exv10w6






Exhibit 10.6




EXECUTION VERSION




SENIOR SECURED LOAN FACILITY



dated as of July 28, 2010



between



ANGÉLICA AGROENERGIA LTDA.,

as the Borrower,


 and



DEUTSCHE BANK AG, LONDON BRANCH,

as Initial Lender



 




SENIOR SECURED LOAN FACILITY



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	DEFINITIONS

	 
	 	 	 	 
	Section 1.1 Certain Defined Terms
	 	 	1	 
	 
	 	 	 	 
	Section 1.2 Other Interpretive Provisions
	 	 	17	 
	 
	 	 	 	 
	ARTICLE II

	THE CREDIT

	 
	 	 	 	 
	Section 2.1 Commitments
	 	 	18	 
	 
	 	 	 	 
	Section 2.2 Borrowing Procedure
	 	 	18	 
	 
	 	 	 	 
	Section 2.3 Note
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III

	PAYMENTS OF PRINCIPAL AND INTEREST

	 
	 	 	 	 
	Section 3.1 Repayment of the Loans
	 	 	18	 
	 
	 	 	 	 
	Section 3.2 Interest
	 	 	19	 
	 
	 	 	 	 
	Section 3.3 Optional Prepayments
	 	 	19	 
	 
	 	 	 	 
	Section 3.4 Mandatory Prepayments
	 	 	20	 
	 
	 	 	 	 
	Section 3.5 Payments
	 	 	21	 
	 
	 	 	 	 
	Section 3.6 Certain Notices
	 	 	22	 
	 
	 	 	 	 
	Section 3.7 Debt Service Reserve Account
	 	 	22	 
	 
	 	 	 	 
	Section 3.8 Set-Off; Sharing of Payments
	 	 	23	 
	 
	 	 	 	 
	ARTICLE IV

	YIELD PROTECTION, ETC

	 
	 	 	 	 
	Section 4.1 Additional Costs
	 	 	24	 
	 
	 	 	 	 
	Section 4.2 Substitute Basis
	 	 	25	 
	 
	 	 	 	 
	Section 4.3 Illegality
	 	 	26	 
	 
	 	 	 	 
	Section 4.4 Funding Losses
	 	 	26	 
	 
	 	 	 	 
	Section 4.5 Taxes
	 	 	26	 
	 
	 	 	 	 
	ARTICLE V

	CONDITIONS PRECEDENT

	 
	 	 	 	 
	Section 5.1 Conditions Precedent to the Closing Date
	 	 	28	 
	 
	 	 	 	 
	Section 5.2 Conditions Precedent to Each Borrowing
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VI

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 6.1 Existence, Power and Authority
	 	 	32	 






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(continued)




	 	 	 	 	 
	 	 	Page
	Section 6.2 No Subsidiaries
	 	 	33	 
	 
	 	 	 	 
	Section 6.3 Due Authorization, Etc.
	 	 	33	 
	 
	 	 	 	 
	Section 6.4 No Additional Authorization Required
	 	 	33	 
	 
	 	 	 	 
	Section 6.5 Legal Effect
	 	 	34	 
	 
	 	 	 	 
	Section 6.6 Financial Statements
	 	 	34	 
	 
	 	 	 	 
	Section 6.7 Ranking; Priority
	 	 	34	 
	 
	 	 	 	 
	Section 6.8 No Actions or Proceedings
	 	 	35	 
	 
	 	 	 	 
	Section 6.9 Commercial Activity; Absence of Immunity
	 	 	35	 
	 
	 	 	 	 
	Section 6.10 Existing Debt and Liens
	 	 	35	 
	 
	 	 	 	 
	Section 6.11 Taxes
	 	 	35	 
	 
	 	 	 	 
	Section 6.12 Legal Form
	 	 	35	 
	 
	 	 	 	 
	Section 6.13 Full Disclosure
	 	 	36	 
	 
	 	 	 	 
	Section 6.14 Title to Assets; Insurance
	 	 	36	 
	 
	 	 	 	 
	Section 6.15 Intellectual Property
	 	 	37	 
	 
	 	 	 	 
	Section 6.16 No Default
	 	 	37	 
	 
	 	 	 	 
	Section 6.17 Compliance
	 	 	37	 
	 
	 	 	 	 
	Section 6.18 Solvency
	 	 	37	 
	 
	 	 	 	 
	Section 6.19 Hedging
	 	 	37	 
	 
	 	 	 	 
	Section 6.20 Labor Matters
	 	 	37	 
	 
	 	 	 	 
	Section 6.21 Environmental Matters
	 	 	38	 
	 
	 	 	 	 
	Section 6.22 Federal Reserve Regulations
	 	 	38	 
	 
	 	 	 	 
	Section 6.23 Investment Company Act
	 	 	38	 
	 
	 	 	 	 
	Section 6.24 Availability and Transfer of Foreign Currency
	 	 	38	 
	 
	 	 	 	 
	Section 6.25 Anti-Terrorism Laws
	 	 	39	 
	 
	 	 	 	 
	Section 6.26 Non-U.S. Operations
	 	 	39	 
	 
	 	 	 	 
	Section 6.27 Foreign Assets Control Regulations, Etc.
	 	 	39	 
	 
	 	 	 	 
	Section 6.28 Burdensome Agreements
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VII

	COVENANTS OF THE BORROWER

	 
	 	 	 	 
	Section 7.1 Corporate Existence; Inspection; Books and Records
	 	 	40	 






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(continued)




	 	 	 	 	 
	 	 	Page
	Section 7.2 Compliance
	 	 	40	 
	 
	 	 	 	 
	Section 7.3 Maintenance of Property; Insurance
	 	 	40	 
	 
	 	 	 	 
	Section 7.4 Governmental Approvals
	 	 	41	 
	 
	 	 	 	 
	Section 7.5 Reporting Requirements
	 	 	41	 
	 
	 	 	 	 
	Section 7.6 Ranking; Priority
	 	 	43	 
	 
	 	 	 	 
	Section 7.7 Environmental Law
	 	 	43	 
	 
	 	 	 	 
	Section 7.8 Process Agent
	 	 	43	 
	 
	 	 	 	 
	Section 7.9 [Reserved.]
	 	 	43	 
	 
	 	 	 	 
	Section 7.10 Amendment to Certain Agreements
	 	 	43	 
	 
	 	 	 	 
	Section 7.11 Negative Pledge
	 	 	43	 
	 
	 	 	 	 
	Section 7.12 Transactions With Affiliates
	 	 	43	 
	 
	 	 	 	 
	Section 7.13 Line of Business, Etc.
	 	 	44	 
	 
	 	 	 	 
	Section 7.14 Use of Proceeds
	 	 	44	 
	 
	 	 	 	 
	Section 7.15 Further Assurances
	 	 	44	 
	 
	 	 	 	 
	Section 7.16 Limitation on Consolidations, Mergers, Sale or
Conveyance
	 	 	44	 
	 
	 	 	 	 
	Section 7.17 Investment Company Act
	 	 	45	 
	 
	 	 	 	 
	Section 7.18 Registration of Brazil Mortgage
	 	 	45	 
	 
	 	 	 	 
	Section 7.19 No Subsidiaries
	 	 	46	 
	 
	 	 	 	 
	Section 7.20 Limitations on Restricted Payments
	 	 	46	 
	 
	 	 	 	 
	Section 7.21 Limitations on Incurrence of Debt
	 	 	46	 
	 
	 	 	 	 
	Section 7.22 Limitations on Prepayments of Debt
	 	 	46	 
	 
	 	 	 	 
	Section 7.23 Burdensome Agreements
	 	 	46	 
	 
	 	 	 	 
	Section 7.24 Hedging
	 	 	47	 
	 
	 	 	 	 
	Section 7.25 Sales and Lease-Back Transactions
	 	 	47	 
	 
	 	 	 	 
	Section 7.26 Investments
	 	 	47	 
	 
	 	 	 	 
	Section 7.27 Financial Covenants
	 	 	48	 
	 
	 	 	 	 
	Section 7.28 Limitations on Asset Sales
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VIII

	EVENTS OF DEFAULT

	 
	 	 	 	 
	Section 8.1 Events of Default
	 	 	49	 






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	 	 	Page
	ARTICLE IX

	MISCELLANEOUS

	 
	 	 	 	 
	Section 9.1 Waiver
	 	 	52	 
	 
	 	 	 	 
	Section 9.2 Waiver of Security, Performance Bond, Etc.
	 	 	52	 
	 
	 	 	 	 
	Section 9.3 Notices
	 	 	53	 
	 
	 	 	 	 
	Section 9.4 Expenses; Indemnity
	 	 	54	 
	 
	 	 	 	 
	Section 9.5 Benefit of Agreement
	 	 	56	 
	 
	 	 	 	 
	Section 9.6 Amendments, Etc.
	 	 	56	 
	 
	 	 	 	 
	Section 9.7 Third-Party Beneficiaries
	 	 	56	 
	 
	 	 	 	 
	Section 9.8 Assignments and Participations
	 	 	57	 
	 
	 	 	 	 
	Section 9.9 Survival
	 	 	59	 
	 
	 	 	 	 
	Section 9.10 Captions
	 	 	59	 
	 
	 	 	 	 
	Section 9.11 Counterparts
	 	 	59	 
	 
	 	 	 	 
	Section 9.12 Governing Law
	 	 	59	 
	 
	 	 	 	 
	Section 9.13 Jurisdiction, Service of Process and Venue
	 	 	59	 
	 
	 	 	 	 
	Section 9.14 Waiver of Jury Trial
	 	 	61	 
	 
	 	 	 	 
	Section 9.15 Waiver of Immunity
	 	 	61	 
	 
	 	 	 	 
	Section 9.16 Judgment Currency
	 	 	61	 
	 
	 	 	 	 
	Section 9.17 Use of English Language
	 	 	62	 
	 
	 	 	 	 
	Section 9.18 Entire Agreement
	 	 	62	 
	 
	 	 	 	 
	Section 9.19 Severability
	 	 	62	 
	 
	 	 	 	 
	Section 9.20 No Fiduciary Relationship or Partnership
	 	 	62	 
	 
	 	 	 	 
	Section 9.21 Confidentiality
	 	 	63	 
	 
	 	 	 	 
	Section 9.22 Surrender of Note
	 	 	64	 
	 
	 	 	 	 
	Section 9.23 USA PATRIOT Act Notice
	 	 	64	 






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EXHIBITS




	 	 	 

	EXHIBIT A
	 	Form of Promissory Note

	EXHIBIT B
	 	Form of Notice of Borrowing

	EXHIBIT C
	 	Form of Assignment Agreement

	EXHIBIT D
	 	Form of Senior Officer’s Certificate

	EXHIBIT E
	 	Form of Legal Opinion of Brazilian counsel to the Borrower

	EXHIBIT F
	 	Form of Legal Opinion of U.S. counsel to the Borrower

	EXHIBIT G
	 	Form of Guarantee Agreement

	 	 	 

	SCHEDULES
	 	 

	 	 	 

	Schedule 1.1
	 	Brazil Collateral

	Schedule 3.1
	 	Amortization Schedule

	Schedule 6.10(a)
	 	Existing Debt

	Schedule 6.10(b)
	 	Existing Liens

	Schedule 7.26
	 	Investments







v









 





SENIOR SECURED LOAN FACILITY, dated as of July 28, 2010 (as it may be amended, supplemented or
otherwise modified from time to time, this “Agreement”), between ANGÉLICA AGROENERGIA
LTDA., a limited liability company organized under the laws of Brazil (together with its
successors, the “Borrower”), and DEUTSCHE BANK AG, LONDON BRANCH (together with its
successors and permitted assigns and any other bank, financial institution or other Person that
becomes a Lender after the date hereof pursuant to Section 9.8, the “Lenders”).




RECITALS




     WHEREAS, the Borrower has requested that the Initial Lender (as defined below) make the Loans
to the Borrower to finance certain capital expenditures related to capacity expansion of the
Borrower’s sugar mill plant located in the Municipality of Angélica in the State of Mato Grosso do
Sul, Brazil, to repay any amounts outstanding under the Bridge Facility and to finance the payment
of certain fees and expenses associated with such Loans; and



     WHEREAS, the Initial Lender (as defined below) is prepared to make the Loans upon and subject
to the terms and conditions hereof;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Certain Defined Terms. As used herein, the following terms shall have the
following meanings:



     “Acquired Debt” means any Debt of a Person or any of its Subsidiaries existing at the
time such Person becomes a Subsidiary of the Borrower or at the time it merges or consolidates with
the Borrower or at the time such Debt is assumed by the Borrower in connection with the acquisition
of assets from such Person, which Debt will be deemed to have been Incurred at the time such Person
becomes a Subsidiary of the Borrower or at the time it merges or consolidates with the Borrower or
at the time such Debt is assumed by the Borrower in connection with the acquisition of assets from
such Person.



     “Adecoagro” means Adecoagro LLC, a limited liability company organized under the laws
of Delaware.




	 	 	“Advisor” means each of CGSH and PGA.






	 	 	“Affected Interest Period” has the meaning set forth in Section 4.2.





     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a director or officer
of such Person. For purposes of this definition, the term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) of a Person shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of Voting Stock, by contract or



 









 




otherwise; provided, however, that none of the Lenders nor any Affiliate thereof shall, as
a result of its acting as such, be considered an Affiliate of the Borrower.




     “Agreement” has the meaning set forth in the preamble.



     “Alternate Rate” means, for any day, a per annum rate equal to the higher of (a) the
Prime Rate for such day and (b) the sum of 0.50% and the Federal Funds Rate for such day.



     “Anti-Terrorism Laws” has the meaning set forth in Section 6.25(a).



     “Applicable Law” means any applicable statute, law, regulation, ordinance, rule,
judgment, rule of common law, order, decree, approval (including any Governmental Approval),
concession, grant, franchise, license, agreement, directive or other governmental restriction or
any similar form of decision of, or determination by (or any interpretation or administration of
any of the foregoing by), any Governmental Authority, whether in effect as of the date hereof or
hereafter.



     “Applicable Lending Office” means, for the Initial Lender, the lending office of the
Initial Lender (or of an Affiliate of the Initial Lender) designated on the signature pages hereof,
or in the case of any Lender that is not a party to this Agreement on the date hereof, the “Lending
Office” of such Lender as designated in the Assignment Agreement, or, in any case, such other
office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time
specify to the Borrower as the office by which its Loans are to be made and maintained.



     “Applicable Margin” means 8.50% per annum.



     “Applicable Premium” has the meaning set forth in Section 3.3.



     “Asset Sale” means, with respect to any Person, any direct or indirect, sale,
disposition, conveyance, assignment or other transfer (including, without limitation, by way of a
sale and lease-back transaction or merger or consolidation) of any Property or assets of such
Person in a single transaction or a series of transactions; provided that the sale or other
disposition of (a) goods or products in the Ordinary Course of Business; or (b) damaged, obsolete
or worn-out Property that is no longer used in or useful to the business, shall not be considered
an Asset Sale.



     “Assignment Agreement” means an agreement substantially in the form of Exhibit C.



     “BNDES” means the Brazilian National Development Bank (Banco Nacional de
Desenvolvimento Económico).



     “BNDES Facility” means the BNDES on-lending agreement entered into by and among the
Borrower and Banco Rabobank International Brasil S.A., Banco ABN AMRO Real S.A., Unibanco — União
de Bancos Brasileiros S.A., Banco Itaú BBA S.A., Banco Bradesco S.A., and HSBC Bank Brasil S.A. —
Banco Múltiplo, in the principal amount of R$151,000,000, dated February 1, 2008, as amended from
time to time.



     “Borrower” has the meaning set forth in the preamble.



     “Borrowing Dates” means each of the Closing Date and the Second Borrowing
Date.



2









 





     “Brazil” means the Federative Republic of Brazil.



     “Brazil Cash Equivalent Investments” means any of the following: (a) marketable direct
obligations of the government of Brazil or any agency or instrumentality thereof or obligations
unconditionally guaranteed by the full faith and credit of the government of Brazil and repurchase
agreements in respect of such securities, maturing not more than one (1) year after its date of
issuance; (b) commercial paper maturing not more than 270 days from the date of issue, in an
aggregate amount of no more than R$10,000,000 per issuer outstanding at any time, issued by any
Person organized under the laws of Brazil and locally rated at least “A3.br” (or the
then-equivalent grade) by Moody’s or “A-.br” (or the then-equivalent grade) by Standard & Poor’s or
Fitch; (c) certificates of deposit, banker’s acceptances and time deposits issued or guaranteed by
or placed with, and money market deposit accounts issued or offered by, any Brazilian Permitted
Financial Institution, maturing not more than one (1) year after its date of issuance; and (d)
investments in funds substantially all of whose assets are composed of securities of the types
described in clauses (a), (b) and (c) above.



     “Brazil Collateral” means the real property set forth on Schedule 1.1, together with
all constructions, betterments and assets attached to such real property, and owned by the
Borrower, mortgaged for the benefit of the Lenders pursuant to the Brazil Mortgage.



     “Brazil Mortgage” means the public deed of mortgage made by the Borrower in favor or
for the benefit of the Initial Lender on behalf of the Lenders in connection with the security
interest in the Brazil Collateral, in form and substance reasonably satisfactory to the Initial
Lender.



     “Brazilian Permitted Financial Institutions” means (a) any commercial bank or any of
its Affiliates (i) organized under the laws of Brazil, (ii) rated at least “A3.br” (or the
then-equivalent grade) by Moody’s or “A-.br” (or the then-equivalent grade) by Standard & Poor’s or
Fitch and (iii) with a reference net worth (patrimônio de referência) of at least R$1,000,000,000;
(b) any other Brazilian bank or financial institution approved by the Majority Lenders; or (c) any
branch or wholly-owned subsidiary of the institutions described in clauses (a) and (b) above.



     “Bridge Facility” means the Senior Secured Bridge Facility, dated as of March 26,
2010, between the Borrower and the Initial Lender.



     “Bridge Facility Maturity Date” means the “Maturity Date” as defined in the Bridge
Facility.



     “Business Day” means a day (other than Saturday or Sunday) on which commercial banks
are not authorized or required to close in London, UK, New York City, New York or São Paulo,
Brazil, and, with respect only to any determination of a LIBO Rate, that is also a day on which
dealings in U.S. Dollar deposits are carried out in the London interbank market.



     “Capital Expenditures” means, for any period, the aggregate amount of all expenditures
incurred by any Person (a) to acquire or construct fixed or capital assets, plant and equipment
(including, without limitation, renewals, improvements, replacements, repairs and maintenance) made
during such period, that are required to be capitalized on the balance sheet of such Person in
accordance with GAAP or (b) pursuant to Capital Lease Obligations of the Borrower during such
period.



3









 





     “Capital Lease Obligations” means, as to any Person, the obligations of such Person to
pay rent or other amounts under a lease of (or other agreement conveying the right to use) real
and/or personal property, which obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person in accordance with GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.



     “Capital Stock” means, as to any Person, any and all shares, interests,
participations, quotas or other equivalents (however designated) of capital stock of, and any and
all ownership interests in, a Person, and any and all warrants, options or other rights to purchase
or exchange any of the foregoing.



     “Cash Equivalent Investments” means, collectively, Brazil Cash Equivalent Investments
and U.S. Cash Equivalent Investments.



     “Casualty Certificate” means, with respect to a Casualty Event relating to the Brazil
Collateral, the Farms or Other Borrower Property, a certificate signed by a senior officer of the
Borrower stating that, all or a portion of any Net Cash Proceeds received as a result of such
Casualty Event are intended to be used to restore the Properties in respect of which such Net Cash
Proceeds were paid (which certificate shall set forth in reasonable detail an estimate of the Net
Cash Proceeds to be so expended).



     “Casualty Event” means the damage, destruction or rendering unfit for normal use, as
the case may be, of all or any portion of Property of any Person or any compulsory transfer or
taking, or transfer under threat of compulsory transfer or taking, of all or any portion of
Property of any Person by any Governmental Authority.



     “Central Bank” means the Brazilian Central Bank (Banco Central do Brasil) or any
successor entity.



     “CGSH” means Cleary Gottlieb Steen and Hamilton LLP, special New York counsel to
Deutsche Bank AG, London Branch, as the Initial Lender.



     “Change in Control” means that International Farmland Holdings or an Affiliate thereof
shall cease to own, directly or indirectly, beneficially and of record, at least a majority of the
outstanding Voting Stock or other equity interests (or securities convertible into equity
interests) in the Borrower having the right to vote or shall cease to have (or refrain from
exercising) the power (whether by ownership of Capital Stock, contract or otherwise) to direct or
cause the direction of the management and policies of the Borrower; provided that a Change
of Control shall not occur as a result of a public offering of (i) the Borrower’s Capital Stock
that is registered with the CVM or its equivalent in any jurisdiction other than Brazil or (ii) the
Capital Stock of any of the Borrower’s Affiliates that is registered with the CVM or its equivalent
in any jurisdiction other than Brazil; provided that any such public offering must maintain
or strengthen the financial capacity and corporate governance standards of the Borrower or the
Borrower’s Affiliates.



     “Closing Date” means the Business Day on which the conditions precedent set forth in
Section 5.1 shall have been satisfied or waived.



4









 





     “Collateral” means, collectively, the Brazil Collateral, the Debt Service Reserve
Account and all proceeds thereof, and any and all other collateral pledged to the Initial Lender
for the benefit of the Lenders pursuant to the Security Documents.



     “Commodity Agreement” means, in respect of any Person, any commodity futures contract,
commodity swap, commodity option, forward commodity contract or other similar agreement or
arrangement designed to protect against fluctuations in the price of commodities used or sold by
such Person.



     “Confidential Information” means information that the Borrower furnishes to the
Lenders on a confidential basis by informing the recipient that such information is confidential or
marking such information as such, but does not include any such information that (a) is or at the
time of disclosure by such Person has become generally available to the public (other than as a
result of any action by the Lenders in violation of Section 9.21) or (b) is or at the time of
disclosure by such Person has become available to such Person from a source other than the
Borrower, unless such Person has actual knowledge that (i) such source is bound by a
confidentiality agreement or (ii) such information has been previously furnished to such Person on
a confidential basis.



     “Contingent Obligation” means, as to any Person, any obligation of such Person
guaranteeing any Debt, leases, dividends or other obligations (“primary obligations”) of
any other Person (the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the holder of such primary obligation against loss in respect
thereof; provided however that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the Ordinary Course of Business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Contingent Obligation is
made (or, if less, the maximum amount of such primary obligation for which such Person may be
liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder) as determined by such person in good faith.



     “Contractual Obligations” means, as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to which such Person is
a party or by which any of its Property is bound.



     “Control Agreement” means the control agreement with respect to the Debt Service
Reserve Account to which the Borrower, the financial institution with which the account is held and
the Initial Lender, as secured party on behalf of the Lenders, shall be a party and which shall
provide for a control arrangement consistent with this Agreement and otherwise satisfactory to the
Initial Lender.



5









 





     “Currency Agreement” means, in respect of any Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to hedge foreign
currency risk of such Person.



     “CVM” means the Comissão de Valores Mobiliários — CVM, the Brazilian Securities and
Exchange Commission.



     “Debt” means, with respect to any Person (determined without duplication): (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of Property or services (other than (x) trade payables incurred in the Ordinary
Course of Business not overdue by more than forty-five (45) days, but only if and for so long as
such trade payables remain payable on customary trade terms that accrue and become payable and (y)
accrued expenses incurred in the Ordinary Course of Business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar documents, (d) all obligations of such
Person in connection with any securitization of any products, receivables or other Property of such
Person, (e) all obligations of such Person created or arising under any conditional sale or other
title retention agreement with respect to Property acquired by such Person (even if the rights and
remedies of the borrower or the lender under such agreement in an event of default are limited to
repossession or sale of such Property) (it being understood that such obligations do not include
the obligation of a buyer to pay the purchase price for Property pending the satisfaction of the
conditions precedent to the closing of the purchase and sale thereof), (f) all Capital Lease
Obligations and all obligations under “synthetic leases” of such Person, (g) all obligations of
such Person in respect of acceptances, letters of credit, financial guarantee insurance policies or
similar extensions of credit (excluding trade payables to the extent excluded from clause (b)), (h)
all obligations of such Person to redeem, retire, defease or otherwise make any payment in respect
of any Capital Stock of such Person, (i) all obligations of such Person in respect of any Hedging
Obligation, (j) all Contingent Obligations of such Person and (k) all Debt referred to in clauses
(a) through (j) above secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on Property of such Person even though such
Person has not assumed or become liable for the payment of such Debt (provided that, in
connection with clause (k), the amount of “Debt” shall be limited to the fair market value of such
Property for which a Lien is granted).



     “Debt Service Reserve Account” means the U.S. cash collateral account maintained with
Deutsche Bank Trust Company Americas in the name of the Borrower and designated on its records as
the “Angelica Debt Service Reserve Account”.



     “Default” means an event that (with notice, lapse of time or both) would become an
Event of Default.



     “Default Rate” means, at any date of determination, a per annum rate equal to the LIBO
Rate for the then-current Interest Period or Interest Periods as shall be selected by the Initial
Lender for funding of such overdue amounts, plus the Applicable Margin plus 2%.



     “Documentation Receipt Date” means the date on which the Borrower receives the Loan
Documents executed on the Closing Date to which the Initial Lender is a party, notarized by a
notary public qualified as such under the laws of the place of execution of each such Loan
Document, with the signature of such notary public authenticated by a Brazilian consular officer



6









 




at the competent Brazilian consulate, in each case if and to the extent required by Section
6.12(a).




     “EBITDA” means, for any period, without duplication, net sales of the Borrower minus
(a) cost of goods sold, net of depreciation and amortization of goodwill, minus (b) administrative
and sales expenses, plus the difference (if positive) or minus the difference (if negative) between
(c) aggregate gains and losses of the Borrower under Currency Agreements and Commodity Agreements
entered into by the Borrower relating to the sale by the Borrower of sugar or ethanol, all as
determined in accordance with GAAP. For the avoidance of doubt, gains and losses of the Borrower
under Interest Rate Agreements and Currency Agreements relating to financial assets and liabilities
are not included in EBITDA.



     “Entitled Person” has the meaning set forth in Section 9.16.



     “Environmental Claim” means any administrative, regulatory or judicial action, suit,
written demand, directive, claim, lien, written notice of non-compliance or violation,
investigation or proceeding, notice of liability or potential liability, consent order or consent
agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials
or arising from alleged injury or threat of injury to health, safety or the environment, including
(a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to Environmental Law and (b) by any Governmental Authority or any third
party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.



     “Environmental Laws” means all Applicable Laws relating to contamination, pollution,
the protection of human health (with respect to exposure to Hazardous Materials) or the environment
or the transportation, treatment, storage, disposal, release, threatened release or handling of or
exposure to Hazardous Materials and any specific agreements entered into with any Governmental
Authority that include commitments related to any of the above.



     “Environmental Permit” means any permit, approval, identification number, license or
other authorization required under any Environment Law.



     “Event of Default” has the meaning set forth in Section 8.1.



     “Excluded Taxes” means (a) any taxes imposed on or measured by the net income of a
Lender, net profits taxes or franchise taxes imposed in lieu of net income taxes pursuant to the
laws of the jurisdiction (or any political subdivision of taxing authority thereof or therein) in
which such Lender is organized or in which the principal office or funding office of such Lender is
located, (b) any branch profits taxes or any similar taxes imposed by any jurisdiction described in
clause (a) above and (c) any withholding or other imposition of taxes that arises as a result of:



     (i) a present or former connection between such Lender and the relevant jurisdiction imposing
such tax, including carrying on business in, having a branch, agency or permanent establishment in,
or being resident in such jurisdiction but excluding any such connection which arises solely as a
result of such Lender having executed, performed its obligations under or received payment under
any of the Loan Documents or otherwise only by virtue of the Loan Documents; or



7









 





     (ii) the failure of a Lender to comply with Section 4.5(e).



     “Executive Order” has the meaning set forth in Section 6.25(a).



     “Existing Debt” means the Debt obligations of the Borrower outstanding as of the
Closing Date.



     “Existing Lien” has the meaning set forth in the definition of Permitted Liens.



     “Export Prepayment Facility” means that certain Export Prepayment Facility, dated as
of July 13, 2007, among Angélica Agroenergia Ltda., as the Borrower, the guarantors party thereto,
Rabobank Curaçao N.V., as the Paying Agent, Collection Agent and Lead Arranger, Banco Rabobank
International Brasil S.A., as the Administrative Agent and the Collateral Agent, and the lenders
party thereto, as amended from time to time.



     “Fair Market Value” means, with respect to any asset, the price (after taking into
account any liabilities relating to such assets) that could be negotiated in an arm’s-length free
market transaction, for cash, between a willing seller and a willing and able buyer, neither of
which is under any compulsion to complete the transaction, provided that the Fair Market Value of
any asset or group of assets with an estimated value of U.S.$1,000,000 or more shall be determined
by a firm of recognized standing selected by the Board of Directors of the Borrower.



     “Farms” has the meaning set forth in Section 3.4(b).



     “Federal Funds Rate” means, for any period, a fluctuating interest rate equal for each
day during such period to the weighted average of the rates (rounded upwards, if necessary, to the
next 1/16th of 1%) on overnight Federal funds transactions with members of the United
States Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a Business Day, the average
(rounded upwards, if necessary, to the next 1/16th of 1%) of the quotations for such day
on such transactions received by the Initial Lender from three (3) Federal funds brokers of
recognized standing selected by the Initial Lender.



     “Financial Officer” of any Person means the Corporate Controller, Treasurer or Chief
Financial Officer of such Person.



     “Fiscal Quarter” means a fiscal quarter of the Borrower.



     “Fiscal Year” means a fiscal year of the Borrower.



     “Fitch” means Fitch Ratings Ltd. or any successor
thereto.



     “GAAP” means generally accepted accounting principles (as in effect from time to time)
in Brazil.



     “Governmental Approval” means any action, order, authorization, consent, approval,
license, lease, ruling, permit, tariff, rate, certification, exemption, filing or registration
from, by or with any Governmental Authority.



8









 





     “Governmental Authority” means, with respect to any Person, any nation or government,
any state, municipality, province or other political or administrative subdivision thereof, any
central bank (or similar monetary or regulatory authority) thereof, any entity or branch of power
exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity exercising such functions and owned
or controlled, through stock or capital ownership or otherwise by any of the foregoing, any
arbitral bodies, or any self-regulatory organization, asserting jurisdiction over such Person.



     “Guarantee” by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor directly or indirectly guaranteeing or having the economic effect of
guaranteeing any Debt of any other Person (the “primary obligor”), including any
obligation, direct or indirect, contingent or otherwise, of the guarantor: (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) any Debt or other obligation to
purchase (or advance or supply funds for the purchase of) any security for the payment thereof, (b)
to purchase or lease property, securities or services for the purpose of assuring the owner of such
Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or
any other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt or other obligation, (d) as an account party in respect of any
letter of credit or letter of guarantee issued to support such Debt or other obligation or (e)
entered into for the purpose of assuring in any other manner the holder of such Debt of the payment
thereof or to protect such holder against loss in respect thereof (in whole or in part);
provided that the term “Guarantee” shall not include endorsements for collection or deposit
in the Ordinary Course of Business. The term “Guarantee” used as a verb has a corresponding
meaning.



     “Guarantee Agreement” means the agreement substantially in the form of Exhibit G.



     “Guarantor” means Adecoagro and any successors thereto.



     “Hazardous Materials” means (a) explosive or radioactive materials, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes,
wastes and all hazardous or toxic substances, wastes or other pollutants (including petroleum or
petroleum distillates) and (b) any other chemicals, materials or substances designated, classified
or regulated under any applicable Environmental Law.



     “Hedging Obligations” means the obligations of any Person pursuant to any Interest
Rate Agreement, Currency Agreement or Commodity Agreement or any combination of the foregoing
agreements.



     “IFRS” means International Financial Reporting Standards as adopted in the English
language by the International Accounting Standards Board.



     “Incur” means, with respect to any Debt or other obligation of any Person, to create,
issue, incur (including by conversion, exchange or otherwise), assume, Guarantee or otherwise
become liable in respect of such Debt or other balance sheet obligation of such Person (and
“Incurrence,” “Incurred” and “Incurring” will have meanings correlative to
the preceding).



     “indemnified person” has the meaning set forth in Section 9.4(b).



9









 





     “Indemnified Taxes” means Taxes on or in respect of any Loan Document or any payment
under any Loan Document or the recording, registration, notarization or other formalization of any
Loan Document, other than Excluded Taxes.



     “Initial Lender” means, initially, Deutsche Bank AG, London Branch, and, thereafter,
any other Lender designated as such by the Initial Lender in connection with an assignment of all
or any portion of the Initial Lender’s Loans, which designation shall be made in writing to the
Borrower in accordance with Section 9.3, at any time after the Second Borrowing Date.



     “Interest Coverage Ratio” means, as of any day, the ratio of (a) EBITDA to (b)
Interest Expense, in each case determined for the Measurement Period ended on such day (or, if such
day is not the last day of a Semi-Annual Period, on the last day of the most recently completed
Semi-Annual Period).



     “Interest Determination Date” means, with respect to any Interest Period,
approximately 11:00 a.m., London time on the second Business Day prior to the commencement of such
Interest Period.



     “Interest Expense” means, for any period, total interest expense of the Borrower
accrued and/or paid during such period with respect to all outstanding Debt of the Borrower
(including that portion attributable to Capital Lease Obligations in accordance with GAAP),
including, without limitation, all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers’ acceptance financing, and net fees and costs under
Interest Rate Agreements, in accordance with GAAP but excluding exchange variations.



     “Interest Payment Date” means the last day of any Interest Period.



     “Interest Period” means the period, (a) initially, commencing on (and including) the
Closing Date, and ending on the Second Borrowing Date and (b) thereafter, commencing on (and
including) the day on which the immediately preceding Interest Period expires, and ending on (but
excluding) the date which numerically corresponds to such date three (3) months thereafter (or, if
such month has no numerically corresponding day, on the last Business Day of such month);
provided that:



   (i) if such Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next following Business Day (unless such next following Business
Day is the first Business Day of a calendar month, in which case such Interest Period shall end on
the Business Day next preceding such numerically corresponding day);



   (ii) no Interest Period for any Loan may end later than the Maturity Date; and



   (iii) the term “Interest Period” shall include any period selected by the Initial Lender from
time to time in accordance with the definition of “Default Rate”.



     “Interest Rate Agreement” means, in respect of any Person, any interest rate
protection agreement (including, without limitation, interest rate swaps, caps, floors, collars,
derivative instruments and similar agreements) and/or other types of hedging agreements designed to
hedge interest rate risk of such Person.



10









 





     “International Farmland Holdings” means International Farmland Holdings LLC, a limited
liability company organized under the laws of Delaware.



     “Investment” means, with respect to any Person, (a) any direct or indirect advance,
loan or other extension of credit to another Person, (b) any capital contribution to another
Person, by means of any transfer of cash or other property to others or any payment for property or
services for the account or use of others or in any other form, (c) any purchase or acquisition of
Capital Stock, bonds, notes, or other Debt, or other instruments or securities issued by any other
Person, including the receipt of any of the above as consideration for the disposition of assets or
rendering of services, or (d) the acquisition, by purchase or otherwise, of all or a substantial
portion of the business or assets or Capital Stock or other beneficial ownership of, another
Person.



     “Judgment Currency” has the meaning set forth in Section 9.16.



     “Lenders” has the meaning set forth in the preamble.



     “Leverage Ratio” means, as of any day, the ratio of (a) Net Debt as of such day (or if
such day is not the last day of a Semi-Annual Period, as of the last day of the most recently
completed Semi-Annual Period) to (b) EBITDA, determined for the Measurement Period ended on such
day (or, if such day is not the last day of a Semi-Annual Period, on the last day of the most
recently completed Semi-Annual Period).



