exv10w17






Exhibit 10.17




Buenos Aires, February 1, 2010           




Messrs.

Adeco Agropecuaria S.A.

Catamarca 3454

1649, Martínez, Provincia de Buenos Aires

Argentina




Ref.: Amendment to supply offer Letter          




Dear Sirs,




     We write to you following our prior conversations regarding the amendment of the
Milk Required Volumes contained in the Offer Letter dated November 7, 2007 (the
“Offer Letter”), and hereby irrevocably offer you to modify and amend the
Offer Letter, in accordance with the following terms and conditions (the
“Amendment”):



ARTICLE I — DEFINITIONS



Terms not defined herein shall have the same meaning that the one given to
such terms in the Milk Supply Agreement.




ARTICLE II — AMENDMENTS TO SECTION 7 OF THE MILK SUPPLY AGREEMENT REFERRED
IN THE OFFER LETTER



2.1. Section 7 of the Milk Supply Agreement referred in the Offer Letter shall
be amended and restated as follows:



“7.1. In order to perform this Offer Letter, Adeco shall deliver to La Lácteo
(the “Maximum Supply Volume”) a fixed volume of three tank trucks per
day, with a full cargo capacity of approximately 80,000 liters; provided however that
under no circumstances shall Adeco be bound to deliver to La Lácteo and La Lácteo be
bound to purchase from Adeco, a four-monthly volume of Milk exceeding 50 (fifty) per
cent of La Lácteo’s total Milk’s purchases. To that end, La Lácteo shall furnish
Adeco with monthly reports indicating its total purchases of raw milk during each
calendar month”.



2.1. The following subsections shall be incorporated to Section 7 of the Milk Supply
Agreement referred in the Offer Letter:



“7.4. The Milk produced in Adeco’s Dairy Farms, exceeding the volume stipulated in
the first paragraph of section 7.1. will be managed by La Lácteo in order to take
advantage of the best valuation opportunities as industry sales in the raw milk spot
market or through fazon business”.




	 	 	 	 	 

	 
	 	/s/ Carlos Ibarguren
	 	/s/ Raul Filippi
	 
	 	CARLOS IBARGUREN

D.N.I. 22.277.547
	 	RAUL FILIPPI

APODERADO
	 
	 	APODERADO	 	 
	 
	 	LA LACTEO S.A.	 	 






 









 




“7.5. In order to allocate the exceeding volume of Milk, La Lácteo will present to Adeco
the raw milk sales options. To such extent, La Lácteo will furnish Adeco with a report detailing
the potential buyer’s identification, physic/chemical specifications and composition, prices,
payment terms and other commercial conditions set forth with the potential buyer, requesting
Adeco’s selection and approval of the most profitable and convenient of the options presented.



Once Adeco has notified its decision to La Lácteo, La Lácteo will take all the proper steps
required for the execution of a purchase agreement with Adeco’s chosen buyer”.



“7.6. La Lácteo will furnish Adeco with a monthly report, which will specify the volume of Milk
managed, Milk gross sales values and the deductions originated by the expenses of the sale
operation.



La Lácteo will charge Adeco with a 3 per cent commission of the Milk gross sales value for the
services rendered in the sale operation. The amount related to such commission will be included in
the deductions reported to Adeco”.



“7.7. La Lácteo will act in the Milk sales operations by order and account of Adeco, and under any
circumstances will be held accountable over non collectable or doubtful accounts, volume
differences, quality problems, and/or any other demand or damages that could emerge from the Milk
sales operations”.




ARTICLE III — NO NOVATION



The above referred amendments shall in no event be construed as a novation of the Milk Supply
Agreement referred in the Offer Letter, and all the provisions of such Milk Supply Agreement shall
remain in full force and effect. With effect from the date of the execution of this Amendment, the
Milk Supply Agreement referred in the Offer Letter and this Amendment shall be read and construed
together as one document




ARTICLE IV — STAMP TAX



If applicable, the stamp tax that may be levied on this Amendment shall be equally borne by the
Parties.



This Amendment shall be valid until February 28, 2010 and shall be deemed accepted by Adeco if they
deliver the Milk Required Volumes as per the terms set forth in this Amendment before February 28,
2010. Subject to the delivery of the Milk Required Volumes by Adeco within the said term, the
Amendment and understandings contained herein shall be binding upon Adeco and La
Lácteo.




	 	 	 

	Without any further notice, we remain,
	 	 
	 
	 	 
	Sincerely,
	 	 
	 
	 	 
	 

LA LACTEO S.A.

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 	 	 

	 
	 	/s/
Carlos Ibarguren
	 	/s/
Raul Filippi
	 
	 	CARLOS IBARGUREN

D.N.I. 22.277.547
	 	RAUL FILIPPI

APODERADO
	 
	 	APODERADO	 	 
	 
	 	LA LACTEO S.A.