Deloitte on its semi-annual reports, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting in July 2011, which THE PARTIES wish to acknowledge in writing;

 

(viii) THE PARTIES have submitted the content of the FIFTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Fifth Agreement”) to the consideration of their respective Audit Committees;

 

(ix) The Board of Directors of APSA approved the Fifth Agreement in the meeting held on October 2, 2012, and the Board of Directors of CRESUD and IRSA approved it at the meeting held on October 3, 2012;

 

NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Fifth Agreement subject to the following terms and conditions:

 

ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:

 

(i) Starting in July 2011, a decision was made to include the Environment and Quality Department within the Technical, Infrastructure and Services, Purchases, Architecture and Design and Development and Works Area, and to amend Exhibit II accordingly such that as from July 2011, it shall be made up as detailed in the new Exhibit II;

 

(ii) Starting in July 2011, a decision was made to exclude the IT Security sector from the Area of Audit and Control of the Areas of Exchange, and as from the same date, it has been included as a Subdivision of the Systems and Technology Department in the Administration and Control Area. As described in this item (ii), Exhibit II was amended so that as from July 2011, it shall be made up as detailed in the new Exhibit II;

 

(iii) Starting in July 2011, a decision was made to exclude the Risk and Regulatory Fulfillment Department from the Audit and Control Area. In addition, it has been decided that, as of such date, the distribution method of the Master Data Department of the Audit and Control Area shall be modified. As a result of the decision adopted in this point (iii), it was further decided to modify Exhibit II such that as from July 2011 it shall be made up as detailed in the new Exhibit II;

 

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(iv) Starting in July 2011, a decision was made to modify the distribution method applicable to the Administration and Control Area, and the Accounting and Administrative Operations, Budget and Management Control, and Special Projects and Control Departments within such Area, in a manner such that as from that date, Exhibit II shall be made up as detailed in the new Exhibit II;

 

(v) Starting in July 2011, a decision was made to modify the distribution method applicable to the Contracts Area, and to modify Exhibit II in a manner such that as from such date it shall be made up as detailed in the new Exhibit II.

 

(vi) Starting in July 2011, a decision was made to modify the distribution method applicable to Financial Risk and Business Analysis Departments of the Finance Area, and to modify Exhibit II in a manner such that as from July 2011, it shall be made up as detailed in the new Exhibit II.

 

(vii) Starting in July 2011, a decision was made to incorporate the Public Affairs Area into the Areas of Exchange, and to modify Exhibit I and Exhibit II in a manner such that as from such date, it shall be made up as detailed in the new Exhibit I and Exhibit II.

 

(viii) Starting in January 2012, a decision was made to modify the distribution method applicable to the Investor Relations Department of the Finance Area so that as of such date, it shall be made up as detailed in the new Exhibit II; and

 

(ix) Starting in January 2012, a decision was made to exclude the Master Data sector from the Audit and Control Area, and to incorporate it as a Subdivision of the Systems and Technology Department of the Administration and Control Area, and to modify Exhibit II such that as from such date it shall be made up as detailed in the new Exhibit II.

 

In consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding sub-sections and for purposes of updating Exhibits I and II, they shall read as hereto attached.

 

TWO: THE PARTIES confirm that Daniel E. Mellicovsky, Cedric Bridger and Abraham Perelman continue to be the Individually Responsible Persons on behalf of Cresud, IRSA and APSA, respectively.

 

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THREE: THE PARTIES agree that the costs related to the employees acting in the new Area included pursuant to this Fifth Agreement, shall be governed in accordance with the terms and conditions set forth in the Master Agreement and the Addendum.

 

FOUR: THE PARTIES represent that all the sections of the Master Agreement, the Agreements and the Addendum that have not been amended pursuant to this Fifth Agreement continue to be fully in force.

 

In witness whereof, this Agreement is executed in three (3) copies of the same tenor and to a single effect in the place and on the date first written.

 

	
CRESUD S.A.C.I.F.y A.
    	
