exv10w3






Exhibit 10.3









December 29, 2009




Adeco Agropecuaria S.A.

Catamarca 3454

B1640FWB | Martínez1

Buenos Aires, Argentina




Pilaga S.R.L.

Catamarca 3454

B1640FWB | Martínezl

Buenos Aires, Argentina




Re: Loan No. 2028A/OC-AR — Amendment Offer No. 2/2009




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 offer letter 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 offer letter.
	 
	2.	 	We hereby offer to you the option to accept certain new terms to the Loan
Agreement
pursuant to the terms set forth in Schedule 1 hereto (the “Amendment Offer No.
2/2009”). The Amendment Offer No. 2/2009 can only be accepted by delivering a
written
copy of your acceptance to IDB not later than December 31, 2009.
	 
	3.	 	If you accept this Amendment Offer 02/2009 as stated in paragraph 2 above any
such
acceptance delivered pursuant to paragraph 2 above shall be irrevocable and
such
acceptance and the terms set forth in this Amendment Offer No. 2/2009 shall
remain in
force until the Loan has been repaid in full.
	 
	4.	 	The terms and conditions of the Loan Agreement in effect as of the date of this
Amendment Offer 02/2009 shall continue in full force and effect unchanged, except
as
amended by this Amendment Offer 02/2009 upon its acceptance by each of the
Borrowers.





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





1









 









	5.	 	THIS AMENDMENT OFFER 02/2009 IS GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, UNITED STATES OF AMERICA.
	 
	6.	 	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 Amendment Offer 02/2009, mutatis mutandis.




This is an offer and, if not accepted in writing as provided in Section 2
herein, shall expire.




Yours truly,




	 	 	 	 	 

	INTER-AMERICAN DEVELOPMENT BANK
	 
	 	 	 	 
	/s/ John Cahillane	 	 
	 	 	 
	Name:

	 	JOHN CAHILLANE	 	 
	Title:

	 	CHIEF, PORTFOLIO MANAGEMENT UNIT	 	 
	 

	 	STRUCTURED AND CORPORATE FINANCE DEPARTMENT	 	 






2









 






SCHEDULE 1:




TERMS OF THE AMENDMENT OFFER 2/2009



I. DEFINITIONS



The following definitions shall apply to the Amendment Offer
02/2009 and where the same term is contained in the Loan Agreement, the
following terms shall prevail:




Applicable Spread means, as the context requires,





	 	(a)	 	for each day on which any Event of
Default is not continuing, (i) 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 (ii) of this
subsection (a) and (ii) with respect
to the B Loan, four and three-quarters percent (4.75%) per
annum; and
	 
	 	(b)	 	for each day on which any Event of
Default has occurred and is continuing
(regardless of whether such Event of Default has been
waived by IDB), (i) 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 (ii) of
this subsection (b) and (ii)
with respect to the B Loan, seven and one quarter of one
percent (7.25%) per
annum.




Upon acceptance of the Amendment Offer No. 2/2009 by the Borrowers,
each of the Borrowers and IDB agree and acknowledge that this amendment
to the definition of “Applicable Spread” as set forth above shall take
effect and apply retroactively beginning from the date of the Loan
Agreement.



Deferred Lease Payments means any payments under the Lease Agreements
(but not including, any overhead expenses, provided that such overhead
expenses do not exceed (a) one million six hundred thousand Dollars
($1,600,000) in the aggregate in 2010, (b) two million Dollars
($2,000,000) in the aggregate in 2011, or (c) two million Dollars
($2,000,000) or any higher maximum amount agreed to by IDB in writing
in the aggregate for any Financial Year thereafter), whether such
payments are lease payments, interest, penalties or otherwise, to be
made by either or both Borrowers to the applicable lessor under any
Lease Agreement.



Lease Agreement means the following lease agreements:





	 	(i)	 	the Lease Agreement, effective as of
January 1, 2010, between Adeco and Santa Regina Agropecuaria
S.R.L.;
	 
	 	(ii)	 	the Lease Agreement, effective as of
January 1, 2010, between Adeco and Agrícola Ganadera San
José S.R.L.;
	 
	 	(iii)	 	the Lease Agreement, effective as of
January 1, 2010, between Adeco and Agroinvest S.A.;




3









 












	 	(iv)	 	the Lease Agreement, effective as of January 1, 2010, between Adeco and Forsalta
S.A.;
	 
	 	(v)	 	the Lease Agreement, effective as of January 1, 2010,
between Adeco and Bañado del Salado S.A.
	 
	 	(vi)	 	the Lease Agreement, effective as of July 1, 2010, between Adeco and Cavok
S.A.; and
	 
	 	(vii)	 	the Lease Agreement, effective as of July 1, 2010, between Adeco
and Establecimiento El Orden S.A.






Restricted Payment Conditions means each of the following conditions:




	 	(a)	 	such Restricted Payment is made on a Restricted Payment Date;
	 
	 	(b)	 	no Default or Potential Event of Default has occurred and is continuing or would
exist after the making of such Restricted Payment;
	 
	 	(c)	 	the Historical Debt Service Coverage Ratio and the Projected Debt Service
Coverage Ratio as of the date of such proposed Restricted Payment Date are equal
to or higher than 1.3:1.0 on a Combined Basis;
	 
	 	(d)	 	the Total Liabilities to Equity Ratio as at the end of the most recent Financial
Quarter Date (whether audited or unaudited) is less than or equal to 0.9:1.0 for
each Borrower on an individual basis;
	 
	 	(e)	 	the Debt to EBITDA as at the most recent Financial Quarter Date (whether
audited or unaudited) is less than or equal to 2.75:1.0 on a Combined Basis;
	 
	 	(f)	 	the Loan Coverage Ratio is equal to or higher than 1.5:1.0 for each Borrower on
an individual basis;
	 
	 	(g)	 	the first scheduled principal repayment of the Loan has been made; and
	 
	 	(h)	 	each of the Borrowers, no later than thirty (30) days prior to making the proposed
Restricted Payment, provides IDB with a certificate regarding compliance with the above
requirements in the form of Exhibit 6.





II. GENERAL PROVISIONS



The following provisions shall apply to the Amendment Offer 02/2009 and the applicable section or
sub~section of the Loan Agreement referred to below shall be deemed deleted in its entirety and
replaced with the following:




Section 6.1.15 (Required Capital Expenditures)



Required
Capital Expenditures. Complete the Required Capital Expenditures by no later than December
31, 2009 (other than with respect to: (i) the Ombu Project and the SECCI Projects, which shall be
completed no later than December 31, 2010; (ii) the San Joaquin Project and the




4









 




Ita Caabo project, which shall be completed no later than December 31,
2011; and (iii) the Free Stall Project II, which shall be completed no
later than December 31, 2012).




Section 6.1.16.3 (Capital Expenditures)



Complete the Capital Expenditures no later than December 31, 2012.




Section 6.2.19 (Amendment of Lease Agreement)



Amend, modify or change any term or condition of any Lease Agreement in
any manner that would adversely affect the rights of IDB under this
Agreement, including without limitation, in a manner that permits
payments of Deferred Lease Payments prior to the date when all
principal (whether or not then due and payable), interest and other
amounts payable to IDB under this Agreement have been paid in full.




Section 7.2.14 (Deferred Lease Payments)



Any Deferred Lease Payment is paid by either Borrower prior to
the date when all principal (whether or not then due and payable),
interest and other amounts payable to IDB under this Agreement have
been paid in full.










5









 













December 31, 2009




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




Ladies and Gentlemen:




We hereby accept the Amendment Offer No. 2/2009, dated as of December 29, 2009.



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