     “LIBO Rate” means, for any Interest Period with respect to the Loans:



     (a) the rate per annum (rounded to the nearest 1/16th of 1%) equal to the rate
determined by the Initial Lender as the London interbank offered rate on any page or other service
that displays an average British Bankers Association bbalibor for deposits in U.S. Dollars with a
term of or comparable to three (3) months, determined as of the Interest Determination Date for
such Interest Period; or



     (b) if the rate referenced in the preceding clause (a) is not available, the rate per annum
(rounded to the nearest 1/16th of 1%) determined by the Reference Bank as the rate per
annum that deposits in U.S. Dollars for delivery on the first day of the Interest Period quoted by
the Reference Bank to prime banks in the London interbank market for deposits in U.S. Dollars at
approximately 11:00 a.m. (London time) on the relevant Interest Determination Date in an amount
approximately equal to the principal amount of the Loans and for a term of or comparable to three
(3) months.



     “Lien” means any mortgage, lien (statutory or otherwise), pledge, hypothecation,
usufruct, fiduciary transfer (alienação fiduciária), charge, priority, encumbrance or other
security interest or any preferential arrangement (including a securitization) that has the
practical effect of creating a security interest.



     “Loans” means the loans made by the Initial Lender pursuant to this Agreement.



     “Loan Documents” means, collectively, this Agreement, the Notes, the Security
Documents and each other agreement, instrument or document executed in connection herewith



11









 




or therewith, in each case, as modified, supplemented or amended from time to time pursuant to the
terms hereof or thereof.




     “Majority Lenders” means, at any time of determination on or after the Closing Date,
Lenders having more than 50% of the aggregate principal amount of the Loans then outstanding.



     “Mandate Letter” means that certain letter dated March 26, 2010 between the Borrower
and the Initial Lender in respect of the Loans contemplated hereby not in excess of
U.S.$70,000,000.



     “Margin Stock” has the meaning specified in Regulation U of the Board of Governors of
the U.S. Federal Reserve System.



     “Material Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, assets or liabilities (actual or contingent) of the
Borrower, (b) the ability of the Borrower to perform its obligations under the Loan Documents to
which it is a party or the legality, validity, binding effect or enforceability against the
Borrower of a Loan Document to which it is a party, (c) the rights and/or remedies of any of the
Lenders hereunder or under any of the other Loan Documents to which such Lender is a party or (d)
the Collateral.



     “Maturity Date” means the date that is the third anniversary of the Closing Date;
provided that if any such date is not a Business Day, the Maturity Date shall be the next Business
Day.



     “Maximum Capital Expenditure Amount” has the meaning set forth in Section 7.27(c).



     “Measurement Period” means, as of any day, the period of four (4) consecutive Fiscal
Quarters of the Borrower, ended on such day (or, if such day is not the last day of a Semi-Annual
Period, then ended on the last day of the most recently completed Semi-Annual Period), taken as one
accounting period.



     “Minimum Balance” means, as of any day, the U.S. Dollar amount equivalent to the
interest due and payable on the Loans on the next succeeding Interest Payment Date pursuant to
Section 3.2, calculated on such day using the LIBO Rate applicable to the Loans as of such date,
other than on the Closing Date, in which case it shall be calculated using the LIBO Rate as of the
day that is two (2) Business Days prior to the Closing Date.



     “Minimum Balance Shortfall” has the meaning set forth in Section 3.7(b)(iv).



     “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



     “Net Cash Proceeds” means, with respect to any event, (a) the cash proceeds received
in respect of such event including (i) any cash received in respect of any non-cash proceeds, but
only as and when received and (ii) in the case of a Casualty Event, insurance awards, minus (b) the
sum of (i) all reasonable and customary fees, underwriting discounts, commissions, premiums and
out-of-pocket expenses paid by the Borrower to third parties (other than Affiliates) in connection
with such event, (ii) in the case of an Asset Sale or a Casualty Event with respect to Other
Borrower Property, the amount of all payments required to be made by the Borrower as a result of
such event to repay Debt (other than the Loans) secured by such asset (if



12









 




and to the extent required under the terms of the facility documents evidencing such Debt) and
(iii) the amount of all Taxes paid (or reasonably estimated to be payable) by the Borrower in
connection with such event.




     “Net Debt” means, as of any date, the Debt of the Borrower minus cash and cash
equivalents of the Borrower, as reflected on the Borrower’s balance sheet as of such date (or as
would be required to be reflected on the Borrower’s balance sheet if such a balance sheet were
prepared on such date).



     “Note” has the meaning set forth in Section 2.3.



     “Notice of Borrowing” has the meaning set forth in Section 2.2.



     “Obligations” means (a) the principal of and premium, if any, and interest (including
any amounts that accrue after as well as before any bankruptcy, insolvency, reorganization,
recuperação judicial, recuperação extrajudicial, liquidation, falência, dissolution, arrangement or
winding up or composition or readjustment of debts of the Borrower) on the Loans and any fees,
indemnities contract causes of action, costs, expenses or otherwise and (b) all other obligations
(monetary or otherwise, whether absolute or contingent, matured or unmatured, direct or indirect)
now or hereafter existing of the Borrower arising under or in connection with the Loan Documents,
in each case when due (whether at stated maturity, upon acceleration or otherwise).



     “Ordinary Course of Business” means, with respect to a Person, the ordinary course of
business consistent with past practice of such Person.



     “Organizational Documents” means, with regard to any Person: (a) its articles of
incorporation or other similar document, (b) its estatuto sociais, contrato sociais, by-laws or
other similar document, (c) any certificate of designation or other document to which such Person
is a party relating to the rights of preferred shareholders or other holders of Capital Stock of
such Person, (d) any shareholder rights agreement, joint venture agreement or other similar
agreement to which such Person is party and (e) all binding resolutions and consents of the
shareholders, the quotaholders, the board of directors (or any committee thereof) or similar
governing body of such Person, and, in each case, including all amendments thereto.



     “Other Borrower Property” has the meaning set forth in Section 3.4(b).



     “Participant” has the meaning set forth in Section 9.8(f).



     “Patriot Act” has the meaning set forth in Section 6.25(a).



     “Permitted Liens” means:



     (a) Liens imposed by Applicable Law that were incurred in the Ordinary Course of Business, in
each case for sums not yet delinquent by more than forty-five (45) days or being contested in good
faith by appropriate proceedings diligently conducted, and for which a reserve or other appropriate
provisions, if any, as shall be required by GAAP, shall have been made, including carriers’,
warehousemen’s and mechanics’ liens, statutory landlords’ liens and other similar liens and
encumbrances arising in the Ordinary Course of Business, in each case that do



13









 




not materially detract from the value of the Property subject thereto or materially impair the use
thereof in the operations of the business of the Person owning such Property;




     (b) Liens imposed by Applicable Law to secure Taxes, assessments and other governmental
charges or levies, in each case the payment of which is not yet due or is being contested in good
faith by appropriate proceedings diligently conducted and for which a reserve or other appropriate
provisions, if any, as shall be required by GAAP, shall have been made;



     (c) judgment Liens and (to the extent required by the applicable court) pre-judgment Liens in
existence for less than forty-five (45) days after the entry thereof or with respect to which
execution has been stayed or the payment of which is covered in full (subject to a customary
deductible) by insurance maintained with responsible insurance companies and which do not otherwise
result in an Event of Default under Section 8.1(i);



     (d) Liens incurred in the Ordinary Course of Business in connection with workers’
compensation, unemployment insurance or other similar social security legislation;



     (e) Liens incurred to secure performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature
(other than for borrowed money), in each case in the Ordinary Course of Business, so long as no
foreclosure, sale or similar proceedings have been commenced with respect to any portion of the
Collateral on account thereof;



     (f) survey exceptions, encumbrances, easements or reservations of, or rights of others for,
licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions that do not materially detract from the value of the
Property subject thereto or materially impair the use thereof in the operations of the business of
the Person owning such Property;



     (g) Liens existing on the Closing Date (the “Existing Liens);



     (h) Liens securing obligations under Working Capital Debt, to the extent such Working Capital
Debt is permitted to be incurred pursuant to Section 7.21, provided that in no event shall the fair
market value of the Property encumbered by any such Lien exceed 150% of the value of the Working
Capital Debt secured by such Lien; or



     (i) Liens securing the Real Term Loan.



     “Person” means any individual, corporation, company, voluntary association,
partnership, limited liability company, joint venture, trust, unincorporated organization,
Governmental Authority or other entity of whatever nature.



     “PGA” means Pinheiro Guimarães Advogados, special Brazilian counsel to Deutsche Bank
AG, London Branch, as the Initial Lender.



     “Prime Rate” means the average of the rate of interest per annum publicly announced
from time to time by the Reference Bank as its prime lending rate. Each change in the Prime Rate
will be effective for purposes hereof from and including the date such change is publicly announced
as being effective.



14









 





     “Process Agent” has the meaning set forth in Section 9.13(b).



     “Property” of any Person means any property, rights or revenues, or interest therein,
whether tangible or intangible, of such Person.



     “Real Term Loan” means that certain term loan contemplated to be provided by Banco do
Brasil in a principal amount not in excess of R$73,000,000 or any similar financing not in excess
of such principal amount provided by a commercial bank on market terms and pricing for a borrower
of similar credit quality; provided that in no event shall the final maturity or any
scheduled amortization thereunder with respect to more than 30% of the original principal amount
occur prior to the Maturity Date.



     “Reference Bank” means Deutsche Bank AG, London Branch.



     “Reinvestment Certificate” means, with respect to an Asset Sale, a certificate signed
by a senior officer of the Borrower stating that the Net Cash Proceeds of such Asset Sale are
intended to be reinvested as set forth in Section 3.4(a).



     “Restricted Payment” means (a) declaration or payment of any dividend or any
distribution (whether in cash, Capital Stock or other Property or in the form of subordinated Debt)
on or on account of the Capital Stock of the Borrower or (b) purchase, redemption, retirement or
other acquisition for value of any Capital Stock of the Borrower (including options, warrants or
other rights to acquire such shares of Capital Stock).



     “Reuters Screen LIBO Page” means the display designated as page “LIBO” on the Reuter
Monitor Money Rates Service or such other page as may replace the “LIBO” page on that service for
the purpose of displaying London interbank offered rates for the deposit of U.S. Dollars of major
banks.



     “ROF” means the registration of the relevant terms and conditions of the Loans under
the Declaratory Registry — Module Registry of Financial Transactions (Registro Declaratório
Eletrônico— Módulo Registro de Operações Financeiras) of the Data System of the Central Bank of
Brazil — SISBACEN, in accordance with applicable Central Bank regulations.



     “R$” means lawful money for the time being of Brazil.



     “Schedule of Payment” has the meaning set forth in Section
6.4.



     “Second Borrowing Date” means one (1) Business Day after the Bridge Facility Maturity
Date.



     “Security Documents” means the Brazil Mortgage, the Control Agreement, the Guarantee
Agreement, any other security agreement, pledge agreement, mortgage or other similar agreement and
each of the other agreements, instruments or documents, that creates or purports to create a Lien
or Guarantee in favor of the Initial Lender for the benefit of the Lenders in respect of the Loans.



     “Semi-Annual Period” means each period of six (6) months ending on June 30 and
December 31 of each calendar year.



15









 





     “Standard & Poor’s” means Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.



     “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership or other entity (a) of which outstanding Capital Stock representing more than
50% of the equity or more than 50% of the Voting Stock or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, directly or indirectly owned,
controlled or held or (b) that is otherwise controlled as of such date, by such Person and/or one
or more of its Subsidiaries.



     “Substitute Rate” has the meaning set forth in Section 4.2.



     “Taxes” means all present and future income, stamp, registration and other taxes and
levies, imposts, deductions, charges and withholdings whatsoever, and all interest, penalties or
similar amounts with respect thereto or with respect to the non-payment thereof, now or hereafter
imposed, assessed, levied or collected by any authority.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York.



     “United States” or “U.S.” means the United States of America.



     “U.S. Cash Equivalent Investments” means any of the following: (a) marketable direct
obligations of the government of the United States or any agency or instrumentality thereof or
obligations unconditionally guaranteed by the full faith and credit of the government of the United
States and repurchase agreements in respect of such securities, maturing not more than one (1) year
after its date of issuance; (b) commercial paper maturing not more than 270 days from the date of
issue, in an aggregate amount of no more than U.S.$10,000,000 per issuer outstanding at any time,
issued by any Person organized under the laws of any State (or the District of Columbia) of the
United States and rated at least “Prime-1” (or the then-equivalent grade) by Moody’s and “A-1” (or
the then-equivalent grade) by Standard & Poor’s; (c) certificates of deposit, banker’s acceptances
and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, any U.S. Permitted Financial Institution, maturing not more than one (1) year after
its date of issuance; and (d) investments in funds, substantially all of whose assets are composed
of securities of the types described in clauses (a), (b) and (c) above.



     “U.S. Dollars” and “U.S.$” mean lawful money for the time being of the
United States.



     “U.S. Permitted Financial Institutions” means any commercial bank that (a) is a Lender
or a member of the U.S. Federal Reserve System, (b) issues (or the parent of which issues)
commercial paper rated at least “Prime-1” (or the then-equivalent grade) by Moody’s and “A-1” (or
the then-equivalent grade) by Standard & Poor’s and (c) is organized under the laws of the United
States or any State (or the District of Columbia) thereof and has combined capital and surplus of
at least U.S.$1,000,000,000.



     “Voting Stock” of a Person means Capital Stock in such Person having power to vote for
the election of directors or similar officials of such Person or otherwise voting with respect to



16









 




actions of such Person (other than such Capital Stock having such power only by reason of the
happening of a contingency).




     “Working Capital Debt” means Debt of the Borrower, the proceeds of which are used for
working capital and general corporate purposes, maturing no later than eighteen (18) months after
the date of incurrence thereof, and which may be secured by the inventory of sugar and/or ethanol,
and by receivables arising out of the sale of ethanol, sugar, electric power and sugar cane.



     “1940 Act” has the meaning set forth in Section 6.23.



     Section 1.2 Other Interpretive Provisions. (a) The meanings of defined terms are
equally applicable to the singular and plural forms of the defined terms.



     (b) The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a
whole and not to any particular provision of this Agreement, and any subsection, clause, Section,
Article, Schedule and Exhibit references are to this Agreement unless otherwise specified.



     (c) The term “documents” includes any and all documents, instruments, written agreements,
certificates, indentures, notices and other writings, however evidenced (including electronically).



     (d) The term “including” is not limiting and (except to the extent specifically provided
otherwise) shall mean “including without limitation.”



     (e) Unless otherwise specified, in the computation of periods of time from a specified date to
a later specified date, the word “from” shall mean “from and including”, the words “to” and “until”
each shall mean “to but excluding”, and the word “through” shall mean “to and including”.



     (f) The terms “may” and “might” and similar terms used with respect to the taking of an action
by any Person shall reflect that such action is optional and not required to be taken by such
Person.



     (g) Unless otherwise expressly provided herein: (i) references to agreements (including this
Agreement) and other documents shall be deemed to include all subsequent amendments and other
modifications thereto, but only to the extent that such amendments and other modifications are not
prohibited by any Loan Document and (ii) references to any Applicable Law are to be construed as
including all statutory and regulatory provisions or rules consolidating, amending, replacing,
supplementing, interpreting or implementing such Applicable Law.



     (h) Unless otherwise specified, all monetary limits and thresholds that are expressed in one
currency are deemed to include the equivalent of such amount in any other currency.



17









 





ARTICLE II

THE CREDIT




     Section 2.1 Commitments. The Initial Lender agrees, on and subject to the terms and
conditions of this Agreement, and relying on the representations and warranties set forth herein,
to make to the Borrower Loans in the principal amount of (i) U.S.$30,000,000 on the Closing Date
and (ii) $20,000,000 on the Second Borrowing Date. Amounts repaid in respect of the Loans may not
be reborrowed. The borrowing of the Loans on the Second Borrowing Date shall be in a principal
amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof.



     Section 2.2 Borrowing Procedure. The Borrower shall give the Initial Lender
irrevocable notice of a request for a borrowing hereunder in substantially the form of Exhibit B
(the “Notice of Borrowing”) as provided in Section 3.6. Not later than 11:00 a.m. (New York
City time) on any Borrowing Date, the Initial Lender shall make available in U.S. Dollars the full
amount of the borrowing as specified in the Notice of Borrowing to the Borrower by wire transfer to
the U.S. Dollar-denominated account the Borrower specified in such Notice of Borrowing.



     Section 2.3 Note. The Loans shall be evidenced by promissory notes of the Borrower,
substantially in the form of Exhibit A with blanks appropriately completed in conformity herewith
(each, a “Note”). The Notes shall (a) be duly executed and delivered by the Borrower, (b)
be payable to the order of the Initial Lender or its assigns and be dated the applicable Borrowing
Date, (c) be in a principal amount equal to the principal amount of the Loans funded on such
Borrowing Date and be payable in the unpaid principal amount of the Loans evidenced thereby, (d)
mature on the Maturity Date and provide for repayment of principal as provided in Section 3.1, (e)
bear interest (and, if applicable, default interest) as provided in Section 3.2 and (f) be entitled
to the benefits of this Agreement and the other Loan Documents. The Initial Lender will note in its
internal records the amount of the initial Loans made by it hereunder and each Lender will note
each payment in respect of any Loan of such Lender hereunder, and will, prior to any transfer of
its Notes, endorse on the reverse side thereof the outstanding principal amount of the Loans
evidenced thereby. Failure to make any such notation, however, shall not affect the Borrower’s
obligations in respect of such Loans.



ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST




     Section 3.1 Repayment of the Loans. The Borrower agrees to pay to the Lenders the full
principal of the Loans on the dates and in accordance with the amortization schedule set forth on
Schedule 3.1; provided that the final principal installment shall be in an amount equal to
the aggregate principal amount of the Loans outstanding on the Maturity Date; and provided
 further that, if there is no borrowing on the Second Borrowing Date, the amortization schedule
will be reduced on a pro rata basis to reflect the total borrowing of U.S.$30,000,000. The Borrower
agrees that its obligations under this Agreement and the other Loan Documents are general
obligations of the Borrower secured by the Collateral and that the recourse of the Lenders in
respect thereof is not limited to the Collateral or any portion thereof.



18









 





     Section 3.2 Interest. (a) The Borrower agrees to pay or cause to be paid to the
Lenders interest on the unpaid principal amount of the Loans for the period from and including the
respective Borrowing Dates for such Loans to but excluding the date on which the Loans are paid in
full, in respect of each Interest Period, at a per annum rate equal to the LIBO Rate for such
Interest Period plus the Applicable Margin. The Borrower agrees that such payments will be
made in accordance with the provisions of this Article III. Such interest shall continue to accrue
after as well as before any bankruptcy, insolvency, reorganization, recuperação judicial,
recuperação extrajudicial, liquidation, falência, dissolution, arrangement or winding up or
composition or readjustment of debts of the Borrower.



     (b) Notwithstanding the foregoing, the Borrower agrees to pay or cause to be paid to the
Lenders interest on any and all overdue amounts outstanding under the Loan Documents at the Default
Rate during the existence and continuance of an Event of Default under Section 8.1(a), (d), (f),
(g) or (h).



     (c) Accrued interest on the Loans shall be payable on the last day of each applicable Interest
Period, on the Maturity Date, immediately upon acceleration and upon any prepayment of principal in
accordance with Section 3.3 or Section 3.4, with respect to the principal amount so prepaid;
provided that interest payable (whether on the Maturity Date, upon acceleration or otherwise) at
the Default Rate shall also be payable from time to time on demand by the Lenders.



     (d) On each Interest Determination Date, the Initial Lender shall determine the LIBO Rate for
the relevant Interest Period and shall give notice thereof to the Borrower; it being
understood that the Initial Lender’s failure to do so shall not affect the interest rate
applicable hereunder. If, on the Interest Determination Date, the Initial Lender is advised by the
Reference Bank that deposits in U.S. Dollars are not offered to the Reference Bank in the London
interbank market for such Interest Period, the Loans shall bear interest at an interest rate equal
to the sum of the Alternate Rate in effect from time to time and the Applicable Margin until such
time as the LIBO Rate can be determined.



     (e) Interest on the Loans (i) based upon the LIBO Rate shall be computed on the basis of a
year of 360 days and actual days elapsed (including the first day but excluding the last day)
occurring in the relevant Interest Period and (ii) based upon the Alternate Rate shall be computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days
elapsed (including the first day but excluding the last day).



     Section 3.3 Optional Prepayments. If permitted under Applicable Law, and subject to
Section 4.4 and foreign exchange rules in force at the time of any prepayment, the Borrower shall
have the right to prepay the Loans and the Notes, in whole or in part, at any time and from time to
time after the twelve (12)-month anniversary of the Closing Date, in the case of any partial
prepayment in an aggregate minimum amount of U.S.$10,000,000 and an integral multiple of
U.S.$1,000,000, in each case subject to the payment of the prepayment fees set forth in the table
below (the “Applicable Premium”):





19









 










	 	 	 
	 	 	Applicable Premium
	Months after the Closing Date	 	(% of principal amount being repaid)
	Months 13 to 20

	 	2.5%
	 
	Months 21 to 28
	 	1.5%
	 	 	 
	Months 29 to 33
	 	0.5%





; provided that (a) simultaneously with the making of such prepayment, the Borrower shall
pay all interest accrued on the amount prepaid to the date of prepayment and any Taxes, fees or
other amounts payable hereunder as a result of such prepayment; (b) the Borrower shall give the
Initial Lender notice of each such optional prepayment in accordance with Section 3.6 and, upon the
date specified in any such notice, the amount to be prepaid as specified in such notice shall
become due and payable hereunder; (c) each such prepayment shall be made only on an Interest
Payment Date unless the Borrower pays in full, simultaneously with the making of such prepayment,
any and all amounts payable in connection therewith pursuant to Section 4.4; (d) the Borrower shall
pay to the Lenders, in addition to any other amounts payable hereunder, the Applicable Premium (the
determination by the Initial Lender of the amounts payable by the Borrower under this clause (d)
shall be final and conclusive and shall be binding on the Borrower, absent manifest error); and (e)
each such prepayment shall be applied to prepay the remaining installments of principal under the
Loans in the inverse order of maturity. Amounts prepaid hereunder may not be reborrowed hereunder.




     Section 3.4 Mandatory Prepayments.



     (a) Asset Sales. No later than five (5) Business Days following the date of receipt by
the Borrower of Net Cash Proceeds from any Asset Sale, the Borrower shall apply 100% of the Net
Cash Proceeds from such Asset Sale to prepay the Loans; provided that, if such Asset Sale
does not involve the sale of Collateral and the Net Cash Proceeds from such Asset Sale do not, when
aggregated with the proceeds of all other Asset Sales carried out on or following the Closing Date,
exceed U.S.$10,000,000 or involve the sale of any Collateral, the Borrower shall not be obligated
to make such prepayment if and for so long as: (a) prior to the date of receipt of such Net Cash
Proceeds, the Borrower delivers to the Initial Lender a Reinvestment Certificate stating that it
intends to invest such Net Cash Proceeds in long-term productive assets used in the business of the
Borrower; and (b) such Investments are consummated within 180 days after the date of such Asset
Sale; provided, further that if all or any portion of such Net Cash Proceeds is not
ultimately so reinvested within such 180-day period, any remaining portion of such Net Cash
Proceeds shall, within one (1) Business Day of the expiration of such period, be applied to repay
the Loans.



     (b) Casualty Proceeds. No later than five (5) Business Days following the date of
receipt by the Borrower of Net Cash Proceeds from any Casualty Event relating to Property of the
Borrower other than inventory held for (x) sale in the Ordinary Course of Business or (y)
maintenance or other operational purposes in the Ordinary Course of Business, the Borrower shall
apply 100% of the Net Cash Proceeds from such Casualty Event to prepay the Loans; provided
that:




     (i) in the case of a Casualty Event relating to the Brazil Collateral or, to the
extent securing the Export Prepayment Facility on a first-lien basis, the Belo Amanhã Farm
and Ouro Verde Farm (such collateral, the “Farms”), the Borrower shall be



20









 






permitted either to: (A) apply the Net Cash Proceeds resulting from such Casualty Event
received by the Borrower to prepay any Debt under the BNDES Facility or Export Prepayment
Facility, as applicable, if and to the extent secured, on a first lien basis, by such
Brazil Collateral or Farms, as applicable (it being understood, however, that to the extent
such Debt so prepaid is less than the amount of Net Cash Proceeds so received, the Borrower
shall not be relieved of its obligation to make a mandatory prepayment pursuant to this
Section 3.4(b)), or (B) use such Net Cash Proceeds resulting from such Casualty Event to
restore the affected Property (provided, that, prior to the date of receipt by the
Borrower of such Net Cash Proceeds, in the case of clause (A), the Borrower has delivered
to the Initial Lender, for the benefit of all Lenders, written notice of its intention to
make such prepayment and, in the case of clause (B), that the Borrower has delivered to the
Initial Lender, for the benefit of all Lenders, a Casualty Certificate stating that it
intends to use such Net Cash Proceeds to restore the affected Property), it being
understood that, if, within one (1) year after the receipt by the Borrower thereof, any of
the Net Cash Proceeds resulting from a Casualty Event relating to the Brazil Collateral or
the Farms, as applicable, have not been applied to prepay such Debt under the BNDES
Facility or Export Prepayment Facility, as applicable, or used to restore such affected
Property, then Borrower shall, within five (5) Business Days of the expiration of such one
(1) year period, apply such Net Cash Proceeds to prepay the Loans; and




     (ii) in the case of a Casualty Event relating to any Property of the Borrower other
than the Collateral or the Farms (such property, “Other Borrower Property”), the
Borrower shall be permitted to reinvest such Net Cash Proceeds to restore such affected
Other Borrower Property, if and for so long as: (A) such Net Cash Proceeds do not, when
aggregated with any other Net Cash Proceeds of Casualty Events relating to Other Borrower
Property reinvested pursuant to this clause (ii), exceed U.S.$10,000,000; and (B) the
Borrower has delivered to the Initial Lender, for the benefit of all Lenders, a Casualty
Certificate prior to the date of receipt by the Borrower of such Net Cash Proceeds stating
that it intends to use such Net Cash Proceeds to restore the affected Property (it being
understood that, if, within 180 days after the receipt by the Borrower thereof, any of the
Net Cash Proceeds resulting from a Casualty Event have not been used to restore such
affected Other Borrower Property, then Borrower shall, within five (5) Business Days of the
expiration of such 180-day period, apply such Net Cash Proceeds to prepay the Loans).



     (c) Any mandatory prepayment as provided in this Section 3.4 shall be made together with
accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable
under this Agreement (including Section 4.4) but without premium or penalty (subject to Section
4.4) and shall be applied to prepay the remaining installments of principal under the Loans in the
inverse order of maturity. The Borrower shall give the Initial Lender notice of the proposed date
of each such mandatory prepayment provided for in this Section 3.4 as provided in Section 3.6 and,
upon the date specified in any such notice, the amount to be prepaid shall become due and payable
hereunder.



     Section 3.5 Payments. (a) All payments of principal, interest and other amounts to be
made to the Lenders under this Agreement shall be received in U.S. Dollars, in immediately
available funds, without deduction, set-off or counterclaim, not later than 11:00 a.m. (New York



21









 




City time) on the date on which such payment shall become due (each such payment received after
such time on such due date to be deemed to have been received on the next Business Day).




     (b) If the due date of any payment to any Lender under this Agreement or any other Loan
Document would otherwise fall on a day that is not a Business Day, then (to the extent not
otherwise provided for herein) such date shall be extended to the next Business Day and interest
(if any is applicable to such payment) shall be payable for any amount so extended for the period
of such extension.



     (c) Notwithstanding the provisions of Section 3.5(a), upon the occurrence of an Event of
Default the Lenders may, in their sole discretion, demand from the Borrower that any amounts owed
to them pursuant to this Agreement (including payments of interest and/or principal and any other
amounts due under the Loans) be made in Brazil, by delivering written notice to that effect to the
Borrower. Any amount to be paid in Brazil pursuant to this Section 3.5(c) shall be paid in the
Reais equivalent of the U.S. Dollar amount owed by applying the Real/U.S. Dollar commercial rate,
expressed as an amount of Reais per U.S. Dollar, as reported by the Central Bank on the SISBACEN
Data System and on its website (which, at the date hereof, is located at http://www.bcb.gov.br)
under transaction code PTAX 800 (“Consultas de Câmbio” or Exchange Rate Enquiries), Option 5,
“Venda” (“Cotações para Contabilidade” or Rates for Accounting Purposes) (such rate, the “BRL
Ptax”) one (1) Business Day prior to any date on which payment is to be made hereunder.



     (d) Except to the extent otherwise provided herein, to the extent that, at any time, there is
more than one Lender hereunder, each payment or prepayment of principal or interest on the Loans
shall be made pro rata in accordance with the respective amounts of principal or interest on the
Loans then due and payable to each Lender.



     Section 3.6 Certain Notices. The Notice of Borrowing shall be effective only if
received by the Initial Lender not later than 11:00 a.m. (New York City time) on the date two (2)
Business Days before the applicable Borrowing Date and shall specify (a) the date of the borrowing
as set forth in Section 2.1, (b) the principal amount of Loans to be borrowed on such date as set
forth in Section 2.1 and (c) the U.S. Dollar-denominated account of the Borrower for receipt of
funds. Each notice of optional prepayment, pursuant to Section 3.3(b) or mandatory prepayment,
pursuant to Section 3.4(c), shall be effective only if received by the Initial Lender not later
than 11:00 a.m. (New York City time) on the date five (5) Business Days before the date of such
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which date
shall be a Business Day).



     Section 3.7 Debt Service Reserve Account.



     (a) As collateral security for the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges and grants
to the Initial Lender, for the benefit of the Lenders, a continuing first priority security
interest in all of its respective right, title and interest in, to and under the Debt Service
Reserve Account and any and all Investment Property, Financial Assets or other Property (including
uninvested funds) from time to time credited thereto or deposited or carried therein, any and all
investments made with funds therein and any and all Proceeds of any of the foregoing (with the
terms “Investment Property,” “Financial Assets” and “Proceeds,” when used herein and



22









 




capitalized, having the meanings given such terms in Article 8 or Article 9, as the case may be, of
the UCC).




     (b) Deposits into, and transfers from, the Debt Service Reserve Account shall be made by the
Borrower as follows:




     (i) not later than one (1) Business Day after the Closing Date, an amount equal to the
Minimum Balance shall be transferred to the Debt Service Reserve Account from the proceeds
of the Loans;




     (ii) upon and during the continuation of any Event of Default pursuant to Section
8.1(a) or the acceleration of any amount payable by the Borrower or the Guarantor under the
Loan Documents pursuant to the last paragraph of Section 8.1, amounts in the Debt Service
Reserve Account may be applied by the Initial Lender (on behalf of the Majority Lenders),
first, to pay all unpaid fees, expenses and premiums, if any, owed hereunder, second, to
pay accrued interest on the Loans and any other overdue amounts (other than principal
payments), and third, to pay overdue principal payments on the Loans. The ability of the
Initial Lender to apply such amounts shall be in addition to any of the rights and remedies
under this Agreement or any other Loan Document. Payments from the Debt Service Reserve
Account shall be deemed to be made on behalf of the Borrower;




     (iii) the Borrower shall not have any right to give instructions with respect to the
Debt Service Reserve Account prior to the Maturity Date (except as provided in Section
3.7(b)(v));




     (iv) from and after one (1) Business Day after the Closing Date, the Borrower shall at
all times be required to cause the balance of the Debt Service Reserve Account to equal or
exceed the amount in U.S. Dollars equal to the Minimum Balance; provided that if, at any
time, the balance of the Debt Service Reserve Account is less than the Minimum Balance (any
such shortfall, the “Minimum Balance Shortfall”), then the Borrower shall not later
than ten (10) calendar days thereafter cause to be deposited into the Debt Service Reserve
Account an amount equal to the Minimum Balance Shortfall;




     (v) the balance of the Debt Service Reserve Account shall be invested in such U.S.
Cash Equivalent Investments as the Borrower may designate from time to time;
provided that during the continuance of any Default or Event of Default, the
balance of the Debt Service Reserve Account shall be invested in such U.S. Cash Equivalent
Investments as the Initial Lender (at the direction of the Majority Lenders) may from time
to time designate; and




     (vi) all deposits to the Debt Service Reserve Account shall be in U.S. Dollars and in
immediately available funds.



     Section 3.8 Set-Off; Sharing of Payments. (a) Without limiting any of the obligations
of the Borrower or the Guarantor or the rights of the Lenders hereunder or under any other Loan
Document, if the Borrower or the Guarantor shall fail to pay when due (whether at stated maturity,
by acceleration or otherwise) any amount payable by it hereunder or under any other Loan Document,
then (to the extent not in violation of Applicable Law) the Lenders are hereby



23









 




authorized at any time and from time to time, to the fullest extent permitted by law, without prior
notice to the Borrower or the Guarantor (which notice is expressly waived by it to the fullest
extent permitted by Applicable Law), to set-off and appropriate and apply against such amount any
and all deposits (general or special, time or demand, provisional or final, in any currency,
matured or unmatured) at any time held or any other obligations owing by such Lender or any
Subsidiary, Affiliate, branch or agency thereof to or for the credit or account of the Borrower or
the Guarantor, as applicable. Such Lender shall promptly provide notice to the Borrower or the
Guarantor, as applicable, of such set-off; provided, that failure by such Lender to provide
such notice to the Borrower or the Guarantor, as applicable, shall not give the Borrower or the
Guarantor, as applicable, any cause of action or right to damages or affect the validity of such
set-off and application. The rights of such Lender under this Section 3.8 are in addition to any
other rights and remedies (including, without limitation, any other rights of set-off) that such
Lender may have




     (b) If any other Lender shall obtain from the Borrower or the Guarantor payment of any
principal of or interest on the Loans, or payment of any other amount under this Agreement or the
other Loan Documents, through the exercise of any right of set-off, banker’s lien, counterclaim or
similar right or for any other reason, and, as a result of such payment, such Lender shall have
received a percentage of the principal of or interest on the Loans or such other amounts then due
under the Loan Documents in excess of such Lender’s share thereof, then it shall promptly notify
the Initial Lender and purchase from the applicable other Lenders participations in (or, if and to
the extent specified by any such other Lender, direct interests in) the Loans or such other
amounts, respectively, owing to such other Lender (or in interest due thereon, as the case may be)
in such amounts, and make such other adjustments from time to time, as shall be equitable, to the
end that all the applicable Lenders shall share the benefit of such excess payment (net of any
expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro
rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each Lender under the Loan Documents. To such end, each such Lender shall
make appropriate adjustments among themselves (by the resale of participations sold or otherwise)
if such payment is rescinded or must otherwise be restored.



     (c) Nothing contained in this Section 3.8 shall require any Lender to exercise any such right
or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any
such right with respect to any other Debt or obligation of the Borrower or the Guarantor.



ARTICLE IV

YIELD PROTECTION, ETC.




     Section 4.1 Additional Costs. (a) If the adoption or effectiveness of any Applicable
Law, or any change in any Applicable Law, or any change in the interpretation, administration or
application thereof by any Governmental Authority charged with the interpretation, administration
or application thereof, or compliance by any Lender (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any Governmental Authority (in
each case above, at any time on or after the date hereof), shall impose, modify or deem applicable
any reserve (including any such requirement imposed by the Board of Governors of the U.S. Federal
Reserve System), special deposit, insurance assessment or similar requirement against assets of,
deposits with or for the account of, or credit extended



24









 




by, any Lender (or its Applicable Lending Office) or shall impose upon any Lender (or its
Applicable Lending Office) or the London interbank market any other condition affecting its
obligation to make or maintain its Loans, and the result of any of the foregoing is to increase the
cost to such Lender (or its Applicable Lending Office) of making or maintaining its Loans, or to
reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or under any other Loan Document (other than Taxes), then the Borrower
shall pay to such Lender such additional amount(s) as will compensate such Lender (or its
Applicable Lending Office) for such increased cost or reduction.