 
    	
CRESUD   S.A.C.I.F.y A.
    
	
/s/   Eduardo Sergio Elsztain
    	
 
    	
/s/ Saúl Zang
    
	
Eduardo   Sergio Elsztain
    	
 
    	
Saúl Zang
    
	
Attorneys-in-fact
    	
 
    	
Attorneys-in-fact
    


 

	
IRSA Inversiones y Representaciones Sociedad Anónima
    	
 
    	
IRSA   Inversiones y Representaciones Sociedad Anónima
    
	
/s/   Oscar Pedro Bergotto
    	
 
    	
/s/ Gaston Armando   Lernoud
    
	
Oscar   Pedro Bergotto
    	
 
    	
Gaston Armando Lernoud
    
	
Attorneys-in-fact
    	
 
    	
Attorneys-in-fact
    


 

	
 Alto Palermo S.A. (APSA)
    	
 
    	
Alto   Palermo S.A. (APSA)
    
	
/s/   Alejandro Gustavo Elsztain
    	
 
    	
/s/ David Alberto   Perednik
    
	
Alejandro   Gustavo Elsztain
    	
 
    	
David Alberto Perednik
    
	
Attorneys-in-fact
    	
 
    	
Attorneys-in-fact
    


 

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Exhibit I

 

Description of Corporate Services Exchange Areas

 

Human Resources

 

The Human Resources sector renders to the Parties the service consisting in Human Resources Administration; Human Resources Management; Safety, Hygiene and Environment at the workplace, Organizational Culture Management and Project Management. Within the main activities of the sector we may mention payroll calculation activities, personnel administration, labor relationships, selection and training, remunerations and benefits, internal communication, third party control, etc.

 

Finance

 

The Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk, Business Analysis and Management of Financial Transactions.

 

Institutional Relations

 

The Institutional Relations sector renders to THE PARTIES the service consisting in the development and control of advertising, broadcasting and marketing actions, relations with the media, preparation of articles, brochures and related activities.

 

Administration and Control

 

The Administration and Control sector controls all the accounting transactions of THE PARTIES. It is responsible for the companies’ management control and budget, and its main activities consist in the preparation of the financial statements, tax management, supervision of accounts payable and collections. Furthermore, it renders the service consisting in maintaining, supporting and updating the IT structure.

 

Insurance

 

The Insurance sector is in charge of managing THE PARTIES’ assets’ coverage by negotiating, acquiring and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.

 

Errand Running Service

 

The Errand Running Service renders to THE PARTIES the service consisting in sending and distributing internal and external documentation, menial procurements, going on errands, etc.

 

Safety

 

The Safety sector renders to THE PARTIES the surveillance service.

 

Contracts

 

The Contracts sector renders to THE PARTIES the service consisting in aid to the preparation, analysis and response to legal briefs, agreements, official letters, etc.

 

Technical, Infrastructure and Services, Purchases, Architecture and Design, and Development and Works

 

The Technical, Infrastructure and Services, Purchases, Architecture and Design, and Development and Works sector renders to THE PARTIES the services consisting in operational coordination of the following sectors: Architecture and Design; Works Development; Purchases and Hirings; and Technical, Infrastructure and Services.

 

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Real Estate

 

The Real Estate sector renders to THE PARTIES the services consisting in sales and acquisitions of real estate, except for real estate assigned to the agricultural business.

 

It monitors the properties considered to be “land reserves” and takes part in the businesses arising from governmental grants (exploitation concessions and private initiatives).

 

Hotels and Tourism

 

The Hotels and Tourism sector renders to THE PARTIES the services consisting in the integration of the different areas of hotels along with their business relations.

 

It carries out activities to optimize and control hotels’ management and organization.

 

It carries out activities aimed at leading tourists to visit and consume in shopping centers.

 

Audit and Control

 

The Audit and Control sector renders to THE PARTIES the services of Prevention of corporate fraud; THE PARTIES’ Internal Audit and the Sarbanes-Oxley Process Management.

