exv10w42






Exhibit 10.42




(English Translation)

Notarial paper No. 345705

Seal of República Oriental del Uruguay

Certified Notary Public Uberfil Zeballos Quintero 06303/1



No. 92 PRELIMINARY PURCHASE AND SELL AGREEMENT. By KELIZER S.C.A. and LAS MESETAS S.A. In
the city of Young, District of Río Negro, on this December 21, 2010 by and between: ON ONE
PARTY: Emilio Federico GENCCO [between lines GNECCO], of age, holder of Argentine identity
document [DNI] number 25187847, acting in his capacity as President in the name and on behalf of
KELIZER SOCIEDAD EN COMANDITA POR ACCIONES, legal entity organized under the legislation of
Uruguay, registered with the Tax Registry [Registro Único Tributario] under number 21 494779 0015,
domiciled in the city of Montevideo at Luis Alberto de Herrera 1248, Torre B, Piso 17; and, ON
THE OTHER PARTY: Julio César ZUBIARRAIN, of age, holder of Argentine identity document [DNI]
number 5529046, acting in his capacity as President in the name and on behalf of LAS MESETAS
SOCIEDAD ANÓNIMA, legal entity organized under the legislation of Uruguay, domiciled in this
city in Juncal 1305, unidad 302, registered with the Tax Registry under number 21 532961 0016. And,
in order to be expressed herein, my notarial record, the parties state as follows: ONE:
KELIZER SOCIEDAD EN COMANDITA POR ACCIONES, promises to sell with the fences, buildings,
facilities, dams and other improvements thereof — except the woods and harvest to be stated-, free
from debts of any nature, occupants on any reason whatsoever — except from the ones to be stated-,
prohibitions, obligations and liens, to LAS MESETAS SOCIEDAD ANÓNIMA, which, under the
mentioned terms promises to buy the property and possession of the following pieces of land located
at the Sixth Record’s Section of Río Negro District, rural area: I) three pieces of land
previously registered in a greater area under number 482, which, according to the plat and division
map drafted by Surveyor Eduardo D. Guerra on June 1, 2004, registered with the Plat Record Office
of Río Negro [Dirección Nacional de Catastrofe] on June 4, 2004 under number 4481, are described as
follows: (a) Piece one (1), registered under number six thousand two hundred and ninety eight
(6,298), having an area of eight hundred forty five hectares and six thousand seven and hundred
meters (845 hectares 6,700 meters) with the following boundaries: to the Southeast 2,566
meters 9 decimeters facing Neighboring Road with 27 meters width; to the Southwest straight
line with 2,933 meters 3 decimeters facing Neighboring Road with 17 meters width; to the






 









 







