exv10w4









Exhibit 10.4









WAIVER REQUEST NO. 3




March 30, 2010




Inter-American Development Bank

1300 New York Avenue, N.W.

Washington, D.C. 20577

United States of America

Attention: Structured and Corporate Finance Department, Portfolio Management Unit




Re: Waiver Request No. 3/2010




Loan No. 3028A/OC-AR




Ladies and Gentlemen:





	1.	 	We make reference to the Loan Agreement, dated as of December 19, 2008 (as amended, the “Loan
Agreement”), among Adeco Agropecuaria S.A., Pilaga S.R.L. (the “Borrowers”) and Inter-American
Development Bank (“IDB”). Capitalized terms used but not defined in this Request No. 3/2010
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 request (this
“Request No. 3/2010”).
	 
	 	 	We hereby offer to you the option to temporarily waive certain terms to the Loan Agreement
pursuant to the terms set forth below. This Request No. 3/2010 can only be accepted by
delivering a written copy of your acceptance to us not later than March 31, 2010.
	 
	2.	 	Section 6.2.3 (Financial Ratios) and Section 6.2.4 (Financial Ratios on An Individual Basis)
of the Loan Agreement require the Borrowers to maintain certain minimum financial ratios as
set forth in such Sections. The Borrowers have not been in compliance with these financial
ratio covenants since the date of the Loan Agreement, and additionally, anticipate being
unable to comply with such financial covenants for the Financial Quarters ending on March 31,
2010, June 30, 2010 and September 30, 2010.
	 
	3.	 	Consequently, the Borrowers request that IDB waive the requirement that the Borrowers comply
with the financial ratios set forth in Section 6.2.3 (Financial Ratios) and Section 6.2.4
(Financial Ratios on An Individual Basis) of the Loan Agreement for the full Financial
Quarter ending on March 31, 2010 only and any Event of Default that arises from the
Borrowers’ failure to comply therewith, other than for the purposes of Section 7.2.1.4
(Restricted Payments) of the Loan Agreement and for the purposes of the calculation of the
Applicable Spread (the “Requested Waiver”).
	 
	4.	 	Upon acceptance of the Request No. 3/2010 by IDB, the Borrowers acknowledge and agree that
IDB’s consent to this Request No. 3/2010, its granting of the Requested Waiver and its
agreement to forego the exercise of any rights or remedies available to it










 









 














	 	 	under any Financing Document relating to the same shall immediately cease to be effective in the
event that any of the covenants or conditions set forth below are not complied with or completed,
as applicable, to the satisfaction of IDB (as determined in its sole discretion) and in the time
period provided herein, as applicable:






	 	4.1.1	 	the Borrowers shall for the Financial Quarter ending on March 31, 2010:






	 	(a)	 	ensure that EBITDA, on a cumulative and Combined Basis, is not less
than three million Dollars ($3,000,000);
	 
	 	(b)	 	not permit the Debt of the Borrowers, on a Combined Basis, to exceed one
hundred and five million Dollars ($105,000,000); and
	 
	 	(c)	 	not permit the Capital Expenditures of the Borrowers, on a Combined
Basis, to exceed two million and seven-hundred thousand Dollars
($2,700,000);






	 	4.1.2	 	the Borrowers shall not at any time make any Restricted Payment or enter into
any new Affiliate Transaction (other than any renewal, extension, modification
or similar transaction with respect to any Affiliate Transaction outstanding as of
the date hereof) during the Financial Quarter ending on March 31, 2010;
	 
	 	4.1.3	 	along with any Financial Statements delivered by the Borrowers pursuant to
Section 6. 3.2 (Unaudited Quarterly Financial Statements) of the Loan
Agreement, the Borrowers shall deliver a certificate of the Auditors reporting on
such Financial Statements and setting forth in reasonable detail all information
necessary to calculate (and providing the calculations necessary to determine)
each of the Financial Ratios and as at the last day of the period covered, as
relevant, by the Financial Statements;
	 
	 	4.1.4	 	on or prior to March 31, 2010, payment of the remaining portion of the waiver
fee set forth in the Request No. 2/2009, dated December 24, 2009, and issued
by the Borrowers;
	 
	 	4.1.5	 	on or prior to May 15, 2010:






	 	(a)	 	the Borrowers shall have delivered audited Financial Statements for the
Financial Year ending on December 31, 2009 and the figures stated
therein shall be essentially in line with the preliminary December 31, 2009
forecasted figures provided by the Borrowers to IDB on February 17,
2010, as confirmed by IDB in its sole discretion;
	 
