exv10w38




Exhibit 10.38


SECOND AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT



This Second Amendment (the “Amendment”) to the Agreement (as such term is defined below) dated as
of December, 14th, 2010 is entered into by and between the following parties:





(i) Angélica Agroenergia Ltda., a company existing under the laws of Federative Republic of
Brazil, with its registered offices at Estrada Continental, Km 15, S/No, Fazenda Takuarê, CEP
79.785-000, Angélica, MS, Brazil, enrolled with CNPJ under No. 07.903.169/0001-09 (the
“Borrower”);




(ii) Adeco
Agropecuária Brasil S.A., a company existing under the laws of Federative Republic of
Brazil, with its registered offices at Rua Pará, Quadra 21, Lote 20, CEP 47850-000. Luis
Eduardo Magalhães, Bahia, Brazil, enrolled with CNPJ under No. 07.035.004/0001-54 (“Adeco
Agropecuãria”): Adeco Brasil Participações S.A., a company existing under the laws of
Federative Republic of Brazil, with its registered offices at Rua Iguatemi, 192, 6° andar, Cj.
61, CEP 01451-010, São Paulo, SP, Brazil, enrolled with CNPJ under No. 07.835.579/0001-51
(“Adeco Participações”); and Usina Monte Alegre Ltda., successor of Adecoagro Comércio
Exportação e Importação Ltda. through merger, a company existing under the laws of Federative
Republic of Brazil, with its registered offices at Fazenda Monte Alegre, S/N°, Zona Rural, CEP
37115-000, Monte Belo, MG, Brazil, enrolled with CNPJ under No. 22.587.687/0001-46 (“Usina
Monte Alegre” and together with Adeco
Agropecuária, and Adeco Participações,
the “Guarantors” or, individually, a “Guarantor”);




(iii) Banco Rabobank International Brasil S.A., a financial institution organized and existing
under the laws of the Federative Republic of Brazil, with offices at
Av. das Nações Unidas
No. 12.995, 7° andar, São Paulo, SP, Brazil, in the capacity of Administrative Agent for the
Banks (the “Administrative Agent”) and in the capacity of Collateral Agent for the
Banks (the “Collateral Agent”);




(iv) Rabobank Curaçao N.V., a financial institution organized and existing under the laws of
the Netherlands Antilles, with offices at Zeelandia Office Park, Kaya W.F.G. Mensing 14,
Willemstad, Curacao, Netherlands Antilles, in the capacity of Paying Agent hereunder (the
“Paying Agent”), in the capacity of Collection Account Agent for the Banks (the
“Collection Account Agent”) and in the capacity of Lead Arranger (the “Lead
Arranger”); and the banks listed on the signature pages hereof and each bank that becomes a
“Bank” after the Execution Date pursuant to Section 11.1 of the Agreement (defined below)
(individually, a “Bank” and, collectively, the “Banks”);



WHEREAS:





	(A)	 	the Borrower, the Guarantors, the Agents, the Lead Arrangers and the Banks have entered
into a US$ 50,000,000.00 (fifty million Dollars) Export Prepayment Finance Agreement dated
as of July 13, 2007 (the “Agreement”); and
	 
	(B)	 	the Guarantor Adecoagro Comércio Exportação E Importação Ltda. which is the new name of
Alfenas Café Ltda. a company organized under the laws of Federative Republic of Brazil, with
its registered offices at the city of Belo Monte, State of Minas Gerais, Fazenda Monte
Alegre, CEP 37130-000, enrolled with CNPJ under No. 01.893.896/0001-48 has been merger in July
31st of 2010 by Usina Monte Alegre Ltda., been the last one also a Guarantor.





			
	 	 	 
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	(C)	 	The Parties to the
 Agreement have agreed to amend certain Financial Covenants
pursuant to Section V of the Agreement, effective the date
hereof;






NOW, THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises set forth
hereinabove, the parties hereto hereby agree as follows:



1. Capitalized terms used herein unless otherwise defined herein shall have the meanings assigned
to them in the Agreement.



2. The clause of “Financial Covenants” contained in Section 5(n)(ii) of the
Agreement is hereby amended as follows:




“(n) FINANCIAL COVENANTS.



(i) the Borrower shall, based on its fiscal year audited financial statements, in accordance with
GAAP, ensure that, as of December 31 of each fiscal year:





(A) the Liquidity Ratio shall be equal to or greater than 1.0
from and after the fiscal year ended December 31, 2008; and




(B) the Debt Service Coverage Ratio shall be equal to or greater
than (a) 1.0 from and after the fiscal year ended December 31, 2008,
(b) 0,65 for the fiscal year ended December 31, 2010, and
(c) 1.0 from and after the fiscal year ended December 31, 2011,


it being understood that the financial covenants for the fiscal year ended December 31, 2010 will
be measured in accordance with GAAP, Generally Accepted Accounting Principles adopted in Brazil
(“BR_GAAP”) rules in force on December 31, 2009.