Northeast 2,173 meters 2 decimeters (at the middle of the bed) neighboring with part of
register 3,811; to the Northwest Dividing Track; to the Northeast broken line with
two straight parts having 309 meters 3 decimeters and 2,155 meters 3 decimeters and neighboring
with part of register 3,809; (b) Piece two (2) registered under number six thousand two hundred
and ninety nine (6,299), having an area of four hundred thirty seven hectares and nine thousand
meters (437 hectares 9,000 meters) with the following boundaries: to the Southeast broken
line with seven straight parts having 836 meters 3 decimeters; 1,366 meters 1 decimeter; 892
meters; 289 meters 3 decimeters; 77 meters 1 decimeter; 239 meters 9 decimeters and 237 meters 5
decimeters, all of them facing Neighboring Road with 27 meters width; to the Southwest
broken line with three straight parts having 757 meters, 29 meters 5 decimeters and 1,073 meters 5
decimeters and the first two are adjoining Neighboring Road with 27 meters width and the last one
with part of register 3,854; to the Northwest 3,095 meters 3 decimeters neighboring
register 3,811; and to the Northeast 905 meters 3 decimeters facing Neighboring Road with
17 meters width; and (c) Piece three (3), registered under number six thousand three and hundred
(6,300), having an area of one thousand five hundred sixty eight hectares and eight thousand and
seven hundred meters (1,568 hectares 8,700 meters) with the following boundaries: to the
Northwest broken line with eight straight lines having 172 meters, 331 meters 3 decimeters,
48 meters 6 decimeters, 280 meters, 923 meters, 1,383 meters 3 decimeters, 2,472 meters 4
decimeters and 908 meters 7 decimeters, all of them facing Neighboring Road with 27 meters width;
to the Northeast broken line with nine straight lines with 288 meters 6 decimeters, 1,147
meters 3 decimeters, 533 meters 1 decimeter, 219 meters 9 decimeter, 294 meters 6 decimeters, 893
meters 6 decimeters, 545 meters 7 decimeters, 496 meters 6 decimeters and 40 meters 1 decimeter and
are neighboring register 3,809; 3,810 in part and 5,022; to the East broken line with
fifteen straight sections having 832 meters 3 decimeters, 230 meters 7 decimeters, 310 meters 2
decimeters, 289 meters 5 decimeters, 90 meters 3 decimeters, 90 meters 9 decimeters, 204 meters, 71
meters 9 decimeters, 60 meters, 132 meters, 238 meters 3 decimeters, 817 meters 4 decimeters, 419
meters, 341 meters 7 decimeters and 578 meters 9 decimeters and all of them are neighboring piece 4
of the same map; to the Southeast straight line with 4,492 meters 5 decimeters neighboring
with part of register 448, register 451, and part of register 446. The piece described had been
affected by a right of way of 10 meters width, having access to the neighboring road to register
5,023 and to piece 4 of the same map. II) Two pieces jointly registered under number three thousand
eight hundred and eleven (3,811), previously registered in a greater area as 482, with the
following description: 1)






 









 







Piece F of the map drafted by Surveyor Alberto de Arteaga in January, 1925, registered with the
Surveying Office [Dirección de Topografía] on May 11, 1925 under number 52, according to which it
has an area of seven hundred fifty two hectares seven hundred and sixty seven meters (752 hectares
767 meters) and having the following boundaries: to the Northeast broken line with two
straight lines having 618 meters 20 centimeters and 2,640 meters 20 centimeters, the first of which
is adjoining part of piece C of the same map and facing the last neighboring road with 17 meters
width; to the Southeast 3,090 meters 70 centimeters adjoining piece identified as “part of
estate 3” of the same map; to the Southwest 2,495 meters adjoining with part of the
property of Atilio Cerini, Gregorio Silveira and part of Eustaquio Silveira; to the
Northeast broken line with two straight sections having 1,446 meters and 1,649 meters 50
centimeters and are adjoining piece E and part of piece C of the same map; and 2) Piece 2 of the
map drafted by Surveyor Rafael E. Thevenet dated June 1971, registered with the Plat Record Office
on July 13 of the mentioned year under number 1,106, according to which this piece has an area of
seven hundred twenty nine hectares one thousand six hundred and thirty six meters (729 hectares and
1,636 meters) and has the following boundaries: to the East 2,195 meters adjoining in part
with register 482 (piece D of the map drafted by Surveyor Alberto de Arteaga in 1925) having an
exit to the Neighboring Road, to the Southeast broken line with 2 straight sections having
618 meters 20 centimeters and 1,695 meters 50 centimeters and are adjoining part of register 482
(piece F of the map drafted by Surveyor Alberto de Arteaga); to the Southwest Dividing
Track of Tajamar; to the North Don Esteban Stream and part of the Dividing Track, broken
line with five straight sections having 22 meters, 664 meters, 88 meters 60 centimeters, 936 meters
20 centimeters and 24 meters and are adjoining piece 1 of the same map; to the Northeast,
Dividing Track (Way). Total area of the register: one thousand four hundred eighty one hectares two
thousand four hundred and three meters (1,481 hectares 2,403 meters). III) Piece registered under
number five thousand seven hundred and fifty four (5,754), previously registered as 3,811 and 482
in a greater area, which, according to the map drafted by Surveyor Eduardo D. Guerra in July, 1999,
registered with the Plat Record Office of Río Negro on July 22 under number 4,013; this piece is
appointed as Piece 1, it contains an area of one hundred sixteen hectares and seven thousand five
hundred and twenty meters (116 hectares 7,520 meters) and has the following boundaries: to the
Northeast broken line with three straight sections having 163 meters 6 decimeters, 152
meters 6 decimeters, and 1,173 meters 1 decimeter, all of them facing District Road with 27 meters
width (to Paso de la Laguna); to the Southeast broken line with 3 straight sections having
370 meters 4






