exv10w39






Exhibit 10.39



(ENGLISH TRANSLATION)




3rd AMENDMENT TO THE PRIVATE INSTRUMENT OF CREDIT FACILITY

AGREEMENT FOR FINANCING BY TRANSFER CONTRACTED WITH

BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL -

BNDES



The following are parties to this instrument:




1 — FINAL BENEFICIARY 



Angélica Agroenercia Ltda., a limited
liability company with its principal place of business in the City of Angélica,
State of Mato Grosso do Sul, at Continental Highroad, Km 15, without a number,
Takuaré Farm, Rural Zone, ZIP Code 79785-000, registered with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 07.903.169/0001-09,
herein represented in accordance with its Articles of Association and hereinafter
referred to simply as “Beneficiary”;




2 — FINANCIAL AGENTS 



Banco Rabobank International Brasil S.A., a financial institution with its principal place of business in the
City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12995,
7th floor, registered with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 01.023.570/0001-60, herein duly
represented in accordance with its Articles of Incorporation and hereinafter
referred to simply as “Rabobank”;



Banco Santander (Brasil) S.A., successor by
merger of Banco ABN Amro Real S.A., a financial institution with its principal place of business in the
City of São Paulo, State of São Paulo, at Av. Presidente Juscelino Kubitschek, Nos.
2041 and 2235, Block A, Vila Olímpia, registered with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 90.400.888/0001-42,
herein duly represented in accordance with its Articles of Incorporation and
hereinafter referred to simply as “Santander”;



Unibanco-União de Bancos Brasileiros S.A., a financial institution with its principal place of business in the
City of São Paulo, State of São Paulo, at Av. Eusébio Matoso, No. 891, registered
with the National Corporate Taxpayers Register of the Ministry of Finance under
CNPJ/MF No. 33.700.394/0001-40, herein represented in accordance with its Articles
of Incorporation and hereinafter referred to simply as “Unibanco”;



Banco
Itaú BBA S.A., a financial institution
with its principal place of business in the City of São Paulo, State of São Paulo,
at Av. Brigadeiro Faria Lima, No. 3400, 4th floor (part), registered with
the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF
No. 17.298.092/0001-30, herein duly represented in accordance with its Articles of
Incorporation and hereinafter referred to simply as “Itaú BBA”;







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Banco Bradesco S.A., a financial institution with its
principal place of business at Cidade de Deus, without a number, in Vila Yara, in
the City of Osasco, State of São Paulo, registered with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.746.948/0001-12,
herein duly represented in accordance with its Articles of Incorporation and
hereinafter referred to simply as “Bradesco”;



HSBC Bank Brasil S.A. —
Banco Múltiplo, a financial institution with its
principal place of business in Curitiba, in the State of Paraná, at Travessa
Oliveira Bello, No. 34, 4th floor, registered with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 01.701.201/0001-89,
herein duly represented in accordance with its Articles of Incorporation and
hereinafter referred to simply as “HSBC”;



Rabobank, Santander, Unibanco, Itaú BBA, Bradesco and HSBC shall hereinafter be
collectively referred to as “Financial Agents” or, when individually,
indistinctly and generally referred to, as “Financial Agent”.



Rabobank was appointed Financial Agents’ leader (“Leader”), to represent the
interests of the former before Banco Nacional de Desenvolvimento Econômico e Social
— BNDES (“BNDES”), beneficiary, the Guarantee Providers (as defined in item
3 below) and third parties, with respect to the Transfer Agreement and its
respective guarantees.




3 — GUARANTEE PROVIDERS



Usina Monte Alegre Ltda., successor by merger
of Adecoagro Comércio Exportação e Importação Ltda., a
limited liability company with its principal place of business in the City of Monte
Belo, State of Minas Gerais, at Monte Alegre Farm, without a number, ZIP Code
37140-000, registered with the National Corporate Taxpayers Register of the Ministry
of Finance under CNPJ/MF No. 22.587.687/0001-46, herein represented in accordance
with its Articles of Association and hereinafter referred to simply as
“UMA”;



Adeco Agropecuária Brasil S.A., a corporation
with its principal place of business in the City of Luis Eduardo Magalhães, State of
Bahia, at Rua Pará, Quarter 21, Lot 20, Downtown, ZIP Code 47850-000, registered
with the National Corporate Taxpayers Register of the Ministry of Finance under
CNPJ/MF No. 07.035.004/0001-54, herein represented in accordance with its Articles
of Association, hereinafter referred to simply as “Adeco Agropecuária”;



Adeco Brasil Participações S.A., the new
denomination of Adeco Brasil Participações Ltda. a corporation with its principal
place of business in the City of São Paulo, State of São Paulo, at Rua Iguatemi, No.
192, 13th floor, suite 131, Itaim Bibi, ZIP Code 01451-010, registered
with the National Corporate Taxpayers Register of the Ministry of Finance under
CNPJ/MF No. 07.835.579/0001-51, herein represented in accordance with its Articles
of Association, hereinafter referred to simply as “Adeco Brasil”;







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UMA, Adeco Agropecuária and Adeco Brasil shall hereinafter be collectively referred
to as “Guarantee Providers”.