 

Board of Directors to be Distributed

 

The Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Parties’ Board of Directors.

 

General Management Department to be Distributed

 

The General Management Department to be Distributed sector includes employees performing activities of support and assistance to the Parties’ General Management Departments.

 

Board of Directors’ Safety

 

The Board of Directors’ Safety sector renders to the Parties the service consisting in comprehensive safety for the main officers acting in their Board of Directors.

 

Public Affairs

 

The Public Affairs sector renders to THE PARTIES the services of management of the public affairs related to the Company’s businesses.

 

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Exhibit II

 

Cost Distribution Bases

 

	
Corporate Departments
    	
 
    	
Department
    	
 
    	
Division / Subdivision
    	
 
    	
Distribution Method
    
	
Human Resources
    	
 
    	
Human Resources
    	
 
    	
 
    	
 
    	
By headcount (non-corporate personnel) and weighting   the percentages of other areas (corporate personnel).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Project Management
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Project Quality
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Safety and Hygiene
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Finance
    	
 
    	
Capital Markets
    	
 
    	
 
    	
 
    	
Each one of the Departments included within it is weighted   at 20%.
    Investors Relations: Number of   business highlights during the semester, number of result announcements,   number of meetings with investors (current or potential) to discuss the   companies’ business and strategy, number of active coverages, number of   result conferences, the complexity of the website of each company, number of   relevant facts published in the Argentine Securities and Exchange Commission   and the US Securities and Exchange Commission, and number of Roadshows (Deal o Non-Deal).   All items involved are weighted in equal parts.
    Capital Markets: Amount of financial   transactions conducted in the period weighted at 70% and the remaining 30%   corresponds to updates of offering memoranda and “horizontal” works (20F,   annual reports, Press Release, etc.)
    Financial Risk: Time invested in the   duties performed.
    Financial Administration: Total assets   weighted at 40% and total liabilities weighted at 60%. The resulting   percentage shall be weighted at 80% over the total. The remaining 20% will   correspond to the percentage that each company consummates over the total   inquiries for special transactions.
    Business Analysis: Number of projects.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Relations with Investors
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Risk
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Administration
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Business Analysis
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Institutional Relations
    	
 
    	
Institutional Relations
    	
 
    	
 
    	
 
    	
Tasks performed and the time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Administration and Control
   Each one of the sectors comprising the Department is weighted as described below:
   24,5% Accounting and Administrative Operations; 24,5% Taxes; 24,5% Budget and   Management Control; 24,5% Systems and Technology and 2% Special Projects and   Control
    	
 
    	
Accounting and Administrative Operations (Weighted   from the Divisions and Subdivisions within the Department)
    	
 
    	
Accounting and Reporting
    	
 
    	
Number of companies per group, receipts per company   and weighting of basic income per company.
    
	
 
    	
 
    	
 
    	
Administrative Operations
    	
 
    	
Income receipts, expenses receipts.
    
	
 
    	
Taxes
    	
 
    	
 
    	
 
    	
Salaries are weighted according to the position and   tasks performed (per company and in equal shares)
    
	
 
    	
Budget and Management Control (Actual income per   company)
    	
 
    	
Budget and Management Control — Global
    	
 
    	
Actual income per company.
   (Real data are obtained annually based on the published financial   statements).
    
	
 
    	
 
    	
 
    	
Budget and Management Control — Real Estate
    	
 
    	
IRSA’s and APSA’s actual income.
    
	
 
    	
 
    	
 
    	
Budget and Management Control - Agricultural
    	
 
    	
Revenues from production and income from   agricultural sales.
    
	
 
    	
Special Projects and Control
    	
 
    	
 
    	
 
    	
Salaries are weighted based on the position and the   tasks performed (per company and in equal parts).
    


 











 

	
 
    	
 
    	
Systems and Technology (based on the allocation of   resources).
    	