     (b) If any Lender shall have determined that the adoption or effectiveness of any Applicable
Law regarding capital adequacy, or any change therein, or any change in the interpretation,
administration or application thereof by any Governmental Authority charged with the
interpretation, administration or application thereof, or compliance by it (or its Applicable
Lending Office) with any request or directive regarding capital adequacy (whether or not having the
force of law) of any Governmental Authority (in each case above, at any time on or after the date
hereof), has or would have the effect of reducing the rate of return on capital of such Lender (or
its parent or Applicable Lending Office) as a consequence of such Lender’s obligations hereunder or
its Loans to a level below that which such Lender (or its parent or Applicable Lending Office)
could have achieved but for such adoption, change, request or directive, then upon written demand
by such Lender, the Borrower, from time to time, shall pay to such Lender such additional amount as
will compensate such Lender (or its parent or Applicable Lending Office, as the case may be) for
such reduction.



     (c) Any Lender shall promptly notify the Borrower of any event of which it has knowledge that
will entitle such Lender to compensation pursuant to this Section 4.1 and shall provide the
Borrower with reasonable detail as to the basis of such Lender’s claim to compensation hereunder
and method for calculating such compensation. Before giving any such notice, such Lender shall
designate a different Applicable Lending Office if such designation: (i) will avoid the need for,
or reduce the amount of, such compensation and (ii) will not, in the good faith judgment of such
Lender, be disadvantageous to such Lender. A notice of a Lender claiming compensation under this
Section 4.1 and providing the information set forth above within the time set forth above shall be
conclusive evidence of its entitlement to such compensation and shall be binding upon the Borrower
in the absence of manifest error and such amounts shall be payable by the Borrower promptly (and,
in any event, within five (5) Business Days) after receipt of such notice (or, if such compensation
relates to future dates, by no later than the applicable dates indicated in such notice).



     Section 4.2 Substitute Basis. If, on or before the first day of any Interest Period
(an “Affected Interest Period”), the Majority Lenders determine that the LIBO Rate for such
Affected Interest Period will not be adequate to cover the cost to Lenders of making or maintaining
Loans for such Affected Interest Period, then each affected Lender shall determine (and shall
certify from time to time in a certificate delivered by such Lender to the Initial Lender and the
Borrower setting forth in reasonable detail the basis of the computation of such amount), which
determination shall be made in a commercially reasonable manner, the substitute rate basis
reflecting the cost to such Lender of funding its Loans for the Affected Interest Period, and such
substitute rate basis (the “Substitute Rate”) shall be binding upon the Borrower and shall
apply in lieu of the LIBO Rate for such Interest Period in the absence of manifest error and the



25









 




Loans shall bear interest from the first day of the Affected Interest Period at the Substitute Rate
plus the Applicable Margin.




     Section 4.3 Illegality. Notwithstanding any other provision of this Agreement, if the
adoption or effectiveness of or any change in any Applicable Law or in the interpretation,
administration or application thereof by any Governmental Authority (in each case, at any time on
or after the date hereof) shall make it (or be asserted by it to be) unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain its Loans hereunder (and, in
the opinion of such Lender, the designation of a different Applicable Lending Office would either
not avoid such unlawfulness or would be disadvantageous to such Lender), then such Lender shall
promptly notify the Borrower, following which notice, if such Applicable Law shall so mandate, such
Lender’s Loans shall be prepaid by the Borrower, together with accrued and unpaid interest thereon
and all other amounts payable to such Lender by the Borrower under the Loan Documents, on or before
such date as shall be mandated by such Applicable Law; provided that if it is lawful for such
Lender to maintain its Loans until the Interest Payment Date, then such payment shall be made on
the Interest Payment Date. Any such funds so prepaid may not be reborrowed.



     Section 4.4 Funding Losses. The Borrower shall pay to any Lender, upon the request of
such Lender, such amount as shall be sufficient (in the opinion of such Lender) to compensate such
Lender for any loss, cost or expense excluding the loss of any anticipated profits, but including
any such loss, cost or expense arising from the liquidation or redeployment of funds obtained by
such Lender to fund its Loans that bear interest based upon the LIBO Rate, or from fees payable to
terminate the deposits from which such funds were obtained that such Lender determines is
attributable to:



     (a) any optional or mandatory prepayment (including as a result of an acceleration due to an
Event of Default pursuant to Section 8.1) of such Loans for any reason on a date other than the
last day of an Interest Period or the Maturity Date;



     (b) the failure by the Borrower to borrow the Loans from the Initial Lender for any reason
(including the failure of any of the conditions precedent specified in Article V to be satisfied or
waived) on the Closing Date or the Second Borrowing Date; or



     (c) any failure to prepay such Loans in accordance with a notice of prepayment under Section
3.3 or Section 3.4, as applicable.


Any Lender shall furnish to the Borrower a notice setting forth the basis and amount of each
request by such Lender for compensation under this Section 4.4, which notice shall provide
reasonable detail as to the calculation of such loss, cost or expense, and shall be conclusive
evidence of its entitlement to such compensation and shall be binding upon the Borrower in the
absence of manifest error and such amounts shall be payable by the Borrower promptly (and, in any
event, within five (5) Business Days) after receipt of such notice (or, if such compensation
relates to future dates, by no later than the applicable dates indicated in such notice).




     Section 4.5 Taxes.



     (a) Unless otherwise required by Applicable Law, all payments by or at the direction of the
Borrower on account of the principal of and interest on the Loans, and fees and all other



26









 




amounts payable under the Loan Documents by the Borrower to or for the account of any Lender,
including amounts payable under clauses (b) and (c), shall be made free and clear of and without
reduction or liability for or on account of any Indemnified Taxes.




     (b) The Borrower shall indemnify each Lender against, and reimburse each Lender on demand for,
any Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section 4.5) paid by such Lender and any loss, liability, claim or
expense, including interest, penalties and legal fees, arising therefrom or with respect thereto,
whether or not such Indemnified Taxes were correctly or legally asserted; provided,
however, that the Borrower shall not be required to indemnify any such amounts payable to
any Lender to the extent attributable to such Lender’s failure to comply with the requirements of
clause (e) below. Such indemnification shall be made within thirty (30) days after the date any
Lender provides certification setting forth in reasonable detail the basis for the payment of such
Indemnified Taxes and the amount thereof.



     (c) If any Person (including the Borrower) making a payment under the Loan Documents on behalf
of the Borrower shall be required by Applicable Law or otherwise to deduct or withhold any Taxes
from any amounts payable to any Lender, under or in respect of the Loans or Loan Documents, then
(i) such Person shall deduct or withhold and pay such Taxes in accordance with such Applicable Law
or otherwise and (ii) if such Taxes are Indemnified Taxes, the Borrower shall promptly pay the
Lender entitled to such amount such additional amounts as may be required, after the deduction or
withholding of such Indemnified Taxes (including any Indemnified Taxes on any such additional
amounts), to enable such Lender to receive on the due date therefor an amount equal to the full
amount stated to be payable to such Lender under the Loan Documents; provided, however,
that the Borrower shall not be required to increase any such amounts payable to any Lender to the
extent attributable to such Lender’s failure to comply with the requirements of clause (e) of this
Section 4.5 below.



     (d) Upon the payment of Indemnified Taxes to any Governmental Authority required under this
Section 4.5, the Borrower shall furnish to the applicable Lender, within thirty (30) days after the
date that such payment is made, the original or a certified copy of a receipt evidencing payment
thereof or, if such original or copy of a receipt is not available from the relevant taxing
authority, other documentation of payment reasonably satisfactory to such Lender.



     (e) Each Lender that is entitled under Applicable Law to an exemption from or reduction of
withholding tax with respect to any payments made by (or on behalf of) the Borrower pursuant to the
Loan Documents agrees (or shall be deemed to have agreed) to comply with any certification,
identification, information, documentation or other reporting requirement if: (i) such compliance
is required by Applicable Law as a precondition to such exemption or reduction and (ii) at least
thirty (30) days before the first date with respect to which the Borrower shall apply this
paragraph with respect to such requirement, the Borrower shall have notified the relevant Lender
that such Lender will be required to comply with such requirement; provided that compliance
with any such requirement shall not apply to the extent that it would require disclosure by any
Lender of information that such Lender in good faith considers to be confidential or otherwise
materially disadvantageous to disclose, would expose such Lender to any unindemnified cost, risk or
expense or be disadvantageous to it.



27









 





     (f) Should a Lender become subject to Indemnified Taxes and not be entitled to receive
additional amounts or to be indemnified because of its failure to comply with the requirements of
paragraph (e) of this Section 4.5, the Borrower shall take such steps as such Lender shall
reasonably request at the expense of such Lender to assist such Lender to recover such Indemnified
Taxes.



     (g) If the Borrower reasonably determines that any Indemnified Taxes as to which it made a
payment of additional amounts to a Lender pursuant to clause (c) were erroneously assessed, then
the Borrower may notify such Lender of its determination thereof (along with a detailed description
of the reason why the Borrower believes that such Indemnified Taxes were erroneously assessed) and
request that such Lender refund to the Borrower the amount of such additional amounts. Upon its
receipt of any such notice, and if such Lender determines (in good faith) that the Borrower’s
determination with respect to such matter is correct, then such Lender shall (at the request and
expense of the Borrower) reasonably cooperate with the Borrower in seeking a refund from the
appropriate Governmental Authority of any such Indemnified Taxes erroneously assessed by, and paid
to, such Governmental Authority.



     (h) The Borrower agrees to pay all present and future stamp, transfer (except for transfer
taxes, if any, imposed on an assignment pursuant to Section 9.8 of this Agreement), court or
documentary taxes or any other excise or property taxes, charges or similar levies and any related
interest or penalties incidental thereto imposed by any taxing authority that arise from any
payment made by (or on behalf of) the Borrower under the Loan Documents, from the execution,
delivery, enforcement or registration of the Loan Documents or from any filing, registration or
recording contemplated by the Loan Documents, or otherwise in connection with the Loan Documents.



     (i) If any Lender receives any refund of any Indemnified Taxes from the authority to which
such Indemnified Taxes were paid which it determines in its reasonable discretion is attributable
to Indemnified Taxes for which the Borrower has paid any additional amounts or indemnified amounts
pursuant to this Section 4.5, then such Lender shall repay such refund with any interest received
thereto, net of all out-of-pocket expenses of such Lender; provided, however, that the
Borrower agrees to promptly return such refund or any portion thereof (plus penalties, interest or
other charges) upon notice from such Lender that such refund or any portion thereof is required to
be repaid to the relevant Governmental Authority. No Lender shall be obligated to disclose its tax
return or any other information regarding its tax affairs or computations to the Borrower in
connection with this clause (i) or any other provision of this Section 4.5.



ARTICLE V

CONDITIONS PRECEDENT




     Section 5.1 Conditions Precedent to the Closing Date. The occurrence of the Closing
Date is subject to the satisfaction or waiver of each of the following conditions precedent, and
the receipt by the Initial Lender of the following documents, each in form and substance reasonably
satisfactory to the Initial Lender:



28









 





     (a) Loan Documents. This Agreement, the Note required to be delivered on the Closing
Date, and each Security Document shall have been duly executed and delivered by each party thereto.



     (b) Notice of Borrowing. A Notice of Borrowing duly executed by the Borrower in
accordance with Section 3.6.



     (c) Corporate Documents. Certified copies of:




     (i) the Organizational Documents of the Borrower and the Guarantor, certified as of
the Closing Date as true and correct and in full force and effect in their delivered form
as of such date by (x) an appropriate secretary or an assistant secretary of the Borrower
or the Guarantor, as the case may be, as to effectiveness and (y) (A) in the case of the
Borrower, a Brazilian notary public as to authenticity and (B) in the case of the
Guarantor, the Secretary of State of Delaware as to authenticity (through delivery of a
certified certificate of formation and certificate of good standing); and




     (ii) all documents evidencing all necessary corporate action (including any necessary
resolutions of the Board of Directors or of the shareholders of the Borrower and the
Guarantor, as applicable) and governmental approvals, if any, with respect to the
authorization for the execution, delivery and performance of each Loan Document and the
transactions contemplated hereby and thereby, certified by an appropriate secretary or an
assistant secretary of the Borrower or the Guarantor, as applicable, which certificates
shall state that the resolutions or other information referred to in such certificates have
not been amended, modified, revoked or rescinded as of the date of such certificates and
are in full force and effect.



     (d) Incumbency Certificate. A certificate of each of the Borrower and the Guarantor as
to the authority, incumbency and specimen signatures of the individuals who have executed the Loan
Documents and other documents contemplated hereby or thereby (including the certificates
contemplated in Section 5.1(c) above and (k) below) on behalf of the Borrower or the Guarantor, as
applicable.



     (e) Opinions of Counsel.




     (i) An opinion, dated the Closing Date, of Vieira, Rezende, Barbosa e Guerreiro
Advogados, special Brazilian counsel to the Borrower, substantially in the form of Exhibit
E; and




     (ii) an opinion, dated the Closing Date, of Milbank, Tweed, Hadley & McCloy LLP,
special New York counsel to the Borrower and the Guarantor, substantially in the form of
Exhibit F.



     (f) Process Agent Acceptance. A letter from the Process Agent indicating its
irrevocable consent to its appointment as process agent for the Borrower and accepting its
appointment as process agent for the Borrower in connection with the transactions contemplated by
the Loan Documents to which it is a party.



29









 





     (g) Fees. Evidence of payment of the fees, costs and expenses then due and payable
under Section 9.4 and the Mandate Letter; provided that the applicable invoices under
Section 9.4 shall be delivered to the Borrower at least one (1) Business Day prior to the Closing
Date.



     (h) Regulatory Information. All documentation and other information required by bank
regulatory authorities under applicable “know your customer” and anti-money laundering laws, rules
and regulations, including, without limitation, Anti-Terrorism Laws.



     (i) Security Documents. The Brazil Mortgage, the Control Agreement and the Guarantee
Agreement shall have been duly authorized, executed and delivered by the parties thereto and shall
be in full force and effect on the Closing Date, together with evidence of the taking of the
following actions required to perfect the Liens created by the Security Documents, in the
Collateral:




     (i) completed requests for information, dated on or before the Closing Date, listing
all effective UCC financing statements or other appropriate documents filed or recorded in
the jurisdictions referred to above that name the Borrower or the Guarantor as debtor,
together with copies of such financing statements or other documents;




     (ii) execution and delivery of the Control Agreement with respect to the Debt Service
Reserve Account; and




     (iii) delivery of a UCC-1 financing statement with respect to the Collateral described
in Section 3.7(a) for filing in the office of the District of Columbia Recorder of Deeds,
naming the Initial Lender as the Secured Party;


provided, that the registration of the Brazil Mortgage shall not be a condition precedent
to the occurrence of the Closing Date.




     (j) Approvals. The Initial Lender shall have received copies of all licenses,
consents, authorizations and approvals of (including without limitation exchange control
approvals), and notices to and filings, and registrations with, any Governmental Authority (other
than (i) the Central Bank to the extent such approvals are permitted hereunder to be delivered
after the Closing Date and (ii) the filings with and registrations of the relevant registries in
Brazil to the extent such filings are made and registrations received after the Closing Date
pursuant to Section 7.18(a)), and of all third-party consents and approvals, if any, required in
connection with the making, execution, delivery and performance by the Borrower and the Guarantor
of the Loan Documents to which it is a party.



     (k) Certificate. A certificate signed by the chief financial officer of the Borrower,
on behalf of the Borrower and dated as of the Closing Date, to the effect that, both before and
after giving effect to the borrowing of the applicable Loan: (i) all representations and warranties
made by the Borrower contained in each of the Loan Documents are true and correct in all material
respects on and as of such date (it being understood that any representation or warranty
which by its terms is made as of a specific date shall be required to be true and correct only as
of such specified date), (ii) the Borrower is in compliance with all of its respective covenants
and agreements contained in any Loan Document, (iii) no Default or Event of Default exists or would
result therefrom, (iv) since December 31, 2009, no event or circumstance has occurred that has had,
or could reasonably be expected to have, a Material Adverse Effect and (v) the documents



30









 




delivered in connection with Section 5.1(j) represent all necessary licenses, consents,
authorizations and approvals of, and notices to and filings and registrations with, any
Governmental Authority (other than the Central Bank) required in connection with its
performance of its obligations under this Agreement.




     (l) Insurance Policies. The Borrower shall have delivered to the Initial Lender a copy
of, or a certificate of coverage under, the insurance policies required to be maintained under the
Loan Documents, in form and substance satisfactory to the Initial Lender.



     (m) Legal Matters. No Applicable Law shall, in the reasonable judgment of the Initial
Lender, restrain, prevent or impose materially adverse conditions upon the transactions
contemplated hereby and under the Loan Documents and all corporate and other proceedings, and all
documents and other legal matters in connection with the transactions contemplated hereby and under
the Loan Documents, shall be satisfactory in form and substance to the Initial Lender and its
counsel.



     (n) Financial Statements. The Borrower shall have delivered to the Initial Lender (i)
audited consolidated financial statements for each of the Fiscal Years ended December 31, 2007,
2008 and 2009 of each of the Borrower and International Farmland Holdings, prepared in accordance
with GAAP and IFRS, respectively, in each case audited by independent accountants of recognized
international standing and consisting of a balance sheet and the related statements of income,
stockholders’ equity and changes in financial position for the Fiscal Year ending on such date, and
(ii) unaudited financial statements of each of the Borrower and International Farmland Holdings as
of and for the Fiscal Quarter ended March 31, 2010, certified by the Borrower’s or International
Farmland Holdings’ chief financial officer, as applicable, consisting of a balance sheet and the
related statements of income, stockholders’ equity and changes in financial position for the Fiscal
Quarter ending on such date.



     (o) Registration of ROFs. The relevant ROF shall have been issued and confirmed by the
Central Bank.



     (p) Debt Service Reserve Account. Evidence of the establishment of the Debt Service
Reserve Account.



     (q) No Litigation. No litigation, action, suit, investigation, claim, arbitration or
other judicial, governmental or administrative proceeding shall be pending or, to the knowledge of
the Borrower, threatened against the Borrower or the Guarantor or any business, property or right
of the Borrower or the Guarantor by or before any Governmental Authority or arbitrator that
purports to affect or pertain to this Agreement or any other Loan Document, or the transactions
contemplated hereby, or which individually or in the aggregate has had, or if adversely determined,
could reasonably be expected to have a Material Adverse Effect.



     Section 5.2 Conditions Precedent to Each Borrowing. The obligations of the Initial
Lender to make the Loans hereunder on any Borrowing Date are subject to the satisfaction or waiver
of each of the following conditions precedent, and the receipt by the Initial Lender of the
following documents, each in form and substance reasonably satisfactory to the Initial Lender:



     (a) Notice of Borrowing. A Notice of Borrowing duly executed by the Borrower in
accordance with Section 3.6.



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     (b) Note. A Note, duly executed by the Borrower, evidencing any borrowing of a Loan on
a Borrowing Date (including the Closing Date).



     (c) Certificate. With respect to the Second Borrowing Date, a certificate dated as of
such date signed by the chief financial officer of the Borrower and covering the matters described
in Section 5.1(k).



     (d) Opinions of Counsel. An opinion, dated the Second Borrowing Date, of Vieira,
Rezende, Barbosa e Guerreiro Advogados, special Brazilian counsel to the Borrower, substantially in
the form of Exhibit E.



     (e) Loan Documents. A copy of all amendments, supplements or other modifications
thereto, if any, to each Loan Document entered into prior to the applicable Borrowing Date.



     (f) Representations and Warranties. All representations and warranties made by the
Borrower in any Loan Document are true and correct in all material respects on and as of such date
(it being understood that any representation or warranty which by its terms is made as of a
specific date shall be required to be true and correct only as of such specified date).



     (g) Default. No Default or Event of Default shall exist or would result therefrom.



     (h) Security Documents. Evidence of the taking of all such other action as may be
required, in the opinion of counsel, under the laws of Brazil to perfect the Liens created by the
Brazil Mortgage as second priority Liens in the Brazil Collateral, including evidence of the
registration of the Brazil Mortgage with the appropriate registry of real estate properties in
Brazil; provided that such registration shall not be required until on or before ten (10)
calendar days after the date hereof.



     (i) Debt Service Reserve Account. The Debt Service Reserve Account shall have a
balance at least equal to the Minimum Balance.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES




     In order to induce the Lenders to enter into this Agreement and make the Loans hereunder, the
Borrower makes the following representations and warranties as set forth in relation to it, all of
which shall survive the execution and delivery of this Agreement and the Notes, to the Lenders on
the Closing Date and on the Second Borrowing Date, provided that any representation or
warranty that by its terms is made as of a specified date shall be required to be true and correct
only as of such specified date:



     Section 6.1 Existence, Power and Authority. Each of the Borrower and the Guarantor:
(a) is a corporation or a limited liability company, as the case may be, duly organized, validly
existing, and, to the extent applicable under the laws of its jurisdiction of organization, in good
standing under the laws of such jurisdiction of organization, (b) has all requisite corporate
power, and has all material Governmental Approvals, necessary to own or lease its Properties and
assets and carry on its business as now being or as proposed to be conducted and to do all things
necessary or appropriate in respect of its business, (c) except where the failure to do so would
not reasonably be expected to result in a Material Adverse Effect, is duly qualified and is
authorized



32









 




to do business and is in good standing in all jurisdictions in which the ownership, leasing or
operation of its property or the nature of the business conducted by it makes such qualification
necessary and (d) has full power, authority and legal right to make, execute, deliver and perform
its obligations under each of the Loan Documents to which it is a party and has taken all corporate
or other action necessary to authorize the making, execution, delivery and performance by it of
each such Loan Document as has been executed and delivered as of each date this representation and
warranty is made.




     Section 6.2 No Subsidiaries. The Borrower has no Subsidiaries.



     Section 6.3 Due Authorization, Etc. The execution, delivery and performance by each of
the Borrower and the Guarantor of the Loan Documents to which it is or is to be a party have been
duly authorized by all necessary corporate action (including any necessary shareholder action), and
do not: (a) contravene its Organizational Documents, (b) violate any Applicable Law, judgment,
award, injunction or similar legal restriction in effect or (c) conflict or be inconsistent with or
result in the breach of, or constitute a default or require any payment to be made under, any
contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument or other
contractual restriction binding upon or affecting it, any of its controlling shareholders, or any
of its or their respective Properties, or (except pursuant to the Loan Documents) result in the
creation of any Lien on any of its or their Properties. Neither the Borrower nor the Guarantor is
in violation of any such Applicable Law, judgment, award, injunction or in breach of any such
contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, except for
such violations that would not reasonably be expected to result in a Material Adverse Effect. No
provision of any Applicable Law imposes material adverse conditions upon the Loan Documents or any
of the Borrower’s or the Guarantor’s obligations thereunder.



     Section 6.4 No Additional Authorization Required. Except for (a)(i) the ROF, (ii) the
registration of the schedules of payment (esquema de pagamentos) within the ROF with the Central
Bank, which will enable the Borrower to make remittances from Brazil in order to effect payment of
scheduled principal and interest with respect to the Loans and the fees, expenses and commissions
referred to in the Loan Documents that will not be paid on the date of the entrance of the funds
into Brazil (the “Schedule of Payments”), (iii) any further special authorization from, or
notice to, as the case may be, the Central Bank that will enable the Borrower to make payments that
are specifically covered by the ROF and the Schedule of Payments on a date which is after the 120th
day from the original scheduled due date of such payment and (iv) any further special authorization
from the Central Bank which will enable the Borrower to make remittances from Brazil to make
payments under the Loan Documents not specifically covered by the ROF and the Schedule of Payments
and (b) the filing of (i) the Loan Documents, together with a Portuguese sworn translation thereof,
with the competent Brazilian registry of Deeds and Documents, and (ii) the Brazil Mortgage with the
competent Brazilian registry of real estate properties, all Governmental Approvals and other
actions by, and all notices to and filings and registrations with, any Governmental Authority, and
all third-party approvals required for (x) the due execution, delivery and performance by the
Borrower of the Loan Documents, (y) the legality, validity or enforceability of the Loan Documents
and (z) the perfection or maintenance of the Liens created under the Security Documents (including
the priority set forth therein) and the exercise by any Lender of its rights under the Loan
Documents or the remedies in respect of



33









 




the Collateral pursuant to the Security Documents, have been obtained and are in full force and
effect and true copies thereof have been provided to the Lenders.




     Section 6.5 Legal Effect. This Agreement and each other Loan Document to which it is a
party have been duly executed and delivered by the Borrower and the Guarantor, as applicable, and
are legal, valid and binding obligations of the Borrower and the Guarantor, as applicable,
enforceable against the Borrower and the Guarantor, as applicable, in accordance with their terms,
in each case, except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, recuperação judicial, recuperação extrajudicial, falência or other similar laws
relating to or affecting the enforcement of creditors’ rights generally and as may be limited by
equitable principles of general applicability.



     Section 6.6 Financial Statements.



     (a) The Borrower has furnished to the Initial Lender (i) audited consolidated financial
statements for each of the Fiscal Years ended December 31, 2007, 2008 and 2009 of each of the
Borrower and International Farmland Holdings, prepared in accordance with GAAP and IFRS,
respectively, in each case audited by independent accountants of recognized international standing
and consisting of a balance sheet and the related statements of income, stockholders’ equity and
changes in financial position for the Fiscal Year ending on such date, and (ii) unaudited financial
statements of each of the Borrower and International Farmland Holdings as of and for the Fiscal
Quarter ended March 31, 2010, certified by the Borrower’s or International Farmland Holdings’ chief
financial officer, as applicable, consisting of a balance sheet and the related statements of
income, stockholders’ equity and changes in financial position for the Fiscal Quarter ending on
such date. Such financial statements are complete and correct and present fairly, in all material
respects, the financial position of such Person and its consolidated Subsidiaries as at such date
and their results of operations and changes in financial position for such periods, all in
accordance with GAAP or IFRS, as applicable, applied on a consistent basis, subject, in the case of
unaudited financial statements, to year-end audit adjustments and the absence of footnotes;



     (b) the Borrower does not have any material, direct or contingent, liabilities, unusual
forward or long-term commitments or unrealized losses, including any Hedging Obligation, except as
disclosed in the financial statements referred to in clause (a) above or the notes thereto; and



     (c) since December 31, 2009, no event or circumstance has occurred that has had, or could
reasonably be expected to have, a Material Adverse Effect.



     Section 6.7 Ranking; Priority. The obligations of the Borrower under the Loan
Documents to which it is a party constitute, and will at all times constitute, direct and
unconditional general obligations of the Borrower and will at all times rank at least pari passu in
right of payment with all other present and future senior Debt of the Borrower; it being
understood that such other Debt may be secured by Liens as permitted by Section 7.11 (and, as
such, may have a prior claim to the Properties subject to such Liens) but no other Debt or other
obligations shall benefit from the Collateral (except as permitted herein).



34









 





     Section 6.8 No Actions or Proceedings. There is no litigation, action, suit,
investigation, claim, arbitration or other proceeding pending or, to the knowledge of the Borrower
or the Guarantor, threatened against the Borrower or the Guarantor or any business, property or
rights of the Borrower by or before any Governmental Authority or arbitrator that: (i) individually
or in the aggregate, has had or, if adversely determined, could reasonably be expected to have a
Material Adverse Effect or (ii) purports to affect or pertain to this Agreement, any other Loan
Document or the transactions contemplated hereby.



     Section 6.9 Commercial Activity; Absence of Immunity. The Borrower is subject to civil
and commercial law with respect to its obligations under the Loan Documents to which it is a party,
and the making and performance by it of such Loan Documents constitute private and commercial acts
rather than public or governmental acts. Neither the Borrower nor the Guarantor nor any of their
respective Properties (including the Collateral) is entitled to immunity on the grounds of
sovereignty or otherwise from the jurisdiction of any court or from any action, suit, set-off or
proceeding, or service of process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) in connection therewith, arising under the
Loan Documents.



     Section 6.10 Existing Debt and Liens. Set forth on (a) Schedule 6.10(a) is a complete
and accurate list of all Existing Debt having an outstanding principal amount or maximum commitment
amount of R$1,000,000 or more, in each case specifying the parties thereto, the outstanding
principal amounts thereof, any unborrowed amounts thereof and any guarantors thereof, and (b)
Schedule 6.10(b) is a complete and accurate list of all Existing Liens that secure Debt set forth
on Schedule 6.10(a) or exist in respect of any individual Property or asset of the Borrower with a
book value in excess of R$1,000,000, in each case, specifying the lienholder thereof, the principal
amount of the obligations secured thereby and the Property or assets of the Borrower subject
thereto.



     Section 6.11 Taxes. The Borrower has filed all tax returns required to be filed by it
(taking into account any applicable extensions) and has paid all Taxes shown to be due thereon and
payable, except such as are being contested in good faith by appropriate proceedings or would not
reasonably be expected to have a Material Adverse Effect.



     Section 6.12 Legal Form. (a) Each of the Loan Documents is (or upon its coming into
existence will be) in proper legal form under its governing law for the enforcement thereof in
accordance with their respective terms against the Borrower or the Guarantor, as applicable;
provided that, to ensure the legality, validity, enforcement or admissibility into evidence in a
legal or administrative proceeding in Brazil of any Loan Document: (i) the signatures of the
parties signing such document outside Brazil must be notarized by a notary public qualified as such
under the laws of the place of signing and the signature of such notary public must be
authenticated by a Brazilian consular officer at the competent Brazilian consulate; (ii) each of
the Loan Documents executed in English must be translated into Portuguese by a sworn translator and
filed, together with their respective English translation, with the competent Brazilian Registry of
Deeds and Documents; and (iii) to ensure perfection of the Collateral in Brazil, the Brazil
Mortgage must be filed with the competent Brazilian registry of real estate properties. Subject to
the preceding sentence, other than the authentication of the competent Brazilian consulate
described in clause (i), all formalities required in Brazil for the validity and enforceability
(including any necessary registration, recording or filing with any court or other



35









 




Governmental Authority) of each Loan Document have been accomplished (or, in the case of the
filings described in clause (ii) above, will be accomplished within ten (10) calendar days of the
Documentation Receipt Date, and in the case of the filings described in clause (iii) above with
respect to the Brazil Mortgage, will be accomplished within ten (10) calendar days of the date
hereof), and no Taxes are required to be paid for the validity and enforceability thereof except,
in the case of enforcing any Loan Document in Brazil, the litigating party (plaintiff) may have to
post security or a performance bond to secure the costs of the proceeding and the fees of the
opposite party’s (defendant) lawyer as required by Article 835 of the Brazilian Civil Procedure
Code.




     (b) It is not necessary in order for any Lender to enforce any rights or remedies under the
Loan Documents or solely by reason of the execution, delivery and performance by the Borrower of
the Loan Documents, that any Lender be licensed or qualified with any Brazilian Governmental
Authority, as applicable, or be entitled to carry on business in any jurisdiction.



     (c) Any certificate signed by any officer of the Borrower and delivered to the Initial Lender
(or its counsel) in connection with the Loans and this Agreement shall be deemed a representation
and warranty by the Borrower, as to matters covered thereby, to each Lender.



     Section 6.13 Full Disclosure. The information, reports, financial statements,
certificates, exhibits and schedules furnished from time to time in writing by (or on behalf of)
the Borrower to any Lender in connection with the Loan Documents or delivered hereunder or pursuant
thereto are true and accurate in all material respects and do not and will not contain any material
misstatement of fact or, taken as a whole, omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading on the
date as of which such information is stated or certified. There are no facts or circumstances known
to the Borrower that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect and that have not been disclosed to the Lenders.



     Section 6.14 Title to Assets; Insurance. (a) The Borrower has good and marketable
title to, or lawfully possesses a valid and subsisting leasehold estate in, all Property or assets
used in or otherwise material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to utilize such
Property or assets for its intended purpose, free and clear of all Liens or obligations to create
Liens, except for Liens permitted pursuant to Section 7.11, and has no knowledge of any pending or
contemplated condemnation proceeding or disposition in relation to such Property or assets. The
Borrower has good and marketable title to all Collateral to be pledged by it under the Security
Documents, and has full right, power and lawful authority to grant, bargain, sell, release, convey,
hypothecate, assign, mortgage, pledge, transfer and confirm all of its Property of whatever nature
constituting the Collateral, in each case in the manner and form to be done under the applicable
Security Documents, or intended to be done, in each case free and clear of all Liens, except for
Liens permitted pursuant to Section 7.11.



     (b) As of the effective date of each Security Document or, in the case of the Brazil Mortgage,
within ten (10) calendar days after the date hereof, the Security Documents create valid and
perfected security interests in the Collateral, with the priority as set forth therein, for the
benefit of the Lenders and, except as set forth herein or in the Security Documents, all filings



36









 




and actions necessary or desirable to perfect and protect such security interests have been duly
made and taken.




     (c) The Borrower has insured, with financially sound, responsible and reputable insurance
companies, the Properties used or useful in its business in such amounts and covering such risks
and liabilities as are customary for companies of good repute and of a similar size engaged in
similar businesses in similar locations owning and/or operating properties similar to those owned
and/or operated by the Borrower in the same general areas in which the Borrower owns and/or
operates its properties, in accordance with normal industry practice, except where failure to do so
would not have a material adverse effect on the Borrower. As of the Closing Date, such insurance is
in full force and effect and all premiums have been duly paid.



     Section 6.15 Intellectual Property. The Borrower owns, or is licensed to use, all
trademarks, trade names, copyrights, patents, patents applications and other intellectual property
necessary for the conduct of its business as presently conducted, and the use thereof by the
Borrower does not infringe upon the rights of any other Person, except for infringements that, in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No claim
has been asserted and is pending by any Person challenging or questioning the use of any such
intellectual property, nor does the Borrower know of any valid basis for any such claim.



     Section 6.16 No Default. No Default or Event of Default has occurred and is
continuing hereunder.



     Section 6.17 Compliance. Each of the Borrower and the Guarantor is in compliance with
(i) its Organizational Documents and all Applicable Laws and orders of any Governmental Authority
applicable to it or its Property and (ii) each material Contractual Obligation with respect to it
or its Property, except in the case of (i) above for such violations that would not reasonably be
expected to result in a Material Adverse Effect.



     Section 6.18 Solvency. Immediately after giving effect to the consummation of the
transactions contemplated in the Loan Documents on the Closing Date and immediately following the
making of each Loan and after giving effect to the application of the proceeds of each Loan, (a)
the fair value of the assets of the Borrower and the Guarantor, respectively, at a fair valuation,
will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) each of the
Borrower and the Guarantor will be able to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (c) each of the
Borrower and the Guarantor will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and proposed to be conducted
after such date.



     Section 6.19 Hedging. Each Hedging Obligation or transaction thereunder to which the
Borrower is a party (or is legally obligated to become a party) is based on the underlying value of
a product, interest rate or currency that is used by the Borrower in the Ordinary Course of
Business and was not entered into for speculative purposes.



     Section 6.20 Labor Matters. The Borrower is not engaged in any unfair labor practice.
The Borrower is not a party to any labor dispute that, individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect, and there are no strikes, walkouts,



37









 




lockouts or slowdowns against the Borrower pending or, to the knowledge of the Borrower,
threatened. There is no unfair labor practice complaint pending against the Borrower or, to the
knowledge of the Borrower, threatened against it that could reasonably be expected to have a
Material Adverse Effect. There is no grievance or significant arbitration proceeding arising out of
or under any collective bargaining agreement pending against the Borrower or, to the best knowledge
of the Borrower, threatened against it, in each case that, individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.