(ii) the Group shall, based on its members combined fiscal year audited financial statements, in
accordance with GAAP, ensure that, as of December 31 of each fiscal year:





	 	(A)	 	the Liquidity Ratio shall be
equal to or greater than: (w) 1.2 from 2007 to 2009; (x)
0.65 in 2010; (y) 1.00 in 2011; and (z) 1.2 from and
after the fiscal year ended December 31, 2012;
	 
	 	(B)	 	the Net Bank Debt/EBITDA
Ratio shall be less than or equal to: (w) 5.0 from 2007 to
2008; (x) 3.0 in 2009; (x) 5.5 in 2010; and (y) 3.0 from
and after the fiscal year ended December 31, 2011; and
	 
	 	(C)	 	the Interest Coverage Ratio shall be equal to or greater
than: (x) 3.0 from 2007 to 2009; (w) 2.0 from 2010 to 2011;
and (y) 4.0 from and after the fiscal year ended December
31, 2012,




it being understood that the financial covenants for the fiscal year ended December 31, 2010
will be measured in accordance with GAAP rules in force on December 31, 2009.”



3. Upon the effectiveness of this Amendment (a) this Amendment shall be deemed to be an
amendment to the Agreement, and the Agreement, as amended hereby, is hereby ratified, and





			
	 	 	 
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confirmed in each and every respect, (b) all references to the Agreement in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to the Agreement as
amended hereby, and (c) this Amendment shall be deemed to be
an integral part of the Agreement and
shall also be considered a Credit Document.



4. Except as otherwise expressly provided in this Amendment, all of the terms, conditions and
obligations contained in the Credit Documents are hereby ratified by the parties hereto and
shall remain in full force and effect, and references in the Credit Documents to other provisions
thereof that have been amended hereby shall be considered references to such provisions as so
amended.



5. The Administrative Agent may request that the Borrower arranges (at the Borrower’s sole cost
and expense and within the period so informed by the Administrative Agent) for the translation of
this Amendment into Portuguese by a Brazilian sworn translator and its registry with the competent
Brazilian registries, including those where each of the Credit Documents were previously
registered. Evidence of each such registry of this Amendment as set forth in this item 5 shall be
promptly delivered to the Administrative Agent.



6. This Amendment shall be governed by and construed in accordance with the laws of the State of
New York, United States of America, without giving effect to its conflicts of law principles that
would lead to the application of the laws of another jurisdiction. The parties agree that the
provisions of Section 11.1 of the Agreement shall apply to this Amendment including, without
limitation, the submission to the jurisdiction of the state courts sitting in the City of New
York, New York, USA, of the United States District Court for the Southern District of New York or
of the courts located in the City of São Paulo, State of São Paulo (Brazil).



7. This Amendment may be executed by the parties hereto in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
Amendment. This Amendment shall become effective as of the date indicated below.






			
	 	 	 
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WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective duly authorized representatives as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 

	ANGÉLICA AGROENERGIA LTDA.	 	 	 	 	 	 
	as Borrower	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

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

Renato José Urvaneja
	 	 
	 

	 	231.115.108-83	 	 	 	 	119.197.208/98	 	 






	 	 	 	 	 	 	 	 	 

	ADECO AGROPECUARIA BRASIL S.A.	 	 	 	 
	as Guarantor	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

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

Renato José Urvaneja
	 	  
	 

	 	231.115.108-83	 	 	119.197.208/98	 	 
	 
	 	 	 	 	 	 	 	 
	ADECO BRASIL PARTICIPAÇÕES S.A.	 	 	 	 
	as Guarantor	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

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

Renato José Urvaneja
	 	 
	 

	 	231.115.108-83	 	 	119.197.208/98	 	 
	 
	USINA MONTE ALEGRE Ltda.	 	 	 	 
	as Guarantor	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

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

Renato José Urvaneja
	 	 
	 

	 	231.115.108-83	 	 	119.197.208/98	 	 






	 	 	 	 	 	 	 	 	 

	BANCO RABOBANK INTERNATIONAL BRASIL S.A.	 	 	 	 	 	 
	as Administrative Agent and Collateral Agent	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Marcia Regina Miné Bon
 
Marcia
Regina Miné Bon
	 	By:
	 	/s/ Alessandra Petra Hazl
 

Alessandra Petra Hazl
	 	  
	 

