exv10w21






Exhibit 10.21



(ENGLISH TRANSLATION)




NOTARIAL RECORDS BOOK

3,191. THREE THOUSAND ONE HUNDRED NINETY ONE

A 068721941



Buenos Aires. July, 7th, 2009. I issued 1 copy for Pilagá S.R.L in 6 (six) Notarial
seals. For the record.




SALE AGREEMENT. GALICIA WARRANTS S.A. TO PILAGÁ S.R.L.



DEED NUMBER NINE HUNDRED SIXTY.



In the City of Buenos Aires, Capital City of the Argentine Republic, on this eighth day of July,
2009, before me, Certified Notary Public at Reconquista 228, Floor 1, appear Mr. Guillermo Juan
PANDO, married, Argentine, of age, Identity Document Number (LE) 7.374.031 and domiciled at this
City and Mr. Mariano BOSCH, married, Argentine, of age, Identity Document Number (DNI) 21.155.420
and domiciled at this City, both being personally known unto me, I attest. They are acting in the
following legal capacities: Mr. Pando is acting in his capacity as President of the Board of
Directors representing GALICIA WARRANTS S.A., CUIT (Company’s identification number for tax
purposes) No. 30-66184009-5, domiciled at Teniente General Juan D. Perón 456, piso 3, oficina 316,
Ciudad de Buenos Aires, and Mr. Bosch is acting in his capacity as President of the Management of
PILAGÁ S.R.L (previously “Pilagá Sociedad Anónima Ganadera”), CUIT No. 30-50689859-1, domiciled at
Leandro N. Alem 928, piso 7, oficina 721, Ciudad de Buenos Aires, whose capacities will be
evidenced herein below. The appearing parties, acting in the capacities mentioned above, state as
follows: GALICIA WARRANTS S.A. SELLS PILAGÁ S.R.L. A PLOT OF LAND including all what is planted,
fenced, built or otherwise fixed to the ground on it, which according to its title is part of a
bigger land surface composed of two portions of land, as shown by Drawing No. 1807 and in
accordance with the Plat identified with the same name, which was made by a surveyor, Mr. Mario R.
Reynoso and filed with the Registry of Property Assessment of Entre Ríos Province on November
20th, 1997 under entry No. 60674. The plot of land is located in the Province of ENTRE
RIOS, SAN SALVADOR Division, ARROYO GRANDE District, industrial area, farmhouses area, concessions
No. 216 and 217, Lot location: Boulevard Concordia, and is located: 460 meters 30 centimeters from
public street and 409 meters 50





 









 







centimeters from public street. Its LAND SURFACE is FOUR HECTARES, SEVENTY NINE AREAS AND SEVENTEEN
CENTIAREAS with the following borders and boundaries: North East: 1-2 Line to the South: 44o 16  ́;
East: 458 meters 90 centimeters, adjoining Molinos Ala S.A.; Southeast: 2-3 Line to the South: 44o
21`; West: 98 meters 90 centimeters, border line with Railway of the Train Line Ferrocarril
Nacional General Urquiza; Southeast: 3-4 Line to the North 45o 39`; West 458 meters 75 centimeters,
adjoining border with Clodomiro Inocencio Blanc; Northeast: 4-1 Line to the North 44o 21`; East 110
meters adjoining border with Boulevard Concordia. REAL ESTATE TAX: The plot of land being
transferred was registered with the REAL ESTATE ENTRY No. 150592. TAX VALUATION: 241,393.70
Argentine Pesos. The Seller Company OWNS the plot of land as per the purchase made to Ermelinda
Pastora Ducret and others, pursuant to Deed No. 3 dated January 6th, 1998 executed by
Maria Delfina de Santiago de Macdonald, Senior Certified Notary Public of the Province of Entre
Rios, recorded on folio 10 of Notarial Registry No. 36 which first Copy was filed with the Real
Estate Registry of the Province of Entre Rios on February 10th, 1998, under entry No.
434, REAL ESTATE REGISTRATION NUMBER 119869. Title Document Data: Volume 44, Folio 481, Section B.
I HEREBY STATE THAT: as per the certificate issued by the Registry of Real Estate of the Province
of Entre Ríos, dated July 2nd of this year under entry No. 3480, which is attached
hereto, the Seller Company evidences that it may freely dispose of its Property and that the plot
of land, which title is registered under its name as mentioned herein is not subject to any
restraining orders or attachments. NOW THEREFORE, this sale is executed for an agreed total amount
of ONE MILLION EIGHT HUNDRED TWENTY THREE THOUSAND TWO HUNDRED TWENTY SIX US DOLLARS (USD
1,823,226) that the Buyer Company will pay the Seller Company in (10) annual and consecutive
installments of ONE HUNDRED NINETY TWO THOUSAND FIVE HUNDRED US DOLLARS (USD 192,500), and each of
them includes an annual interest rate of one percent on remaining balances. Installments will be
due on the fifth (5) day of June of the pertinent year and the first installment shall be due the
fifth of June, 2010. All payments shall be made or fulfilled upon their expiration date by
electronic banking transfer to the account that Galicia Warrants S.A. determines in writing at
least five business days prior to the pertinent expiration date. All payments must be made in
compliance with the legislation in force. In case any amount were payable on a non-business day,
such payment shall be made on the immediate following business





