exv10w28







Exhibit 10.28



(ENGLISH TRANSLATION)



Administration Record No 1: In Buenos Aires City, on the 22nd day of the month of
December 2009, at 10 o  ́clock, at the head office of COPRA S.A. y otras UTE, the corporation COPRA
S.A. appears in its capacity of Administrator, represented by its President, Mr. José Antonio
Aranda, whose name is signed here below, in order to consider the drafting of a consolidated text
of the UTE agreement.



Mr. Aranda hereby declares that, by virtue of the powers provided under section [illegible] of the
UTE Agreement [temporary association of companies], and due to the various amendments introduced to
the UTE agreement, which have been duly recorded at the Inspección General de Justicia [Argentine
Superintendence of Business Organizations], he deems convenient to proceed to write a consolidated
text thereof, as this would facilitate proof of existence of the UTE and the introduction of its
current members to those requiring so. In view of the foregoing, the production of a consolidated
text of the UTE agreement is hereby ordered, which reads as follows:




“TEMPORARY ASSOCIATION OF COMPANIES AGREEMENT CALLED COPRA S.A. Y 

OTRAS UNIÓN TRANSITORIA DE EMPRESAS”




FIRST: UTE SUBJECT MATTER



The UTE subject matter shall be: (i) to obtain from the authorities of the Provincia de Corrientes,
as provided under Provincial Law No 3066 and/or those which amend or replace it and/or pursuant to
what the laws currently in force permit, the Concession of Rights to Use Public Water from the
Arroyo Ayuí Grande [stream], in the Río Miniñay basin, Provincia de Corrientes, in favor of its
members; (ii) the construction of a dike or dam to be built in the above mentioned Arroyo Ayuí
Grande, under the parameters and technical conditions conveniently presented, and approved by the
relevant agencies of the Provincia de Corrientes, in order that the members of this UTE be allowed
to use the water they are entitled to in accordance with the concession obtained and iii) the
administration, maintenance and exploitation of such dike or dam work referred to in the preceding
subsection ii) during the term of the Concession of Rights to the Use of Public Water, referred to
in subsection i) hereof.







 









 









SECOND: TERM



The UTE shall remain in full force and effect all along the term provided for in the administrative
act granting the Concession of Rights to Use Public Water referred to in the FIRST section,
subsection (i).



THIRD: CORPORATE NAME



The UTE shall be called “COPRA S.A. Y OTRAS UNION TRANSITORIA DE EMPRESAS”.




FOURTH: CORPORATE NAME — DOMICILE — REGISTRATION DATA — DECISION — COMMITTEE OF MEMBERS



Each of
the member’s data, regarding name, corporate domicile, registration, date and number of the
record in which their participation in this UTE was decided are namely:



1. Copra S.A., a company legally organized in the Argentine Republic and registered at the IGJ
[Argentine Superintendence of Business Organizations] under entry no.692, on Page 63, Book 83,
Volume “A”, Estatutos Nacionales [National Bylaws], domiciled at Leandro N. Alem 690, piso 17
Buenos Aires City, record deciding its participation in UTE: Board of Directors  ́ record No.203 on
August 20th 1999.



2. Pilagá S.R.L.(former Pilagá Sociedad Anónima Ganadera [livestock business corporation],a company
legally organized in the Argentine Republic and registered at the IGJ of the Federal Capital City
under entry No.2529 on Page 374, Book 8, Volume “A”, Sociedades Anónimas [Corporations].
Transformation of the S.A. [corporation] into S.R.L. [limited liability company] recorded on
Minutes dated April 1st 2007, registered at the IGJ on June 13th 2007 under
entry no.9415, book 35, volume —, SRL [limited liability companies]. The corporate domicile is Av.
Leandro N. Alem 928, piso 7°, of.721, Buenos Aires City, registered at IGJ on July 31st
2007 under entry no.6862, book 127, volume:-, SRL.



3. Tupantuva S.A., a company legally organized in the Argentine Republic and registered at the
Registro Público de Comercio [Public Registry of Commerce] of the Federal Capital City under entry
No.12479, Book 6, Sociedades por Acciones [stock
companies], domiciled at Leandro N. Alem 690, piso 17, Buenos Aires City, record deciding
participation in UTE: Board of Directors  ́ record No.1 on September 6th 1999.