	 	(b)	 	the execution of an amendment agreement to the Loan Agreement
between IDB and the Borrowers the terms of which shall not materially
divert from those set forth in Annex I hereto; and
	 
	 	(c)	 	issuance of a legal opinion from Marval, O’Farrell & Mairal with respect
to the conditions set forth in paragraphs 4.1.5(b) in a form satisfactory to
IDB; and









 









 














	 	4.1.6	 	on or prior to May 31, 2010, payment of all reasonable and documented
costs and expenses of IDB and its counsels in relation to the Requested Waiver and
the satisfaction of these conditions of effectiveness.






	5.	 	The Borrowers hereby acknowledge and agree that if IDB grants the Requested Waiver:






	 	5.1.1	 	any waiver of any Event of Default shall not be applicable for the purposes of
calculating the amount of the Applicable Spread payable by the Borrowers to
IDB;
	 
	 	5.1.2	 	failure to comply with the covenants or complete the conditions set forth in
paragraph 4 above to the satisfaction of IDB as determined in its sole discretion
in the time period provided shall be an Event of Default;
	 
	 	5.1.3	 	the terms and conditions of the Loan Agreement in effect as of the date of
this
Request No. 3/2010 shall continue in full force and effect unchanged, except as
amended by this Request No. 3/2010;
	 
	 	5.1.4	 	except as expressly provided in this Request No. 3/2010, no provision of this
Request No. 3/2010 shall be deemed (i) to be a consent, waiver, supplement to
or modification of the term or any condition of the Loan Agreement, any other
Transaction Document or any of the instruments referred to therein, or (ii) to
prejudice any rights or remedies which IDB may have now or in the future
under or in connection with the Loan Agreement, as amended by this Request
No. 3/2010, or any other Transaction Document.






	6.	 	This Request No. 3/2010 may be executed in several counterparts, each of which is an
original, and all of which together constitute one and the same Request No. 3/2010.
	 
	7.	 	THIS REQUEST NO. 3/2010 IS GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA.
	 
	8.	 	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 Agreement), 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 Request No. 3/2010, mutatis mutandis.
	 
	9.	 	A person who is not a party to this Request No. 3/2010, other than the Borrowers, has no
right to enforce or to enjoy the benefit of any term of this Request No. 3/2010.
	 
	10.	 	This Request No. 3/2010 shall become effective as of the date when this Request No.
3/2010 is accepted by IDB and shall supersede any previous waiver requests issued by
the Borrowers and accepted by IDB prior to the date of this Request No. 3/2010, but the
Borrowers acknowledge and agree that it is subject to revocation in the event that the
Borrowers fail to comply with the obligations set forth in paragraph 4 above to the
satisfaction of IDB as determined in its sole discretion and in the time period provided.










 









 















This is an offer and, if not accepted in writing as provided in paragraph
1 herein, shall expire.



Yours truly,




	 	 	 	 	 	 	 	 	 	 	 

	ADECO AGROPECUARIA S.A.	 	PILAGA S.R.L.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Carlos Boero Hughes
 

	 	 
	 	By:
	 	/s/ Carlos Boero Hughes
 

	 	 
	Name:

	 	Carlos Boero Hughes
	 	 	 	Name:
	 	Carlos Boero Hughes	 	 
	Title:

	 	Authorized Representative
	 	 	 	Title:
	 	Authorized Representative	 	 






 









 










ANNEX I: TERM SHEET FOR AMENDMENT



The following are the financial covenants and other covenants of the Borrowers to be included
in the amendment to the Loan Agreement:




I. General Amendments





	(1)	 	For the Financial Quarter ending on March 31, 2010:






	 	(i)	 	ensure that EBITDA, on a cumulative and Combined Basis, is not less than
three million Dollars ($3,000,000);
	 
	 	(ii)	 	not permit the Debt of the Borrowers, on a Combined Basis, to exceed one
hundred and five million Dollars ($105,000,000); and
	 
	 	(iii)	 	not permit the Capital Expenditures of the Borrowers, on a cumulative
and Combined Basis, to exceed two million and seven-hundred thousand Dollars
($2,700,000).