 









 







day. Added value tax for interests pertaining to funding, in any case, shall be at the expense of
PILAGÁ S.R.L. CONSEQUENTLY, GALICIA WARRANTS S.A. transfers to PILAGÁ S.R.L. all its property
rights, the possession and title of the piece of real estate sold and is responsible for
dispossession of the property by a judicial order and for hidden defects. TAXES: The representative
of the Buyer Company pursuant to the provisions of this Sale Deed granted in favor of his Principal
hereby states his approval and consent, adding that his Principal has actual and legal possession
of what was purchased by means of the transfer of transfer of physical possession verified by
Seller on this date. PILAGÁ states, and GALICIA WARRANTS accepts that, as evidenced by the Contract
of Sale that will be described herein below, the authorization of the purchase of the piece of real
property that is the subject matter of this Deed shall be subject to the final decision issued by
the Antitrust National Board (Comisión Nacional de Defensa de la Competencia, CNDC) and the
Secretary of Domestic Trade (Secretaría de Comercio Interior, SCI), pursuant to the provisions of
Argentine Law No. 25,156 and its regulatory legislation. The parties agree to cooperate with each
other and to submit any documentation which might be required for the process of authorization
mentioned before, or to provide additional information as required by CNDC or SCI. It is hereby
stated that once the corresponding authorizations have been issued, they shall be executed as
Notarially Recorded Documents by any of the parties in order to fulfill the requirements of the
Contract of Sale and the provisions set forth herein. BOTH PARTIES STATE that the amount of this
sale is ONE MILLION, EIGHT HUNDRED TWENTY THREE THOUSAND, TWO HUNDRED TWENTY SIX US DOLLARS (USD
1,823,226) and that for tax purposes only, this amount is equal to six million, nine hundred fifty
five thousand, six hundred seven Argentine Pesos with nineteen Argentine cents (ARS 6,955,607.19).
LEGAL REPRESENTATION. (A) Mr. Pando evidences his legal representation with: (i) the Articles of
Incorporation of the Company executed by Notarially recorded instrument dated April
23rd, 1993, executed by Deputy Certified Notary Public Enrique Fernandez Mouján on
folio 825 of the Registry No. 284, filed with the Legal Entities Records Office (Inspección General
de Justicia) on May 13th, 1993 under entry No. 3929, Book of Corporations No. 112,
volume A, (ii) the Minutes of the Annual Meeting of Shareholders dated April 24th, 2009
and the Minutes of the Board of Directors Meetings No. 138 and 140 dated April 24th,
2009 and May 4th, 2009, respectively for the Board of Directors appointment and
positions acceptance, and (iii) the Minutes of the Board of





 









 