     Section 6.21 Environmental Matters.



     (a) The Borrower and its businesses, operations and property are in compliance with, and the
Borrower has no liability under, any applicable Environmental Law, except for any non-compliance or
liability that would not reasonably be expected to result in a Material Adverse Effect.



     (b) The Borrower has obtained all material Environmental Permits required for the conduct of
its businesses and operations, and the ownership, operation and use of its property, under
Environmental Law, and all such Environmental Permits are valid and in good standing, except for
any failure to obtain or maintain any such Environmental Permits as valid and in good standing that
would not reasonably be expected to result in a Material Adverse Effect.



     (c) There is no material Environmental Claim pending or, to the knowledge of the Borrower,
threatened, against the Borrower, or relating to the Property owned, leased or operated by the
Borrower or its predecessors in interest or relating to the operations of the Borrower, and to its
knowledge, there are no actions, activities, circumstances, conditions, events or incidents that
could form the basis of such an Environmental Claim, except in each case above for any
Environmental Claim that if adversely determined would not reasonably be expected to result in a
Material Adverse Effect.



     Section 6.22 Federal Reserve Regulations. The Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the purpose of buying
or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors of the U.S. Federal Reserve System, or that entails a violation by the Borrower of any
other regulations of the Board of Governors of the U.S. Federal Reserve System.



     Section 6.23 Investment Company Act. The Borrower is not required to register as an
“investment company”, as such term is defined in the Investment Company Act of 1940 (the “1940
Act”), as amended. Neither the borrowing of the Loans nor the application of the proceeds or
repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by
the Loan Documents will violate any provision of the 1940 Act or any rule, regulation or order of
the U.S. Securities and Exchange Commission promulgated thereunder.



     Section 6.24 Availability and Transfer of Foreign Currency. Except as set forth in
Section 6.4, the Borrower has obtained all foreign exchange control approvals or other
authorizations by the government of Brazil or any Governmental Authority thereof as are required to
assure the availability of U.S. Dollars to enable the Borrower to perform all of its



38









 




obligations under each Loan Document to which it is a party in accordance with the terms thereof.
Except as set forth in Section 6.4, there are no restrictions or requirements currently in effect
that limit the availability or transfer of foreign exchange for the purpose of the performance by
the Borrower of its respective obligations under this Agreement or any other Loan Document to which
the Borrower is a party.




     Section 6.25 Anti-Terrorism Laws.



     (a) None of the Borrower, International Farmland Holdings or any of their respective
Subsidiaries is in violation of any laws relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56 (the “Patriot Act”).



     (b) None of the Borrower, International Farmland Holdings or any of their respective
Subsidiaries is any of the following:




     (i) a Person or entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;




     (ii) a Person or entity owned or controlled by, or acting for or on behalf of, any
Person or entity that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;




     (iii) a Person or entity with which the Lenders are prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;




     (iv) a Person or entity that commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order; or




     (v) a Person or entity that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (“OFAC”) at its official website or any replacement website
or other replacement official publication of such list.



     (c) None of the Borrower, International Farmland Holdings or any of their respective
Subsidiaries (i) conducts any business or engages in making or receiving any contribution of funds,
goods or services to or for the benefit of any Person described in clause (b)(ii) above, (ii) deals
in, or otherwise engages in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.



     Section 6.26 Non-U.S. Operations. All of the operations of the Borrower are carried on
outside the United States.



     Section 6.27 Foreign Assets Control Regulations, Etc. None of the transactions
contemplated by the Loan Documents violates any of the United States Treasury Department



39









 




regulations contained in 31 C.F.R. Subtitle B, Chapter V, as amended, including the Foreign Assets
Control Regulations, the Cuban Assets Control Regulations, the Iranian Assets Control Regulations,
the Iranian Transaction Regulations, the Libyan Sanctions Regulations and the Iraqi Sanctions
Regulations.




     Section 6.28 Burdensome Agreements. The Borrower is not a party to any agreement or
instrument or subject to any corporate restriction that has resulted or could reasonably be
expected to result in a Material Adverse Effect.



ARTICLE VII

COVENANTS OF THE BORROWER




     Section 7.1 Corporate Existence; Inspection; Books and Records. (a) Except as
otherwise permitted under Section 7.16, the Borrower shall preserve, renew, and keep in full force
and effect its legal existence and maintain all Governmental Approvals, rights, privileges,
licenses and franchises necessary for the maintenance of its corporate existence and its good
standing. The Borrower shall not take any action, or conduct its affairs in a manner, that would
reasonably be expected to result in its corporate existence being ignored by any court of competent
jurisdiction or in its assets and/or liabilities being substantively consolidated with those of any
other Person in a bankruptcy, reorganization or other insolvency proceeding.



     (b) The Borrower will keep proper books of record and accounts in which full, true and correct
entries in accordance in all material respects with GAAP shall be made of all dealings and
transactions in relation to its business and activities. The Borrower shall permit representatives
of the Lenders, during normal business hours, at the cost and expense of the Borrower following at
least five (5) Business Days’ notice (and so long as no Default or Event of Default has occurred
and is continuing, no more than one time per six (6) month period), to examine, copy and make
extracts from its books and records, to inspect any of its Properties and to discuss its business
and affairs with its officers, directors and its independent public accountants; provided that the
Lenders shall treat any such information as Confidential Information.



     (c) The Borrower shall not amend, modify or otherwise change any of its Organizational
Documents in any way that would adversely affect the Lenders.



     Section 7.2 Compliance. The Borrower shall: (a) comply with the requirements of all
Applicable Laws (including all Environmental Laws) of any Governmental Authority, (b) comply with
all Contractual Obligations applicable to it, (c) timely file all required tax returns required to
be filed by it, except in the case of clauses (a), (b) and (c) of this Section 7.2 where failure to
do so (in the aggregate) could not reasonably be expected to have a Material Adverse Effect and (d)
pay and discharge at or before maturity all of its material obligations (including tax liabilities)
except where the same are contested in good faith and by proper proceedings and against which
adequate reserves are being maintained on the books of the Borrower in accordance with GAAP.



     Section 7.3 Maintenance of Property; Insurance. The Borrower shall maintain and
preserve all of its Properties used or useful in its business in good working order and condition,
ordinary wear and tear excepted, and keep such Property insured by financially sound and



40









 




reputable insurers in such amounts as are prudent and customary in the business in which it
operates, except, in each case, to the extent that the failure to do so (in the aggregate) would
not reasonably be expected to have a Material Adverse Effect (other than with respect to the
Collateral with respect to which no such exception shall apply).




     Section 7.4 Governmental Approvals. The Borrower shall maintain in full force and
effect all Governmental Approvals and file all applications or obtain additional authorizations as
required under Applicable Law, from time to time necessary for its authorization, execution and
delivery of the Loan Documents to which it is a party, for the due performance of all of its
obligations, and the exercise of all of its rights, under the Loan Documents to which it is a
party.



     Section 7.5 Reporting Requirements. The Borrower shall provide to the Initial Lender
copies of the following:



     (a) promptly and in any event within ninety (90) days after the end of each Fiscal Year, the
annual audited consolidated balance sheets of the Borrower and the related statements of
operations, stockholders’ equity and cash flows for such Fiscal Year (with the notes thereto),
setting forth in each case in comparative form the figures for the previous Fiscal Year, and a
report and opinion by Pricewaterhouse Coopers or other independent public accountants of recognized
international standing (without a “going concern” or like qualification or exception and without
any qualification or exception as to the scope of such audit) stating that such consolidated
financial statements present fairly in all material respects the financial position, results of
operations and cash flows of the Borrower on a consolidated basis in accordance with GAAP;



     (b) promptly and in any event within sixty (60) days after the end of each Fiscal Quarter of
each Fiscal Year, the unaudited consolidated balance sheet of the Borrower as of the end of such
Fiscal Quarter and the related statements of operations, stockholders’ equity and cash flows for
such Fiscal Quarter and for the then-elapsed portion of such Fiscal Year, setting forth in each
case in comparative form the figures for the comparative period or periods of (or, in the case of
balance sheet, as of the end of) the previous Fiscal Year, all certified by the Chief Financial
Officer of the Borrower as presenting fairly in all material respects the financial position,
results of operations and cash flows of the Borrower on a consolidated basis in accordance with
GAAP (subject to changes resulting from audit and normal year-end audit adjustments);



     (c) each time annual and quarterly financial statements are required to be delivered under
clauses (a) and (b) above, a certificate of the Chief Financial Officer of the Borrower, on behalf
of the Borrower (i) setting forth in reasonable detail and in form and substance satisfactory to
the Majority Lenders, the calculations required to determine compliance with the financial
covenants set forth in Section 7.27, (ii) showing the balance of the Debt Service Reserve Account,
(iii) stating that no Default has occurred and is continuing (or, if a Default has occurred,
specifying the details of such Default and the action that the Borrower or the Guarantor, as
applicable, has taken or proposes to take with respect thereto), (iv) at the time of the delivery
of the financial statements provided for in clause (a) above, the amount of Capital Expenditures
made during such Fiscal Year and the portion of the Maximum Capital Expenditures Amount to be
carried forward from such Fiscal Year to the present Fiscal Year, if any, and (v) at the time of
the delivery of the financial statements provided for in clause (b)



41









 




above listing all existing Debt of the Borrower, specifying the parties thereto, outstanding
principal amounts thereof and any security securing such Debt, current as of the last day of such
Fiscal Quarter;




     (d) promptly and in any event within five (5) Business Days after the Borrower obtains
knowledge of any Default or Event of Default, a certificate of the Chief Financial Officer of the
Borrower, on behalf of the Borrower, setting forth the details of such Default or Event of Default
and the action(s) that is/are being taken or is/are proposed to be taken with respect thereto;



     (e) promptly and in any event within five (5) Business Days after the Borrower obtains
knowledge thereof notice of any litigation, claim, investigation, arbitration, other proceeding,
controversy, event or development pending or, to its knowledge, threatened involving or affecting
the Borrower or the Guarantor:




     (i) that could reasonably be expected to have a Material Adverse Effect; or




     (ii) relating to this Agreement, the Collateral or any other Loan Document;



     (f) promptly and in any event within three (3) Business Days after the release, filing or
sending thereof: (i) copies of any press releases made public by or on behalf of the Borrower, (ii)
copies of any reports that the Borrower files with the CVM and (iii) in the event of a public
offering of (x) the Borrower’s Capital Stock that is registered with the CVM or its equivalent in
any jurisdiction other than Brazil or (y) the Capital Stock of any of the Borrower’s Affiliates
that is registered with the CVM or its equivalent in any jurisdiction other than Brazil, copies of
all proxy statements, financial statements and reports that the Borrower sends to its stockholders
and copies of all regular, periodic and special reports, and all registration statements, that the
Borrower files with any Governmental Authority that may be substituted therefor or with any
securities exchange;



     (g) promptly after obtaining knowledge of the occurrence thereof, information in writing and
in reasonable detail relating to (i) any release or discharge by the Borrower of any Hazardous
Material required to be reported under Environmental Laws to any Governmental Authority; (ii) any
condition, circumstance, occurrence or event that would be reasonably likely to result in a
material liability under Environmental Laws; and (iii) any proposed action to be taken by the
Borrower that would be reasonably likely to subject the Borrower to any material additional or
different requirements or liabilities under Environmental Laws; except for such releases,
discharges, conditions, circumstances, occurrences, events or proposed actions that, individually
or in the aggregate, would not be reasonably expected to have a Material Adverse Effect;



     (h) promptly, any documentation or other information that may be required and requested by any
Lender in order to enable compliance with applicable “know your customer” requirements;



     (i) promptly and in any event, within five (5) Business Days after the Borrower obtains
knowledge thereof, notice of any other event or development that could reasonably be expected to
have a Material Adverse Effect; and



42









 





     (j) from time to time, such other information with respect to the Borrower or the Guarantor,
the Loan Documents and/or the transactions contemplated hereby or thereby as the Lenders may
reasonably request.



     Section 7.6 Ranking; Priority. The Borrower shall promptly take all actions as may be
necessary to ensure that its obligations under the Loan Documents to which it is a party will at
all times constitute direct and unconditional general obligations thereof ranking at least pari
passu in right of payment with all of its other present and future senior unsecured Debt; it being
understood that such other Debt may be secured by Liens as permitted by Section 7.11 (and, as such,
may have a prior claim to the Properties subject to such Liens) but no other Debt or other
obligations shall benefit from the Collateral (except as provided herein).



     Section 7.7 Environmental Law. The Borrower shall (i) comply with all applicable
Environmental Laws and obtain and comply with and maintain any and all licenses, approvals,
registrations or permits required by applicable Environmental Laws, except to the extent that
failure of any of the foregoing would not be reasonably likely to have a Material Adverse Effect,
and (ii) conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under applicable Environmental Laws and promptly comply with all
orders and directives of all Governmental Authorities with respect to Environmental Laws, except to
the extent the same are being contested in good faith and by proper proceedings or that failure to
do so would not be reasonably likely to have a Material Adverse Effect.



     Section 7.8 Process Agent. The Borrower shall maintain in New York, New York, a Person
acting as agent to receive on its behalf and on behalf of its Property service of process and
capable of discharging the functions of the Process Agent set forth herein.



     Section 7.9 [Reserved.]



     Section 7.10 Amendment to Certain Agreements. The Borrower shall not terminate, amend,
supplement, waive, modify or change in any manner, or enter into any forbearance from exercising
any rights with respect to, any term or condition of any Organizational Document or Contractual
Obligation relating to any material Debt of the Borrower, if such termination, amendment,
supplement, waiver, modification or change would adversely affect the Lenders, without in each case
obtaining the prior written consent of the Majority Lenders to such termination, amendment,
supplement, waiver, modification, change or forbearance.



     Section 7.11 Negative Pledge.



     (a) The Borrower shall not, directly or indirectly, create, incur, assume or suffer to exist
any Lien on or with respect to the whole or any part of any Property of the Borrower, whether now
owned or hereafter acquired, other than (i) Permitted Liens and (ii) Liens created under the Loan
Documents.



     (b) The Borrower shall not enter into any Contractual Obligation other than the Loan Documents
that results in the creation of any Lien (other than an Existing Lien) on the Collateral.



     Section 7.12 Transactions With Affiliates. The Borrower shall not conduct any business
or enter into, renew or extend any transaction or series of similar transactions of any kind with
or for the benefit of any Affiliate of the Borrower, whether or not in the Ordinary



43









 




Course of Business, other than on fair and commercially reasonable terms substantially as favorable
to the Borrower as would be obtainable by the Borrower at the time in a comparable arm’s-length
transaction, or series of similar transactions, with a Person other than an Affiliate of such
Person.




     Section 7.13 Line of Business, Etc. The Borrower shall not (a) make any material
change in its line of business as carried on by it as of the Closing Date, (b) change its fiscal
year, (c) change its name or domicile or take any other action that, in each case, might adversely
affect the priority, perfection or validity of the Liens created by the Loan Documents or (d) make
or permit any material change in its accounting policies or reporting practices, except as required
by a change in GAAP.



     Section 7.14 Use of Proceeds. The Borrower shall use the proceeds of the Loans made by
the Lenders solely to finance certain Capital Expenditures related to capacity expansion of the
Borrower’s sugar mill plant located in the Municipality of Angélica in the State of Mato Grosso do
Sul, Brazil, to repay any amounts outstanding under the Bridge Facility, for working capital
purposes and to finance the payment of certain fees and expenses associated with the Loans and the
negotiation, preparation and execution of the Loan Documents. No part of the proceeds of the Loans
shall be used directly or indirectly for the purpose (whether immediate, incidental or ultimate) of
buying or carrying any Margin Stock. The Borrower, a nonbank entity located outside the United
States, understands that it is the policy of the Board of Governors of the U.S. Federal Reserve
System that extensions of credit by international bank facilities (as defined in Section 204.8(a)
of Regulation D) may be used only to finance the non-U.S. operations of a customer (or its foreign
affiliates) located outside the United States as provided in Section 204.8(a) (3)(vi) of Regulation
D.



     Section 7.15 Further Assurances. The Borrower shall do and perform, from time to time,
any and all acts (and execute any and all documents) as may be necessary or as reasonably requested
by any Lender in order to effect the purposes of the Loan Documents. Without limiting the above,
the Borrower shall, at its own cost, take all actions necessary or reasonably requested by any
Lender to maintain each Lien created by the Loan Documents in full force and effect and enforceable
in accordance with its terms including (a) making filings and recordations, (b) making payments of
fees and other charges, (c) issuing and, if necessary, filing or recording supplemental
documentation, including continuation statements, (d) publishing or otherwise delivering notice to
third parties, (e) depositing title documents and (f) taking all other actions either necessary or
otherwise reasonably requested by any Lender to ensure that all after-acquired property of the
Borrower intended to be covered by such Liens is subject to a valid and enforceable Lien (with the
priority set forth in the Security Documents) in favor of the Initial Lender (on behalf of the
Lenders).



     Section 7.16 Limitation on Consolidations, Mergers, Sale or Conveyance. The Borrower
shall not, in a single transaction or a related series of transactions, consolidate with, or merge
with or into, any other Person or liquidate or dissolve, or permit any other Person to consolidate
with or merge into it, or, directly or indirectly, transfer, sell, lease, convey or dispose of all
or substantially all of its assets to any Person; provided that such transaction will be permitted
if:



44









 





     (a) the Borrower is the surviving entity and following such merger or consolidation, the
Borrower continues to be organized as a limited liability company or a sociedade anônima in Brazil;



     (b) no Default or Event of Default shall have occurred and be continuing or would occur
immediately after such merger, consolidation, sale, transfer, lease or other disposition;



     (c) immediately after giving effect to such transaction or series of transactions, including
giving effect on a pro forma basis to any Debt, including any Acquired Debt, Incurred or
anticipated to be Incurred in connection with or in respect of such transaction, (i) the Borrower’s
Leverage Ratio shall not exceed the ratio set forth in Section 7.27(b) opposite the Fiscal Year in
which such transaction is consummated and (ii) the Borrower’s Interest Coverage Ratio shall not be
less than the ratio set forth in Section 7.27(a) opposite the Fiscal Year in which such transaction
is consummated;



     (d) the representations and warranties set forth in Article VI shall be true and correct as if
made by the Borrower immediately after giving effect to such transaction or series of transactions;
and



     (e) the Borrower has delivered to the Initial Lender a certificate of the Chief Financial
Officer of the Borrower and an opinion of counsel stating that such merger or consolidation
complies with this Section 7.16.



     Section 7.17 Investment Company Act. The Borrower shall not take any action that would
result in it being required to be registered as an “investment company” under the 1940 Act.



     Section 7.18 Registration of Brazil Mortgage. (a) The Borrower shall, (i) within ten
(10) calendar days after the Documentation Receipt Date, file the Loan Documents (other than the
Brazil Mortgage) for registration, together with a complete and accurate translation into
Portuguese (made by a sworn translator) of the Loan Documents drafted in a language other than
Portuguese (such translation to be in adequate form for registration) with the competent Brazilian
Registry of Deeds and Documents, (ii) within ten (10) calendar days after the date hereof, file the
Brazil Mortgage with the competent Brazilian registry of real estate properties and (iii) (A)
within ten (10) calendar days after (1) the Documentation Receipt Date, in the case of clause (i)
and (2) the date hereof, in the case of clause (ii), provide the Initial Lender with written
evidence that the filings referred to in clauses (i) and (ii), respectively, have been completed
and (B) within 20 calendar days after the deadlines referred to in clause (A)(1) and (A)(2),
deliver written evidence that the registrations referred to in clauses (i) and (ii), respectively,
have been received.



     (b) (i) Within ten (10) calendar days after any release of the first lien on any Brazil
Collateral (the “Released Collateral”), the Borrower shall duly execute and deliver to the
Initial Lender for the benefit of the Lenders such additional mortgages, pledges, assignments,
security agreement supplements and other security agreements as specified by, and in form and
substance satisfactory to the Initial Lender, and take whatever action as may be necessary in the
reasonable opinion of the Initial Lender to vest in the Initial Lender for the benefit of the
Lenders, valid and subsisting first-priority Liens on such Released Collateral; (ii) within twenty
(20) days after release of such Released Collateral, the Borrower shall deliver to the Initial



45









 




Lender, upon the request of the Initial Lender in its sole discretion, a signed copy of a favorable
opinion, addressed to each Lender, of Brazilian counsel for the Borrower as to (x) such mortgages,
pledges, assignments, security agreement supplements and security agreements being valid and
binding obligations of the Borrower enforceable in accordance with their terms, (y) such
recordings, filings, notices, endorsements and other actions being sufficient to create valid
perfected first-priority Liens on such properties and (z) such other matters as the Initial Lender
may reasonably request and (iii) within twenty (20) days after release of such Released Collateral,
the Borrower shall (at its expense) cause the Initial Lender on behalf of the Lenders (and shall
accordingly provide the Initial Lender with instructions necessary) to become, and shall at all
times maintain the Initial Lender on behalf of the Lenders as, the loss payee under any insurance
policy under which the prior beneficiaries of the Released Collateral were the loss payee. The
Borrower shall deliver or cause to be delivered to the Initial Lender originals or duplicate
originals of all such policies of insurance.




     Section 7.19 No Subsidiaries. The Borrower shall not take any action to create,
control (with one or more Persons), authorize or form any wholly or partially owned Subsidiaries.



     Section 7.20 Limitations on Restricted Payments. The Borrower shall not, directly or
indirectly, authorize, declare or make any Restricted Payment, provided that after December 31,
2012, the Borrower may declare or pay dividends or distributions on or on account of the Borrower’s
Capital Stock pursuant to Brazilian law if (a) at the time of such authorization, declaration or
payment, not more than U.S.$14,000,000 of the principal of the Loans remains outstanding and (b) no
Default or Event of Default has occurred and is continuing or would result therefrom.



     Section 7.21 Limitations on Incurrence of Debt. The Borrower shall not, directly or
indirectly, suffer to exist or Incur any Debt (including Acquired Debt) other than, so long as no
Default or Event of Default has occurred and is continuing, (a) Debt under the Loan Documents, (b)
Existing Debt, (c) the Real Term Loan, (d) any other loan agreements to be entered into with BNDES
or Banco do Brasil under the FCO and (e) Working Capital Debt not in excess of U.S.$50,000,000 in
the aggregate at any one time outstanding (provided that, with respect to any Debt Incurred
in reliance on this clause (e) in excess of U.S.$20,000,000, the Borrower shall not be permitted to
Incur such Debt unless, after giving effect to the incurrence of such Debt on a pro forma basis as
if such Debt were incurred on the first day of the most recent Measurement Period, the Borrower
shall be in compliance with Section 7.27).



     Section 7.22 Limitations on Prepayments of Debt. The Borrower shall not make any
voluntary or optional payment on or redemption or acquisition for value of any of its Debt (except
under the Loan Documents) prior to the date such Debt is scheduled to become due in accordance with
its terms (other than in respect of (a) the Loans, (b) the Bridge Facility and (c) Working Capital
Debt), or make any payment in violation of any subordination terms of any Debt.



     Section 7.23 Burdensome Agreements. The Borrower shall not Incur, renew, extend,
suffer or permit to exist on or become effective, any consensual encumbrance or restriction of any
kind or agreement that expressly prohibits or restricts or otherwise prevents the Borrower from
performing its obligations under any Loan Document, provided that any payment or
disposition of Property otherwise permitted by this Agreement shall not be deemed to restrict or



46









 




otherwise prevent the Borrower from performing their respective obligations under any Loan
Document.




     Section 7.24 Hedging. The Borrower shall not enter into any Hedging Obligation or
transaction thereunder that:



     (a) is for speculative purposes or is with the aim of obtaining profits based on changing
market values; or



     (b) is based on anything other than the underlying value of sugar or ethanol produced by the
Borrower, interest rate risk associated with any borrowed money or currency exchange rate risk.



     Section 7.25 Sales and Lease-Back Transactions. The Borrower shall not, directly or
indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any
lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired,
which the Borrower (a) has sold or transferred or is to sell or to transfer to any other Person or
(b) intends to use for substantially the same purpose as any other property which has been or is to
be sold or transferred by the Borrower to any Person in connection with such lease.



     Section 7.26 Investments. The Borrower shall not, directly or indirectly, make or own
any Investment in any Person, except:



     (a) Investments in cash and Cash Equivalent Investments;



     (b) Investments (i) in any Capital Stock received in satisfaction or partial satisfaction
thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits
to suppliers made in the Ordinary Course of Business;



     (c) Capital Expenditures with respect to the Borrower permitted by Section 7.27(c);



     (d) loans and advances to employees of the Borrower made in the Ordinary Course of Business in
an aggregate principal amount not to exceed U.S.$300,000;



     (e) any Investment in securities or other assets not constituting cash or Cash Equivalent
Investments and received in connection with an Asset Sale made pursuant to Section 7.28 or any
other disposition of assets not constituting an Asset Sale made in the Ordinary Course of Business;



     (f) any Investments issued to the Borrower by any Person in respect of the obligations of such
Person in connection with the insolvency, bankruptcy, receivership or reorganization of such Person
or a composition or readjustment of the obligations of such Person;



     (g) any Incurrence of Debt that is permitted by and made in accordance with Section 7.21; and



     (h) Investments existing on the Closing Date and if in excess of R$500,000, as described on
Schedule 7.26.



47









 





     Section 7.27 Financial Covenants.



     (a) Minimum Interest Coverage Ratio. The Borrower shall not permit the Interest
Coverage Ratio as of the last day of any Semi-Annual Period, beginning with the Semi-Annual Period
ending June 30, 2010, to be less than the correlative ratio indicated in the table below:



	 	 	 
	Semi-Annual	 	Interest
	Period	 	Coverage Ratio
	December 31, 2010
	 	1.65:1.00
	June 30, 2011
	 	1.70:1.00
	December 31, 2011
	 	3.10:1.00
	June 30, 2012
	 	3.30:1.00
	December 31, 2012 and thereafter
	 	3.50:1.00






     (b) Maximum Leverage Ratio. The Borrower shall not permit the Leverage Ratio as of the
last day of any Semi-Annual Period, beginning with the Semi-Annual Period ending June 30, 2010, to
exceed the correlative ratio indicated in the table below:



	 	 	 
	Semi-Annual	 	 
	Period	 	Leverage Ratio
	December 31, 2010
	 	8.50:1.00
	June 30, 2011
	 	6.50:1.00
	December 31, 2011
	 	3.40:1.00
	June 30, 2012
	 	3.10:1.00
	December 31, 2012 and thereafter
	 	2.50:1.00








	 		
	(c)	 	Maximum Capital Expenditures. The Borrower shall not make or Incur any Capital
Expenditures, in any Fiscal Year indicated below in an aggregate amount for the Borrower in excess
of the corresponding amount set forth below opposite such Fiscal Year (the “Maximum Capital
Expenditure Amount”), or during the occurrence and continuance of any Default or Event of
Default:





48









 





	 	 	 
	Fiscal	 	Maximum Capital
	Year	 	Expenditure Amount
	2010
	 	R$154,000,000
	2011
	 	R$50,000,000
	2012
	 	R$50,000,000
	2013
	 	R$50,000,000






     Section 7.28 Limitations on Asset Sales. (a) The Borrower shall not effect or permit
any sale of all any portion of, without the prior written consent of the Majority Lenders, any
Collateral.



     (b) Without limitation to clause (a) above, the Borrower shall not, without the prior written
consent of the Majority Lenders, effect or permit any Asset Sale or asset exchange other than:




     (i) sales or other dispositions of assets that do not constitute Asset Sales;




     (ii) Asset Sales; provided that (A) the proceeds thereof (valued at Fair
Market Value), when aggregated with the proceeds of all other Asset Sales made on or after
the Closing Date are less than U.S.$10,000,000, (B) the consideration received by the
Borrower in such Asset Sale shall be at least equal to the Fair Market Value of the assets
sold and shall be in cash or in long-term productive assets or Properties used in the
business of the Borrower and (C) the Net Cash Proceeds thereof shall be applied as required
by Section 3.4(a); and




     (iii) Investments made in accordance with Section 7.26.



ARTICLE VIII

EVENTS OF DEFAULT




     Section 8.1 Events of Default. Each of the following events is herein called an
“Event of Default”:




     (a) failure by the Borrower to pay in full (i) any payment of any principal on the
Loans or the Notes when due or (ii) any payment of any interest, fees or any other amount
arising under the Loan Documents or the Notes within three (3) days after the due date;




     (b) any representation, warranty or certification made or deemed made herein or in any
other Loan Document (or in any modification or supplement hereto or thereto) by the
Borrower, or in any certificate furnished to the Lenders pursuant to the provisions hereof
or of any other Loan Document, shall prove to have been inaccurate in any material respect
on or as of the time made or deemed made;




     (c) (i) the Borrower or the Guarantor shall fail to pay any Debt (other than the Debt
referred to in clause (a)) when due or, as the case may be, within the applicable grace
period, if any, provided in the instrument or agreement under which such Debt was created,
(ii) the Borrower or the Guarantor shall default in the observance or performance



49









 






of any agreement or condition relating to any Debt (other than the Debt referred to in clause (a))
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event or condition is
to cause or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such
holder or holders) to cause, after the expiration of any applicable grace period, any such Debt to
become due prior to its stated maturity and such default shall not have been cured or waived, or
(iii) any Debt (other than the Debt referred to in clause (a) above) of the Borrower or the
Guarantor shall be declared to be due and payable prior to the stated maturity thereof;
provided that the amount of any instrument evidencing such Debt described in subclauses
(i), (ii) or (iii), individually or in the aggregate, equals at least U.S.$5,000,000, in the case
of Debt of the Borrower, and U.S.$10,000,000, in the case of Debt of the Guarantor;




     (d) the Borrower shall default in the observance or performance of any of its obligations
under any of Section 3.7(b)(iv), Section 7.1(a) (with respect to corporate existence), Section
7.5(d), Section 7.6, Section 7.10, Section 7.11, Section 7.14 and Section 7.16 through Section
7.26;




     (e) the Borrower or the Guarantor shall default in the observance or performance of any of
its obligations under this Agreement or any other Loan Document (other than those specified in
clauses (a), (b) and (d) above), and such default continues unremedied for a period of thirty (30)
days after the earlier of (a) the date upon which written notice thereof is given to the Borrower,
by the Lenders or (b) the date on which the Borrower has knowledge thereof;




     (f) the Borrower or the Guarantor shall admit in writing its inability to, or be generally
unable to, pay its debts as such debts become due;




     (g) the Borrower or the Guarantor shall: (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee, examiner, administrator, liquidator or
similar Person of itself or of all or any substantial part of its Property; (ii) make a general
assignment for the benefit of its creditors; (iii) file a petition seeking to take advantage of any
Applicable Law relating to bankruptcy, insolvency, reorganization, recuperação judicial,
recuperação extrajudicial, liquidation, falência, dissolution, arrangement or winding up or
composition or readjustment of debts; or (iv) take any corporate action for the purpose of
effecting any of the foregoing;




     (h) a proceeding or case shall be commenced against the Borrower or the Guarantor, without its
application or consent, seeking: (i) its reorganization, liquidation, dissolution, arrangement or
winding up, or the composition or readjustment of its debts; (ii) the appointment of a receiver,
custodian, trustee, examiner, administrator, liquidator or similar Person of it or of all or any
substantial part of its Property; or (iii) similar relief in respect of it under any Applicable Law
relating to bankruptcy, insolvency, reorganization, liquidation, falência, dissolution or winding
up or composition or adjustment of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of thirty (30) or more days;



50









 






     (i) one (1) or more judgment(s), order(s), decree(s), award(s), settlement(s) and/or
agreement(s) to settle (including relating to any arbitration) is/are rendered against the Borrower
or the Guarantor in an amount exceeding U.S.$5,000,000 individually or in the aggregate and shall
remain unsatisfied, undischarged and in effect for, a period of thirty (30) or more days without a
stay of execution, unless the same is either (i) adequately bonded or covered by insurance where
the surety or the insurer, as the case may be, has admitted liability in respect of such
judgment(s), order(s), decree(s), award(s), settlement(s) and/or agreement(s) to settle or (ii) is
being contested by appropriate proceedings properly instituted and diligently conducted and, in
either case, such process is not being executed against any Property of the Borrower or the
Guarantor, as applicable;




     (j) a distress, attachment, execution or other legal process is levied, enforced or sued out
on or against any Property, assets or revenues of the Borrower that would be reasonably likely to
have a Material Adverse Effect;




     (k) any Governmental Approval at any time necessary to enable the Borrower to comply with any
of its obligations under any of the Loan Documents shall be revoked, withdrawn, withheld or
otherwise not in full force and effect;




     (l) (i) any Loan Document shall at any time be suspended, revoked or terminated or for any
reason cease to be valid and binding or in full force and effect (other than upon expiration in
accordance with the terms thereof), (ii) performance by the Borrower or the Guarantor of any
obligation thereunder shall become unlawful, (iii) the Borrower or the Guarantor shall assert in
writing that an obligation thereunder has become unlawful or deny that any Obligation is due, (iv)
the validity or enforceability thereof shall be contested by the Borrower or the Guarantor, (v) the
Initial Lender shall cease to have a second-priority perfected security interest in the Brazil
Collateral at any time after ten (10) calendar days after the date hereof, (vi) the Initial Lender
shall cease to have a first-priority perfected security interest in the Debt Service Reserve
Account, (vii) any Collateral shall become subject to a Lien or (viii) the Borrower shall contest
or deny the enforceability, perfection or first-priority or second-priority nature, as applicable,
of the Lien on Collateral;




     (m) any Governmental Authority shall (i) take any action to condemn, seize, nationalize,
expropriate or appropriate any Collateral or all or any substantial part of the Property of the
Borrower (either with or without payment of compensation) or (ii) take any other action that: (x)
in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or
purports to render any of the Loan Documents invalid or unenforceable or to prevent the
performance or observance by the Borrower of its obligations thereunder; or (y) shall prevent the
Borrower from exercising normal control over any Collateral or the Borrower from exercising normal
control over all or any substantial part of its Property;




     (n) a Change in Control shall occur;




     (o) any restriction or requirement shall have been imposed or amended after the date hereof,
whether by Applicable Law or otherwise, which limits the acquisition or



51









 






the transfer of foreign exchange by the Borrower, and such restriction or requirement shall
have the effect of preventing the Borrower from performing in any material respect its
material obligations under this Agreement, or under any other Loan Document, including,
without limitation, all payment obligations in U.S. Dollars;




     (p) there shall occur an event of default under the Bridge Facility;




     (q) the Borrower shall fail to deposit into the Debt Service Reserve Account U.S.
Dollars at least equal to the Minimum Balance not later than one (1) Business Day after the
Closing Date; or




     (r) the Borrower shall fail to deliver to the Initial Lender a copy of an amended ROF
issued and confirmed by the Central Bank allowing for payments as set forth herein on or
prior to the date that is fifteen (15) Business Days after the Closing Date.


If an Event of Default exists, then the Lenders shall (A) by notice to the Borrower, declare the
principal amount then outstanding of, and the accrued interest on, the Loans and the Notes and all
other amounts payable by the Borrower under the Loan Documents (including any amounts payable under
Section 4.4) to be immediately due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrower; provided that in the case of an Event of Default
of the kind referred to in clause (f), (g) or (h) above all amounts payable under the Loan
Documents shall automatically become immediately due and payable, without any further action by or
notice to any Person, and/or (B) exercise and/or direct the Initial Lender to exercise (and provide
the Initial Lender with any documents in the Lenders’ possession necessary for the Initial Lender
to exercise) any and all remedies under the Loan Documents and under Applicable Law and in equity
available to the Lenders and the Initial Lender or take any actions with respect to the exercise of
such remedies.