 









 







decimeters, 739 meters 5 decimeters and 66 meters 6 decimeters, adjoining register 4,751 the first
one, and part of register 3,613 the other two; and to the Northeast and North, Don Esteban
Grande Stream. IV) Piece registered under number six thousand three hundred and eighty eight
(6,388), previously registered under numbers four hundred forty five (445) and five thousand
seven hundred and fifty five (5,755), which, according to the measurement and fusion map drafted by
Surveying Engineer Edgardo D. Guerra on March 10, 2005, registered with the Plat Record Office of
Río Negro on June 20, 2005 under number 4,571; the described piece of property contains an area of
six hundred thirty three hectares and six thousand and three hundred meters (636 hectares 6,300
meters) and has the following boundaries: to the West, broken line with four straight lines
having 273 meters 70 centimeters, 1,406 meters 50 centimeters, 281 meters 30 centimeters and 51
meters 10 centimeters, all of them facing District Road with 27 meters width, to Paso Leopoldo; to
the Northwest Don Esteban Grande Stream, which divides this piece from part of register
number 3,182, from register 3,184 and from part of register number 280; to the Northeast,
Track of Tajamar, which divides this piece from part of register number 3,811; to the
Southeast, two straight sections having 135 meters 70 centimeters and 1,270 meters 40
centimeters, adjoining register 3811 (part); and to the South broken line with three
straight sections having 1,500 meters, 170 metes 80 centimeters and 253 meters 90 centimeters and
adjoining registers 3,613 and 6,287. TWO: PRICE: the total price of this
preliminary purchase and sell agreement is THIRTY FOUR MILLION UNITED STATES DOLLARS (USD
34,000,000), to be paid as follows: a) ten million United States Dollars (USD 10,000,000) that
buyer delivers hereby to seller, a receipt of which is duly granted by seller; b) seven million
United States Dollars (USD 7,000,000) plus compensatory interests of this installment amounting to
four hundred fifty nine thousand, five hundred forty eight United States Dollars (USD 459,548),
totaling seven million four hundred fifty nine thousand five hundred and forty eight United States
Dollars (USD 7,459,548) that buyer will pay to seller within a term expiring on August 5, 2011; c)
three million United States Dollars (USD 3,000,000) plus compensatory interests of this installment
amounting to three hundred thirty one thousand, one hundred and forty United States Dollars (USD
331,140) totaling three million three hundred thirty one thousand one hundred and forty United
States Dollars (USD 3,331,140) that buyer will pay to seller within a term expiring on December 20,
2011; d) five million United States Dollars (USD 5,000,000) plus compensatory interests of this
installment amounting to four hundred eighty-five thousand and twenty three United States Dollars
(USD 485,023) totaling to five million four hundred eighty-five thousand and twenty






 









 