Directors No. 143 dated June 2nd, 2009, which is the Special Minutes for this Deed. I
attest to the validity of the copies of the documentation above mentioned, and I attach hereto a
certified copy of them, and (b) Mr. Bosch evidences his legal representation with: (i) the
Notarially recorded instrument evidencing the re-registering of “Pilagá Sociedad Anónima Ganadera”
(similar to a Corporation) as a “Sociedad de Responsabilidad Limitada” (similar to a Limited
Liability Company), its name change for the current company name and the registration of the
complete Articles of Association, executed by notarially recorded instrument dated 9th
of April, 2007 on folio 1625 of this Registry and Notarial Records Book of same year, and its
addition to the notarially recorded instrument executed on May 28th, 2007 on folio 2636
of this Registry and Notarial Records Book of same year, jointly filed with the Legal Entities
Records Office on June 13th, 2007 under entry number 5032 of the Book of Limited
Liability Companies No. 126, (ii) the spin-off, capital stock reduction, and the amendment AND
REORGANIZATION of the Articles of Association and the appointment of the Management, executed by
Notarially recorded instrument No. 1468 dated November 2nd, 2007, executed by Senior
Certified Notary Public Enrique Maschwitz (s) on folio 5448, of Registry No. 359 of the City of
Buenos Aires, filed with the Legal Entities Records Office on November 5th, 2008 under
entry No. 11514 of Limited Liability Companies Book No. 130; (ii) the Minutes of the Meeting of
Members held on January 16th, 2009 where the appointment and confirmation of Managers is
recorded on the addition to the Notarially recorded instrument above mentioned, according to a
meeting of the Members held on January 16th, 2009 and filed with the Legal Entities
Records Office on February 18th, 2009 under entry No. 1268 of Limited Liability Companies Book No.
130; (iv) the Minutes of the Meeting of Members and Management Meetings both held on May 30th,
2009, where the current members of the management were appointed and (v) Minutes of the Meeting of
Members specially held for this act. I have seen the original documents described in subsections
(ii) and (iii) and I attach a certified copy of them to folio 2204 of this Registry and Notarial
Records Book of the year 2009, and I have also seen the original documents described in subsection
(iv) and I attach a certified copy of them to folio 2778 of this Registry and Notarial Records Book
of the year 2009. I have the original documents described in subsection (v) before me and I attach
a certified copy hereto, I attest. NOW THEREFORE, Mr. Pando and Mr. Bosch state the documents
stated herein above are the only documents evidencing the legal representations invoked, which,
respectively, assure to be in force and free from amendments.





 









 







THE AUTHORIZING CERTIFIED NOTARY PUBLIC THEN STATES THAT: (a) the Seller Company submits the Real
Estate Transfer Code (C.O.T.I) No. 29235485197169, a copy of which is attached hereto, (b) that
pursuant to the legislation in force, no amounts for added value tax is withdrawn from the Seller
Company, due to the fact that no payments are executed in this act, (c) that this purchase is
executed in compliance with the Contract of Sale entered into by the parties on May 7th,
2009, one of the copies being attached hereto, duly paid for an amount of ARS 57,641.68 on stamp
taxes (Date stamped: May 26th, 2009, Nuevo Banco de Entre Ríos, S.A., Sucursal Buenos
Aires (032), Cashier No. 32, Cashier man 419220, Control No. 213938172295). The Contract of Sale
states as follows: THIRD: All payment obligations derived from the purchase agreed herein
shall be made in United States Dollars currency without restrictions from the Argentine Government.
Therefore, PILAGÁ expressly acknowledges and accepts that it is an essential condition of this
agreement that the payment of the price as well as possible compensatory and punitive interests,
costs, court costs and other amounts payable to GALICIA WARRANTS pursuant to this document shall be
made in US Dollars expressly waiving the right to invoke the unforeseeable and exceptional loss
doctrine or any other similar doctrine alleging a supervening burden for future payments. If on any
expiration date there is a restriction or prohibition to have access to the exchange market in the
Republic of Argentina, PILAGÁ shall likewise pay in US Dollars the price amount and any other
amount payable in accordance herewith. Such US Dollars may be obtained by any of the mechanisms
stated in Exhibit I hereof. FOURTH: This sale is performed on the basis of marketable
titles and GALICIA WARRANTS represents that it may freely dispose of the piece of real estate,
which is not subject to any restraining orders or attachments, being responsible for the
dispossession proceedings and compensation pursuant to law. GALICIA WARRANTS represents and
warrants to PILAGÁ that it has the effective and real possession over the piece of real estate
without any claim or objections made by third parties, including without limitation, real or
personal easements, occupants under any title, liens of any kind, mortgages and/or attachments.
GALICIA WARRANTS represents and warrants to PILAGÁ that the transfer of the piece of real estate
shall be made free of any claim, liability, cost, damage or loss (under all circumstances whether
accrued or not, payable or not payable, certain or possible, hidden or otherwise, jointly referred
to as the “Liabilities”) originated by reasons originated or titles issued prior to the date of the
deed, including without limitation any labor, tax, retirement or