ARTICLE IX

MISCELLANEOUS




     Section 9.1 Waiver. No failure on the part of any Lender to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power or privilege under any Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege under any Loan Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The remedies provided in the Loan Documents are
cumulative and not exclusive of any other remedies provided by Applicable Law.



     Section 9.2 Waiver of Security, Performance Bond, Etc. To the extent that the Borrower
may be entitled to the benefit of any provision of Applicable Law requiring any Lender in any suit,
action or proceeding brought in a court of Brazil or other jurisdiction arising out of or in
connection with this Agreement, the Loans, the Notes, any of the other Loan Documents or any of the
transactions contemplated hereby or thereby, to post security for litigation costs or otherwise
post a performance bond or guarantee or to take any similar action, the Borrower hereby irrevocably
waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws
of Brazil or any such other jurisdiction.



52









 





     Section 9.3 Notices. All notices, requests, instructions, directions and other
communications provided for herein (including any modifications of, or waivers, requests, consents
or demands under, this Agreement or any other Loan Document) shall be given or made in writing
(including by facsimile or electronic communication) and delivered to the intended recipient as
follows:



	 	 	 

	If to the Borrower:

	 	Angélica Agroenergia Ltda.
	 

	 	Rua Iguatemi 192, suites 61 and 62 
	 

	 	Sao Paulo - SP
	 

	 	01451-010 
	 

	 	Brazil
	 
	 	 
	 

	 	Attn: Orlando Editore
	 

	 	Facsimile No.: +55 11 2678-5647 
	 

	 	Telephone No.: +55 11 2678-5600 
	 
	 	 
	If to the Initial Lender:

	 	Deutsche Bank AG, London Branch
	 

	 	Winchester House
	 

	 	1 Great Winchester Street
	 

	 	London EC2N 2DB
	 
	 	 
	 

	 	Attention: Darin Batchman / Gonzalo Barbon
	 

	 	Facsimile: (212) 797-5421 
	 

	 	Telephone: (212) 250-3653 / (212) 250-9906 
	 
	 	 
	If to any Lender other than the Initial Lender:

	 	The address, facsimile number or electronic
mail address as such Lender designates by
notice to the Borrower and the Initial Lender
	 
	 	 
	If to the Guarantor:

	 	Adecoagro LLC
	 

	 	Catamarca 3454 
	 

	 	B1640FWB
	 

	 	Martínez
	 

	 	Pcia de Buenos Aires
	 

	 	Argentina
	 
	 	 
	 

	 	Attn: Carlos Boero Hughes / Emilio Gnecco
	 

	 	Facsimile No.: +54 11 4836-8639 
	 

	 	Telephone No.: +54 11 4836-8600 
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Milbank, Tweed, Hadley & McCloy LLP
	 

	 	1 Chase Manhattan Plaza
	 

	 	New York, NY 10013
	 

	 	Attention: Marcelo Mottessi / Michael Bellucci






53









 






	 	 	 

	 

	 	And a copy to:
	 
	 	 
	 

	 	Angélica Agroenergia Ltda.
	 

	 	Rua Iguatemi 192, suites 61 and 62 
	 

	 	Sao Paulo - SP
	 

	 	01451-010 
	 

	 	Brazil
	 
	 	 
	 

	 	Attn: Orlando Editore
	 

	 	Facsimile No.: +55 11 2678-5647 
	 

	 	Telephone No.: +55 11 2678-5600 





     Except as otherwise provided in this Agreement, all such communications shall be deemed to
have been duly given when personally delivered or, in the case of a facsimile, electronic
communication or mailed notice, upon receipt, in each case given or addressed as aforesaid. Any
party hereto may change its address or facsimile number for notices and other communications
hereunder by notice to the other parties hereto.



     Any agreement herein of the Lenders to receive certain notices by telephone, facsimile or
other unsigned method is solely for the convenience and at the request of the Borrower. The Lenders
shall (absent gross negligence or bad faith) be entitled to rely upon the authority of any Person
purporting to be authorized by the Borrower to give any such notice and the Lenders shall not have
any liability to the Borrower or any other Person on account of any action taken or not taken by
the Lenders in reliance upon any such notice.



     Section 9.4 Expenses; Indemnity. (a) The Borrower hereby agrees to pay or reimburse
from time to time upon request: (i) the reasonable and documented out-of-pocket expenses, charges
and disbursements of the Lenders and the Advisors (including fees of the Advisors) in connection
with the preparation of the Loan Documents including, without limitation, all collateral review,
search, filing, recording fees, printing, reproduction, document production and delivery,
communication, travel and due diligence costs incurred in connection with: (x) the negotiation,
preparation, review, translation, execution and delivery of this Agreement and the other Loan
Documents and the documents and instruments prepared in connection herewith or in anticipation
hereof and (y) the negotiation or preparation of any modification, amendment, supplement or waiver
of any of the terms of this Agreement and the other Loan Documents (whether or not consummated),
(ii) all reasonable and documented fees of and out of pocket expenses incurred by any Advisor in
connection with the preparation or implementation of the Closing (including, without limitation,
the perfection of the Collateral) and (iii) all reasonable and documented out-of-pocket costs and
expenses (including the reasonable fees and expenses of legal counsel) of the Lenders in connection
with (x) the administration of this Agreement and the Loan Documents, the enforcement of the
Collateral, any enforcement or collection proceedings resulting from the occurrence of an Event of
Default, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar
proceedings affecting creditors’ rights generally and (y) the negotiation or preparation of any
modification, amendment, supplement or waiver of any of the terms of this Agreement and the other
Loan Documents (whether or not consummated); provided that, with respect to the expenses, charges
and disbursements expenses referred to in clause (i)(x) (excluding any fees, charges, disbursements
and expenses of the Advisors), the



54









 




Initial Lender agrees that such expenses, charges and disbursements under this Agreement and the
Bridge Facility shall not exceed U.S.$50,000 in the aggregate.




     (b) The Borrower hereby agrees to indemnify each Lender, each of its Affiliates and its and
their respective directors, officers, employees, representatives, attorneys and agents (each an
“indemnified person”) from, and hold each of them harmless against, any and all losses,
liabilities, obligations, penalties, actions, judgments, suits, costs, claims, damages,
disbursements or expenses (including, without limitation, any Environmental Claim) incurred by any
of them as a result of, or arising out of, or in any way related to, or by reason of any
investigation, litigation, arbitration or other proceeding (whether or not the indemnified person
is a party thereto) (including any threatened investigation, litigation, arbitration or other
proceeding) relating to the Loan Documents and/or the use or proposed use by the Borrower of the
proceeds of the Loans or the consummation of any transactions contemplated herein or in any other
Loan Document, including the reasonable and documented fees and disbursements of counsel incurred
in connection with any such investigation, litigation or other proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred with respect to Taxes (for which a
separate indemnity is provided in Section 4.5(b)) or by reason of the gross negligence or willful
misconduct of the Person to be indemnified, as determined by a final, nonappealable judgment by a
court of competent jurisdiction). In no event shall the Borrower or any Lender be liable to any
Person for any punitive or consequential damages in connection with any of the Loan Documents,
except that the Borrower shall indemnify the Lenders for any punitive or consequential damages
which are incurred by any Lender in connection with any third-party judgment imposed on such Lender
in accordance with the immediately preceding sentence.



     (c) To the extent that any undertaking in clause (b) may be unenforceable if it would violate
any Applicable Law or public policy, the Borrower shall contribute the maximum portion that it is
permitted to pay and satisfy under Applicable Law to the payment and satisfaction of such
undertaking. Borrower agrees that if any indemnification sought by an indemnified person pursuant
to this Agreement is held by a court to be unavailable for any reason, Borrower will contribute to
the losses, claims, damages, liabilities, awards, costs and expenses for which such indemnification
is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to
Borrower and its subsidiaries, affiliates and stockholders, on the one hand, and such indemnified
person, on the other hand, in connection with the Loans subject to the limitation that in any event
the aggregate contribution by any indemnified person to all losses, claims, damages, liabilities,
awards, costs and expenses with respect to which contribution is available hereunder will not
exceed the amount of fees actually received by such indemnified person pursuant to this Agreement
or (ii) if (but only if) the allocation provided for in clause (i) above is for any reason held
unenforceable, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of Borrower and its subsidiaries,
affiliates and stockholders on the one hand, and such indemnified person, on the other hand, as
well as any other relevant equitable considerations. It is hereby agreed that the relative benefits
to Borrower and its subsidiaries, affiliates and stockholders, on the one hand, and an indemnified
person, on the other hand, with respect to this Agreement shall be deemed to be in the same
proportion as (x) the total proceeds paid to or proposed to be paid to Borrower under the Loans
bears to (y) the amount of fees actually paid to such indemnified person in connection with the
Loans.



55









 





     (d) All amounts payable or indemnifiable under this Article IX shall be immediately due and
payable on demand. All amounts paid and costs incurred by any Lender in respect to any matter
payable or indemnifiable under this Section 9.4 shall, if not so paid or reimbursed by the Borrower
before the date that is ten (10) Business Days after the date on which the Borrower was requested
in writing to make such payment, be an Event of Default and bear interest from the date of such
request at the Default Rate. The provisions of, and the obligations of the Borrower under, this
Section 9.4 shall survive the termination of this Agreement.



     Section 9.5 Benefit of Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of the parties hereto;
provided that, except as otherwise set forth in this Agreement, the Borrower may not assign or
transfer any of their rights or obligations hereunder without the prior written consent of the
Lenders (and any attempted assignment or transfer by the Borrower without such prior written
consent shall be null and void ab initio).



     Section 9.6 Amendments, Etc. Except as otherwise expressly provided in this Agreement,
no amendment or waiver of any provision of this Agreement and (except as specifically provided
therein) any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in
any event become effective unless the same shall be in writing and signed by the Borrower and the
Majority Lenders (or the Initial Lender upon written instruction of the Majority Lenders);
provided that:



     (a) no amendment, supplement or waiver, unless by an instrument signed by all Lenders shall
(i) extend the date fixed (or the currency) for the payment of principal of or interest on any Loan
or any fee payable to the Lenders under the Loan Documents, (ii) reduce the amount of any payment
of principal or any amount payable by the Borrower under any Loan Document or (iii) reduce the rate
at which interest is payable thereon or any fee is payable to the Lenders under the Loan Documents;
and



     (b) no amendment, supplement or waiver, unless by an instrument signed by all Lenders shall:
(i) alter the terms of Section 3.8(b) or the terms of this Section 9.6, (ii) release (x) all or any
portion of the Collateral or (y) the Guarantor under the Guarantee Agreement (except, in each case,
as expressly otherwise provided in the Loan Documents), (iii) release the Borrower or the Guarantor
from any payment obligation or indemnity under any Loan Document or modify any of the defined terms
included therein or (iv) modify the definition of the term “Majority Lenders” or modify in any
other manner the number or percentage of the Lenders required to make any determinations or waive
any rights under the Loan Documents or to modify any provision thereof.



     Section 9.7 Third-Party Beneficiaries. This Agreement is made and entered into for the
sole protection and legal benefit of the parties hereto, the Lenders and their permitted successors
and assigns and, to the extent provided herein, the Affiliates of the Lenders, and no other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement.



56









 





     Section 9.8 Assignments and Participations.



     (a) The Lenders may, in accordance with Applicable Law and this Section 9.8, assign their
Loans or any portion thereof to any other Person by execution of an Assignment Agreement;
provided that:




     (i) any such partial assignment (other than to another Lender) shall be in an amount
at least equal to U.S.$1,000,000 or an integral multiple of U.S.$1,000,000 in excess
thereof (or, if less, all of such Lender’s remaining Loans);




     (ii) upon each such assignment, the assignor and assignee shall deliver a copy of an
Assignment Agreement to the Borrower; and




     (iii) the Initial Lender may not assign its obligations under this Agreement to make
the Loans required to be made by it hereunder, it being understood however that, the
Initial Lender shall be permitted to assign all or any portion of the Loans made on the
Closing Date, from and after the Closing Date, at any time, subject to compliance with this
Section 9.8.



     (b) Upon the effective date of the assignment to be effected by an Assignment Agreement, the
assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a
Lender hereunder holding the Loan (or portion thereof) assigned to it and specified in such
Assignment Agreement (in addition to the Loan, if any, theretofore held by such assignee) and the
assigning Lender shall, to the extent of such assignment of its Loan, be released from the Loan (or
portion thereof) so assigned; provided that, so long as no Event of Default has occurred
and is continuing at the time of such assignment, such assignee shall not be entitled to receive
any greater payment under Article IV than the assignor would have been able to receive as of the
time of the assignment to the assignee, except if such assignment is made with the Borrower’s prior
written consent or to the extent such greater payment results from a change in law following the
time of such assignment. Upon its receipt of an Assignment Agreement executed by an assigning
Lender and an assignee, the Borrower shall promptly accept such Assignment Agreement and (no later
than two (2) Business Days following receipt thereof) give notice of such acceptance to the
assigning Lender, its assignee and the Guarantor. Any assignment in contravention of the provisions
of this Section 9.8 shall be null and void ab initio.



     (c) Upon the request of the assigning Lender and presentment of its existing Note(s), the
Borrower shall execute and deliver, in any event within seven (7) Business Days after its receipt
of such notice, at the Borrower’s expense, one (1) or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the principal amount of
the surrendered Note(s). Each such new Note shall be dated the effective date of the Assignment
Agreement and in such principal amount and be payable to such Person as such holder may request and
shall be substantially in the form of Exhibit A. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the relevant surrendered Note(s)
or dated the date of the relevant surrendered Note(s) if no interest shall have been paid thereon.
Notes shall not be issued or transferred in denominations of less than U.S.$1,000,000;
provided that if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one (1) Note may be issued in a denomination of less than U.S.$1,000,000.



57









 





     (d) If any Lender assigns all or a part of its Loans and its rights and obligations hereunder
to any other Person pursuant to the provisions hereof, the assigning Lender shall be relieved of
its obligations hereunder with respect to the assigned Loan (or portion thereof) and Notes, and the
assignee shall be a party hereto and, to the extent that Loans and Notes and such other rights and
obligations hereunder have been assigned, shall acquire such Loan and Note and other rights and
obligations of a Lender hereunder and under the other Loan Documents, and this Agreement shall be
deemed to be amended to the extent necessary to reflect the transfer and assignment of such rights
and obligations and the addition of such assignee, and any reference to the assigning Lender in
this Agreement, the other Loan Documents or the Notes of such Lender shall thereafter refer to such
Lender and to such assignee to the extent of their respective interests.



     (e) Upon receipt by the Borrower of evidence reasonably satisfactory to it of the ownership of
and the loss, theft, destruction or mutilation of any Notes, and




     (i) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to each of the Borrower and the Lenders; or




     (ii) in the case of mutilation, upon surrender and cancellation thereof,


the Borrower, at its own expense, shall execute and deliver, in lieu thereof, a new Note, dated and
bearing interest from the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Notes or dated the date of such lost, stolen, destroyed or mutilated Note if
no interest shall have been paid thereon.




     (f) Each Lender may, in accordance with Applicable Law, without the consent of any Person,
sell or agree to sell to one (1) or more other Persons (each a “Participant”) a
participation in all or a portion of the Lender’s rights and obligations under this Agreement
(including all or a portion of its Loans owing to it and the Notes held by it); provided
that such Participant shall not have any rights or obligations under this Agreement (the
Participant’s rights against such Lender in respect of such participation to be those set forth in
the agreements executed by such Lender in favor of the Participant). All amounts payable to such
Lender under Article IV in respect of the Loans held by it or its Notes, shall be determined as if
such Lender had not sold or agreed to sell any participation in such Loan or Notes and as if such
Lender were funding such Loans in the same way that it is funding the portion of such Loans in
which no participations have been sold (or if all of its Loans have been so participated, in the
same way that it was funding such Loans at the time of such participation).



     (g) In addition to the assignments and participations permitted under the foregoing provisions
of this Section 9.8, any Lender may (without notice or consent of any other Person and without
payment of any fee) assign and pledge all or any portion of its Loans and Notes to any U.S. Federal
Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the U.S.
Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Lender from its obligations hereunder.



     (h) Each Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 9.8, disclose to the assignee or participant or



58









 




proposed assignee or participant any information relating to the Borrower or the Guarantor
furnished to such Lender by or on behalf of the Borrower or the Guarantor; provided that before any
such disclosure, the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the Borrower received by
it from such Lender on the terms set forth in Section 9.21.




     (i) Subject to clause (f) above, in the event that the Initial Lender syndicates all or a
portion of its rights and obligations under this Agreement (including all or a portion of the Loans
at the time owing to it) by assignment, the Initial Lender agrees to serve as administrative agent
such that the Borrower will not be obligated to communicate with such assignees but instead can
provide all information, notices and other communications to the Initial Lender only;
provided, that the Borrower shall execute and deliver any amendments to the Loan Documents
or any other documents reasonably necessary or appropriate to give effect to such syndication and
to provide for the administration of this Agreement after giving effect thereto, including standard
administrative agent indemnifications.



     Section 9.9 Survival. The obligations of the Borrower under this Agreement shall
survive the repayment of the Loan. In addition, each representation and warranty made, or deemed to
be made, by the Borrower herein or pursuant hereto shall survive the making of such representation
and warranty.



     Section 9.10 Captions. The table of contents and captions and Section headings
appearing herein are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.



     Section 9.11 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together constitute one (1) and
the same instrument, and any of the parties hereto may execute this Agreement by signing any such
counterpart.



     Section 9.12 Governing Law. Except for the Security Documents (other than the Control
Agreement), the Loan Documents (including, without limitation, this Agreement) shall be governed
by, and construed in accordance with, the law of the State of New York, without giving effect to
any conflict of laws principles that would require the application of the laws of another
jurisdiction). For the purposes of Article 9, paragraph 2, of Brazilian Decree-Law No. 4,657 dated
September 4, 1942, as amended, and for no other purpose or reason whatsoever, the transactions
contemplated by this Agreement have been proposed by the Initial Lender.



     Section 9.13 Jurisdiction, Service of Process and Venue.



     (a) EXCEPT FOR LEGAL ACTIONS OR PROCEEDINGS IN RELATION TO THE BRAZIL MORTGAGE, WHICH SHALL BE
SUBMITTED BY ANY PARTY HERETO TO A COMPETENT COURT IN BRAZIL, ANY LEGAL ACTION OR PROCEEDING BY OR
AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY
OF NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN



59









 




DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR
LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY
THE BORROWER (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR PROCEEDINGS BROUGHT
AGAINST THE BORROWER IN ANY OTHER JURISDICTION). THE BORROWER IRREVOCABLY CONSENTS TO THE
APPOINTMENT OF THE PROCESS AGENT (AS DEFINED BELOW) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS
(WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY)
IN NEW YORK, NEW YORK.




     (b) The Borrower hereby irrevocably appoints CT Corporation (the “Process Agent”),
with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as
its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf
service of copies of the summons and complaint and any other process that may be served in any such
suit, action or proceeding brought in the State of New York, and agrees that the failure of the
Process Agent to give any notice of any such service of process to it shall not impair or affect
the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any
judgment based thereon. Such appointment shall be irrevocable until the final payment of all
amounts payable under this Agreement and the other Loan Documents, except that if for any reason
the Process Agent appointed hereby ceases to be able to act as such, then the Borrower shall, by an
instrument reasonably satisfactory to the Lenders, appoint another Person in the Borough of
Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably
withheld) of the Lenders. The Borrower covenants and agrees that it shall take any and all
reasonable action, including the execution and filing of any and all documents, that may be
necessary to continue the designation of the Process Agent pursuant to this paragraph in full force
and effect and to cause the Process Agent to act as such.



     (c) Nothing herein shall in any way be deemed to limit the ability of any Lender to serve any
process or summons in any manner permitted by Applicable Law or to obtain jurisdiction over any
Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may
be permitted by Applicable Law.



     (d) Each party hereto hereby irrevocably waives any objection that it may now or hereafter
have to the laying of the venue of any suit, action or proceeding arising out of or relating to
this Agreement or the other Loan Documents brought in or removed to New York City (and courts of
appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. A final judgment
(in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall
be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which
the applicable Person is or may be subject.



     (e) The Borrower irrevocably waives, to the fullest extent permitted by Applicable Law, any
claim that any action or proceeding commenced against it relating in any way to this



60









 




Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or
pending the resolution, of any action or proceeding commenced by the Borrower relating in any way
to this Agreement and/or the other Loan Documents, whether or not commenced earlier. To the fullest
extent permitted by Applicable Law, the Borrower shall take all measures necessary for any such
action or proceeding commenced against it to proceed to judgment before the entry of judgment in
any such action or proceeding commenced by the Borrower.




     Section 9.14 Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON, ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY, IN ANY ACTION, LITIGATION OR OTHER PROCEEDING OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY OTHER PERSON, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED IN A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THE LOAN
DOCUMENTS OR ANY PROVISION THEREOF. THE AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION IS
A MATERIAL INDUCEMENT FOR EACH OF THE OTHER PARTIES HERETO TO ENTER INTO THIS AGREEMENT.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.14 AND
EXECUTED BY EACH OF THE PARTIES HERETO THAT IS A PARTY IN ANY SUCH ACTION, LITIGATION OR
PROCEEDING), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER, EXCEPT TO THE EXTENT WAIVED
IN WRITING AS SET FORTH ABOVE. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO TRIAL BY THE COURT.



     Section 9.15 Waiver of Immunity. To the extent that the Borrower may be or become
entitled to claim for itself or its Property any immunity on the ground of sovereignty or the like
from suit, court jurisdiction, attachment before judgment, attachment in aid of execution of a
judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be
attributed such an immunity (whether or not claimed), it hereby irrevocably agrees not to claim and
hereby irrevocably waives such immunity with respect to its obligations under this Agreement and
the other Loan Documents.



     Section 9.16 Judgment Currency. This is an international loan transaction in which the
specification of U.S. Dollars and payment in New York City is of the essence, and the obligations
of the Borrower under this Agreement and the other Loan Documents to each Lender to make payment in
U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any other currency or in another place



61









 




except to the extent that on the Business Day following receipt of any sum adjudged to be so due in
the Judgment Currency the payee may in accordance with normal banking procedures purchase U.S.
Dollars in the amount originally due to the payee with the Judgment Currency. If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. Dollars
into another currency (in this Section called the “Judgment Currency”), then the rate of
exchange that shall be applied shall be that at which in accordance with normal banking procedures
the payee could purchase such U.S. Dollars at New York, New York with the Judgment Currency on the
Business Day preceding the day on which such judgment is rendered. The obligations of the Borrower
in respect of any such sum due from it to the payee hereunder (in this Section called an
“Entitled Person”) shall, notwithstanding the rate of exchange actually applied in
rendering such judgment, be discharged only to the extent that on the Business Day following
receipt by such Entitled Person of any sum adjudged to be due hereunder in the Judgment Currency
such Entitled Person may in accordance with normal banking procedures purchase and transfer U.S.
Dollars to New York City with the amount of the Judgment Currency so adjudged to be due; and the
Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to
indemnify such Entitled Person against, and to pay such Entitled Person on demand, in U.S. Dollars,
the amount (if any) by which the sum originally due to such Entitled Person in U.S. Dollars
hereunder exceeds the amount of the U.S. Dollars so purchased and transferred. If the amount of
U.S. Dollars so purchased and transferred to the Entitled Person exceeds the amount originally due
to such Entitled Person, then such Entitled Person shall transfer, or caused to be transferred, to
the Borrower the amount of such excess.




     Section 9.17 Use of English Language. This Agreement has been negotiated and executed
in the English language. Except as specified otherwise herein all certificates, reports, notices
and other documents and communications given or delivered pursuant to this Agreement and the other
Loan Documents (including any modifications or supplements hereto or thereto) shall be in the
English language, or accompanied by an English translation thereof.



     Section 9.18 Entire Agreement. This Agreement and the other Loan Documents constitute
the entire agreement among the parties with respect to the subject matter hereof and thereof and
supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.



     Section 9.19 Severability. The illegality or unenforceability in any jurisdiction of
any provision hereof or of any document required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Agreement or such other document
in such jurisdiction or such provision in any other jurisdiction.



     Section 9.20 No Fiduciary Relationship or Partnership. The Borrower acknowledges that
no Lender has any fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or
in connection with this Agreement or any other of the Loan Documents. The Borrower recognizes that
each Lender and its respective Affiliates may have economic interests that conflict with those of
the Borrower, its shareholders and/or its Affiliates. The Borrower agrees that the relationship
between the Lenders, on the one hand, and the Borrower, on the other, in connection herewith or
therewith is solely that of debtor and creditor and that nothing in the Loan Documents or otherwise
shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Lender, on the one hand, and the



62









 




Borrower, its shareholders or its Affiliates, on the other. Nothing contained in this Agreement or
in any other Loan Document shall be deemed or construed to create a partnership; tenancy in common,
joint tenancy, joint venture or co-ownership by or between any Lender on the one hand, and any
other Lender, the Borrower or any other Person.




     The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan
Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower, on the other and
(b) in connection therewith and with the negotiation of the Loan Documents, (i) no Lender has
assumed an advisory or fiduciary responsibility in favor of the Borrower, its shareholders or its
Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or
remedies with respect thereto) or the negotiation of the Loan Documents (irrespective of whether
any Lender has advised, is currently advising or will advise the Borrower, its shareholders or its
Affiliates on other matters) or any other obligation to the Borrower except the obligations
expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and
not as the agent or fiduciary of the Borrower, its management, shareholders, creditors or any other
Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial
advisors to the extent it deemed appropriate and that it is responsible for making its own
independent judgment with respect to such transactions the transactions contemplated by the Loan
Documents. The Borrower agrees that it will not claim that the Lenders have rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in
connection with such transaction or the process leading thereto. No Lender shall in any way be
responsible or liable for the debts, losses, obligations or duties of the Borrower or any other
Person other than itself.



     Section 9.21 Confidentiality. The Lenders agree to hold all Confidential Information
obtained pursuant to the Loan Documents or the transactions contemplated hereby in accordance with
their customary procedures for handling such information of this nature and in accordance with safe
and sound banking practices; provided that nothing herein shall prevent the Lenders from
disclosing such information: (a) to any Affiliate of the Lenders and to their respective advisors
or any other Lender solely in connection with the Loan Documents and the transactions contemplated
thereby, (b) upon the order of any court or administrative agency or otherwise to the extent
required by Applicable Law, (c) to bank examiners or upon the request or demand of any other
regulatory agency or authority, (d) that had been publicly disclosed other than as a result of a
disclosure by the Lenders prohibited by this Agreement, (e) in connection with any litigation to
which any one (1) or more of the Lenders (in each case, including to any of its respective
employees, counsel, representatives or other agents) is a party, or in connection with the exercise
of any remedy hereunder or under the, other Loan Documents, (f) to the Lenders’ legal counsel and
independent auditors and accountants, (g) that was in the Lenders’ possession prior to the
disclosure by the Borrower to the Lenders; provided that the source of such information was
not known to the Lenders to be bound by a confidentiality agreement with the Borrower with respect
to such information, (h) that is developed by the Lenders independently of and without reference to
any Confidential Information, (i) that is identified by the Borrower in writing as no longer to be
considered “Confidential Information”, (j) to any actual or proposed participant or assignee;
provided that any actual or proposed participant or assignee has signed an agreement
containing provisions substantially similar to or at least as restrictive as those contained in
this Section 9.21 (including by cross reference to obligations of the Lenders), and (k) to any
actual or prospective counterparty (or its advisors) to any securitization, swap or



63









 




derivative transaction relating to the Borrower and the Loan Documents that has signed an agreement
containing provisions substantially similar to or at least as restrictive as those contained in
this Section 9.21 (including by cross reference to obligations of the Lenders); provided
further that, (i) in the case of a disclosure of the type referred to in clauses (b), (c)
and (e) above, such Lender shall, to the extent permitted by Applicable Law, promptly notify the
Borrower of such intended disclosure so that the Borrower may take appropriate action to protect
their respective interests and (ii) each Person to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such information confidential on
substantially the same terms as provided herein.




     The terms contained in the Loan Documents are confidential and, except for disclosure to the
various parties thereto, their respective shareholders and such Persons’ board of directors (or
similar body), officers, Affiliates, employees or professional advisors, or as may be required by
Applicable Law, may not be disclosed in whole or in part by the Borrower to any other Person
without the prior written consent of the Initial Lender (acting upon the direction of the Majority
Lenders); provided that the Lenders may disclose the existence of this Agreement and the
information about this Agreement to market data collectors, similar services providers to the
lending industry, and service providers to the Lenders in connection with the administration and
management of this Agreement and the other Loan Documents.



     Section 9.22 Surrender of Note. Upon the payment in full of any Loan owing to the
Lenders, the Lenders shall promptly upon written request from the Borrower surrender the
corresponding Note to the Borrower.



     Section 9.23 USA PATRIOT Act Notice. The Initial Lender, on its own behalf and on
behalf of the Lenders, hereby notifies each party hereto that, pursuant to the requirements of the
Patriot Act, the Lenders are required to obtain, verify and record information that identifies each
such party, which information includes the name and address of each such party and other reasonable
information that will allow the Lenders to identify such party in accordance with the Patriot Act.



64









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	ANGÉLICA AGROENERGIA LTDA.,	 	 
	 	 	as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Leonardo R. Berridi	 	 
	 

	 	Name:
	 	 

Leonardo R. Berridi
	 	 
	 

	 	Title:
	 	Manager	 	 






[Signature page to Senior

Secured Loan Facility]





 









 








	 	 	 	 	 	 	 

	 	 	DEUTSCHE BANK, LONDON BRANCH,
	 	 	as Initial Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gonzalo Barbon	 	 
	 

	 	Name:
	 	 

Gonzalo Barbon
	 	 
	 

	 	Title:
	 	MD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bradshaw McKee	 	 
	 

	 	Name:
	 	 

Bradshaw McKee
	 	 
	 

	 	Title:
	 	MD	 	 






[Signature page to Senior

Secured Loan Facility]





 









 








	 	 	 

	STATE OF NEW YORK

	 	) 
	 

	 	)   ss.: 
	COUNTY OF NEW YORK

	 	) 






     On this 28th day of July in the year 2010 before me, the undersigned, a Notary Public in and for
said state, personally appeared Gonzalo Barbon and Bradshaw Mckee personally known to me or proved
to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their capacities, and that
by their signatures on the instrument, the individuals, or the person upon behalf of which the
individuals acted, executed the instrument.



	 	 	 	 	 
	 	 	 
	 	                                          /s/ SONJA K. OLSEN
 	 
	 	Notary Public 	 
	 	 	 
	 



	 	 	 

	[SEAL]
	 	








 











 





Schedule 1.1




Brazil Collateral



     Takuarê Farm, real estate property owned by the Borrower and registered under certificate No.
2737 of the Registry of Real Estate of the City of Angélica, State of Mato Grosso do Sul, together
with all constructions, betterments and fixed assets attached to such real estate property owned by
the Borrower.



