Exhibit 10.2

 

TRADUCCIÓN PÚBLICA

SWORN TRANSLATION

 

[All pages are initialized.]

 

AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE

CORPORATE SERVICES MASTER AGREEMENT

 

Agreement made in the City of Buenos Aires on the 23rd day of August of 2007 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 21 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) To facilitate the attainment of the purpose of the Master Agreement dated September 26, 2005, SAP Argentina S.A. and APSA executed the License Agreement for SAP Software End Users (hereinafter the “SAP Agreement”) as well as all amendments and supplementary documentation and also on that date IBM Argentina S.A. and APSA entered into an Agreement for the SAP R/3 Implementation Project (hereinafter the “Implementation Agreement”). Said agreements were executed in the following proportions: 51.40% by APSA in its own name and for its own benefit, 23.30% by APSA on behalf of IRSA and 25.30% by APSA on behalf of CRESUD;

 

(iii) As a result of the implementation of the SAP Software THE PARTIES adopted, amongst other changes, the automation of the Distribution Process as well as the accrual-basis accounting method abandoning the cash-basis accounting method for the calculation and settlement of Corporate Services;

 











 

(iv) THE PARTIES have entrusted Deloitte & Co. S.R.L. (hereinafter “Deloitte”) with the half-yearly review and assessment of the criteria used in the process to calculate and settle Corporate Services, as well as the Distribution Bases and the supporting documentation applied in such procedure which review is reflected in a half-yearly report;

 

(v) As a result of the experience gained with the implementation of the Master Agreement based on an Implementation Manual in due time prepared by Deloitte, which is currently also working on an update thereto, THE PARTIES have incorporated certain changes as hereinbelow described;

 

(vi) Given this context and heeding Deloitte’s recommendations, certain operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting in January 2005, which THE PARTIES wish to acknowledge in writing;

 

(vii) The Board of Directors of THE PARTIES have approved the AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Agreement”) on August 17, 2007;

 

(viii) Additionally, THE PARTIES consider that the Agreement does not match the provisions under Section 73 of Decree 677/01 and they represent that they have notified the Audit Committee of the execution of the Agreement.

 

NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES execute this 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 to the Master Agreement as per the following detail:

 

	
 
    	
(i)
    	
Starting in   January 2005, a decision was made to include the Internal Audit   Department within the Areas mentioned in Exhibit I to the Master Agreement   and therefore also in Exhibit II.
    
	
 
    	
(ii)
    	
Starting in   July 2005, a decision was made to include the Corporate Services   Department within the Areas mentioned in Exhibit I to the Master   Agreement and therefore, also in Exhibit II.
    
	
 
    	
(iii)
    	
Starting in   January 2005, a decision was made to exclude “Secretaries to the   Directors” from the Areas mentioned in Exhibit I and therefore also from   the Exhibit II to the Master Agreement.
    


 











 

	
 
    	
(iv)
    	
Starting in   July 2006, a decision was made to modify the distribution method   applicable to the Finance Area of Exhibit II in a manner such that as   from that date it should be made up as detailed in the new Exhibit II.
    
	
 
    	
(v)
    	
Starting in   July 2006, a decision was made to modify the distribution method   applicable to the Works control and supervision services in the Operations   Area of Exhibit II in a manner such that starting that month it shall be   made up as detailed in 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 agree to amend Section Three of the Master Agreement in a manner such that starting on the date hereof, the following individuals have been designated as Individual In-charges: Gabriel Adolfo Gregorio Reznik to substitute for Clarisa Diana Lifsic de Estol for CRESUD and Cedric Bridger to substitute for Gabriel Adolfo Gregorio Reznik for IRSA.

 

THE PARTIES furthermore confirm that Abraham Perelman continues as APSA’s Individual In-charge.

 

THREE: THE PARTIES represent that all the sections of the Master Agreement that have not been amended pursuant to this 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.