three United States Dollars (USD 5,485,023) that buyer will pay to seller within a term expiring on
August 5, 2012; and e) nine million United States Dollars (USD 9,000,000) plus compensatory
interests of this installment amounting to two hundred eighteen thousand two hundred and ninety
four United States Dollars (USD 218,294) amounting to nine million two hundred eighteen thousand
two hundred and ninety four United States Dollars (USD 9,218,294) that buyer will pay to seller
within a term expiring on December 20, 2012. Any delay in the payment of principal and/or its
pertinent interests will produce the expiration of the agreed terms and the aggregate amount owed
will be due and payable. Any due and payable amount will, until its effective payment, bear an
interest on arrears of 12.00 per cent per annum. The balance and its interests on arrears and
compensatory interests, as well as the expenses and fees arising from court or out-of-court
collection actions and the possible extensions or renewals that could be granted will be secured by
a first mortgage for the benefit of seller to be granted simultaneously with the purchase and sell
deed in compliance with this instrument, according to the instructions to be given in section four
herein. The notarial instrument evidencing the mortgage will be authorized by a Certified Notary
Public to be appointed by creditor, and debtor shall pay all accrued fees and expenses.
THREE: This agreement will be subject to the following condition subsequent: the use by the
National Land Registry [Instituto Nacional de Colonización] of the purchase option stated in
section 35 of Law 11029 according to the drafting stated in section 15 of Law 18187 on all the
pieces of property previously described. Upon the occurrence of the mentioned condition subsequent,
this agreement will be terminated without liabilities upon the parties. In such case, the parties
shall make the pertinent refunds and returns within a five-business-day term as from the notice of
termination. Furthermore, seller shall bear, and shall be refunded together with the part of the
purchase price already paid, all the expenses and taxes paid by buyer arising from the business
subject matter of this agreement, to wit: Transfer Tax, Notarial Pension Fund, Value Added Tax on
notarial pension funds, charges, stamps and expenses derived from proceedings. Upon termination of
this agreement pursuant to the provisions of this section, seller shall not be bound to pay any
kind of professional fee. In the event that the pending certificates and information reports would
show prior filings that would impede the proposed granting because it affects the goods subject
matter of this agreement or its holders, seller undertakes to cancel the mentioned filings or to
cure them at its exclusive cost. Should seller fail to comply with this undertaking, buyer will be
entitled to make the applicable cancellations and/or payments, deducting the pertinent amount from
the first installment of the balance. Seller shall pay the following expenses: irregular situations
or debts before the






 









 







National Hydrographic Department [Dirección Nacional de Hidrografía], the Social Security Bank
[Banco de Previsión Social], the Ministry of Labor and Social Security [Ministerio de Trabajo y
Seguridad Social] and the Office for the Control of Livestock (DI.CO.SE.) [Division Control de
Semovientes]. FOUR: FINAL DEED: The final purchase and sell deed and the instrument
evidencing the mortgage securing the balance existing at the pertinent time and its interests, as
stated in section TWO, will be granted simultaneously within a ten-calendar-day term as from the
date of delivery by the National Land Registry of the certificate evidencing the fact that the
mentioned entity will not use the purchase option granted by section 35 of Law 11029 according to
the drafting stated in section 15 of Law 18187, provided that all the measures necessary to execute
the mentioned agreement have been previously submitted to the counsels of buyer and of seller
(Special Certificates issued by the Social Security Bank and Sworn Statements and payment receipts
of the Capital Tax) with the necessary advance regarding the projected executions. In the event
that, due to reasons not attributable to the parties, one or more of these measures could not be
obtained within the mentioned term, it will be automatically extended in accordance with the
quantity of days necessary to fulfill the mentioned measures. FIVE: possession and
occupation of the pieces of real property before mentioned is made today free from occupants and
livestock of any nature, with the utilities, taxes and other expenses related thereto fully paid as
of this date. Buyer states that it knows and accepts the existence of an area of 761 hectares under
a lease agreement for pasturing of livestock granted to Juan Miguel Secco de Souza and another area
of 381 hectares granted to Rafael Leandro Secco de Souza for the same purpose, according to the
rural lease agreement dated June 30, 2005. Possession of the mentioned areas is made effective as
of today without prejudice of the fact that they will be vacated by the pertinent lessees on or
before January 31, 2011. SIX: Default will be produced as a matter of law and without the
need of any court or out-of-court notice in the event of any action or omission in breach of the
provisions stated herein or by the expiration of the agreed terms. SEVEN: The obligations
undertaken in this agreement including the obligations derived from its violation or termination
are indivisible obligations. EIGHT: The parties agree on the registered telegram sent to
the established domiciles as a method for serving notices, warnings or communications for all
purposes. NINE: The parties establish their special domiciles to all court and out-of-court
effects arising from this agreement in the domiciles stated as their own domiciles in the
appearance section. TEN: In case of violation of any obligation airing herefrom (including
the obligations derived from its termination) and as penalty clause, the parties agree on a fine
amounting to TEN MILLION United States Dollars (USD 10,000,000)