 









 





Schedule 3.1




Amortization Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	Amortization
	Months	 	 	 	Beg. Amount	 	Amortization	 	End Amount	 	Percentage
	0

	 	July 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	1

	 	August 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	2

	 	September 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	3

	 	October 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	4

	 	November 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	5

	 	December 30, 2010
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	6

	 	January 30, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	7

	 	February 28, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	8

	 	March 30, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	9

	 	April 30, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	10

	 	May 30, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	11

	 	June 30, 2011
	 	 	50,000,000	 	 	 	—	 	 	 	50,000,000	 	 	 	0.00	%
	12

	 	July 30, 2011
	 	 	50,000,000	 	 	 	(3,000,000	)	 	 	47,000,000	 	 	 	6.00	%
	13

	 	August 30, 2011
	 	 	47,000,000	 	 	 	(3,000,000	)	 	 	44,000,000	 	 	 	6.00	%
	14

	 	September 30, 2011
	 	 	44,000,000	 	 	 	(3,000,000	)	 	 	41,000,000	 	 	 	6.00	%
	15

	 	October 30, 2011
	 	 	41,000,000	 	 	 	(3,000,000	)	 	 	38,000,000	 	 	 	6.00	%
	16

	 	November 30, 2011
	 	 	38,000,000	 	 	 	(3,000,000	)	 	 	35,000,000	 	 	 	6.00	%
	17

	 	December 30, 2011
	 	 	35,000,000	 	 	 	(3,000,000	)	 	 	32,000,000	 	 	 	6.00	%
	18

	 	January 30, 2012
	 	 	32,000,000	 	 	 	—	 	 	 	32,000,000	 	 	 	0.00	%
	19

	 	February 29, 2012
	 	 	32,000,000	 	 	 	—	 	 	 	32,000,000	 	 	 	0.00	%
	20

	 	March 30, 2012
	 	 	32,000,000	 	 	 	—	 	 	 	32,000,000	 	 	 	0.00	%
	21

	 	April 30, 2012
	 	 	32,000,000	 	 	 		 	 	 	32,000,000	 	 	 	0.00	%




Schedule 3.1




1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	Amortization
	Months	 	 	 	Beg. Amount	 	Amortization	 	End Amount	 	Percentage
	22

	 	May 30, 2012
	 	 	32,000,000	 	 	 	—	 	 	 	32,000,000	 	 	 	0.00	%
	23

	 	June 30, 2012
	 	 	32,000,000	 	 	 	—	 	 	 	32,000,000	 	 	 	0.00	%
	24

	 	July 30, 2012
	 	 	32,000,000	 	 	 	(3,000,000	)	 	 	29,000,000	 	 	 	6.00	%
	25

	 	August 30, 2012
	 	 	29,000,000	 	 	 	(3,000,000	)	 	 	26,000,000	 	 	 	6.00	%
	26

	 	September 30, 2012
	 	 	26,000,000	 	 	 	(3,000,000	)	 	 	23,000,000	 	 	 	6.00	%
	27

	 	October 30, 2012
	 	 	23,000,000	 	 	 	(3,000,000	)	 	 	20,000,000	 	 	 	6.00	%
	28

	 	November 30, 2012
	 	 	20,000,000	 	 	 	(3,000,000	)	 	 	17,000,000	 	 	 	6.00	%
	29

	 	December 30, 2012
	 	 	17,000,000	 	 	 	(3,000,000	)	 	 	14,000,000	 	 	 	6.00	%
	30

	 	January 30, 2013
	 	 	14,000,000	 	 	 	—	 	 	 	14,000,000	 	 	 	0.00	%
	31

	 	February 28, 2013
	 	 	14,000,000	 	 	 	—	 	 	 	14,000,000	 	 	 	0.00	%
	32

	 	March 30, 2013
	 	 	14,000,000	 	 	 	—	 	 	 	14,000,000	 	 	 	0.00	%
	33

	 	April 30, 2013
	 	 	14,000,000	 	 	 	—	 	 	 	14,000,000	 	 	 	0.00	%
	34

	 	May 30, 2013
	 	 	14,000,000	 	 	 	—	 	 	 	14,000,000	 	 	 	0.00	%
	35

	 	June 30, 2013
	 	 	14,000,000	 	 	 	(7,000,000	)	 	 	7,000,000	 	 	 	14.00	%
	36

	 	July 30, 2013
	 	 	7,000,000	 	 	 	(7,000,000	)	 	 	—	 	 	 	14.00	%






Schedule 3.1




2









 





Schedule 6.10(a)




Existing Debt



Base: June 30, 2010



Financial Agreements



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding Amount	 	 
	 	 	 	 	 	 	 	 	(interests	 	 
	Creditor	 	Debtor	 	Date of Execution	 	Date of Maturity	 	accrued included)	 	Guarantors
	Banco Pine

	 	Angelica Agroenergia Ltda.
	 	Sep/24/2009
	 	May/17/2011
	 	R$	8,813,717.00
	 	Adeco Brasil Participações Ltda., and Usina Monte Alegre Ltda.
	Rabobank — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	8,191,133.64

14,756,327.64
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil Participações
Ltda., Adecoagro Comércio, Exportação e Importação Ltda. e
Usina Monte Alegre Ltda.
	Itaú BBA — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	8,191,133.64

14,756,327.64
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil Participações
Ltda., Adecoagro Comércio, Exportação e Importação Ltda., e
Usina Monte Alegre Ltda.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding Amount	 	 
	 	 	 	 	 	 	 	 	(interests	 	 
	Creditor	 	Debtor	 	Date of Execution	 	Date of Maturity	 	accrued included)	 	Guarantors
	RBS — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	8,191,133.64
14,756,327.64
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil
Participações Ltda., Adecoagro Comércio, Exportação
e Importação Ltda. e Usina Monte Alegre Ltda.
	Unibanco — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	8,191,133.64
14,756,327.64
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil
Participações Ltda., Adecoagro Comércio, Exportação
e Importação Ltda. e Usina Monte Alegre Ltda.
	HSBC — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	4,095,566.85
7,378,163.63
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil
Participações Ltda., Adecoagro Comércio, Exportação
e Importação Ltda. e Usina Monte Alegre Ltda.
	Bradesco — PPE

	 	Angelica Agroenergia Ltda.
	 	Jul/13/2007
	 	Oct/31/2013
	 	US$
R$	4,095,566.85
7,378,163.63
	 	Adeco Agropecuária Brasil Ltda., Adeco Brasil
Participações Ltda., Adecoagro Comércio, Exportação
e
Importação Ltda. e
Usina Monte Alegre
Ltda.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding Amount	 	 
	 	 	 	 	 	 	 	 	(interests 	 	 
	Creditor	 	Debtor	 	Date of Execution	 	Date of Maturity	 	accrued included)	 	Guarantors
	Rabobank — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	2,539,518.00
	 	Adeco Brasil
Participações Ltda.
	Santander — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	2,457,512.00
	 	Adeco Brasil
Participações Ltda.
	Itaú BBA — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	2,457,512.00
	 	Adeco Brasil
Participações Ltda.
	Unibanco — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	2,457,512.00
	 	Adeco Brasil
Participações Ltda.
	HSBC — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	1,225,816.00
	 	Adeco Brasil
Participações Ltda.
	Bradesco — BNDES A

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Apr/15/2018
	 	R$	1,225,816.00
	 	Adeco Brasil
Participações Ltda.
	Rabobank — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	27,508,795.00
	 	Adeco Brasil
Participações Ltda.
	Santander — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	26,621,415.00
	 	Adeco Brasil
Participações Ltda.
	Itaú BBA — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	26,621,415.00
	 	Adeco Brasil
Participações Ltda.
	Unibanco — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	26,621,415.00
	 	Adeco Brasil
Participações Ltda.
	HSBC — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	13,310,634.00
	 	Adeco Brasil
Participações Ltda.
	Bradesco — BNDES B/C

	 	Angelica Agroenergia Ltda.
	 	Feb/1st/2008
	 	Feb/15/2018
	 	R$	13,310,634.00
	 	Adeco Brasil
Participações Ltda.
	Bradesco

	 	Angelica Agroenergia Ltda.
	 	Mar/08/2010
	 	Sep/06/2010
	 	R$	2,792,042.00
	 	Leonardo Raul Berridi
	Banco Fibra

	 	Angelica Agroenergia Ltda.
	 	Mar/18/2010
	 	Jan/12/2011
	 	US$
R$	1,532,500.00
2.760.798,75
	 	Promissory Note,
guaranty of Orlando
Carlos Editore and
Leonardo Raul Berridi






 









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding Amount	 	 
	 	 	 	 	 	 	 	 	(interests	 	 
	Creditor	 	Debtor	 	Date of Execution	 	Date of Maturity	 	accrued included)	 	Guarantors
	Banco ABC

	 	Angelica Agroenergia Ltda.
	 	Mar/20/2007
	 	Apr/16/2012
	 	R$	1,691,932.00
	 	Usina Monte Alegre Ltda., Leonardo
Raul Berridi and Marcelo Weyland
Vieira
	Banco De Lage Landen

	 	Angelica Agroenergia Ltda.
	 	Apr/09/2009
	 	Apr/15/2014
	 	R$	1,831,799.00
	 	Usina Monte Alegre Ltda. and Adeco
Agropecuária Brasil Ltda.
	Banco Volvo

	 	Angelica Agroenergia Ltda.
	 	Jun/01/2009
	 	Mar/17/2014
	 	R$	2,362,738.00
	 	Promissory Note and guaranty of
Marcelo Weyland Vieira and Leonardo
Raul Berridi
	Banco Volkswagen

	 	Angelica Agroenergia Ltda.
	 	Feb/05/2009
	 	Jul/15/2014
	 	R$	1,406,130.00
	 	Adeco Brasil Participações Ltda. and
Leonardo Raul Berridi
	Banco John Deere (2 loans)

	 	Angelica Agroenergia Ltda.
	 	Mar/31/2009
	 	May/15/2014
	 	R$	3,025,019.00
	 	Adeco Brasil Participações Ltda. and a
guaranty of Leonardo Raul Berridi, and
Orlando Carlos Editore
	Banco do Brasil

	 	Angélica Agroenergia Ltda.
	 	May/26/2010
	 	Nov/15/2010
	 	R$	20,139,885.00
	 	Ivinhema Agroenergia Ltda. and Adeco
Brasil Participações Ltda.
	Banco Pine

	 	Angélica Agroenergia Ltda.
	 	May/16/2010
	 	Jun/15/2012
	 	R$	10,295,633.00
	 	Adeco Brasil Participações Ltda and
Usina Monte Alegre Ltda.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding Amount	 	 
	 	 	 	 	 	 	 	 	(interests	 	 
	Creditor	 	Debtor	 	Date of Execution	 	Date of Maturity	 	accrued included)	 	Guarantors
	Banco Fibra

	 	Angélica Agroenergia Ltda.
	 	Apr/20/2010
	 	Jan/18/2011
	 	US$
R$	1,521,250.00
2,740,531.88
	 	Promissory Note, and a guaranty of
Orlando Carlos Editore and Leonardo
Raul Berridi
	Deutsche Bank

	 	Angélica Agroenergia Ltda.
	 	Mar/31/2010
	 	Aug/28/2010
	 	US$
R$	20,443,913.00
36,829,709.49
	 	Adecoagro LLC
	Banco Bic

	 	Angélica Agroenergia Ltda.
	 	Apr/27/2010
	 	Dec/23/2010
	 	US$
R$	2,204,889.00
3,647,837.33
	 	Promissory Note, and a guaranty of
Leonardo Raul Berridi
	Banco Modal

	 	Angélica Agroenergia Ltda.
	 	Apr/28/2010
	 	Oct/29/2010
	 	US$
R$	3,541,037.50
6,379,179.06
	 	Promissory Note and a guaranty of
Adeco Brasil Participações Ltda. and
Leonardo Raul Berridi
	Banco Bradesco

	 	Angélica Agroenergia Ltda.
	 	Jun/23/2010
	 	Jan/31/2011
	 	US$
R$	3,503,606.94
6,311,747.91
	 	Leonardo Raul Berridi
	Banco Pine

	 	Angélica Agroenergia Ltda.
	 	Jun/01/2010
	 	Feb/10/2011
	 	US$
R$	3,653,393.33
6,581,588.09
	 	Adeco Brasil Participações Ltda., and
Usina Monte Alegre Ltda.
	Banco do Brasil

	 	Angélica Agroenergia Ltda.
	 	Apr/12/2010
	 	Jan/25/2011
	 	R$	1,479,988.00
	 	Usina Monte Alegre Ltda.
	Banco De Lage Landen

	 	Angélica Agroenergia Ltda.
	 	Nov27/2009
	 	Apr/15/2016
	 	R$	2,864,609.00
	 	Adeco Brasil Participações Ltda. and
Adeco Agropecuária Brasil Ltda.
	Banco John Deere

	 	Angélica Agroenergia Ltda.
	 	Dec/30/2009
	 	May/15/2015
	 	R$	4,677,312.00
	 	Adeco Brasil Participações Ltda, and
guaranty of Leonardo Raul
Berridi and Orlando Carlos Editore







 











 





Schedule 6.10 (b)




Existing Liens



Base: June 30, 2010



Assets Granted as Securities




	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	 

	 	 	 	BELA MANHÃ FARMLAND
	 	PPE AGREEMENT Þ US$40,000,000,00

SINDICATE OF BANKS (RABOBANK, ROYAL BANK

OF SCOTLAND, HSBC, BRADESCO, ITAU BBA,

UNIBANCO)
	 

	 	 	 	OURO VERDE FARMLAND
	 
	 

	 	 	 	APROX. 9.000 HA OF SUGARCANE FARMING
	 
	 

	 	 	 	TAKUARÊ FARMLAND
	 	FINEM/BNDES ÞR$146.360.991,00
SINDICATE OF BANKS (RABOBANK, REAL, HSBC,
BRADESCO, ITAU BBA, UNIBANCO)-
	 

	 	 	 	BUILDINGS
	 
	 

	 	 	 	BNDES STAGE 1 AND 2 MACHINERY, APPARATUS AND EQUIPMENT
	 
	 

	 	 	 	ADECO BRASIL PARTICIPAÇÕES LTDA.’S QUOTAS IN ANGELICA	 
	9

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	AGRICULTURAL TRUCK DOUBLE CARRIERS TAC DC
	 	BANCO ABC BRASIL Þ R$481.281
	10

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	AGRICULTURAL CARRIERS TAC 10500	 
	16

	 	VOLKSWAGEM CAMINHÕES E ÔNIBUS IND.COM. DE VEÍCULOS COMERCIAIS LTDA
	 	TRUCK CHASSIS VW 31.320 E 6X4
	 	BANCO ABC BRASIL Þ R$1.691.932
	3

	 	VOLKSWAGEM CAMINHÕES E ÔNIBUS IND.COM. DE VEÍCULOS COMERCIAIS LTDA
	 	TRUCK CHASSIS VW 13.180 E 4X2	 
	19

	 	JOHN DEERE
	 	HARVESTERS
	 	BANCO JOHN DEERE Þ R$7.702.331






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	40

	 	VALTRA
	 	TRACTORS
	 	BANCO DE LAGE LANDEN Þ R$4.983.575
	52

	 	ANTONIOSI TECNOLOGIA AGROINDUSTRIAL LTDA
	 	CARRIERS
	 	BANCO DE LAGE LANDEN Þ R$3.055.104
	11

	 	VOLVO
	 	TRUCKS
	 	BANCO VOLVO Þ R$2.362.737,82
	25

	 	VOLKSWAGEN
	 	TRUCKS
	 	BANCO VOLKSWAGEN Þ R$3.233.275,63
	 

	 	 	 	POWER PURCHASE AGREEMENT WITH CCEE
	 	BANCO PINE S.A. Þ R$20.550.000,00
	 

	 	 	 	APROX. 6.219 HA OF SUGARCANE
	 	BANCO PINE S.A. Þ R$20.550.000,00
	 

	 	 	 	APROX. 948 HA OF SUGARCANE
	 	BANCO DO BRASIL S.A. Þ R$1.700.000,00
	 
	 	 	 	 	 	 
	DESCRIPTION OF BNDES STAGE 1 AND 2 MACHINERY, APPARATUS AND EQUIPMENT

	 
	 	 	 	 	 	 
	3

	 	AGRICASE S/A EQUIPAMENTOS

	 	HARVESTERS
	 	-FINEM/BNDES Þ R$146.360.991,00

SINDICATE OF BANKS (RABOBANK, REAL, HSBC,

BRADESCO, ITAU BBA, UNIBANCO)
	1

	 	DEMAG CRANES & COMPONENTS LTDA
	 	EKKE OVERHEAD CRANES
	 
	1

	 	DEMAG CRANES & COMPONENTS LTDA
	 	ZKKE OVERHEAD CRANES	 
	1

	 	DEMAG CRANES & COMPONENTS LTDA
	 	ZSKE OVERHEAD CRANES — ROLLING ROAD	 	 
	1

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	VOLATILE ORGANIC WASTE COMPUNDER C.R.O.-3.0	 	 
	6

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	PLOWING GRID WITH LATERAL HYDRAULIC FOLD GDRA-48	 	 
	1

	 	DMB MAQUINAS E IMPLEMENTOS AGRÍCOLAS
	 	OPENER SPECIAL WITH FERTILIZER. BRASS LINE 1 AC. ROAD ARRAS.	 	 
	1

	 	DEDINI S/A INDUSTRIAS DE BASE
	 	DISINTEGRATOR FOR CANE SAMPLE KNIVES AND HAMMERS	 	 
	1

	 	DEDINI S/A INDUSTRIAS DE BASE
	 	HYDRAULIC PRESS FOR SUGAR CANE ANALYSIS	 	 
	21

	 	NETZSCH DO BRASIL INDUSTRIA E COMÉRCIO LTDA.
	 	NEMO NM PUMP	 	 
	1

	 	EDRA DO BRASIL INDUSTRIA E COMÉRCIO LTDA
	 	FRP VERTICAL CYLINDER TANK	 	 
	1

	 	EDRA DO BRASIL INDUSTRIA E COMÉRCIO LTDA
	 	IRRIGATION SYSTEM BY CONVENTIONAL ASPERSION SIED 1	 	 
	14

	 	SIEMENS LTDA
	 	POWER SUBSTATION	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	1

	 	MOTOCANA MAQUINAS E IMPLEMENTOS LTDA
	 	LOADER CM 50-P SUPER 2000	 	 
	1

	 	ITALINDUSTRIA TERMO ELETROMECANICA LTDA
	 	RECTANGULAR ELECTROMAGNETIC SEPARATORS MANUAL EIRSS	 	 
	5

	 	DMB MAQUINAS E IMPLEMENTOS AGRICOLAS LTDA
	 	SF SUPER CULTIVPAOR OSC W/ PAÚBA. CX RSF	 	 
	1

	 	VENTEC AMBIENTAL EQUIPAMENTOS E INSTALAÇÕES LTDA
	 	VENTILATION SYSTEM WITH FILTERING	 	 
	3

	 	GASCOM EQUIPAMENTOS INDUSTRIAIS LTDA
	 	AGRIPUMP	 	 
	2

	 	GASCOM EQUIPAMENTOS INDUSTRIAIS LTDA
	 	PROLUB	 	 
	3

	 	GASCOM EQUIPAMENTOS INDUSTRIAIS LTDA
	 	S.O.S 4 IN 1	 	 
	1

	 	EQUIPE INDUSTRIA MECANICA LTDA
	 	PUMP TYPE EQ4-125-100-24	 	 
	1

	 	METALURGICA FAZANARO IND E COM LTDA
	 	HYDRATED LIME	 	 
	5

	 	ENGEVAL ARARAS ENG. DE VALV. E EQUIP LTDA
	 	INDUSTRIAL GATE VALVES	 	 
	2

	 	ENGEVAL ARARAS ENG. DE VALV. E EQUIP LTDA
	 	INDUSTRIAL GLOBE VALVES	 	 
	2

	 	ENGEVAL ARARAS ENG. DE VALV. E EQUIP LTDA
	 	INDUSTRIAL CHECK VALVES	 	 
	3

	 	INDUSTRIA E COM DE BALANCAS JUNDIAI LTDA
	 	ROAD, RAIL AND ROAD/ RAIL SCALE 5213-5303-3510/F-4800/RF	 	 
	6

	 	SEMCO EQUIPAMENTOS INDUSTRIAIS LTDA
	 	VERTICAL AGITATOR PMV-04 PTO	 	 
	1

	 	SEMCO EQUIPAMENTOS INDUSTRIAIS LTDA
	 	VERTICAL AGITATOR PMV-08 PTV	 	 
	4

	 	SEMCO EQUIPAMENTOS INDUSTRIAIS LTDA
	 	VERTICAL AGITATOR PMV-10 PTS	 	 
	2

	 	SEMCO EQUIPAMENTOS INDUSTRIAIS LTDA
	 	VERTICAL AGITATOR PMV-10 PTS	 	 
	8

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB ETA	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	1

	 	OMEL BOMBAS E COMPRESSORES LTDA
	 	MODULARIZED PROCESS METERING PUMP MP	 	 
	1

	 	OMEL BOMBAS E COMPRESSORES LTDA
	 	DIAPHRAGM METERING PUMP DMD	 	 
	1

	 	SERMATEC INDÚSTRIA E MONTAGENS LTDA
	 	ACQUATUBULAR STEAM GENERATOR OR BOILER HPB-VS-500	 	 
	7

	 	MAUSA S/A. EQUIPAMENTOS INDUSTRIAIS
	 	SCM CENTRIFUGAL SEPARATOR	 	 
	1

	 	ROMAGNOLE PRODUTOS ELETRICOS S.A
	 	POWER TRANSFORMER	 	 
	2

	 	SPIRAX SARCO INDUSTRIA E COMERCIO LTDA.
	 	FILTER TYPE Y	 	 
	7

	 	AEROTÉCNICA UNIÃO INDÚSTRIA E COM. LTDA.
	 	HUMIDIFIER ADIABATIC FILTER UFA	 	 
	1

	 	FLENDER BRASIL LTDA
	 	SPEED REDUCER REDUREX	 	 
	2

	 	TECNOPLASTICO BELFANO LTDA
	 	IRRIGABELI IRRIGATION SET	 	 
	4

	 	GBA CALDEIRARIA E MONTAGENS INSDUSTRIAIS LTDA
	 	HEAT EXCHANGER TUBULAR HEAT EXCHANGER	 	 
	2

	 	DURCON EQUIPAMENTOS INDUSTRIAIS LTDA
	 	LEVEL DISPLAY DUALCOLOR / CONCENTRATION	 	 
	4

	 	RENK ZANINI S/A EQUIPAMENTOS INDUSTRIAIS
	 	PLANETARY GEAR BOX PAF ... PBF ..., PCF.	 	 
	1

	 	SMAR EQUIPAMENTOS INDUSTRIAIS LTDA
	 	CURRENT CONVERTER MOD FI303	 	 
	1

	 	SMAR EQUIPAMENTOS INDUSTRIAIS LTDA
	 	CURRENT CONVERTER MOD IF303	 	 
	2

	 	SMAR EQUIPAMENTOS INDUSTRIAIS LTDA
	 	V PROFIBUS COUNTER-POSITIONER MOD FY 303	 	 
	1

	 	T.J.A. — INDUSTRIA E COMÉRCIO LTDA
	 	ANGULAR RELIEF VALVE 450 A DIAMETER 1500 MM	 	 
	2

	 	GBA CALDEIRARIA E MONTAGENS INSDUSTRIAIS LTDA
	 	STANDARD VERTICAL PIPE EVAPORATOR ROBERT	 	 
	1

	 	SFAY EQUIPAMENTOS INDUSTRIAIS LTDA
	 	REFLECTIVE LEVEL DISPLAY	 	 
	4

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	SUPER PLOWING GRID WITH TIRES FOR TRANSPORT SGAC-16R	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	7

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	SUPER PLOWING INTERMEDIATE GRID WITH TIRES FOR TRANSPORT SGIC-30R	 	 
	1

	 	ECOSAN EQUIPAMENTOS P/SANEAMENTO LTDA.
	 	HIGH ROTATION SURFACE AERATOR “PROPULSAIR” ARP-010A ARP-750	 	 
	1

	 	NG METALÚRGICA LTDA
	 	ALCOHOL DEHIDRATOR UNIT VIA MOLECULAR SIEVE	 	 
	3

	 	DMB MÁQUINAS E IMPLEMENTOS AGRICOLAS LTDA
	 	POI-OSCILLATING COVERING GREASE LIQUID INSECTICIDE 310 L	 	 
	1

	 	FACCHINI S/A
	 	DRY LOAD BODY	 	 
	2

	 	FACCHINI S/A
	 	TRUCK BODY	 	 
	1

	 	FACCHINI S/A
	 	MUNK BODY STEEL STRUCTURE	 	 
	2

	 	FACCHINI S/A
	 	CARRY-AL SEMI-TRAILER	 	 
	10

	 	AGRICASE S/A EQUIPAMENTOS
	 	RAW AND CHOPPED CANE HARVESTER(W/ MATS) A7700	 	 
	1

	 	AGRICASE S/A EQUIPAMENTOS
	 	RAW SUGAR CANE HARVESTER A7700	 	 
	2

	 	FSE — FÁBRICA DE SISTEMAS DE ENERGIA LTDA
	 	INDUSTRIAL MICROCONTROLLED RECTIFIER SPR-TPR	 	 
	15

	 	USICAMP EQPTOS AGRÍCOLAS, INDÚSTRIAIS E RODOVIÁRIOS LTDA
	 	DOLLY 02 AXLES WITH 5-WHEEL TABLE
FD-US-E2 C/5 WHEELS	 	 
	30

	 	USICAMP EQPTOS AGRÍCOLAS, INDÚSTRIAIS E RODOVIÁRIOS LTDA
	 	SEMI-TRAILER FOR CANE TRANSPORT SRC-US-HI	 	 
	1

	 	HIDROMECÂNICA GERMEK LTDA
	 	DIESEL MOTO-PUMP	 	 
	1

	 	CALDEIRARIA E TANOARIA MARTELLI LTDA — EPP
	 	STAINLESS STEEL RESERVOIR	 	 
	5

	 	FILCEN IND. COM. EQUIPTOS E ASSIST. TECNICA LTDA
	 	BAGASSE CONVEYOR BELT	 	 
	1

	 	EQUILIBRIO BALANCEAMENTOS INDUSTRIAIS LTDA
	 	ROTARY SIEVE P.R.E.	 	 
	1

	 	USICAMP IMPLEMENTOS PARA TRANSPORTES LTDA
	 	HYDRAULIC CRANE	 	 
	1

	 	GBA CALDEIRARIA E MONTAGENS INSDUSTRIAIS LTDA
	 	SUGAR CANE DECANTER SRI	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	2

	 	NG METALÚRGICA LTDA
	 	CUSTOM ALCOHOL DISTILLATION AND DEPURATION UNIT	 	 
	16

	 	SHARK TRATORES S/A
	 	AGRICULTURAL TRACTOR BH180 ON
WHEELS 4 X 4	 	 
	4

	 	SHARK TRATORES S/A
	 	AGRICULTURAL TRACTOR ON WHEELS
BM110 4 X 4	 	 
	1

	 	SHARK TRATORES S/A
	 	AGRICULTURAL TRACTOR ON WHEELS BM85 4X2-4X4 AND PCR	 	 
	1

	 	DRESSER INDUST E COM LTDA.
	 	FUEL DISTRIBUTOR PUMP 3 / G 2200	 	 
	3

	 	FILCEN IND. COM. EQUIPTOS E ASSIST. TECNICA LTDA
	 	BAGASSE CHAIN/CRACK TRASNPORTER	 	 
	3

	 	CENTURY INDUSTRIA E COMERCIO DE BOMBAS LTDA
	 	CENTRIFUGE PUMP BCV 80-315	 	 
	1

	 	BAMBOZZI TALHAS E MOTO ESMERIL LTDA.
	 	THREEPHASE MOTO-EMERY COLUMN 6775 — 3.5 HP	 	 
	1

	 	BAMBOZZI TALHAS E MOTO ESMERIL LTDA.
	 	THREEPHASE MOTO-EMERY COLUMN 6780 — 5.0 HP	 	 
	5

	 	SIDERACO INDUSTRIAL DO BRASIL LTDA
	 	GAS STATION TANK NBR13785 W/ JACKET	 	 
	2

	 	ÓRION SISTEMAS E AUTOMAÇÃO INDUSTRIAL LTDA
	 	ELECTRIC AUTOMATION PANELS PLC 70	 	 
	4

	 	DRESSER INDUST E COM LTDA.
	 	FUEL DISTRIBUTOR PUMP 3 / G 3000	 	 
	1

	 	CENTURY INDUSTRIA E COMERCIO DE BOMBAS LTDA
	 	CENTRIFUGE PUMP BCV 300-315	 	 
	7

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	MEDIUM REVERSIBLE PLOW AIVECA CIVEMASA AACR-4M	 	 
	7

	 	SHARK TRATORES S/A
	 	AGRICULTURAL TRACTOR ON WHEELS BL88 4X2 AND 4X4	 	 
	2

	 	INGERSOLL RAND DO BRASIL LTDA
	 	ROTARY SCREW AIR COMPRESSOR SSR XF40HP TO SSR XF200HP	 	 
	1

	 	EQUILIBRIO BALANCEAMENTOS INDUSTRIAIS LTDA
	 	CLARIFIED JUICE ROTARY SIEVE P.R.E.C	 	 
	1

	 	HERBICAT LTDA
	 	SPRAYER WITH HERBIPLUS BARS 9 RUAS 1400 L	 	 
	3

	 	RANDON S/A IMPLEMENTOS E PARTICIPAÇÕES
	 	DOLLY ROCKER FOR RODOTREM DL BL RT	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	26

	 	RANDON S/A IMPLEMENTOS E PARTICIPAÇÕES
	 	CONVOY DOLLY ROCKER DL PC BL	 	 
	52

	 	RANDON S/A IMPLEMENTOS E PARTICIPAÇÕES
	 	CHOPPED CANE SEMI-TRAILER HILLO SR CP HI	 	 
	1

	 	RANDON S/A IMPLEMENTOS E PARTICIPAÇÕES
	 	CARRY- ALL SEMI-TRAILER SR-CT-RB	 	 
	1

	 	SMV VALVULAS INDUSTRIAIS LTDA
	 	INDUSTRIAL BUTTERFLY VALVES STEAN-SEAL	 	 
	5

	 	SMV VALVULAS INDUSTRIAIS LTDA
	 	INDUSTRIAL BUTTERFLY VALVE WAFFER API	 	 
	2

	 	CENTURY INDUSTRIA E COMERCIO DE BOMBAS LTDA
	 	PUMP CFN 125-420	 	 
	3

	 	SMAR EQUIPAMENTOS INDUSTRIAIS LTDA
	 	TEMPERATURE TRANSMITTER TT303	 	 
	1

	 	MOTOCANA MAQUINAS E IMPLEMENTOS LTDA
	 	OBLIQUOS PROBE SO 4M	 	 
	1

	 	CCRG EQUIPAMENTOS INDUSTRIAIS LTDA
	 	VERTICAL STORAGE TANK	 	 
	1

	 	METALURGICA RIBEIRO LTDA
	 	WATER METER 2 “ZC 17 20 C / CI / CPX / CPXI	 	 
	4

	 	MOTOCANA MAQUINAS E IMPLEMENTOS LTDA
	 	HYDRAULIC CRANE MG 18 LT4	 	 
	3

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	HYDRAULIC LIMESTONE DISTRIBUTOR SPANDER 12.0 CHC	 	 
	1

	 	PRENSSO MAQUINAS LTDA
	 	SAWING OR CUTTING MACHINE MC-3001	 	 
	1

	 	PRENSSO MAQUINAS LTDA
	 	SINTER POST MOLDING PRESS PVE — 100 / PHE — 100	 	 
	1

	 	PRENSSO MAQUINAS LTDA
	 	TERMINAL PRESS HYDRO-PNEUMATIC OR MANUAL MM40	 	 
	1

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	LOADER CART 15T	 	 
	2

	 	WEG EQUIPAMENTOS ELÉTRICOS S/A
	 	THREE-PHASE INDUCTION MOTOR M LINE	 	 
	1

	 	CECCATO DMR INDUSTRIA MECANICA LTDA
	 	AGRICULTURAL VEHICLE WASHING SYSTEM	 	 
	1

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	THIRD POINT FERTILIZER OPENER CIVEMASA SATP (X)	 	 
	4

	 	HIDROMECÂNICA GERMEK LTDA
	 	AGRICULTURAL MOTO-PUMP SET	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	4

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	3-LINE SUGAR CANE CULTIVATOR CCS-4	 	 
	1

	 	VALVULAS S.F. INDUSTRIA E COMERCIO LTDA
	 	FLAP CHECK VALVES	 	 
	2

	 	VALVULAS S.F. INDUSTRIA E COMERCIO LTDA
	 	FLAP CHECK VALVES	 	 
	1

	 	WEG EQUIPAMENTOS ELÉTRICOS S/A
	 	SYNCHRONOUS GENERATOR S LINE	 	 
	1

	 	WEG EQUIPAMENTOS ELÉTRICOS S/A
	 	TRANSFORMER POWER SUBSTATION ABOVE 10 MVA	 	 
	4

	 	WEG EQUIPAMENTOS ELÉTRICOS S/A
	 	THREE-PHASE INDUCTION MOTOR LINE H	 	 
	2

	 	SIDERACO INDUSTRIAL DO BRASIL LTDA
	 	HORIZONTAL AIR TANK 15,000 L	 	 
	6

	 	DMB MÁQUINAS E IMPLEMENTOS AGRÍCOLAS
	 	CHOPPED SUGAR CANE PLANTER W/ MOTOR-DRIVE FERTILIZER	 	 
	1

	 	VIBROMAQ BALANCEAMENTOS INDUSTRIAIS LTDA — EPP
	 	SUGAR-CANE ROTATING FILTER FC-12000	 	 
	1

	 	MARTELLI EQUIPAMENTOS INDUSTRIAIS LTDA
	 	HORIZONTAL / VERTICAL JUICE HEATER	 	 
	1

	 	ZANARDO INSTRUMENTAÇÃO INDUSTRIAL LTDA.
	 	SIGNALING WHISTLE FOR MILLSTONE (SERIES 870)	 	 
	2

	 	BRAY CONTROLS INDÚSTRIA DE VALVULAS LTDA
	 	ROTARY ACTUATED BALL VALVE	 	 
	24

	 	BRAY CONTROLS INDÚSTRIA DE VALVULAS LTDA
	 	ROTARY ACTUATED BUTTERFLY VALVE	 	 
	2

	 	BRAY CONTROLS INDÚSTRIA DE VALVULAS LTDA
	 	ROTARY CONTROL VALVE BUTTERFLY	 	 
	4

	 	BRAY CONTROLS INDÚSTRIA DE VALVULAS LTDA
	 	BUTTERFLY VALVE	 	 
	1

	 	FILCEN IND. COM. EQUIPTOS E ASSIST. TECNICA LTDA
	 	HELICAL SUGAR CANE CARRIER	 	 
	1

	 	R G SERTAL INDUSTRIA E COMERCIO LTDA
	 	MILLSTONE LUBRICATION SYSTEM GREASE	 	 
	1

	 	NG METALÚRGICA LTDA
	 	BACKPRESSURE TURBO REDUCER HB SERIES	 	 
	5

	 	GBA CALDEIRARIA E MONTAGENS INSDUSTRIAIS LTDA
	 	DORNA FOR ALCOHOLIC FERMENTATION	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	3

	 	GBA CALDEIRARIA E MONTAGENS INSDUSTRIAIS LTDA
	 	ALCOHOL RESERVOIR 20MM	 	 
	10

	 	RIBEIRO VEÍCULOS S/A
	 	TRUCK FM 480 6X4T	 	 
	14

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	ARGICULTURAL OVERFLOW DRAG CIVEMASA TAC	 	 
	14

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	DOUBLE ARGICULTURAL OVERFLOW DRAG ON TRUCK CIVEMASA TAC-DC	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	SHREDDER TYPE COP-10	 	 
	3

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	INTERMEDIATE MAT	 	 
	4

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	MILLING SEVERAL SIZES -1175 X 2200MM C / ACOPLTO	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	SLICER FIXED AND OSCILATING KNIFE	 	 
	1

	 	MARTELLI EQUIPAMENTOS INDUSTRIAIS LTDA
	 	CONVENTIONAL PRE-EVAPORPAOR 2000 M2-SAE	 	 
	1

	 	TRANTER INDÚSTRIA E COMÉRCIO DE EQUIPAMENTOS LTDA
	 	SUPERCHANGER PLATE HEAT EXCHANGER GF 057 A 187	 	 
	7

	 	TRANTER INDÚSTRIA E COMÉRCIO DE EQUIPAMENTOS LTDA
	 	PLATE HEAT EXCHANGER	 	 
	2

	 	IMBIL - INDUSTRIA E MANUTENÇÃO DE BOMBAS ITA LTDA
	 	MOTO-PUMP SET BV	 	 
	3

	 	IMBIL - INDUSTRIA E MANUTENÇÃO DE BOMBAS ITA LTDA
	 	MOTO-PUMP SET INI	 	 
	6

	 	IMBIL - INDUSTRIA E MANUTENÇÃO DE BOMBAS ITA LTDA
	 	MOTO-PUMP SET ITAP	 	 
	5

	 	IMBIL - INDUSTRIA E MANUTENÇÃO DE BOMBAS ITA LTDA
	 	MOTO-PUMP SET TCI	 	 
	9

	 	AGRICASE S/A EQUIPAMENTOS
	 	AGRICULTURAL TRACTOR CASE MODEL MAGNUM 220 4X4 TRACTION W/CABIN	 	 
	3

	 	ENGEVAP — ENGENHARIA E EQUIPAMENTO LTDA
	 	VERTICAL/HORIZONTAL NOISE ATTENUATOR (AT)	 	 
	2

	 	TRACAN MAQS E SISTS PARA AGRICULTURA LTDA
	 	CHOPPED2-LINE CANE PLANTER PTX7010	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	8

	 	VTR VETTOR EQUIPAMENTOS INDUSTRIAIS LTDA	 	WATER COOLING TOWER VTF-980, 1100, 1230	 	 
	
1

	 	VTR VETTOR EQUIPAMENTOS INDUSTRIAIS LTDA
	 	WATER, VINASSE, OR ACID COOLING TOWER, VTF OR VTV 520 TO 23	 	 
	4

	 	WEG EQUIPAMENTOS ELÉTRICOS S/A
	 	MEDIUM VOLTAGE FREQUENCY INVERTER MVW01	 	 
	5

	 	WEG AUTOMAÇÃO S/A
	 	DISTRIBUTION AND MANEUVER MT TABLES	 	 
	48

	 	ANTONIOSI TECNOLOGIA AGROINDUSTRIAL LTDA
	 	OVERFLOW CART ATA 10500	 	 
	1

	 	IMBIL - INDUSTRIA E MANUTENÇÃO DE BOMBAS ITA LTDA
	 	PUMP ITAP	 	 
	1

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB HYDROBLOC M	 	 
	1

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP DRAINER KRT KSB	 	 
	3

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP LCC KSB	 	 
	40

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB MEGACHEM	 	 
	9

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB MEGANORM	 	 
	1

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB MULTITEC	 	 
	1

	 	KSB BOMBAS HIDRÁULICAS S.A
	 	PUMP KSB MEGANORM	 	 
	1

	 	CIVEMASA IMPLEMENTOS AGRÍCOLAS LTDA
	 	“QUEBRA-LOMBO” CULTIVATOR CIVEMASA CQL	 	 
	1

	 	EDRA SANEAMENTO BASICO INDUSTRIA E COMERCIO LTDA
	 	CONVENTIONAL ASPERSION SPRINKLING SYSTEM EDRA — SIED 1	 	 
	1

	 	VOLKSWAGEM CAMINHÕES E ÔNIBUS IND.COM. DE VEÍCULOS COMERCIAIS
LTDA
	 	TRUCK CHASSIS VW 13180 EC	 	 
	1

	 	VOLKSWAGEM CAMINHÕES E ÔNIBUS IND.COM. DE VEÍCULOS COMERCIAIS
LTDA
	 	TRUCK CHASSIS VW 31320 CNC	 	 
	1

	 	VOLKSWAGEM CAMINHÕES E ÔNIBUS IND.COM. DE VEÍCULOS COMERCIAIS
LTDA
	 	TRUCK CHASSIS VW 5.140E DELIVERY	 	 
	6

	 	USICAMP EQPTOS AGRÍCOLAS, INDÚSTRIAIS E RODOVIÁRIOS LTDA
	 	BOARD BODY ON CHASSIS CPSC-US	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	3

