exv10w8






Exhibit 10.8




FIRST AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT



This First Amendment (the “Amendment”) to the Agreement (as such term is defined
below) dated as
of March 4th, 2010 is entered into by and between the following parties:





(i) Angélica Agroenergia Ltda., a company existing under the laws of Federative
Republic of Brazil, with its registered offices at Estrada Continental, Km 15,
S/N°,
Fazenda Takuaré, CEP 79.785-000, Angélica, MS, Brazil, enrolled with
CNPJ under No. 07.903.169/0001-09 (the “Borrower”);




(ii) Adeco Agropecuária Brasil Ltda., a company existing
under the laws of Federative
Republic of Brazil, with its registered offices at SHIS, Q1 23, Bloco
B, Sala 201, Lago Sul, CEP 71.660-000, Brasilia, DF, Brazil,
enrolled with CNPJ under No. 07.035.004/0001-54 (“Adeco Agropecuária”); Adeco Brasil Participaçŏes
Ltda., a company existing under the laws of Federative Republic of Brazil, with
its registered offices at Rua Iguatemi, l92.13° andar, Cj, 131,
CEP 01451-010, São
Paulo, SP, Brazil, enrolled with CNPJ under No. 07.835.579/0001-51 (“Adeco
Participações”); Adecoagro Comércio, Exportação c Importação Ltda., a company,
existing under the laws of Federative Republic of Brazil, with its registered
offices at Fazenda
Monte Alegre, S/N°, Zona Rural, CEP 37115000. Monte Belo, MG, Brazil,
enrolled with CNPJ
under No. 01.893.89670001-48 (“Adecoagro”): Usǐna Monte Alegre S.A., a company
existing under the laws of Federative Republic of Brazil, with its registered offices at
Fazenda Monte Alegre, S/N°, Zona Rural, CEP 37115-000, Monte Belo, MG, Brazil,
enrolled with CNPJ under No. 22.587.687/0001-46 (“Usína Monte Alegre” and
together with Adeco Agropecuária, Adeco Participaçŏes and Adecoagro, the
“Guarantors” or, individually, a
“Guarantor”);




(iii) Banco Rabobank International Brasil S.A.,
a financial institution organized and existing
under the laws of the Federative Republic of Brazil, with offices at Av. das Nações Unidas
No. 12.995,7° andar, São Paulo, SP, Brazil, in the capacity of Administrative
Agent for the Banks (the “Administrative Agent”) and in the capacity of Collateral Agent
for the Banks (the “Collateral Agent”);




(iv)Rabobank Curaçao N.V., a financial institution organized and existing under the laws of
the
Netherlands Antilles, with offices at Zeelandia Office Park, Kaya W.F.G.  Mensing
14, Willemstad, Curaçao, Netherlands Antilles, in the capacity of Paying Agent hereunder
(the “Paying Agent”), in the capacity of Collection Account Agent for the
Banks (the “Collection Account Agent”) and in the capacity of Lead Arranger
(the “Lead Arranger”): and the banks listed on the signature pages hereof and each bank
that becomes a “Bank” after the Execution Date Pursuant to Section 11.1 of the
Agreement (defined below) (individually, a “Bank” and, collectively, the
“Banks”);



WHEREAS:





(A) the Borrower, the Guarantors,
the Agents, the Lead Arrangers and the Banks have entered
into a US$ 50,000,000.00 (fifty million Dollars) Export Prepayment Finance Agreement dated as
of July 13, 2007 (the “Agreement”); and




(B) the parties to the Agreement have agreed to amend certain
Financial Covenants pursuant to Section V of the Agreement, effective the date hereof;



	 	 	 	 	 

	 

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NOW, THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises set forth
hereinabove, the parties hereto hereby agree as follows:



1. Capitalized terms used herein unless otherwise defined herein shall have the meanings assigned
to them in the Agreement.