	(2)	 	For the Financial Quarter ending on June 30, 2010:






	 	(i)	 	ensure that EBITDA, on a cumulative and Combined Basis, is not less than
thirteen million Dollars ($13,000,000);
	 
	 	(ii)	 	not permit the Debt of the Borrowers, on a Combined Basis, to exceed one
hundred and ten million Dollars ($110,000,000);
	 
	 	(iii)	 	not permit the Capital Expenditures of the Borrowers, on a cumulative
and Combined Basis, to exceed nine million and six-hundred thousand Dollars
($9,600,000); and
	 
	 	(iv)	 	along with any Financial Statements delivered by the Borrowers pursuant
to Section 6. 3.2 (Unaudited Quarterly Financial Statements) of the Loan
Agreement, deliver a certificate of the Auditors reporting on such Financial
Statements and setting forth in reasonable detail all information necessary to
calculate (and providing the calculations necessary to determine) each of the
Financial Ratios and as at the last day of the period covered, as relevant, by
the Financial Statements.






	(3)	 	For the Financial Quarter ending on September 30, 2010:






	 	(i)	 	ensure that EBITDA, on a cumulative and Combined Basis, is not less than
fifteen million Dollars ($15,000,000);
	 
	 	(ii)	 	not permit the Debt of the Borrowers, on a Combined Basis, to exceed one
hundred and twenty million Dollars ($120,000,000);
	 
	 	(iii)	 	not permit the Capital Expenditures of the Borrowers, on a cumulative
and Combined Basis, to exceed fifteen million Dollars ($15,000,000); and









 









 














	 	(iv)	 	along with any Financial Statements delivered by
the Borrowers pursuant to Section 6. 3.2 (Unaudited
Quarterly Financial Statements) of the Loan Agreement,
deliver a certificate of the Auditors reporting on such
Financial Statements and setting forth in reasonable
detail all information necessary to calculate (and
providing the calculations necessary to determine) each
of the Financial Ratios and as at the last day of the
period covered, as relevant, by the Financial Statements.






	(4)	 	For the Financial Year ending on December 31,
2010, not permit Capital Expenditures,
on a cumulative and Combined Basis, to exceed fifteen million
Dollars ($15,000,000).
	 
	(5)	 	At no time, make any Restricted Payment or enter
into any new Affiliate Transactions
(other than any renewal, extension, modification or similar
transaction with respect to any
Affiliate Transaction outstanding as of the date hereof), unless
the Debt to EBITDA
Ratio, on a Combined Basis and for the four Financial Quarters
most recently ended on
such date, does not exceed 2.75:1.0 (as confirmed in a certificate
of the Auditors
reporting on such Financial Statements and setting forth in
reasonable detail all
information necessary to calculate (and providing the
calculations necessary to
determine) each of the Financial Ratios and as at the last day of
the period covered, as
relevant, by the Financial Statements).
	 
	(6)	 	Upon the date of compliance (as confirmed by a
certificate of the Auditors reporting on
such Financial Statements and setting forth in reasonable detail
all information necessary
to calculate (and providing the calculations necessary to
determine) each of the Financial
Ratios and as at the last day of the period covered, as relevant,
by the Financial
Statements) with the revised Financial Ratios as set forth in
Section 6.2.3 (Financial
Ratios) and Section 6.2.4 (Financial Ratios on An Individual
Basis) of the Loan
Agreement (as amended in accordance with this Annex I), the
Applicable Spread shall be:
(1) with respect to the A Loan, one quarter of one percent (0.25%)
per annum plus the
spread for the B Loan as set forth in subsection (2) of this
subsection (c), and (2) with
respect to the B Loan, five percent (5.00%) per annum.
	 
	(7)	 	Upon the date of compliance (as confirmed by a
certificate of the Auditors reporting on
such Financial Statements and setting forth in reasonable detail
all information necessary
to calculate (and providing the calculations necessary to
determine) each of the Financial
Ratios and as at the last day of the period covered, as relevant,
by the Financial
Statements) with the Financial Ratios set forth in Section 6.2.3
(Financial Ratios) and
Section 6.2.4 (Financial Ratios on An Individual Basis) of the
Loan Agreement (as
original set forth in the unamended execution version), the
Applicable Spread with
respect to the Loans shall be as set forth in the original
unamended execution version of the Loan Agreement.





 









 










II. Amendments to Section 6.2.3 (Financial Ratios) of the Loan Agreement





	(8)	 	As of December 31 of each Financial Year
beginning in 2010 and thereafter, the Debt of
the Borrowers, on a Combined Basis, shall not exceed one hundred
and fifteen million
Dollars ($115,000,000).
	 