	 	SETORIAL IRRIGAÇÃO COMERCIAL LTDA.
	 	SELF-PROPELLED SPOOL REEL HR	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	SCATTERER WITH EXTERNAL Ø 1500 MM	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	DEFIBRILATED CANE MAT- 86 ”	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	METALLIC MAT FOR CANE WITH CRACKS	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	TILTED CANE FEEDER TABLE	 	 
	1

	 	SIMISA — SIMIONI METALURGICA LTDA
	 	HILO DUMPER 45 TON	 	 
	1

	 	BAMBOZZI SOLDAS LTDA
	 	TDC RECTIFIER 430 ED TDC 430 ED	 	 
	1

	 	MARTELLI EQUIPAMENTOS INDUSTRIAIS LTDA
	 	STANDARD SOOT DECANTER FOR BOILER GAS WASHER WATER	 	 
	3

	 	FLUID BRASIL SISTEMAS E TECNOLOGIA S.A
	 	CONVETIONAL LIQUID TREATMENT STATION ETA	 	 
	1

	 	CECCATO DMR INDUSTRIA MECANICA LTDA
	 	TREATMENT SYSTEM WSDEC 20M3/H	 	 
	1

	 	ORION TECNOLOGICA E SISTEMA AGRIC. LTDA
	 	CANE COVERING MAX CAN	 	 
	15

	 	CALDEIRARIA E TECNOLOGIA MARTELLI LTDA
	 	STORAGE TANK OR CYLINDRICAL RESERVOIR	 	 
	3

	 	MARTELLI EQUIPAMENTOS INDUSTRIAIS LTDA
	 	DORNA 900 M3 CYLINDRICAL	 	 
	3

	 	MARTELLI EQUIPAMENTOS INDUSTRIAIS LTDA
	 	STORAGE TANK FOR ALCOHOL 20MM3 CYLINDRICAL	 	 
	1

	 	NG METAL ÚRGICA LTDA
	 	ATMOSPHERICAL CO2 WASHING /ETHANOL RECOVERY COLUMN	 	 
	33

	 	RANDON IMPLEMENTOS PARA O TRANSPORTE LTDA.
	 	DOLLY ROCKER FOR RODOTREM MOD DL, BL, KT	 	 
	66

	 	RANDON IMPLEMENTOS PARA O TRANSPORTE LTDA.
	 	CHOPPED CANE SEMI-TRAILER MOD SR CP HI	 	 
	1

	 	BILLTEC INDUSTRIA E COMERCIO DE
EQPTOS INDUSTRIAIS LTDA
	 	WATER TREATMENT STATION	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	1

	 	BILLTEC INDUSTRIA E COMERCIO DE EQPTOS INDUSTRIAIS LTDA
	 	MAT FILTER WITH SLUDGE BACKFLUSH 55M2	 	 
	1

	 	BILLTEC INDUSTRIA E COMERCIO DE EQPTOS INDUSTRIAIS LTDA
	 	CONTAINMENT HOPPER 29M3	 	 
	4

	 	WEG ITAJAI EQUIPAMENTOS ELETRICOS LTDA
	 	DRY TRANSFORMERS WEG	 	 
	1

	 	STEMAC S/A — GRUPOS GERADORES
	 	GENERATOR GROUP UP TO 500 KVA — WEG BT	 	 
	1

	 	GTEC SERVICE IND.COM.EQIP.ELETRICOS LTDA
	 	MEDIUM VOLTAGE CUBICLE WITH SWITCH AND FUSE CMT SF 17KV	 	 
	2

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	FERTILIZER AND LIQUID FILLER BAZUKA MIX 12.0	 	 
	1

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	“QUEBRA LOMBO” CULTIVATOR SOLLUS	 	 
	1

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	HYDRAULIC SUGAR CANE DISTRIBUTOR	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	JUICE PROCESSING CIP TANK	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	WATER TANK SCREEN WASHING JUICE PROCESSING	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	HYDRATED ALCOOHOL PRODUCTION TANK	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	FILTERED JUICE PROCESSING TANK	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	JUICE PROCESSING STEAM CONDENSATE TANK	 	 
	1

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	TANK CAL TREATMENT OF MILK JUICE	 	 
	2

	 	ROMASUL INDUSTRIA METALURGICA LTDA — ME
	 	OIL TANK FUSEL ALCOHOL PRODUCTION	 	 
	5

	 	SOLLUS MECANIZAÇÃO AGRÍCOLA LTDA
	 	ASH HERBICIDE SOLLUS APPLICATOR KIT	 	 
	1

	 	INCON ELETRÔNICA LTDA EPP
	 	HYDRAULIC SYSTEM DIGITAL ANALYSER MPG01 — KIT	 	 
	1

	 	INCON ELETRÔNICA LTDA EPP
	 	HIDRAULIC FLOW MEASUREMENT TURBINE MPG-V300/MPG-V150	 	 






 









 






	 	 	 	 	 	 	 
	QUANT	 	MANUFACTURER	 	ASSET DESCRIPTION	 	OUTSTANDING PRINCIPAL AMOUNT
	1

	 	EQUIPE INDUSTRIA MECANICA LTDA
	 	HORIZONTAL CENTRIFUGAL PUMP, SINGLE-STAGE SERIES EQP, EQPI	 	 
	1

	 	INTER-VALVULAS INDUSTRIA, COMERCIO, IMPORTACAO E EXPORTACAO
LTDA.
	 	BIPARTITE BUTTERFLY VALVE 150 10
”	 	 
	9

	 	INTER-VALVULAS INDUSTRIA, COMERCIO, IMPORTACAO E EXPORTACAO
LTDA.
	 	CHECK VALVE	 	 
	1

	 	EQUIPE INDUSTRIA MECANICA LTDA
	 	HORIZONTAL CENTRIFUGE PUMP, MULTI-STAGE BAP-A	 	 







 











 





Schedule 7.26




Investments




Base: June 30, 2010




1. Rural Partners (Leased Farms)



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total value of	 	Initial Date	 	Term	 	 
	Parties	 	advances (R$)	 	(mm/dd/yyyy)	 	(mm/dd/yyyy)	 	Observations
	Adélio Crippa e outra

	 	 	747.977,90	 	 	11/20/2008
	 	harvest 2015
	 	Fazenda Piravevê
	Acmassi Agropecuária Ltda.

	 	 	5.078.525,39	 	 	05/30/2007
	 	Feb/2016
	 	Fazenda Formosa
	Amaury José de Carvalho

	 	 	73.210,66	 	 	12/15/2009
	 	harvest 2016
	 	Fazenda Recanto
	Amaury José de Carvalho

	 	 	27.626,66	 	 	12/16/2009
	 	harvest 2016
	 	Fazenda Boa Vista
	Ana Lia Garcia Bunning

	 	 	16.268,80	 	 	08/28/2007
	 	harvest 2014
	 	Fazenda Santa Inês
	Ana Maria Buischi de Soveral

	 	 	142.374,08	 	 	07/01/2008
	 	harvest 2015
	 	Fazenda Aurora
	Antonio Morais dos Santos Junior e Outra

	 	 	391.900,70	 	 	9/11/2009
	 	harvest 2016
	 	Fazenda Serrana
	 	11/29/2006
	 	harvest 2013
	 	Fazenda Serrana
	 	12/28/2009
	 	harvest 2016
	 	Fazenda Serrana
	Antonio Scatolin Filho e Outro

	 	 	688.174,48	 	 	03/20/2009
	 	harvest 2016
	 	Fazenda Santa Ana
	Décio Garcia Nascimento

	 	 	1.211.685,86	 	 	01/23/2007
	 	harvest 2014
	 	Fazenda Cerejo
	 	01/30/2007
	 	harvest 2014
	 	Fazenda Cerejo
	Edson José Bernardes e Outra

	 	 	293.110,72	 	 	12/23/2009
	 	harvest 2016
	 	Fazenda Marca Salto
	Fernando Antonio Buischi

	 	 	107.557,39	 	 	07/01/2008
	 	harvest 2015
	 	Fazenda Boa Vista
	Flávio José Polcaco e outros

	 	 	325.884,93	 	 	01/10/2007
	 	harvest 2014
	 	Fazenda Ipacaray
	Francimari Binotti Conti Narimatsu e Outro

	 	 	73.604,53	 	 	10/01/2008
	 	harvest 2015
	 	Fazenda Alvorada
	Graziela Garcia Bunning de Moraes e Outra

	 	 	32.537,59	 	 	08/28/2007
	 	harvest 2014
	 	Fazenda Santa Inês
	Hisako Hara e Outros

	 	 	166.670,33	 	 	11/08/2006
	 	harvest 2012
	 	Fazenda Santa Rosa
	José Bianor Scatolin 

	 	 	116.778,67	 	 	07/22/2009
	 	harvest 2016
	 	Fazenda Rancho Alegre
	 	07/22/2009
	 	harvest 2016
	 	Fazenda Rancho Alegre
	Leopoldo Valerio Zamechi

	 	 	270.816,00	 	 	07/27/2009
	 	harvest 2016
	 	Fazenda Santa Maria
	Lucinda Garcia Carvalho

	 	 	83.529,95	 	 	12/15/2009
	 	harvest 2016
	 	Fazenda Santa Lúcia
	 

	 	 	 	 	 	02/28/2007
	 	harvest 2014
	 	Fazenda Santa Lúcia
	Marcelo Bastos Ferraz

	 	 	6.860,22	 	 	05/26/2006
	 	harvest 2013
	 	Fazenda Kurupay
	Marcelo Henrique Bassi e Outra

	 	 	39.609,50	 	 	05/26/2008
	 	harvest 2015
	 	Fazenda Nova Esperança
	Maria Inês Garcia Bunning

	 	 	49.492,80	 	 	10/28/2009
	 	harvest 2016
	 	Fazenda Santa Inês
	Maria Isabel Morais de Castro e Outros

	 	 	1.566.123,77	 	 	08/28/2008
	 	harvest 2015
	 	Fazenda Torre Forte
	 

	 	 	 	 	 	08/22/2007
	 	harvest 2014
	 	Fazenda Torre Forte
	Mauro Hiroshi Hara

	 	 	83.335,16	 	 	11/08/2006
	 	harvest 2012
	 	Fazenda Santa Rosa
	Monica Franco de Godoy Falcone e Outro

	 	 	182.120,68	 	 	02/11/2010
	 	harvest 2016
	 	Fazenda Santa Maria
	Nivaldo Barranco

	 	 	121.576,43	 	 	03/30/2006
	 	harvest 2012
	 	Fazenda Recanto II
	Ney Conti

	 	 	122.682,99	 	 	09/23/2008
	 	harvest 2015
	 	Fazenda Flor de Maio
	Orivaldo de Oliveira Medeiros e Outra

	 	 	123.844,60	 	 	04/16/2008
	 	harvest 2015
	 	Fazenda São José
	Oswaldo Badan

	 	 	60.709,42	 	 	12/21/2006
	 	harvest 2013
	 	Fazenda Santa Natália
	Ozias Manoel da Costa e Outra

	 	 	384.450,82	 	 	11/01/2006
	 	harvest 2013
	 	Fazenda Esplanada
	Ricardo Kanji Hara

	 	 	83.335,16	 	 	11/08/2006
	 	harvest 2012
	 	Fazenda Santa Rosa
	Sandra Regina Conti Ruella e Outro

	 	 	18.293,33	 	 	11/06/2009
	 	harvest 2016
	 	Fazenda Continental
	Sidney Ivo Gerlack e Outros

	 	 	888.570,10	 	 	09/01/2008
	 	harvest 2015
	 	Fazenda São Gabriel
	 	 	 	08/11/2008
	 	harvest 2015
	 	Fazenda Cristalino
	 	 	 	07/01/2006
	 	31/12/2011
	 	Fazenda Cristalino
	Zeunu Simões e Outros
	 	 	2.295.245,97	 	 	11/16/2005
	 	933,33 ha — harvest/
2017; and 833,33 ha
— harvest/2011
	 	Fazenda Santista
	 	 	 	11/16/2005
	 	933,33 ha — harvest/
2017; and 833,33 ha
— harvest/2011
	 	Fazenda Santista
	 	 	 	11/16/2005
	 	933,33 ha — harvest/
2017; and 833,33 ha
— harvest/2011
	 	Fazenda Santista






 









 






2. Sugar cane provider




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Initial Date	 	Term	 	 
	Parties	 	Value of advances (R$)	 	(mm/dd/yyyy)	 	(mm/dd/yyyy)	 	Observations
	Kennedy Ulian e Outros

	 	 	350.000,00	 	 	04/01/2010
	 	04/10/2018
	 	-






3. Financial applications




	 	 	 	 	 	 	 	 	 	 	 
	Parties	 	Value of advances (R$)	 	Date (mm/dd/yyyy)	 	Type	 	Observations
	Banco do Brasil S.A.

	 	 	10.000.000,00	 	 	06/02/2010
	 	Certificates of Bank Deposits
	 	Funds available immediately
	Banco Pine S.A.

	 	 	8.168.000,00	 	 	06/07/2010

06/21/2010

06/24/2010
	 	Agricultural Letter of Credit
	 	Funds available immediately
	Banco Bradesco S.A.

	 	 	882.686,89	 	 	09/25/2009
	 	Treasury Financial Letters
	 	Pledged in favor of the
Power Transmission
Agreement executed between
Angélica and Brilhante
Transmissora de Energia
Ltda. June 26, 2009.
	Banco Industrial e Comercial S.A.

	 	 	532.340,77	 	 	04/29/2010
	 	Certificates of Bank Deposits
	 	Pledged in favor of
advances of Export
Contract with Banco
Industrial e Comercial
S.A.






4. Advances




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Term	 	 
	Parties	 	Value of advances (R$)	 	Date (mm/dd/yyyy)	 	(mm/dd/yyyy)	 	Observations
	Other accounts receivable

	 	 	251.216,67	 	 	n/a
	 	n/a
	 	(i) R$248.310,67
advances to
insurances; and
(ii) R$2.906,00
other advances;
	Advance to supplies

	 	 	217.110,6	 	 	n/a
	 	n/a
	 	(i) R$134.001,79
advances to
contractors; and
(ii) R$83.098,81
advances to
employees.







 











 





EXHIBIT A




FORM OF PROMISSORY NOTE



			
	 	 	 
	U.S.$                                        

New York, New York
	 	Dated:                     , 2010






     FOR VALUE RECEIVED, ANGÉLICA AGROENERGIA LTDA., a limited liability company duly organized
and validly existing under the laws of Brazil (the “Borrower”), hereby unconditionally
promises to pay to DEUTSCHE BANK AG, LONDON BRANCH (the “Initial Lender”), or its
successors and assigns in accordance with the terms of the Agreement (as defined below), the
principal sum of [THIRTY MILLION U.S. DOLLARS (U.S.$30,000,000)]1 [TWENTY MILLION U.S.
DOLLARS (U.S.$20,000,000)]2 in immediately available funds, on the dates and in the
principal amounts provided in the Senior Secured Loan Facility, dated as of July [•], 2010, by and
between the Borrower and the Initial Lender (as amended, supplemented or otherwise modified from
time to time, the “Agreement”). Any capitalized term used herein but not otherwise defined
shall have the meaning ascribed to such term in the Agreement.



     The Borrower further promises to pay interest on the unpaid principal amount hereof at the
rate(s), and payable at the times, specified in the Agreement, and to pay interest on demand on
any overdue amount as provided in the Agreement.



     Both principal and interest are payable at [insert name of bank], Account No.: ____ in the name
of the Initial Lender, or any other account pursuant to such wiring instructions as the Initial
Lender, or its successors or assigns, may designate from time to time in writing, in immediately
available funds, in each case in U.S. Dollars, free and clear of and without deduction for any and
all present and future Taxes, all as set forth in the Agreement.



     This Note is one of the Notes referred to in, and is entitled to the benefits of, the
Agreement and evidences a Loan made by the Initial Lender thereunder. The Agreement, among other
provisions, contains provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and for the optional and/or mandatory prepayments of the Loans upon the terms
and conditions stated therein.



     To the extent permitted by law, the Borrower hereby waives diligence, presentment, demand of
payment, protest or notice of any kind whatsoever in connection with this Note. The nonexercise by
the holder hereof of any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance.



     This Note shall be governed by, and construed in accordance with, the law of the State of New
York, without giving effect to any conflict of laws principles that would require the application
of the laws of another jurisdiction.





 




			
	1	 	To be included in Promissory Note delivered on the Closing Date.
	 
	2	 	To be provided in Promissory Note delivered on the Second Borrowing Date.




Exhibit A-1









 










     ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST BORROWER OR WITH RESPECT TO OR ARISING OUT OF
THIS NOTE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE
COUNTY OF NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS NOTE, BORROWER ACCEPTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF
OR IN CONNECTION WITH THIS NOTE, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL
ACTION OR PROCEEDING BY BORROWER (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR
PROCEEDINGS BROUGHT AGAINST BORROWER IN ANY OTHER JURISDICTION). BORROWER IRREVOCABLY CONSENTS TO
THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO
THIS NOTE) IN NEW YORK, NEW YORK.



     In the event of commencement of any action, suit, litigation or other similar proceeding to
enforce payment of this Note and accrued interest, if any, the Borrower agrees to pay such
additional sums for all reasonable and documented expenses and attorney fees.



[The remainder of the page is blank. Signatures continue on following page]









Exhibit A-2









 









	 	 	IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered as of
the day and year first written above.





	 	 	 	 	 
	 	ANGÉLICA AGROENERGIA LTDA.,
 as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Witnesses:

 	 	 
	 	 	 
	Name:  	 	 	 
	ID: 	 	 
	 




Exhibit A-3











 





EXHIBIT B




FORM OF NOTICE OF BORROWING



[           
         ], 2010



Deutsche Bank AG, London Branch,

as Initial Lender under the Loan Agreement referred to below



[     
               ] 

[              
      ]



Attention: [        
            ]



Ladies and Gentlemen:


          The undersigned refers to the Senior Secured Loan Facility dated as of July [•], 2010 (as
amended, supplemented or otherwise modified from time to time, the “Loan Agreement”),
between Angélica Agroenergia Ltda., as Borrower, and Deutsche Bank AG, London Branch, as Initial
Lender. Terms defined in the Loan Agreement are used herein as defined therein.




          The undersigned hereby irrevocably gives you notice, pursuant to Section 2.2 and Section 3.6
of the Loan Agreement, that the undersigned hereby requests the borrowing of a Loan under the Loan
Agreement (each such request, a “Proposed Borrowing”), as follows:





	 	(1)	 	The Business Day of the Proposed Borrowing (which shall be [the
Closing Date][the Second Borrowing Date]) is [                    ], 2010.
	 
	 	(2)	 	The principal amount of the Proposed Borrowing is U.S.$[30,000,000]1 [20,000,000]2.





          The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:



          (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Agreement and any other Loan Document and each of the
representations and warranties contained in any certificate furnished by or on behalf of the Borrower pursuant to the Loan Agreement and any other Loan Document are true and correct in all material
 respects on and as of the date of the Proposed Borrowing as if made on and as of such date (it being understood that any representation or warranty which by its terms is made as of a specific date




 




			
	1	 	To be included in Promissory Note delivered on the Closing Date.
	 
	2	 	To be provided in Promissory Note delivered on the Second Borrowing Date.





Exhibit B-1








 









 







shall be required to be true and correct only as of such specified date), before and immediately
after giving effect to the Proposed Borrowing;




          (ii) no Default or Event of Default has occurred and is continuing or would result from
such Proposed Borrowing or from the application of proceeds therefrom;




          [insert (iii) and (iv) below for Notice of Borrowing in connection with the Second Borrowing
Date]




          [(iii) as of the Second Borrowing Date, no event or act has occurred since the Closing Date
that has had or would reasonably be expected to have a Material Adverse Effect;




          (iv) as of the Second Borrowing Date, the Debt Service Reserve Account has a balance at
least equal to the Minimum Balance.]




          In the event that the Borrower fails to borrow its Loan on the proposed Borrowing Date for any
reason (including the failure of any of the conditions precedent specified in Article V of the Loan
Agreement to be satisfied or waived on the proposed Borrowing Date), the undersigned hereby agrees
to pay to the Initial Lender, upon the request of the Initial Lender, such amount as shall be
sufficient (in the opinion of the Initial Lender) to compensate the Initial Lender for any loss,
cost or expense that the Initial Lender may sustain or incur in connection with the failure to
borrow a Loan on the proposed Borrowing Date excluding the loss of any anticipated profits, but
including any such loss, cost or expense arising from the liquidation or redeployment of funds
obtained by the Initial Lender to fund its Loan, or from fees payable to terminate the deposits
from which such funds were obtained.




          The undersigned hereby irrevocably instructs the Initial Lender to disburse the aggregate
principal amount of the Proposed Borrowing, as set forth above, from the Initial Lender by wire
transfer of immediately available funds to the undersigned’s account at the financial institution
indicated below, according to the following payment instructions:




	 	 	 	 	 

	 

	 	Bank Name:
	 	                                        
	 

	 	Bank Address:
	 	                                        
	 

	 	ABA Number:
	 	                                        
	 

	 	Account Number:
	 	                                        
	 

	 	Attention:
	 	                                        
	 

	 	Reference:
	 	                                        







          The instructions contained in this Notice of Borrowing will be effective at 11:00 a.m. on the
proposed Borrowing Date.




Exhibit B-2








 









 








	 	 	 	 	 
	 	Very truly yours,



ANGÉLICA AGROENERGIA LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B-3








 









 








EXHIBIT C




FORM OF ASSIGNMENT AGREEMENT




     Reference is made to the Senior Secured Loan Facility, dated as of July [•], 2010 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), by and between
ANGÉLICA AGROENERGIA LTDA., a limited liability company organized under the laws of Brazil
(together with its successors, the “Borrower”) and DEUTSCHE BANK AG, LONDON BRANCH
(together with its successors and permitted assigns and any other bank, financial institution or
other Person that becomes a Lender, the “Lenders”). All capitalized terms used herein but
not otherwise defined have the meaning given to them in the Agreement.



____________________ (the “Assignor”) and ____________________ (the “Assignee”)
hereby agree as follows:




     1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the
Assignor without recourse to the Assignor, as of the Effective Date (as defined below), a _____%
interest in and to the Loan(s) made by the Assignor outstanding on the Effective Date in the
aggregate principal amount set forth in Annex 1 hereto, and the Assignor’s related rights and
obligations as a Lender under the Agreement and other respective Loan Documents (collectively, the
“Assigned Interest”).



     2. The Assignor:



          A. makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Agreement or any other instrument or document furnished pursuant thereto, other than
that it is the legal and beneficial owner of, and has not created any adverse claim upon, the
interest being assigned by it hereunder and that such interest is free and clear of any such adverse
claim;




          B. makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of the Affiliates or any other Person
obligated in respect of any Loan Document or the performance or observance by the Borrower,
any of the Affiliates, or any other Person of any of their respective obligations under any
Loan Document or any other instrument or document furnished pursuant hereto or thereto; and




          C. will present the Note(s) held by it to the Borrower and request that the Borrower exchange such Note(s) for [a new Note] [new Notes] of the Borrower payable to the
Assignee and (if the Assignor has retained any interest in the Loan(s)) [a replacement Note]
[replacement Notes] payable to the Assignor in the respective amounts that reflect the
assignment being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date (defined below)).




Exhibit C-1






 









 








     3. The Assignee:



          A. represents and warrants that (i) it has full power and authority and has
taken all action necessary, to execute and deliver this Assignment Agreement and to consummate
the transactions contemplated hereby and to become a Lender under the Agreement and (ii) it
satisfies the requirements, if any, specified in the Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender.




          B. confirms that it has received a copy of the Agreement, together with a
copy of the most recent financial statements delivered pursuant to Section 5.1(n) of the
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment Agreement;




          C. agrees that it will, independently and without reliance upon the Assignor
or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the
Agreement and the other Loan Documents and any other instrument or document furnished
pursuant hereto or thereto;




          D. appoints and authorizes the Initial Lender to take such action on its behalf
and to exercise such powers and discretion under the Agreement and the other respective Loan
Documents and any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Initial Lender, by the terms thereof, together with such powers as are
incidental thereto; and




          E. agrees that it will be bound by the provisions of the Agreement and will
perform in accordance with their respective terms all the obligations which by the terms of
the Agreement are required to be performed by it as a Lender.




     4. Following the execution of this Assignment Agreement, it will be delivered to the
Borrower and shall be effective upon the date of execution (the “Effective Date”).



     5. Except as otherwise separately agreed between the Assignor and the Assignee, any payments of principal, interest, fees and other amounts accrued with respect to the
Assigned Interest: (a) prior to the Effective Date, shall be for the account of the Assignor, and (b)
on and after the Effective Date, shall be for the account of the Assignee. Each of the Assignor and
the Assignee agrees that it shall hold in trust for the other party any payments of principal,
interest, fees and other amounts that it may receive to which the other party is entitled pursuant to
the preceding sentence and pay to the other party any such amounts that it may receive promptly
upon receipt.



     6. The Assignor and the Assignee each shall pay its own costs and expenses
(including attorney costs) incurred in connection with the negotiation, preparation, execution
and performance of this Agreement and related documents.



Exhibit C-2








 









 








     7. From and after the Effective Date:



          A. the Assignee shall be a party to the Agreement and, to the extent provided
in this Assignment Agreement, have the rights and obligations of a Lender thereunder and under
the other Loan Documents and shall be bound by the provisions thereof; and




          B. the Assignor shall, to the extent provided in this Assignment Agreement,
relinquish its rights and be released from its obligations under the Agreement.




     8. This Assignment Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and the same
instrument.




     9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




[The remainder of the page is blank. Signatures continue on following page]




Exhibit C-3







 









 








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



	 	 	 	 	 
	 	[name of Assignor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[name of Assignee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit C-4





 











 





Annex 1




to



Assignment Agreement




	1.	 	Borrower: ANGÉLICA AGROENERGIA LTDA.
	 
	2.	 	Date of Agreement: July [•], 2010
	 
	3.	 	Assignor:
	 
	4.	 	Assignee:
	 
	5.	 	Date of Assignment Agreement:
	 
	6.	 	Effective Date:
	 
	7.	 	Amount Payable by the Assignee to the Assignor (if any) on the Effective Date:
	 
	8.	 	Assigned Amount:
	 
	9.	 	Payment Instructions:


Assignor:

Assignee:
	 
	10.	 	Assignee’s Notice Instructions:
	 
	11.	 	Other Information:




Exhibit C-5









 











EXHIBIT D




FORM OF SENIOR OFFICER’S CERTIFICATE


I,                     , the Brazil Chief Financial Officer of Angélica Agroenergia Ltda. (the
“Company”), DO HEREBY CERTIFY that:





     (a) This Certificate is being executed in connection with the Senior Secured Loan
Facility dated as of July [•], 2010 (the “Agreement”) between the Company, as the
Borrower, and Deutsche Bank AG, London Branch, as Initial Lender. Terms defined in the
Agreement are used herein as defined therein.




     (b) As to the matters herein below set forth, I either have personal knowledge or have
obtained information from officers or employees in whom I have confidence and whose duties
require them to have personal knowledge thereof, and I make this certification to the
Lender pursuant to the provisions of the Agreement with the intent and understanding that
this certification shall be relied upon by the Lender as a basis for the consummation of
the transactions contemplated by the Agreement.




     (c) Both before and after giving effect to the borrowing of the Loan [on the Closing
Date]1 [on the Second Borrowing Date]2:




     (i) all representations and warranties made by the Borrower contained
in each of the Loan Documents are true and correct in all material respects on and
as of the date hereof (it being understood that any representation or
warranty which by its terms is made as of a specific date shall be required to be
true and correct only as of such specific date);




     (ii) the Borrower is in compliance with all of its respective
covenants and agreements contained in any Loan Document;




     (iii) no Default or Event of Default exists as of the date hereof or would
result therefrom;




     (iv) since December 31, 2009, no event or circumstance has occurred that
has had, or could reasonably be expected to have, a Material Adverse Effect; and




     (v) the documents delivered in connection with Section 5.1(j) of the
Agreement represent all necessary licenses, consents, authorizations and approvals
of, and notices to and filings and registrations with, any Governmental





 




			
	1	 	To be included in Officer’s Certificate delivered on the Closing Date.
	 
	2	 	To be included in Officer’s Certificate delivered on the Second Borrowing Date.




Exhibit D-1









 











Authority (other than the Central Bank) required in connection with its or the Borrower’s
performance of their respective obligations under the Agreement, [other than the BNDES
Approval]3 [including the BNDES Approval]4.



     WITNESS my hand this ____ day of July, 2010.



 

Name:

Title: Brazil Chief Financial Officer






 




			
	3	 	To be included in Officer’s Certificate delivered on the Closing Date.
	 
	4	 	To be included in Officer’s Certificate delivered on the Second Borrowing Date.




Exhibit D-2









 










EXHIBIT E




FORM OF LEGAL OPINION OF BRAZILIAN COUNSEL TO THE BORROWER



To:




Deutsche Bank AG, London Branch

Winchester House, 1 Great Winchester Street,

London, EC2N 2DB

United Kingdom




São Paulo, [          ], 2010



Dear Sirs,





	1.	 	We have acted as special Brazilian legal advisers to Angélica Agroenergia Ltda. (the
“Borrower”) in connection with the execution of: (i) a certain Senior Secured Loan Facility
entered into by and between the Borrower and Deutsche Bank AG, London Branch (“Deutsche Bank”)
dated July 28, 2010 in the amount up to US$50,000,000.00 (fifty million United States dollars)
(the “Facility”); (ii) a certain mortgage deed entered into by and between the Borrower and
Deutsche Bank, whereby the “Takuare” farm was mortgaged in second degree in favor of Deutsche
Bank in order to secure the obligations under the Facility (the “Mortgage Deed”); and (iii) a
certain account control agreement entered into by and among the Borrower, Deutsche Bank Trust
Company Americas, as Securities Intermediary and Deutsche Bank, dated July 30, 2010 (the
“Control Agreement”). Capitalized terms used herein but not defined herein shall have the
meaning set forth in the Facility.
	 
	2.	 	For the purpose of this opinion, we have examined originals and or copies, certified or
otherwise identified to our satisfaction, of the following documents:






	 	2.1.	 	the Facility;
	 
	 	2.2.	 	the Mortgage Deed;
	 
	 	2.3.	 	the Control Agreement;
	 
	 	2.4.	 	the Promissory Notes;
	 
	 	2.5.	 	the 29th Amendment to the Articles of Association (Contrato
Social) of the Borrower;




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	 	2.6.	 	the approval letter signed by
Brazilian National Economic and Development
Bank — BNDES authorizing the Borrower to
mortgage the Takuare farm in favor of
Deutsche Bank, attached hereto as Exhibit I;
	 
	 	2.7.	 	the approval letter signed by Banco Rabobank International Brasil S.A., as
leading financial agent under the BNDES On-lending Agreement, authorizing the
Borrower to mortgage the Takuare farm attached hereto as Exhibit II; and
	 
	 	2.8.	 	such other documents and instruments, and such laws,
decrees, authorizations, consents and approvals, as we have deemed necessary as a
basis for the opinions hereinafter expressed.






	3.	 	References in this opinion to:






	 	3.1.	 	the “Specified Transactions” are to:






	 	3.1.1	 	the execution and delivery by the Borrower of the Facility,
and the performance of its obligations thereunder;
	 
	 	3.1.2	 	the execution and delivery by the Borrower of the Mortgage
Deed, and the performance of its obligations thereunder;
	 
	 	3.1.3	 	the execution and delivery by the Borrower of the Promissory
Notes, and the performance of its obligations thereunder;
	 
	 	3.1.4	 	the execution and delivery by the Borrower of the Control
Agreement and the performance of its obligations thereunder; and
	 
	 	3.1.5	 	the taking of all action and the doing of all other things
provided for in the Facility, the Promissory Notes, the Mortgage Deed and the
Control Agreement or otherwise necessary or desirable in connection with any
rights and/or obligations thereto.






	4.	 	In giving this opinion, we have made the following assumptions:






	 	4.1.	 	the accuracy of all documents and information furnished to us;
	 
	 	4.2.	 	that all the documents submitted to us as copies of specimen documents
conform to their original and that the originals of such documents are authentic;
	 
	 	4.3.	 	that all relevant documents have been validly authorized, executed and
delivered by all of the parties thereto (other than the Borrower) and that the






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	 	 	 	performance thereof is within the capacity and powers of each of the parties
thereto (other than the Borrower);
	 
	 	4.4.	 	that the signatures on the original of all documents submitted to us are
genuine; and
	 
	 	4.5.	 	that the Facility, the Control Agreement and the Promissory Notes are legal,
valid, binding and enforceable under the laws of the State of New York.






	5.	 	We express no opinion as to any laws other than the Brazilian laws and we have
assumed that there is nothing in any other law that affects our opinion. Particularly we
have made no independent investigation of the laws of the State of New York as a
basis for the opinion stated herein and do not express or imply any opinion on such
laws. We are qualified to practice law in Brazil, and the opinions stated herein relate
only to the Brazilian laws as in force of the date hereof.
	 