 
    	
Quality of Processes
    	
 
    	
Tasks performed and time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
IT Security
    	
 
    	
Weighting of time spent in each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Master Data
    	
 
    	
Number of transactions processed by each company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Insurance
    	
 
    	
Insurance
    	
 
    	
 
    	
 
    	
Insured amounts and volume of losses (in units).   Both variables weighted in equal shares (50%).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Errand Running Service
    	
 
    	
Errand Running Service
    	
 
    	
 
    	
 
    	
Number of errands run.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Safety
    	
 
    	
Safety
    	
 
    	
 
    	
 
    	
Per hour.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Contracts
    	
 
    	
Contracts
    	
 
    	
 
    	
 
    	
Number of contracts executed.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Technical, Infrastructure and Services,   Purchases, Architecture and Design, and Development and Works Department
   An average is obtained from the Departments reporting to it.
    	
 
    	
Technical, Infrastructure and Services   (Weighted average of the Departments reporting to it)
    	
 
    	
Planning and Control
    	
 
    	
Weighted average of the areas under the supervision   of the TIS Department.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Logistics
    	
 
    	
Weighted between directly assigned personnel and   centralized personnel distributed per square meter of the real property (IRSA   and APSA) and time spent in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Distributed Operations
    	
 
    	
Square meters of real property held, operated and to   which maintenance services are provided (IRSA and APSA) and time spent in   tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Architecture
    	
 
    	
IRSA/APSA: Personnel distributed per surface area and   number of stores.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Third parties’ services
    	
 
    	
Square meters of common areas to which services are   provided (IRSA and APSA) and time spent in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Traveling Personnel
    	
 
    	
Maintenance hours (IRSA and APSA) and time spent in   tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Engineering and Maintenance
    	
 
    	
Square meters of real property held, to which   maintenance, engineering and other services are provided (IRSA and APSA) and   time spent in tasks (CRESUD).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Purchases and Hirings
    	
 
    	
 
    	
 
    	
Purchase orders with weighted volume and amounts   thereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Development and Works
    	
 
    	
 
    	
 
    	
Tasks performed and time spent in each.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Architecture and Design
    	
 
    	
 
    	
 
    	
Completed projects.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Environment and Quality
    	
 
    	
 
    	
 
    	
Number of case files submitted with the enforcing   authority, and time spent in the follow-up and control thereof.
    


 











 

	
Real Estate
    	
 
    	
Real Estate
    	
 
    	
 
    	
 
    	
Salaries are weighted according to the position and   tasks performed (per companies and in equal shares).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hotels and Tourism
    	
 
    	
Hotels and Tourism
    	
 
    	
 
    	
 
    	
Salaries are weighted according to the position and   tasks performed (per companies and in equal shares).
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Audit and Control
   Time spent in each task.
    	
 
    	
Fraud
    	
 
    	
 
    	
 
    	
Weighting of the time spent in each task.
    
	
 
    	
 
    	
Internal Audit
    	
 
    	
 
    	
 
    	
Weighting of the time spent in each task.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SOX Regulations
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Board of Directors to be Distributed
    	
 
    	
Board of Directors to be Distributed
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
General Management Department to be Distributed
    	
 
    	
General Management Department to be Distributed
    	
 
    	
 
    	
 
    	
Proportional among the three companies
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Board of Directors’ Safety
    	
 
    	
Board of Directors’ Safety
    	
 
    	
 
    	
 
    	
Proportional among the three companies.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Public Affairs
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Proportional among the three companies.
    


 

THIS DOCUMENT, CONSISTING OF 10 (ten) PAGES, IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 19th day of October, 2012.

 

[For authentication purposes only:]

 

ESTE DOCUMENTO, COMPUESTO DE 10 (diez) PÁGINAS, ES TRADUCCIÓN FIEL al inglés del documento adjunto redactado en idioma castellano que he tenido ante mí y al cual me remito en Buenos Aires, a los 19 días de octubre de 2012.

 

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