 









 







commercial liability of GALICIA WARRANTS arising due to the commercial exploitation that GALICIA
WARRANTS would have developed in the piece of real estate. Therefore, GALICIA WARRANTS shall hold
PILAGÁ fully harmless from such Liabilities originated by reasons originated or titles issued prior
to the date of the deed regarding the piece of real estate. GALICIA WARRANTS undertakes to be
immediately responsible for any Liability that PILAGÁ receives. It is also bound to release PILAGÁ
from any liability in such respect during the first procedural opportunity. In the event this is
not possible and PILAGÁ is still a party to the claim, GALICIA WARRANTS may not acknowledge any
right, undertake or agree any obligation as to the claimant without the written consent of PILAGÁ
and such consent may not be denied when PILAGÁ is not affected or conditioned. If GALICIA WARRANTS
does not accept its responsibility for certain Liabilities, PILAGÁ may assume the defense of such
Liabilities pursuant to the strategy it deems more convenient. This shall not affect the
responsibility of GALICIA WARRANTS if, in accordance with section Thirteenth, it shall be
responsible for such Liability and that its responsibility was unduly denied. THIRTEENTH:
The parties submit themselves to the jurisdiction of the lower courts of the city of Buenos Aires
for any dispute that may arise in relation hereto. The domiciles stated in the first paragraph
hereof shall be deemed established and all court or out-of-court notices served by the parties
shall be deemed valid if served to such domiciles. All the abovementioned domiciles may be modified
at any time by serving written notice to the other party. EXHIBIT I: CURRENCY: In relation
to the THIRD provision, in case that on any of the expiration dates, there were legal restrictions
prohibiting the performance of legal acts in foreign currency in the Argentine exchange market,
PILAGÁ shall likewise pay the Price in US Dollars, by applying any of the following methods, as
indicated by Galicia Warrants S.A.: 1 (a) Use Argentine Pesos (or the currency in force at that
moment in the Argentine Republic) to buy any type of debt or equity securities in US Dollars and
transfer and sell them in US Dollars to a foreign country for an amount that, after being settled
in the foreign exchange market and after the corresponding taxes, costs, commissions and expenses
have been deducted, the final net value in US Dollars is equal to the amount due herein; or 1. (b).
Pay with any debt or equity security in US Dollars, after receiving Galicia Warrants S.A. written
consent, bearing a US Dollar quotation in foreign countries and for an amount that, at the moment
GALICIA WARRANTS settles them, and after the corresponding taxes, costs, commissions and expenses
have been deducted, the final net value in US Dollars is





 









 







equal to the amount due in USD herewith; or 1. (c). If there were legal restrictions in the
Argentine Republic prohibiting PILAGÁ from performing the options mentioned in the two previous
subsections or, in case such options become more onerous than the option that is going to be
described herein below, PILAGÁ will be able to pay GALICIA WARRANTS with Argentine Pesos (or the
currency in force at that moment in the Argentine Republic), on the corresponding due date,
provided that the amount of Argentine Pesos shall be enough, after the deduction of the
corresponding taxes, costs, commissions and expenses, to buy the total amount of US Dollars owed by
Pilagá for this agreement, according to the exchange rate published by Citibank N.A., New York,
United States of America, to buy US Dollars with Argentine Pesos in the City of New York at 12
(twelve) o clock (New York time) on the expiration date; or 1. (d). Use any other legal current
method in the Argentine Republic or in a foreign country, in any of the expiration dates of the
purchase agreements to buy US Dollars. 2. It is hereby stated that in any of the options detailed
in subsections 1 (a) to 1(d), the amounts due by PILAGÁ will only be considered as settled and as
valid payment only when the corresponding due amounts related to this agreement are effectively
deposited in Galicia Warrants S.A. banking account. 3. Any expenses, costs, commissions, fees and
taxes payable in relation to the proceedings established in subsections 1(a) to 1 (d) herein above
shall be paid by PILAGÁ”. THIS ENTRY HAVING BEEN READ, the parties affixed their hands before me, I
attest.



Added: CUIT 30-50689859-1 is valid.