	6.	 	Based upon and subject to the above, we are of the opinion that:






	 	6.1.	 	the Borrower is duly incorporated and in good standing, with limited
liability,
and validly existing under the laws of Brazil and have full power and authority
to own and operate its properties;
	 
	 	6.2.	 	the Borrower has the power to carry out the Specified Transactions;
	 
	 	6.3.	 	the Borrower has taken all necessary corporate actions to authorize the
signing, the entry into, and the performance of its obligations under the
Facility, the Promissory Notes, the Mortgage Deed and the Control Agreement,
as the case may be;
	 
	 	6.4.	 	none of the Specified Transactions does or will (i) conflict with, violate or result
in a breach of any Brazilian Law, judgment, award, injunction or similar legal
restriction in effect, or (ii) contravene the Organizational Documents of the
Borrower;
	 
	 	6.5.	 	the Borrower is the legitimate owner of the Takuare Farm and is authorized
and has all necessary powers to grant it in mortgage in favor of Deutsche Bank;
	 
	 	6.6.	 	Takuare farm is free and clear of any Lien, except for the first degree mortgage
under the BNDES On-lending Agreement;




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	 	6.7.	 	the execution and delivery and performance by the Borrower of any Loan
Document to which it is a party, and compliance with the terms and provisions
thereof, will not result in a breach or violation of any terms and provisions of
or constitute a default under: (i) the BNDES On-lending Agreement; and (ii)
Loan Agreement (Cédula de Crédito Bancário) issued by the Borrower in favor
of Banco Pine S.A. on September 24, 2009 in the amount of R$20,555,000.00;
	 
	 	6.8.	 	to our knowledge, after due inquiry, the Borrower is not the object of any
litigation, action, suit, investigation, claim, arbitration or other proceeding
pending or threatened against the Borrower by or before any Governmental
Authority or arbitrator that except as disclosed in the Facility or its Exhibits
and/or Schedules: (i) in the aggregate, has had or, if adversely determined,
could reasonably be expected to have a Material Adverse Effect; or (ii)
purports to affect the legality, validity, binding effect or enforceability of any of
the Loan Documents or the transactions contemplated in the Facility;
	 
	 	6.9.	 	subject to item 6.10 below, the obligations of the Borrower under the Facility,
the Control Agreement, the Promissory Notes and the Mortgage Deed, as the
case may be, are legal, valid, binding and enforceable in accordance with their
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, creditor’s composition (recuperação judicial e
extra-judicial), or other similar laws relating to or affecting generally
enforcement of creditor’s rights from time to time in effect;
	 
	 	6.10.	 	all actions, conditions and things required by the laws of, or any regulatory
authority in Brazil, to be taken, fulfilled and done (including the obtaining of
any necessary approval, authorization, exemption, license or permission and
the making of any necessary filing, recording or registration) in order to enable
the Borrower to carry out the Specified Transactions and to ensure the legality,
validity, enforceability or admissibility in evidence of the Facility, the Control
Agreement, the Promissory Notes and the Mortgage Deed in the courts of
Brazil have been taken, fulfilled and done, except for:
	 
	 	 	 	in relation to the Facility:






	 	(i)	 	the registration of the schedule of payments (esquema de
pagamento) under the applicable ROF (as defined below) in connection with
and after any disbursement under the Facility;
	 
	 	(ii)	 	the further authorizations by the Central Bank of Brazil
(“BACEN”) required to enable the Borrower to remit payments




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	 	 	 	abroad in foreign currency of principal, interest, commissions, costs,
expenses under the Facility reflected in the relevant Registro Declaratório de
Operações Financeiras (“ROF”) later than 120 days as of their due date;
	 
	 	(iii)	 	the further authorizations by BACEN to enable the Borrower to remit
payments abroad in foreign currency of principal, interest, commissions, costs,
expenses under the Facility not reflected in the relevant ROF;
	 
	 	(iv)	 	the notarization of the signatures of the parties to the Facility by a
notary public licensed as such under the place of signing and the authentication of
the signature of such notary public by the nearest Brazilian Consulate;
	 
	 	(v)	 	the translation of the Facility into Portuguese by a certified
translator (tradutor público juramentado); and
	 
	 	(vi)	 	the registration of the Facility, with its respective certified
translations into the Portuguese language, with the appropriate Registry of Deeds
and Documents (Registro de Títulos e Documentos);






	 	 	 	in relation to the Control Agreement:






	 	(i)	 	the notarization of the signatures of the parties to the Control
Agreement by a notary public licensed as such under the place of signing and the
authentication of the signature of such notary public by the nearest Brazilian
Consulate;
	 
	 	(ii)	 	the translation of the Control Agreement into Portuguese by a certified
translator (tradutor público juramentado); and
	 
	 	(iii)	 	the registration of the Control Agreement, with its respective
certified translations into the Portuguese language, with the appropriate Registry
of Deeds and Documents (Registro de Títulos e Documentos);






	 	 	 	in relation to the Mortgage Deed:






	 	 	 	the registration of the Mortgage Deed with the appropriate Real Estate
Registry (Registro de Imóveis).






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	 	 	 	in relation to the Promissory Notes:






	 	 	 	the translation of the Promissory Notes into Portuguese by a certified
translator (tradutor público juramentado).






	 	6.11.	 	It is not necessary under the laws of Brazil:






	 	(i)	 	in order to enable any person to exercise or enforce its
rights under the Facility, the Promissory Notes, the Control Agreement and
the Mortgage Deed; or
	 
	 	(ii)	 	by reason of any person being or becoming party to the
Facility, to the Promissory Notes, the Control Agreement and to the Mortgage
Deed, or the performance by such person of its obligations thereunder;






	 	 	 	that any such person be licensed, qualified or otherwise entitled to carry on business in
Brazil, nor will any such performance violate any applicable law in Brazil;
	 
	 	6.12.	 	non-resident parties to the Facility, the Promissory Notes, the Control
Agreement and the Mortgage Deed, will not be deemed resident, domiciled,
carrying on business or subject to taxation in Brazil solely by the reason of the
execution, delivery, performance or enforcement of such agreements and
promissory notes;
	 
	 	6.13.	 	no stamp, registration, documentary or similar taxes are payable under the
laws of Brazil by reason of the Specified Transactions or in relation to any
enforcement proceedings in respect of the Facility, the Promissory Notes, the
Control Agreement and the Mortgage Deed, except for: (i) charges required by
a certified translator, when needed; (ii) the registration of the Facility, the
Control Agreement and/or the Mortgage Deed with the appropriate Registries;
and (iii) court costs, which may be due;
	 
	 	6.14.	 	payment of principal arising under the Facility, the Control Agreement or
Promissory Notes is not subject to withholding or deduction for or on account
of any taxes, duties, assessments or governmental charges in Brazil. Payments
of interest or other amounts deemed similar to income generated from
borrowed funds by Brazilian tax law arising from payment under the Facility,
the Control Agreement or the Promissory Notes will be subject to Brazilian
withholding tax at (i) the general rate of 15%; or (ii) at a rate up to 25% if the
beneficiary of such payments is located in a tax haven jurisdiction, as defined




6









 












	 	 	 	by Brazilian tax law; or (iii) other lower rate if provided in a tax treaty between
Brazil and the country where the recipient of the income is resident;
	 
	 	6.15.	 	the choice of New York law as the governing law of the Facility, the Control
Agreement and the Promissory Notes is valid, binding and enforceable under
Brazilian law and should be recognized and given effect by the courts of Brazil
to the extent that such laws are not deemed to be against Brazilian national
sovereignty, public policy or good morals;
	 
	 	6.16.	 	the Borrower has the power to designate, appoint and empower, and pursuant
to Section 9.13(b) of the Facility, has legally, validly and effectively designated,
appointed and empowered an authorized agent as its agent for service of
process in any suit or proceeding based on or arising under the Facility in any
State or federal court in the City of New York, New York;
	 
	 	6.17.	 	the provisions in the Facility, the Control Agreement and the Promissory Notes
as to the non-exclusive submission of the Borrower to the Courts of the State
of New York or of the United States of America for the Southern District of
New York, in any action under the Loan Documents to which the Borrower is a
party are valid, binding and enforceable against the Borrower under Brazilian
law;
	 
	 	6.18.	 	any judgment obtained in the courts of the State of New York in respect of the
Facility, the Control Agreement or the Promissory Notes would be recognized
and enforced by courts in Brazil without re-examination of the issues provided
that such judgment has been previously ratified by the Superior Court of
Justice of Brazil (Superior Tribunal de Justiça). In order to be ratified by the
Superior Court of Justice of Brazil, a foreign judgment must meet the following
conditions: (i) it must comply with all formalities necessary for the
enforcement under the laws of the place where it was issued; (ii) it must have
been given by a competent court after proper service of process on the
parties; (iii) it must not be subject to appeal; (iv) it must not offend Brazilian
national sovereignty, public policy or good morals; and (v) it must be duly
authenticated by a competent Brazilian consulate and be accompanied by a
certified translation (tradução pública juramentada) thereof in Portuguese;
	 
	 	6.19.	 	any judgment obtained against the Borrower in the courts of Brazil in respect
of any sums payable under the Facility, the Control Agreement, the Promissory
Notes or by virtue of enforcement of the Mortgage Deed, would be expressed
in Brazilian currency equivalent to the amount in US Dollars at the commercial
rate prevailing on the date such payment is actually made;




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	 	6.20.	 	neither the Borrower nor any of its assets (including the Takuare farm)
is
entitled to immunity on the grounds of sovereignty or otherwise from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) in connection therewith, arising under the Specified
Transactions. The Specified Transactions constitute private and commercial
acts done and performed for commercial purposes; and
	 
	 	6.21.	 	the obligations of the Borrower under the Facility, the Control Agreement and
the Promissory Notes to which it is a party are direct and unconditional general
obligations of the Borrower and rank at least pari passu with all other present
and future secured debt of the Borrower.






	7.	 	The opinions set forth above are, however, subject to certain qualifications, namely:






	 	7.1.	 	in case of bankruptcy or liquidation of the Borrower certain credits, such as
labor credits of up to an amount of 150 base wages (salários mínimos) per
labor credit have preference over unsecured credits;
	 
	 	7.2.	 	in case of proceedings instituted against the Borrower in Brazil, certain court
costs and deposits to guarantee judgment may be due;
	 
	 	7.3.	 	in the case of any proceeding instituted against the Borrower, service of
process upon the Borrower, if made in Brazil, must be effected in accordance
with Brazilian law.






	8.	 	This opinion is addressed to you solely for your benefit. It is not to be transmitted to
anyone else nor is it to be relied upon by anyone else or for any other purpose or
quoted or referred to in any public document or filled with anyone without our
expressed consent. Notwithstanding the foregoing, a copy of this opinion may be
furnished to, and relied upon by, any of your permitted assignees under the Facility
that becomes a lender after the date of this opinion.
	 
	9.	 	We express no opinion as to any agreement, instrument or other document other than
as specified in this opinion. This opinion is given based on the fact that there will be no
amendment to or termination or replacement or the documents, authorization,
consents and opinions referred to herein and on the Brazilian laws in force as at the
date of this opinion. This opinion is also given based on the fact that we undertake no
responsibility to notify any addressee of this opinion of any change in Brazilian law
after the date of this opinion.




8









 












	10.	 	For the purposes of this Legal Opinion farm shall mean the land, building, support
facilities and other fixed equipment in Takuare farm, as comprised by the Mortgage Deed.





Yours faithfully,




VIEIRA, REZENDE, BARBOSA e GUERREIRO ADVOGADOS





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EXHIBIT F




FORM OF LEGAL OPINION OF U.S. COUNSEL TO THE BORROWER



July 30, 2010




Deutsche Bank AG, London Branch,

as Initial Lender under the Loan Agreement referred to below.




Ladies and Gentlemen:




          We have acted as special New York counsel to Angélica Agroenergia Ltda. (the
“Borrower”) and Adecoagro LLC (the “Guarantor”) in connection with the Senior
Secured Loan Facility dated as of July 28, 2010 (the “Loan Agreement”) between the Borrower
and Deutsche Bank AG, London Branch, as Initial Lender (the “Initial Lender”, and together
with its successors and permitted assigns and any other bank, financial institution or other person
that becomes a Lender after the date of the Loan Agreement pursuant to Section 9.8 thereof, the
“Lenders”). Terms defined in the Loan Agreement have the same respective defined meanings
when used herein.




          In rendering the opinions expressed below, we have examined:





	 	(a)	 	an executed copy of the Loan Agreement;
	 
	 	(b)	 	an executed copy of the Guarantee Agreement;
	 
	 	(c)	 	an executed copy of the Control Agreement;
	 
	 	(d)	 	the financing statement naming the Borrower as debtor and
naming the
Initial Lender as secured party for filing in the office of the District of
Columbia Recorder of Deeds in the form attached hereto as Schedule I
(the “Financing Statement”);
	 
	 	(e)	 	the promissory note issued to the Initial Lender in
substantially the
form attached hereto as Schedule II (the “Promissory Note” and,




 









 











2





	 	 	 	together with the Loan Agreement, the Guarantee Agreement and the Control
Agreement, the “Opinion Documents”); and
	 
	 	(f)	 	such records of the Guarantor and such other documents as we
have deemed necessary as a basis for the opinions expressed below.





          In our examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with authentic original documents of all
documents submitted to us as copies. When relevant facts were not independently established, we
have relied upon certificates of public officials and representations made in or pursuant to the
Opinion Documents or in certificates delivered by or on behalf of the Borrower and the Guarantor.
We have also assumed, except to the extent explicitly set forth below as to the Borrower and the
Guarantor, as applicable, that each of the Opinion Documents has been duly authorized by, and has
been duly executed and delivered by, and constitutes a legal, valid, binding and enforceable
obligation of, all of the parties thereto, that all signatories thereto have been duly authorized
and that all such parties are duly organized and validly existing and have the power and authority
(corporate or other) to execute, deliver and perform the same, and that all authorizations,
approvals or consents of (including without limitation all foreign exchange control approvals), and
all filings or registrations with, any governmental or regulatory authority or agency of Brazil
(including the central bank of Brazil) required for the making and performance by the Borrower of
the Loan Agreement and the Control Agreement have been obtained or made and are in effect.




          Based upon and subject to the foregoing and subject also to the comments and qualifications
set forth below, and having considered such questions of law as we have deemed necessary as a basis
for the opinions expressed below, we are of the opinion that:




          (1) The Guarantor is a limited liability company validly existing and
in good standing under the law of the State of Delaware.




          (2) The Guarantor




               (a) has the limited liability company power to execute, deliver
and perform its obligations under the Guarantee Agreement,



               (b) has taken all necessary limited liability company action to
authorize the execution, delivery and performance of the Guarantee Agreement, and



               (c) has duly executed and delivered the Guarantee Agreement.



          (3) (a) Each of the Loan Agreement and the Control Agreement
constitutes, and the Promissory Note when duly executed and delivered for value will
constitute, a legal, valid and binding obligation of the Borrower and (b) the Guarantee
Agreement constitutes a legal, valid and binding obligation of the Guarantor, in each case
enforceable against the Borrower or the Guarantor, as applicable, in accordance with its








 









 








3




terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws relating to or affecting the rights of creditors
generally, and to the possible judicial application of foreign laws or foreign governmental action
affecting the rights of creditors generally, and except as the enforceability thereof is subject to
the application of general principles of equity (regardless of whether considered in a proceeding
in equity or at law), including without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.




          (4) The execution and delivery by the Borrower and the Guarantor of
the Opinion Documents to which they are a party do not, and the performance by the
Borrower and the Guarantor of their respective obligations thereunder will not,





     (a) violate any Federal law of the United States or any law of
the State of New York, or any rule or regulation thereunder that, in each
case, in our experience, is customarily recognized to apply to transactions
of the kind contemplated by the Opinion Documents, or




     (b) require any authorization, approval or consent of, or any
filing or registration with any governmental authority under any Federal
law of the United States or any law of the State of New York, or any rule
or regulation thereunder.



          (5) The execution and delivery by the Guarantor of the Guarantee
Agreement do not, and the performance by the Guarantor of its obligations thereunder
will not, result in a violation of the Guarantor’s Organizational Documents.




          (6) The execution and delivery by the Borrower of the Loan Agreement
do not, and the performance by the Borrower of its obligations thereunder will not,
breach or constitute a default under any agreement or instrument listed on Schedule
III hereto (the “Specified Contracts”).




          (7) Section 3.7(a) of the Loan Agreement is effective to create, in favor of
the Initial Lender, for the benefit of the Lenders, a valid security interest under the
Uniform Commercial Code as in effect in the State of New York (the “NY UCC”) in the
Debt Service Reserve Account and any and all investment property (as defined in § 9-102(a)(49) of the NY UCC) (collectively, the “Collateral”), provided that (a) such
security interest will continue in the Collateral after disposition thereof and in any
proceeds (as defined in § 9-102(a)(64) of the NY UCC) thereof only to the extent
provided in § 9-315 of the NY UCC and (b) such security interest in any portion of the
Collateral in which the Borrower acquires rights after the commencement of a case under
the U.S. Federal Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) in
respect of the Borrower may be limited by Section 552 of the Bankruptcy Code.




          (8) The security interest created by Section 3.7(a) of the Loan





 









 





4



Agreement in the Collateral has been perfected by the execution and delivery of the
Control Agreement by the parties thereto.




          (9) If the jurisdiction where the Borrower’s place of business or (if the
Borrower has more than one place of business) chief executive office is located (the
“Borrower’s UCC Jurisdiction”) constitutes a filing jurisdiction as hereinafter
defined (as
to which we express no opinion) under § 9-301 of the NY UCC, the local law of the
Borrower’s UCC Jurisdiction governs perfection, the effect of perfection or
nonperfection and the priority of the security interest created by Section 3.7(a) of the
Loan Agreement in the Collateral of a type that may be perfected by the filing of a
financing statement (such Collateral, “Filing Collateral”). If the Borrower’s UCC
Jurisdiction does not constitute a filing jurisdiction as hereinafter defined, (i) the
Borrower will be deemed to be located in the District of Columbia for purposes of Article
9 of the NY UCC, (ii) under § 9-301 of the NY UCC, the local law of the District of
Columbia governs perfection, the effect of perfection or nonperfection and the priority of
the security interest created by Section 3.7(a) of the Loan Agreement in the Filing
Collateral and (iii) pursuant to § 9-501 of the DC UCC (as defined below), the filing of
the Financing Statement in the office of the District of Columbia Recorder of Deeds will
cause such security interest to be perfected. As used herein, “filing jurisdiction”
means a
jurisdiction whose law generally requires information concerning the existence of a
nonpossessory security interest to be made generally available in a filing, recording or
registration system as a condition or result of the security interest’s taking priority over
the rights of a lien creditor (as defined in § 9-102(a)(52) of the NY UCC) with respect to
the Collateral.




          (10) The Borrower is not required, nor will it be required after the
making of the Loan and the use of the proceeds thereof in accordance with the Loan
Agreement, to register as an “investment company” as defined in the Investment
Company Act of 1940, as amended.




          (11) The making of the Loan and the application of the proceeds thereof
in accordance with the Loan Agreement will not violate Regulations U or X of the Board
of Governors of the Federal Reserve Board.




          The foregoing opinions are also subject to the following comments and qualifications:





     (A) The enforceability of provisions in the Opinion Documents to the
effect that terms may not be waived or modified except in writing may be limited
under certain circumstances.




     (B) The enforceability of Sections 9.4(b) and (c) of the Loan Agreement,
and of any similar provision of any other Opinion Document, may be limited by
laws limiting the enforceability of provisions exculpating or exempting a party
from, or requiring indemnification of or contribution to a party for, liability for
its



 









 





5




own action or inaction, to the extent the action or inaction involves gross
negligence, recklessness, wilful misconduct or unlawful conduct.




     (C) We express no opinion as to (i) the effect of any laws of any
jurisdiction in which the Initial Lender is located (other than New York) that
limits the interest, fees or other charges it may impose for the Loan or use of
money or other credit, (ii) Section 3.8(a) of the Loan Agreement or Section 6 of
the Guarantee Agreement (other than Section 4.5 of the Loan Agreement
incorporated by reference therein), (iii) Section 9.13(a) of the Loan Agreement or
Section 16(a) of the Guarantee Agreement insofar as each such Section relates to
the subject-matter jurisdiction of the United States District Court for the Southern
District of New York to adjudicate any controversy related to the Loan
Agreement or the Guarantee Agreement, (iv) the waiver of inconvenient forum
set forth in Section 9.13(d) of the Loan Agreement or Section 16(c) of the
Guarantee Agreement with respect to proceedings in the United States District
Court for the Southern District of New York, (v) Section 9.13(e) of the Loan
Agreement or (vi) Section 9.16 of the Loan Agreement.




     (D) We express no opinion as to Section 9.15 of the Loan Agreement or
Section 16(e) of the Guarantee Agreement to the extent it relates to immunity
acquired after the date of execution and delivery of the Loan Agreement or the
Guarantee Agreement, as the case may be.




     (E) Section 2 of the Guarantee Agreement may not be enforceable to the
extent that the Obligations (as defined therein) are novated as a result of a
material modification thereof.




     (F) For purposes of our opinion in paragraph (6) above, we have assumed
that (i) there are no agreements or understandings, written or oral, among the
parties to any of the Specified Contracts that would alter the plain meaning
thereof, and none of the Specified Contracts has been modified except as
specified on Schedule III hereto. In addition, for purposes of our opinion in
paragraph (6) above, we express no opinion as to any provision of any Specified
Contract to the extent that such opinion would depend upon the making of any
determination of an accounting matter or any computation in respect of a financial
undertaking or condition.




     (G) We express no opinion as to the existence of, or the right, title or
interest of the Borrower in, to or under, the Collateral, and except as expressly
provided in paragraphs (7), (8) and (9) above, we express no opinion as to the
creation, perfection or priority of any security interest in, or other lien on, the
Collateral.




     (H) We assume that (i) each endorsement, instruction and entitlement order, as such terms are
defined in § 8-102(a) of the NY UCC, is effective in accordance with § 8-107 of the NY UCC and (ii)
the Debt Service Reserve



 









 




6



Account is a securities account (as defined in § 8-501 of the NY UCC). We express no
opinion as to the effect of any rule adopted by any clearing corporation, as defined in §
8-102(a) of the NY UCC, governing rights and obligations among such clearing corporation
and its participants. Our opinion with respect to any security entitlement is subject to
Part 5 of Article 8 of the NY UCC, which sets out the rights of an entitlement holder
having a security entitlement against a securities intermediary. We express no opinion as
to the creation, perfection or priority of any security interest in any obligations of the
government of the United States or any agency or instrumentality thereof except for
obligations subject to the Revised Book-Entry Rules as defined in Annex 1 hereto.




     (I) With respect to our opinion in paragraph (9) above, we have assumed that the
Financing Statement will be filed in the appropriate filing office no later than thirty
(30) days after an initial extension of credit under the Loan Agreement.




     (J) With respect to our opinion in paragraphs (7), (8) and (9) above, we express no
opinion as to the creation or perfection of any security interest in the Collateral to the
extent that, pursuant to § 9-109(c) or (d) of the NY UCC, Article 9 of the NY UCC does not
apply thereto. With respect to our opinion in paragraph (9) above, we express no opinion as
to the perfection of any security interest in the Collateral to the extent that, pursuant
to § 9-109(c) or (d) of the DC UCC (as defined below), Article 9 of the DC UCC does not
apply thereto.




     (K) We wish to point out that the acquisition by the Borrower after the initial
extension of credit under the Loan Agreement of an interest in any property that becomes
subject to the lien of Section 3.7(a) of the Loan Agreement may constitute a voidable
preference under Section 547 of the Bankruptcy Code.




     (L) Our opinions in paragraph (9) above and our related comments and qualifications
above, insofar as they relate to perfection of a security interest under the law of the
District of Columbia, are based solely upon a review of the relevant statutory text of
Article 9 of the Uniform Commercial Code as displayed on CCH Research Network and Section
513 of Chapter 5 of Title 9 of the District of Columbia Municipal Regulations as displayed
on LEXIS/NEXIS on July 28, 2010, without regard to the decisional law thereof (the “DC
UCC”).



          The foregoing opinions are limited to matters involving the Federal laws of the United States,
the law of the State of New York, the Delaware Limited Liability Act and, to the extent expressly
provided in paragraph (L) above, the law of the District of Columbia, and we do not express any
opinion as to the law of any other jurisdiction. Without limiting the foregoing, we do not hold
ourselves out as experts on, or purport to advise on, the laws of Brazil.




          This opinion letter is provided to you by us as special New York counsel to the Borrower and
the Guarantor pursuant to Section 5.1(e)(ii) of the Loan Agreement





 









 






7




and may not be relied upon by any other person other than you and your permitted assigns under
the Loan Agreement or for any purpose other than in connection with the transactions contemplated
by the Loan Agreement without our prior written consent in each instance.




Very truly yours,




MJB/MAM





 









 








Annex 1




Revised Book-Entry Rules




     The term “Revised Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds);
12 C.F.R. § 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and 912
(book-entry securities of the Federal Home Loan Bank); 12 C.F.R. § 81 (book-entry securities of the
Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation); 12 C.F.R. §
1511 (book-entry securities of the Resolution Funding Corporation); and 12 C.F.R. § 354 (book-entry
securities of the Student Loan Marketing Association).



 









 





Schedule I




Financing Statement



See attached.





 









 








Schedule II




Promissory Note



See attached.





 









 








Schedule III




Specified Contracts





	1.	 	Export Prepayment Finance Agreement dated as of July 13, 2007 among Angélica
Agroenergia Ltda., as Borrower, Adeco Agropecuária Brasil Ltda., Adeco Brasil
Participações Ltda., Alfenas Café Ltda. and Usina Monte Alegre S.A., as
Guarantors, Banco Rabobank International Brasil S.A., as Administrative Agent
and Collateral Agent, Rabobank Curaçao N.V., as Paying Agent, Collection
Account Agent and Lead Arranger, and Banks party thereto, as modified by the
letter agreement dated December 30, 2009 from Banco Rabobank International
Brasil S.A., as Administrative Agent, and accepted by Angélica Agroenergia
Ltda., Adeco Agropecuária Brasil Ltda., Adeco Brasil Participações Ltda.,
Alfenas Café Ltda. and Usina Monte Alegre S.A.
	 
	2.	 	Senior Secured Bridge Facility dated as of March 26, 2010 between Angélica
Agroenergia Ltda., as the Borrower, and Deutsche Bank AG, London Branch, as
Lender.




 









 











EXHIBIT G




FORM OF GUARANTEE AGREEMENT



     GUARANTEE (the “Guarantee”), dated as of July__, 2010, made by Adecoagro LLC, a
limited liability company organized under the laws of Delaware (“Guarantor”), in favor of
Deutsche Bank AG, London Branch (together with its successors and permitted assigns and any other
bank, financial institution or other Person that becomes a Lender after the date hereof pursuant to
Section 9.8 of the Loan Agreement referenced below, the “Lenders”).



     Reference is herein made to the Senior Secured Loan Facility dated July__, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”) between
Angélica Agroenergia Ltda. (the “Borrower”) and the Lenders, and each promissory note
issued by the Borrower pursuant to the Loan Agreement (the “Notes”). Any capitalized term
used herein but not otherwise defined shall have the meaning ascribed to such term in the Loan
Agreement.



     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce the Lenders to enter into the Loan Agreement, the Guarantor agrees as
follows:


1. Guarantee. The Guarantor irrevocably and unconditionally guarantees the punctual
payment and performance when due, whether upon maturity, by mandatory prepayment, by
acceleration or otherwise, of all obligations (now or hereafter existing) of the Borrower under the
Loan Agreement and the Notes, whether absolute or contingent, and whether for principal,
interest, fees, expenses, indemnification or otherwise, in each case strictly in accordance with
the
terms thereof (all such obligations being the “Obligations”). If the Borrower fails to pay
any
Obligation in full when due (whether at stated maturity, by acceleration or otherwise), the
Guarantor will promptly pay the same to the Lenders. The Guarantor will also pay to the
Lenders any and all expenses (including without limitation, reasonable legal fees and expenses)
incurred by the Lenders in enforcing their rights under this Guarantee. This Guarantee is a
guarantee of payment and not merely of collection.



2. Guarantee Absolute. To the fullest extent permitted by applicable law, the Guarantor’s
liability under this Guarantee is unconditional irrespective of (i) any illegality, irregularity,
lack
of validity or enforceability of any Obligation, the Loan Agreement, or this Guarantee (or any
other Loan Document or other agreement or instrument related to any Loan Document), (ii) the
lack of authority of the Borrower to execute or deliver the Loan Agreement, (iii) any waiver or
consent by the Lenders with respect to any provisions of the Loan Agreement or any
compromise or release of any of the obligations thereunder, (iv) the absence of any action to
enforce the Loan Agreement, to recover any judgment against the Borrower or to enforce a
judgment against the Borrower under the Loan Agreement, (v) the occurrence of any Event of
Default under the Loan Agreement, (vi) any amendment, modification, waiver or consent to
departure from the terms of any Obligation, including any renewal or extension of the time or
change of the manner or place of payment, (vii) any exchange, substitution, release, taking,
furnishing, non-perfection or impairment of any collateral securing payment of any Obligation,
(viii) any change in the corporate existence, structure or ownership of the Borrower, or any




 









 







insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its
assets or any resulting release or discharge of any Obligation, (ix) the existence of any claim,
set-off or other rights that the Guarantor may have at any time against the Borrower, the Lenders,
or any other corporation or person, whether in connection herewith or any unrelated transactions,
provided that nothing herein will prevent the assertion of any such claim by separate suit or
compulsory counterclaim, (x) any law, regulation, decree or order of any jurisdiction, or any other
event, affecting any term of any Obligation or the Lenders’ rights with respect thereto, including,
without limitation: (A) the application of any such law, regulation, decree or order, including any
prior approval, which would prevent the exchange of Brazilian reais for U.S. dollars or the
remittance of funds outside of such jurisdiction or the unavailability of U.S. dollars in any legal
exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a
declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or
the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the
required rescheduling or restructuring of, or required approval of payments on, any indebtedness in
such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such
country or any governmental authority that directly or indirectly deprives the companies in such
jurisdiction of any payment obligation under any Obligations; or (D) any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such
jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in
each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or
existing on or at any time after the date of this Guarantee), and (xi) any other act or omission or
circumstance (including, without limitation, any statute of limitations) or any existence of or
reliance on any representation by the Lenders that might otherwise constitute a defense available
to, or a legal or equitable discharge of, the Borrower or the Guarantor or any other guarantor or
surety. The rights, powers, remedies and privileges provided in this Guarantee are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by
law.




     In no event shall the Lenders be obligated to take any action, obtain any judgment, or file
any claim prior to enforcing this Guarantee.



     It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be
absolute and unconditional under any and all circumstances.


3. Waiver. The Guarantor waives promptness, diligence, notice of appearance, notice of
dishonor and any other notice with respect to any Obligation and this Guarantee and any
requirement that the Lenders exercise any right or take any action against the Borrower or any
collateral security or credit support.



4. Reinstatement. This Guarantee will continue to be effective or be reinstated, as the
case
may be, if at any time any payment of any Obligation is rescinded or must otherwise be returned
by the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise,
all as though such payment had not been made.



5. Subrogation. The Guarantor will not assert, enforce or otherwise exercise any rights
which it may acquire by way of subrogation, contribution, reimbursement, indemnity or
otherwise under this Guarantee, by any payment made hereunder or otherwise, until payment in





2









 







full of the Obligations and the termination of any and all agreements under which the
Lenders are committed to provide extensions of credit under the Loan Agreement.



6. Payments. If the Guarantor fails to pay any of its obligations hereunder when due and
payable, the Lenders are authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by the Lenders to
or for the Guarantor’s credit or account against any and all of the Obligations, whether or not the
Lenders have made any demand under this Guarantee. The Lenders will promptly notify the
Guarantor after any such set-off and application, provided that the failure to give such notice
will
not affect the validity of such set-off and application. The Lenders’ rights under this Section are
in addition to other rights and remedies (including, without limitation, other rights of set-off)
that
the Lenders may have. The Guarantor agrees that the provisions of Section 4.5 and Section 9.16
of the Loan Agreement are incorporated herein by reference, mutatis mutandis, and the parties
hereto agree to such terms.



7. Representations and Warranties. The Guarantor represents and warrants that: (i) it is
duly organized and validly existing under the laws of the jurisdiction of its incorporation, (ii)
its
execution, delivery and performance of this Guarantee are within its corporate powers, have been
duly authorized by all necessary corporate action, and do not contravene (x) its charter or
by-laws or (y) any law, regulation, rule applicable to it or any contractual restriction binding on or
affecting the Guarantor or any entity that controls it, (iii) no authorization or approval or other
action by, and no notice to or filing with, any governmental authority or regulatory body or any
other third party is required for the due execution, delivery and performance by the Guarantor of
this Guarantee, and (iv) this Guarantee has been duly executed and delivered by the Guarantor
and is its legal, valid and binding obligation, enforceable against the Guarantor in accordance
with its terms.



8. Continuing Guarantee; Termination. This is a continuing guarantee and applies to all
Obligations whenever arising and in any amount. This Guarantee is irrevocable and will, unless
otherwise extended, remain in full force and effect until the payment in full of the Obligations
and all amounts payable hereunder and under the Loan Agreement.



9. Amendments, Etc. No amendment or waiver of any provision of this Guarantee, and no
consent to departure by the Guarantor herefrom, shall in any event become effective unless the
same shall be in writing and signed by the Lenders and the Guarantor, and then such waiver or
consent will be effective only in the specific instance and for the specific purpose for which
given.



10. Addresses. All notices and communications provided for hereunder will be in writing
and given as provided in Section 9.3 of the Loan Agreement.



11. Guarantor’s Credit Decision, Etc. The Guarantor has, independently and without reliance
on the Lenders and based on such documents and information as the Guarantor has deemed
appropriate, made its own credit analysis and decision to enter into this Guarantee. The
Guarantor has adequate means to obtain from the Borrower on a continuing basis information
concerning the financial condition, operations and business of the Borrower, and the Guarantor is





3









 







not relying on the Lenders to provide such information now or in the future. The Guarantor
acknowledges that it will receive substantial direct and indirect benefit from the extensions of
credit contemplated by this Guarantee.



12. Governing Law. This Guarantee shall be governed by, and construed in accordance
with, the law of the State of New York, without giving effect to any conflict of laws
principles that would require the application of the laws of another jurisdiction).



13. Survival. Each representation and warranty made, or deemed to be made, by the
Guarantor herein or in any other document delivered pursuant hereto or in connection herewith
shall survive the making of such representation and warranty, and shall continue in full force and
effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.



14. Severability. The illegality or unenforceability in any jurisdiction of any provision
hereof
or of any document required hereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Guarantee or such other document in such
jurisdiction or such provision in any other jurisdiction.



15. Binding Effect. This Guarantee shall be binding upon the Guarantor, its successors and
assigns and shall inure to the benefit of the Lenders, their successors and assigns.



16. Consent to Jurisdiction, Etc.




     (a) ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST GUARANTOR
WITH RESPECT TO OR ARISING OUT OF THIS GUARANTEE OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE
OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN
THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
GUARANTEE, GUARANTOR ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
GUARANTEE AND THE OTHER LOAN DOCUMENTS, WHICH JURISDICTION SHALL
BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY
GUARANTOR (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL
ACTIONS OR PROCEEDINGS BROUGHT AGAINST GUARANTOR IN ANY OTHER
JURISDICTION).



     (b) Nothing herein shall in any way be deemed to limit the ability of any Lender to
serve any process or summons in any manner permitted by Applicable Law or to obtain
jurisdiction over the Guarantor in such other jurisdictions, and in such manner, as may be
permitted by Applicable Law.



     (c) The Guarantor hereby irrevocably waives any objection that it may now or
hereafter have to the laying of the venue of any suit, action or proceeding arising out
of or relating to this Guarantee brought in or removed to New York City (and courts of appeals
therefrom) and hereby further irrevocably waives any claim that any such suit, action or



4









 




proceeding brought in any such court has been brought in an inconvenient forum. A final
judgment (in respect of which time for all appeals has elapsed) in any such suit, action or
proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any
jurisdiction to which the Guarantor is or may be subject.




     (d) The Guarantor irrevocably waives, to the fullest extent permitted by Applicable
Law, any claim that any action or proceeding commenced against it relating in any way to this
Guarantee should be dismissed or stayed by reason, or pending the resolution, of any action or
proceeding commenced by the Guarantor relating in any way to this Guarantee, whether or not
commenced earlier. To the fullest extent permitted by Applicable Law, the Guarantor shall take
all measures necessary for any such action or proceeding commenced against it to proceed to
judgment before the entry of judgment in any such action or proceeding commenced by the
Guarantor.



     (e) To the extent that the Guarantor may be or become entitled to claim for itself or
its Property any immunity on the ground of sovereignty or the like from suit, court
jurisdiction,
attachment before judgment, attachment in aid of execution of a judgment or execution of a
judgment, and to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), it hereby irrevocably agrees not to claim and hereby
irrevocably waives such immunity with respect to its obligations under this Guarantee.


17. WAIVER OF JURY TRIAL. THE GUARANTOR HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON,
ARISING OUT OF OR RELATED TO THIS GUARANTEE, IN ANY ACTION, LITIGATION OR OTHER PROCEEDING OF ANY
TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY OTHER PERSON, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE GUARANTOR AGREES THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED IN A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
GUARANTOR FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTEE OR ANY PROVISION THEREOF. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 17 AND EXECUTED BY EACH OF THE
GUARANTOR AND THE LENDERS THAT IS A PARTY IN ANY SUCH ACTION, LITIGATION OR PROCEEDING), AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO,
EXCEPT TO THE EXTENT WAIVED IN WRITING AS SET FORTH ABOVE. IN THE EVENT OF LITIGATION, THIS
GUARANTEE MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.






5









 








     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed and delivered
as of the date first above written.



	 	 	 	 	 
	 	ADECOAGRO LLC
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




6