 

[illegible signature] / [illegible signature]

Attorneys-in-fact

 

IRSA Inversiones y Representaciones Sociedad Anónima

 

[illegible signature and seal reading “Oscar Pedro Bergotto, Attorney-in-Fact”] /[illegible signature]

Attorneys-in-fact

 











 

Alto Palermo S.A. (APSA)

 

[illegible signature] /[illegible signature]

Attorneys-in-fact

 











 

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 and Management. Human Resources Administration spans payroll calculation activities, personnel administration, solidarity issues, benefits and labor relationships.

 

Human Resources Management includes personnel recruitment, selection, training, job rotation and related activities.

 

Finance

 

The Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets and general finance in relation to 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

 

The Administration 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.

 

Information Technology

 

The IT sector renders to THE PARTIES the service consisting in maintaining, supporting and updating the IT structure.

 

Support and maintenance at the user level, help desk, back-up and security issues as well as all related activities.

 

Updates, control and follow-up of software licenses.

 

Maintenance, updates and support for infrastructure and communications aspects.

 











 

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.

 

Purchases

 

The Purchases sector is in charge of acquiring the goods and/or services that are most adequate to the intended use, at the lowest cost and in compliance with the deadline set by users.

 

Furthermore, it takes all necessary measures to obtain the adequate supplier financing for any such purchases.

 

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.

 

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.

 

Operations

 

The Operations sector renders to THE PARTIES the services consisting in surveillance, maintenance and control/supervision over works.

 

Internal Audit

 

The Internal Audit sector renders to THE PARTIES the services consisting in operational review and control.

 

Corporate Services Department

 

The Corporate Services Department renders to THE PARTIES the service consisting in the operational coordination of the Finance, Contracts, Human Resources, Purchases/Insurance, Administration/IT, Operations, Internal Audit, Errand Running Service and Institutional Relations departments.

 











 

Exhibit II

 

Cost Distribution Bases

 

	
 
    	
 
    	
Cost Center
    	
 
    	
Distribution Method
    	
 
    
	
 
    	
 
    	
Human Resources
    	
 
    	
Number of employees (headcount) under its   administration and management.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 

 

 

Finance    

Each one of the   sectors is weighed at 25%.
    	
 
    	
Capital Markets
    	
 
    	
Financial transactions outstanding as of the closing   date by 40% and the amount of transactions conducted over the last 180/360   days weighed at 60%.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
Relations with Investors
    	
 
    	
Number of shareholders as registered with the   Nasdaq, the volume of shares traded in US$as well as market capitalization   (the price of the shares as quoted by the number of outstanding shares) with   the price diluted as of the closing date. The three variables are weighed at   equal parts (33)%.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Risk
    	
 
    	
Number of transactions analyzed, valued and   consummated and their amount in US$. Both variables are weighed at equal   parts (50)%.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Financial Administration
    	
 
    	
Total assets weighed at 40% and total liabilities   weighed at 60%.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Institutional Relations
    	
 
    	
Tasks performed and the time spent in each.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Administration
    	
 
    	
Amount and number of payments and collections.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
IT
    	
 
    	
Number of desktops, licenses, volume of PCs and   servers.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Insurance
    	
 
    	
Insured amounts and volume of losses. Both variables   weighed at equal parts (50)%.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Purchases
    	
 
    	
Purchase orders by weighing their volumes and   amounts.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Errand Running Service
    	
 
    	
Number of errands run.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Contracts
    	
 
    	
Tasks performed and the time spent in each.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Operations
    	
 
    	
Security
    	
 
    	
By the hour.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
The three variables are averaged (mix).
    	
 
    	
Maintenance
   Works
    	
 
    	
By surface area.
   By the hour.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Internal Audit
    	
 
    	
Tasks performed and the time spent in each.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Corporate Services Department
    	
 
    	
Average based on the use by each company of the   corporate areas.
    	
 
    


 

THIS DOCUMENT, CONSISTING OF 7 (seven) PAGES, IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 29th day of November, 2007.

 

[For authentication purposes only:]

 

ESTE DOCUMENTO, COMPUESTO DE 7 (siete) 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 29 días de noviembre de 2007.