2. The clause of “Financial Covenants” contained in Section 5(n)(ii) of the
Agreement is hereby amended as follows:



“(n) Financial Covenants: (ii) the Group shall, based on its members combined fiscal year audited
financial statements, in accordance with GAAP, ensure that, as of December 31 of each fiscal year:





	 	(A)	 	the Liquidity Ratio shall be
equal to or greater than: (w) 1.2 from 2007 to 2009;
(x) 0.65 in 2010; (y) 1.00 in 2011; and (z) 1.2 from and after
the fiscal year ended December 31, 2012;
	 
	 	(B)	 	the Net Bank Debt/EBITDA
Ratio shall be less than or equal to: (w) 5.0 from
2007 to 2008; (x) 3.0 in 2009; (x) 4.0 in 2010; and (y) 3.0
from and after the fiscal year ended December 31, 2011; and
	 
	 	(C)	 	the Interest Coverage Ratio
shall be equal to or greater than: (x) 3.0 from 2007
to 2009; (w) 2.0 from 2010 to 2011; and (y) 4.0 from and
after the fiscal year ended December 31, 2012.”




3. Upon the effectiveness of this Amendment (a) this Amendment shall be deemed to be an amendment
to the Agreement, and the Agreement, as amended hereby, is hereby ratified, and confirmed in each
and even, respect, (b) all references to the Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Agreement as amended hereby, and
(c) this Amendment shall be deemed to be an integral part of the Agreement and shall also be
considered a Credit Document.



4. Except as otherwise expressly provided in this Amendment, all of the terms, conditions and
obligations contained in the Credit Documents are hereby ratified by the parties hereto and shall
remain in full force and effect, and references in the Credit Documents to other provisions thereof
that have been amended hereby shall be considered references to such provisions as so amended.



5. The Administrative Agent may request that the Borrower arranges (at the Borrower’s sole cost
and expense and within the period so informed by the Administrative Agent) for the translation of
this Amendment into Portuguese by a Brazilian sworn translator and it registry with the
competent Brazilian registries, including those where each of the Credit Documents were previously
registered. Evidence of each such registry of this Amendment as set forth in this item 5 shall be
promptly delivered to the Administrative Agent.



6. This Amendment shall be governed by and construed in accordance with the laws of the State of
New York, United States of America, without giving effect to its conflicts of law principles that
would lead to the application of the laws of another jurisdiction. The parties agree that the
provisions of Section 11.1 of the Agreement shall apply to this Amendment including, without
limitation, the




	 	 	 	 	 

	 

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submission to the jurisdiction of the state courts sitting in the City of
New York, New York, USA, of the United States District Court for the Southern District of New York or of the courts
located in the City of São Paulo. State of São Paulo (Brazil).



7. This Amendment may be executed by the parties hereto in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
Amendment. This Amendment shall become effective as of the date indicated below.




	 	 	 	 	 

	 

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




	 	 	 	 	 	 	 	 	 

	ANGÉLICA AGROENERGIA LTDA.	 	 	 	 	 	 
	as Borrower	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

Leonardo R. Berridi
	 	 	 	By:
	 	/s/ Orlando C. Editore
 
 Orlando
C. Editore
	 

	 	231.115.108-83
	 	 	 	 	 	313.104.606-63
	 
	 	 	 	 	 	 	 	 
	ADECO AGROPECUÁRIA BRASIL LTDA.	 	 	 	 	 	 
	as Guarantor	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

Leonardo R. Berridi
	 	 	 	 	 	/s/ Orlando C. Editore
 
 Orlando
C. Editore
	 

	 	231.115.108-83
	 	 	 	 	 	313.104.606-63
	 
	 	 	 	 	 	 	 	 
	ADECO BRASIL PARTICIPAÇÕES LTDA.	 	 	 	 	 	 
	as Guarantor	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

Leonardo R. Berridi
	 	 	 	 	 	/s/ Orlando C. Editore
 
 Orlando
C. Editore
	 

	 	231.115.108-83
	 	 	 	 	 	313.104.606-63
	 
	 	 	 	 	 	 	 	 
	ADECOAGRO COMÉRCIO, EXPORTAÇÁO E IMPORTAÇÁO LTDA.	 	 	 	 	 	 
	as Guarantor	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