Beneficiary, Financial Agents and Guarantee Providers shall hereinafter be
collectively referred to as “Parties” and, individually and indistinctly, as
“Party”.




WHEREAS:



(i) The Financial Agents authorized the alteration of the financial
indexes determined to Beneficiary and to each of the Guarantee Providers,
without modification of the charges paid to Banco Nacional de
Desenvolvimento Econômico e Social — BNDES;



(ii) The
guarantee provider
Adecoagro Comércio Exportação e
Importação Ltda., current denomination of Alfenas Café
Ltda., a limited liability company with its business place in
the City of Monte Belo, State of Minas Gerais, at Monte Alegre Farm, without a
number, ZIP Code 37130-000, registered with the National Corporate Taxpayers
Register of the Ministry of Finance under CNPJ/MF No. 01.893.896/0001-48, was merged
on July 31, 2010 into Usina Monte Alegre
Ltda., with the latter also being a Guarantee Provider;



The Parties decide to amend again the Private Instrument of Credit Facility
Agreement for Financing by Transfer Contracted with Banco Nacional de
Desenvolvimento Econômico e Social — BNDES (“Transfer Agreement”), entered
into on February 1st, 2008, amended on July 1st, 2008 through
the 1st Private Instrument of Amendment to BNDES Credit Facility
Agreement for Financing by Transfer (“1st Amendment”) and on
March 4, 2010, through the 2nd Amendment to the Private Instrument of
BNDES Credit Facility Agreement for Financing by Transfer (“2nd
Amendment”), as provided for in the clauses below:




ARTICLE ONE

ALTERATION OF THE INDEXES OF BENEFICIARY AND GUARANTEE

PROVIDERS’ FINANCIAL LIABILITIES



1.1. Due to the authorization referred to above, Articles 19.1 and 19.2 of the
Transfer Agreement shall hereafter be in force with the following wording:




XIX — BENEFICIARY AND GUARANTEE PROVIDERS’LIABILITIES



19.1. beneficiary agrees to comply, during the entire term of effectiveness of this
Transfer Agreement, with the financial liabilities defined below, by means of annual
verifications, since December 2008, based on the audited financial statements
delivered by external auditors enrolled with CVM, for the calculation period related to the last
12 months, whose indexes for December 31, 2010 shall be measured based on the
Generally Accepted Accounting Principles adopted in Brazil (“BR GAAP”), as in force
in December 2009:







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	 	a)	 	Maintenance of Liquidity Index ≥ 1.0x; and
	 
	 	b)	 	Maintenance of Debt Service Coverage Index (i) ≥ 0.65x for December 31,
2010, (ii) ≥ 1.0x for December 31, 2011, 2012 and 2013, and (iii) ≥
1.3x as from and up to December 31, 2014.




19.2. Beneficiary and each of the Guarantee Providers further agree to comply,
during the term of effectiveness of this Transfer Agreement, with the obligations
defined below and, as regards the obligations related to maintenance of the
financial indexes, the verifications shall be always conducted on an annual basis,
as from December 2007, based on combined audited financial statements, delivered by
external auditors enrolled with CVM, for the calculation period related to the last
twelve (12) months, with the indexes related to December 31, 2010 to be measured
based on the BRGAAP, as in force in December 2009:





	 	a)	 	Maintenance of the Liquidity Index: (i) ≥ 1.20x in relation to December
31, 2007, 2008 and 2009; (ii) ≥ 0.65x in relation to December 31, 2010;
(iii) ≥ 1,00x in relation to December 31, 2011; and (iv) ≥ 1.20x, as
from December 2012;
	 
	 	b)	 	Maintenance of Net Bank Debt/EBITDA: (i) ≤ 5.0x in relation to December 31,
2007 and 2008; (ii) ≤ 3.0x in relation to December 31, 2009; (iii) ≤ 5.50x in
relation to December 31, 2010; and (iv) ≤ 3.0x as from December 31, 2011; and
	 
	 	c)	 	Maintenance of Interest Coverage Index: (i) ≥ 3.0x in
relation to December 31, 2007, 2008 and 2009; (ii) ≥ 2.0x in relation
to December 31, 2010 and 2011; (iii) ≥ 4.0x as from December 31,
2012.1





ARTICLE TWO

RATIFICATION



2.1. This Amendment is an integral and complementary part of the Transfer Agreement,
as amended up to the date hereof, with ratification of all other articles,
conditions and guarantees of the Transfer Agreement (and its 1st and
2nd Amendments), to which this 3rd Amendment becomes an
integral and indissoluble part.



2.2. With exception of what conflicts with the provisions in this instrument, all
the Instruments of Guarantee are also ratified.



2.3. In this Amendment, all words initiated by capital letters shall have the
meanings ascribed thereto in the Transfer Agreement, except if otherwise provided
for herein.



2.4. The Parties appear in this instrument to expressly agree with the modifications
inserted by this Amendment and they further ratify the validity and effectiveness of
all guarantees described in the Transfer Agreement and in the Instruments of
Guarantee.