 









 







that the party entitled to collect it may request apart from the compulsory performance of the
obligation or termination of this agreement. In both cases the non-breaching party may demand the
pertinent damages. The breaching party shall pay all the expenses and court and out-of-court fees
derived from its breach as well as any other cost and tax. The fine stated in this section will not
be applied in the event of termination due to the cause stated in section THREE herein. Seller is
entitled to deduct the amount resulting from the application of the fine and damages judicially
stated from the sums received from the price. ELEVEN: The parties agree that all the
current cereal harvests pertaining to the agricultural campaign of 2010/ 2011 are not a part of
this agreement and will be owned by seller. TWELVE: Buyer knows and accepts the purchase
and sell of woods agreement executed with Compañía Forestal Oriental Sociedad Anónima regarding the
woods located in a area of approximately 122 hectares, dated December 21, 2006, registered with the
Land Registry [Registro de la Propiedad] of Río Negro under number 62/2007. THIRTEEN: In
the event of discrepancies, controversies or conflicts between the parties arising from the
compliance, enforcement, termination or construction of this agreement, the mentioned conflicts
will be finally solved by arbitration. The appointment of arbitrators and the arbitration process
will be governed by the provisions contained in the Arbitration Rules issued by the International
Chamber of Commerce. The arbitration court will be composed by three arbitrators appointed as
follows: each party will appoint one arbitrator and the third one will be chosen by the two
arbitrators already appointed. In the event of lack of agreement as to the appointment of the third
arbitrator, this third arbitrator will be appointed by the Arbitration Center [Centro de
Conciliación y Arbitraje]. The place where the arbitration will be performed will be the city of
Montevideo, República Oriental del Uruguay and the proceedings shall take place in Spanish. The
Tribunal will decide on the law and the award issued by the Arbitration Tribunal shall be final and
not subject to appeal by the Parties. FOURTEEN: The parties agree to submit this agreement
to the provisions of Law 8733 and related and modifying provisions and to file a counterpart hereof
with the Land Registry, Real Property Division for Río Negro [Registro de la Propiedad, Sección
Inmobiliaria]. I HEREBY STATE: A) That I personally know Julio Zubiarrain; I do not know the other
appearing party who is evidencing his identity by means of the identity document described in the
appearance section. B) KELIZER Sociedad en Comandita por Acciones is a legal entity duly organized
and incorporated as “sociedad anónima” [similar to a U.S. corporation] on February 5, 2004. The
mentioned company had its bylaws duly approved by the National Controlling Entity [Auditoría
Interna de la Nación] on March 15, 2004, filed with the Companies Controlling






 









 