	 	CPF: 054.713.658 - 79
	 	 	 	OAB/SP 182.098	 	 
	 

	 	RG 10.999.751- 7	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	RABOBANK CURAÇAO N.V.	 	 	 	 	 	 
	as Paying Agent, Collection Account Agent and Lead Arranger	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Marcia Regina Miné Bon
 
Marcia
Regina Miné Bon
	 	By:
	 	/s/ Alessandra Petra Hazl
 

Alessandra Petra Hazl
	 	 
	 

	 	CPF: 054.713.658 - 79
	 	 	 	OAB/SP 182.098	 	 
	 

	 	RG 10.999.751- 7	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnesses:
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 

	 
	 	 
	 	 
	Name:

	 	 
 
	 	Name:
	 	 

	 	 
	I.D.

	 	 	 	I.D.	 	 	 	 











			
	 	 	 
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BANKS




	 	 	 	 	 	 	 	 	 

	RABOBANK CURACAO N.V.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Marcia  Regina Miné Bon
 
Marcia
Regina Miné Bon
	 	By:
	 	/s/ Alessandra Petra Hazl
 

Alessandra Petra Hazl
	 	 
	 

	 	CPF: 054.713.658 - 79
	 	 	 	OAB/SP 182.098	 	 
	 

	 	RG 10.999.751- 7	 	 	 	 	 	 
	 
	Address:	 	 	 	 	 	 
	Zeelandia Office Park, Kaya W.F.G. Mensing 14	 	 	 	 	 	 
	Willemstad, Curaçao, Netherlands Antilles	 	 	 	 	 	 
	c/o Banco Rabobank International Brasil S.A.	 	 	 	 	 	 
	Telephone Number: 55 11 5503 7048	 	 	 	 	 	 
	Fax Number: 55 11 5503 7006	 	 	 	 	 	 
	Attn: Operations	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 

	ROYAL BANK OF SCOTLAND N.V.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
 
	 	 	 	 

	 	 






Address: Gustav Mahlerlaan 10. 1082 PP Amsterdam, The Netherlands

Telephone Number: +31 20 3 433267

Fax: no +31 20 6 281286

Email: loan.servicing.gfe.desk@nl.abnamro.com




	 	 	 	 	 	 	 	 	 

	BIE — BANK & TRUST LTD.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
 
	 	 	 	 

	 	 






Address:

Second Floor, Albert Panton Street

P.O. Box 501, George Town

Grand Cayman,

The Cayman Islands — BWI

Communications to:

Banco Itaú Europa

Rua Tierno Galvan Torre 3, 11th

1099-048 Lisbon — Portugal

Attention: Directors

Telephone: +351 21 381 1097

Telecopier: +351 21 388 7256







			
	 	 	 
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UNIBANCO — UNIÃO DE BANCOS BRASILEIROS S.A., GRAND CAYMAN BRANCH




	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
 
	 	 	 	 

	 	 






Address: Bank of Nova Scotia BLDG. — 3rd floor, PO Box 1334, George Town, Grand Cayman,

Cayman Islands, BW1

Telephone Number: 55 11 3503 2971

Fax n°: 55 11 3503 4026

SWIFT: UBBR KY KY

Attn: Luis Antonio Lavrador, Francisco Leme

Email: luis.lavrador@unibanco.com.br, Francisco.leme@unibanco.com.br




BANCO BRADESCO S. A. — GRAND CAYMAN BRANCH




	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Maisa de Oliveira
 
B-164
Maisa de Oliveira
	 	By:
	 	/s/ Mauro Lopes
 

B-221 Mauro Lopes
	 	 






Address: Ansbacher House 3rd floor — 20 Genesis Close — PO Box 1818 GT — Grand Cayman,

Cayman Islands

Telephone Number: 1 345 945 1200

Fax n°: 1 345 945 1430

Attn: Roberto Medeiros

Email: 4946.roberto@bradesco.com.br




HSBC BANK BRASIL S.A. — BANCO MÚLTIPLO, GRAND CAYMAN BRANCH




	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Ricardo Archanjo
 
Ricardo
Archanjo
	 	By:
	 	/s/ Marisa C. T. Oliveira
 

Marisa C. T. Oliveira
	 	 
	 

	 	Matr. 0040807
	 	 	 	Matr. 0016661	 	 






Address: Strathvale House, 2nd floor, North Church Street, Grand Cayman, Cayman Islands

Telephone Number: 55 11 3646 3840

Fax n°: 55 11 3847 5869

Attn: Marco Sanches

Email: marco.a.sanches@hsbc.com.br







			
	 	 	 
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