Leonardo R. Berridi
	 	 	 	 	 	/s/ Orlando C. Editore
 
 Orlando
C. Editore
	 

	 	231.115.108-83
	 	 	 	 	 	313.104.606-63
	 
	 	 	 	 	 	 	 	 
	USINA MONTE ALEGRE S.A.	 	 	 	 	 	 
	as Guarantor	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leonardo R. Berridi
 

Leonardo R. Berridi
	 	 	 	 	 	/s/ Orlando C. Editore
 
 Orlando
C. Editore
	 

	 	231.115.108-83
	 	 	 	 	 	313.104.606-63






	 	 	 	 	 	 	 	 	 

	BANCO RABOBANK INTERNATIONAL BRASIL S.A.	 	 	 	 	 	 
	as Administrative Agent and Collateral Agent	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 
	 
	 	 	 	 	 	 	 	 
	RABOBANK CURAÇAO N.V.	 	 	 	 	 	 
	as Paying Agent,
Collection Account
Agent and Lead Arranger	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 
	 
	 	 	 	 	 	 	 	 
	Witnesses:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	   
	Name:

	 	 	 	 	 	Name:	 	 
	I.D.

	 	 	 	 	 	I.D.	 	 






	 	 	 	 	 

	 

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BANKS




	 	 	 	 	 	 	 	 	 

	RABOBANK CURAÇAO N.V.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address:

Zeelandia Office Park, Kaya W.F.G. Mensing 14

Willemstad, Curaçao, Netherlands Antilles

c/o Banco Rabobank International Brasil S.A.

Telephone Number: 55 11 5503 7048

Fax Number: 55 11 5503 7006

Attn: Operations




	 	 	 	 	 	 	 	 	 

	ROYAL BANK OF SCOTLAND N.V.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address:
Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands

Telephone Number: +31 20 3 433267

Fax no: +31 20 6 281286

Email: loan.servicing.gfe.desk@nl.abnamro.com




	 	 	 	 	 	 	 	 	 

	BIE — BANK & TRUST LTD.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address:

Second Floor, Albert Panton Street

P.O. Box 501, George Town

Grand Cayman,

The Cayman Islands -BWI

Communications to:

Banco Itaú Europa

Rua Tierno Galvan Torre 3, 11th




	 	 	 	 	 

	 

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1099-048 Lisbon — Portugal

Attention: Directors

Telephone: +351 21 381 1097

Telecopier: +351 21 388 7256




	 	 	 	 	 	 	 	 	 

	UNIBANCO — UNIÃO
DE BANCOS
BRASILEIROS S.A., GRAND CAYMAN BRANCH
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address:
Bank of Nova Scotia BLDG. — 3rd floor, PO Box 1334, George Town, Grand Cayman,

Cayman Islands, BWI

Telephone Number: 55 11 3503 2971

Fax no: 55 11 3503 4026

SWIFT: UBBR KY KY

Attn: Luis Antonio Lavrador, Francisco Leme

Email: luis.lavrador@unibanco.com.br, Francisco.leme@unibanco.com.br




	 	 	 	 	 	 	 	 	 

	BANCO BRADESCO S. A. — GRAND CAYMAN BRANCH	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address: Ansbacher House 3rd floor — 20 Genesis Close — PO Box 1818 GT — Grand Cayman,

Cayman Islands

Telephone Number: 1 345 945 1200

Fax no: 1 345 945 1430

Attn: Roberto Medeiros

Email: 4946.roberto@bradesco.com.br




	 	 	 	 	 	 	 	 	 

	HSBC BANK
BRASI S.A. — BANCO MÚLTIPLO,
GRAND CAYMAN BRANCH
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 
 






Address:
Strathvale House,
2nd floor, North Church Street, Grand Cayman, Cayman Islands

Telephone Number: 55 11 3646 3840

Fax no: 55 11 3847 5869

Attn: Marco Sanches

Email: marco.a.sanches@hsbc.com.br




	 	 	 	 	 

	 

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