Authority [Registro Nacional de Comercio] under number 2226 and said bylaws have been duly
published according to the law. In a Extraordinary General Meeting of Shareholders held on November
14, 2005 the transformation of the company was decided to a “sociedad en comandita por acciones”
[type of company where Limited Partners hold stock and General Partners are jointly and severally
liable]. By means of a notarially recorded instrument authorized in Buenos Aires, República
Argentina on December 16, 2005 by Certified Notary Public Emilio Merovich, certified in Montevideo
on December 26, 2005 by Certified Notary Public Vanessa Balero, the first certified copy of which
was filed with the Companies Controlling Authority under number 11202/2005, the partners of the
company granted the mentioned transformation of company type. The partnership agreement states that
the representation of the company may be performed by the Administrator, the President, and any
Vice-president acting indistinctively; or two Directors acting jointly. The appearing party in his
capacity as current Present validly represents the company having the pertinent powers to execute
and subscribe this instrument. According to the statement made on September 22, 2010 granted before
Certified Notary Public Ana Ferreira, registered with the Companies Controlling Authority under
number 16256/2010 the provisions stated in section 13 of Law 17904 were complied with. The
mentioned statement reads that Emilio Gnecco is serving as President of the company. According to
the statement made on September 22, 2010 granted before Certified Notary Public Carlos Falco, the
first certified copy of which was filed with the Land Registry of Río Negro under number 1345, the
provisions stated in section 111 of Law 16060 were complied with. C) LAS MESETAS SOCIEDAD ANÓNIMA:
a) is a legal entity duly organized, existing and incorporated as “sociedad anónima” [similar to a
U.S. corporation] according to the laws of Uruguay pursuant to its bylaws dated January 4, 2006
approved National Controlling Entity on March 20, 2006, filed with the Registry of Legal Entities,
Trade Division [Registro de Personas Jurídicas, Sección Comercio] on April 7, 2006 under number
3879 and published in the Official Gazette and in “Depso Prensa” on April 28, 2006. b) The
corporation is a “Sociedad Anónima” and its capital is composed by registered shares and all the
shareholders are individuals. c). According to the bylaws, the representation of the company may be
performed by the Administrator, the President, and any Vice-president acting indistinctively; or
two Directors acting jointly. The Minutes Book of Shareholder’s Meetings states that in the
Shareholder’s Meeting held on October 11, 2006 Julio Cesar Zubiarrain was appointed as President.
d) According to the statement made on December 6, 2006 registered with the Companies Controlling
Authority under number 25884 on December 7, 2006 the provisions stated in section 13 of Law 17904
were complied with.






 









 







The mentioned statement evidences that the stated individuals are acting in the referred capacities
and therefore the appearing party is currently empowered to execute and subscribe this instrument.
D) Regarding the pieces of real property subject matter of this instrument: a) they are
safeguarded from governmental claims in accordance with the provisions of section 1194 of the Civil
Code and 121 of Law 12802 and have the following origin: 2005. Purchase and sell agreement: By
notarially recorded instrument authorized on April 27 2005 by Certified Notary Public Vanessa
Balero, the first certified copy of which was filed with the Land Registry of Río Negro under
number 412, Juan Miguel Secco and others sold and delivered to KELIZER S.A. the registers 6298,
6299, 6300, 3811, 5754, 5755 and 445. 2005. FUSION: according to the measurement and fusion map
drafted by Surveying Engineer Edgardo D. Guerra, registered with the Plat Record Office of Río
Negro on June 20, 2005 under number 4571; the fusion of registers 445 and 5755 was performed and as
a result thereof register 6388 was created. b) The pertinent payments of Real Property
Contributions have been made and the Tax on Primary Education does not apply to the pieces of real
property since they are located in a rural area. c) Their actual values are: register 6298: $9,574,676; register 6299: $4,957,904; register 6300: $17,762,746; register 3811: $17,533,441;
register 5754: $1,381,993 and register 6388: $7,535,789. E) I have before me, by KELIZER S.C.A.,
the District Certificate No. 2099, issued by the Municipality of Río Negro on December 17, 2010
expiring on December 17, 2011. F) I have before me, the certificate issued by the National Land
Registry on December 14, 2010 evidencing that the mentioned pieces of real property are not
comprised by the provisions of section 70 of Law 11029 according to the drafting of Law 18187. G)
The preceding promise is granted subject to the Priority Reserve number 1515 dated December 15,
2010. H) Dollar exchange rate as of today (purchaser price) is $19.65 per dollar. I) For this
transaction the due diligence measures foreseen in executive order 355/2010 were adopted. J) The
appearing parties have not voted during the last municipal elections held on May 2010 since they
are foreign citizens. K) This notarially recorded instrument is read by me and the appearing
parties execute and subscribe it. L) This notarially recorded instrument follows number 91 of
Preliminary Purchase and Sell Agreement, granted on December 16 on folios 302 to 304. Between
lines: I state GNECCO: valid.



[Signatures]