	(9)	 	As of each Financial Quarter Date (excluding
December 31) beginning in 2011, the Debt
of the Borrowers, on a Combined Basis, shall not exceed one
hundred and twenty million
Dollars ($120,000,000).
	 
	(10)	 	With respect to paragraphs (8) and (9), in the
event that the Debt to EBITDA Ratio, on a
Combined Basis, does not exceed 3.5:1.0, the Debt of the
Borrowers, on a Combined
Basis, shall no longer be limited to any maximum amount.
	 
	(11)	 	As of each Financial Quarter Date and for each
Financial Year beginning on and
including December 31, 2010, the Debt to EBITDA Ratio, on a
Combined Basis and for
the four Financial Quarters most recently ended on such date,
shall not exceed:






	 	(i)	 	5.0:1.0 in 2010;
	 
	 	(ii)	 	4.75:1.0 in 2011;
	 
	 	(iii)	 	4.25:1.0 in 2012;
	 
	 	(iv)	 	3.75:1.0 in 2013; and
	 
	 	(v)	 	3.75:1.0 in 2014 and 2015.






	(12)	 	As of each Financial Quarter Date and for each
Financial Year beginning on and
including December 31, 2010, the Debt to Equity Ratio, on a
Combined Basis, shall not
exceed 1.2:1.0.
	 
	(13)	 	As of December 31 of each Financial Year
beginning in 2010 and thereafter, the inclusion
of the ratio of the Borrowers’ Short-term Debt to Total Debt, on a
Combined Basis, as
measured on December 31 annually, shall not exceed 0.5:1.0.
	 
	(14)	 	As of each Financial Quarter Date and for each
Financial Year beginning on and
including December 31, 2010, the Interest Coverage Ratio, on a
Combined Basis and for
the four Financial Quarters most recently ended on such date,
shall not be less than:






	 	(i)	 	1.4:1.0 in 2010;
	 
	 	(ii)	 	2.1:1.0 in 2011;
	 
	 	(iii)	 	2.35:1.0 in 2012; and
	 
	 	(iv)	 	2.60:1.0 in 2013, 2014 and 2015.






	(15)	 	As of each Financial Quarter Date and for each
Financial Year beginning on and
including December 31, 2010, the Total Liabilities to Equity
Ratio, on a Combined Basis,
shall not exceed:





 









 











	 	(i)	 	1.5:1.0 in 2010 and 2011; and
	 
	 	(ii)	 	1.3:1.0 in 2012 and thereafter.






	(16)	 	As of each Financial Quarter Date and for each Financial Year beginning on and
including December 31, 2010, the Current Assets to Current Liabilities Ratio, on a
Combined Basis, shall not be less than:






	 	(i)	 	1.1:1.0 for all Financial Quarters (excluding such Financial Quarters ending
on December 31); and
	 
	 	(ii)	 	1.3:1.0 for all Financial Quarters ending on December 31.





III. Amendments to Section 6.2.4 (Financial Ratios on An Individual Basis) of the Loan Agreement





	(17)	 	The Debt to EBITDA Ratio requirements for each individual Borrower shall be removed.
	 
	(18)	 	For each Financial Quarter and for each Financial Year, the Debt to Equity Ratio for each
individual Borrower shall not exceed 1.2:1.0.
	 
	(19)	 	The Total Liabilities to Equity Ratio requirements for each individual Borrower shall be removed.





 









 













Washington DC, March 30, 2010




Adeco Agropecuaria S.A.

Catamarca 3454

B1640FWB | Martínez1

Buenos Aires, Argentina

Attention: Carlos Boero Hughes




Pilaga S.R.L.

Catamarca 3454

B1640FWB | Martínez1

Buenos Aires, Argentina



Ladies and Gentlemen:



We hereby accept the Waiver Request No. 3/2010, dated March 30, 2010.



Yours truly,




	 	 	 	 	 

	INTER-AMERICAN DEVELOPMENT BANK
	 
	 	 	 	 
	By:

	 	/s/ John Cahillane	 	 
	 	 	 	 	 
	Name:

	 	JOHN CAHILLANE	 	 
	Title:

	 	CHIEF, PORTFOLIO MANAGEMENT UNIT	 	 
	 

	 	STRUCTURED AND CORPORATE FINANCE DEPARTMENT	 	 
	 

	 	Authorized Representative	 	 






Inter-American Development Bank | 1300 New York Ave. N.W. | Washington, DC 20577, USA | www.iadb.org