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2.5. Within up to five (5) days as from the date of execution of this Amendment,
Beneficiary shall cause this Amendment to be annotated with the registries of the
Transfer Agreement, as existing in the Registry of Deeds and Documents of the
domicile of each of the Parties to the Transfer Agreement and, in the ten (10) days
subsequent to the date of execution of this Amendment, it shall provide the
Financial Agents with the respective counterparts of this Amendment evidencing the
corresponding annotation of the Transfer Agreement with the registries.



And, in witness whereof, the Parties execute this Amendment to the Transfer
Agreement, in twelve (12) counterparts of the same content and form before the
witnesses signed and identified below.




São Paulo, December 14, 2010.







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Signatures page (1 of 2) of the 3rd Amendment to the Private Instrument of Credit


Facility Agreement for Financing by Transfer, Contracted with Banco Nacional de 

Desenvolvimento
Econômico e Social — BNDES.




BENEFICIARY




	 	 	 

	ANGÉLICA AGROENERGIA LTDA.
	/s/ Leonardo R. Berridi

	 	/s/ Renato José Urvaneja
	Name: Leonardo R. Berridi

	 	Name: Renato José Urvaneja
	I.D.: 231.115.108-83

	 	I.D.: 119.197.208/98






FINANCIAL AGENTS




	 	 	 

	BANCO RABOBANK INTERNATIONAL BRASIL S.A.
	/s/ Maria Regina Miné Bon

	 	/s/ Alessandra Petra Hazl
	Name: Maria Regina Miné Bon

	 	Name: Alessandra Petra Hazl
	CPF/MF: 054.713.658-79

	 	OAB/SP: 182.098
	R.G.: 10.999.751-7
	 	 
	 
	 	 
	BANCO SANTANDER (BRASIL) S.A.
	/s/ Newton Cesar B.P. Fernandes

	 	/s/ Marcos Charcon Dain
	Name: Newton Cesar B.P. Fernandes

	 	Name: Marcos Charcon Dain
	Title: Superintendent

	 	Title: Executive Manager
	 

	 	I.D.: 593540
	 
	 	 
	UNIBANCO-UNIÃO DE BANCOS BRASILEIROS S.A.
	/s/ [illegible] de Oliveira

	 	/s/ Darcira da Silva C. Gonçalves
	Name: [illegible] de Oliveira

	 	Name: Darcira da Silva C. Gonçalves
	CPF/MF: 277.717.048-75

	 	CPF/MF: 997.343.628-87
	R.G.: 20.243.805

	 	R.G.: 7.551.726-7
	 
	 	 
	BANCO ITAÚ BBA S.A.
	/s/ Darcira da Silva C. Gonçalves
	 	/s/ [illegible] Senna Rodrigues
	Name: Darcira da Silva C. Gonçalves

	 	Name: [illegible] Senna Rodrigues
	CPF/MF: 997.343.628-87

	 	CPF/MF: 302.561.228-22
	R.G.: 7.551.726-7

	 	R.G.: 33.726.206-8
	 
	 	 
	BANCO BRADESCO S.A.
	/s/ Edílio Jesus Almeida

	 	/s/ Rosa Rodrigues da Cruz [illegible]
	Name: Edílio Jesus Almeida

	 	Name: Rosa Rodrigues da Cruz [illegible]
	 
	 	 
	HSBC BANK BRASIL S.A. — BANCO MÚLTIPLO
	/s/ Marcio O. Boavista

	 	/s/ Jayme Abrantes Filho
	Name: Marcio O. Boavista

	 	Name: Jayme Abrantes Filho
	Registry: 3311852

	 	Registry: 2493446






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Signatures page (2 of 2) of the 3rd Amendment to the Private Instrument of Credit

Facility Agreement for Financing by Transfer, Contracted with Banco Nacional de

Desenvolvimento Econômico e Social — BNDES.




GUARANTEE PROVIDERS




	 	 	 

	USINA MONTE ALEGRE LTDA.
	/s/ Leonardo R. Berridi

	 	/s/ Renato José Urvaneja
	Name: Leonardo R. Berridi

	 	Name: Renato José Urvaneja
	I.D.: 231.115.108-83

	 	I.D.: 119.197.208/98
	 
	 	 
	ADECO AGROPECUÁRIA BRASIL S.A.
	/s/ Leonardo R. Berridi

	 	/s/ Renato José Urvaneja
	Name: Leonardo R. Berridi

	 	Name: Renato José Urvaneja
	I.D.: 231.115.108-83

	 	I.D.: 119.197.208/98
	 
	 	 
	ADECO BRASIL PARTICIPAÇÕES S.A.
	/s/ Leonardo R. Berridi


	 	/s/ Renato José Urvaneja
	Name: Leonardo R. Berridi

	 	Name: Renato José Urvaneja
	I.D.: 231.115.108-83

	 	I.D.: 119.197.208/98
	 
	 	 
	WITNESSES:
	 	 
	 
	 	 
	/s/ Rogério Azevedo

	 	/s/ Renato José Urvaneja
	Name: Rogério Azevedo

	 	Name: Renato José Urvaneja
	I.D.: 126.434.858-40

	 	I.D.: 119.197.208/98
	 
	 	 
	All pages were initialed.
	 	 






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