4. Julio Alberto Serrano, married, DNI 14.783.708 [ID number], domiciled at calle 453 [street no.]
N°1668, City Bell, Ciudad de La Plata, Ana Isabel Serrano, married, DNI 16.632.007 [ID number],
domiciled at calle 497 [street no.] N°3143, Gonnet, Ciudad de La




 









 








Plata, Javier Ovidio Serrano,
unmarried, Passport No. 17.042.594, domiciled at 2163 Av. De la Rivera, La Jolla, CA92037, San
Diego, California and María Verónica Serrano, unnmarried, DNI 17.851.807 [ID number], domiciled at
calle 1 [street no.] N°1307 Dpto.“D”, Ciudad de La Plata.



5. Establecimientos Agrícola Ganaderos Santa Clara y Yuquerí Sociedad Anónima, company legally
organized in the Argentine Republic, domiciled at Av. Roque Sáenz Peña 1219, piso 4, Buenos Aires
City.




FIFTH: SPECIAL DOMICILE OF THE UTE



For all the effects produced by this contract in connection to third parties, the UTE establishes
its domicile at Leandro N. Alem 690, piso 17, Buenos Aires City.



SIXTH:
PARTIES’ PARTICIPATION—CONTRIBUTIONS TO COMMON FUND- COMMON ACTIVITIES FINANACING
METHOD



Every member of the UTE participates in it in the following proportions: COPRA 50%, Pilagá 20%,
Santa Clara y Yuquerí 16%, Tupantuva 10% and Julio Serrano, Ana Isabel Serrano, Javier Ovidio
Serrano and María Verónica Serrano, altogether, 4%. The parties agree to create an operative common
fund of $150,000 (one hundred fifty thousand pesos [Argentine currency]), which shall be made up by
the contributions of each one of the members in the proportion of their participation in the UTE.
The purpose of those funds shall be financing the expenses arising from the administration,
maintenance and development of common activities and the exploitation referred to in subsections
(i), (ii) and (iii) of the FIRST section. The members of the UTE agree that, where appropriate,
they shall participate of the outcome in identical proportion as provided for the composition of
the operative common fund previously described.



Notwithstanding the foregoing, due to the lack of remnant from the Operative Common Fund, the
parties afforded proportionally the expenses of the UTE as from the early withdrawal of the parties
listed in the Whereas clauses hereof.




SEVENTH: REPRESENTATIVE



The parties appoint the company COPRA to be the representative of the UTE. It will hold the
representation powers provided under section 379 of the Ley de Sociedades Comerciales [Business
Organizations Law].





 









 







The representative appointed shall enjoy all the powers granted by each one of the members of the
UTE, including without limitation the ones listed here below. All of the powers are expressly
detailed in the power of attorney to be conveniently granted by the parties.



The representative shall be vested by the UTE with all the necessary powers to perform each and
every action leading to achieve the subject of the UTE before any natural or legal person, public,
private or mixed, excluding no type, and with this purpose supported by full powers.



Moreover, it shall have the power to make, amend, rescind, cancel or terminate any contract
regarding the ordinary management and the subject matter of the UTE, provided it is not banned by
laws, executive orders, ordinances, administrative orders, regulations or any type of rule in
force. It will especially enjoy the powers enumerated here below without limitation, to enter into
agreements of all kind with another owner of riparian land by the Arroyo Ayuí Grande or with owners
and/or tenants of lands flooded by the water mirror to be formed by the dam, in order to achieve
the subject described in the FIRST section.




EIGHTH: MAKING DECISIONS — MEMBERS VOTES



The decisions made by the UTE leading to achieve the subject matter of this contract shall require
the agreement of both COPRA  ́s and PILAGA  ́s representatives. Such decisions shall be binding for all
of the members of the UTE and must be performed by the Administrator.




NINTH: HYPOTHESIS OF REMOVAL AND WITHDRAWAL



In case any of the members decided to leave the UTE, he must notify the other members by certified
mail, at least ninety days in advance.



Causes of removal from the UTE are: (i) Declaration of Concurso Preventivo [composition with
creditors], (ii) Adjudication of Bankruptcy, (iii) attachment on goods that may affect the
fulfillment of his duties, (iv) non-fulfillment of duties under this agreement or any agreement
additional to it but related with the performance and execution of the subject matter of the UTE,
in accordance with the FIRST section of this agreement, provided that once such fulfillment be
demanded, it is not performed within fifteen days following the demand.



In case of withdrawal or removal of a member of the UTE, he shall: a) pay all the expenses in
proportion to his participation, which have been disbursed and /or committed at the time of
separation; b) not facilitate information related to the UTE subject matter to third parties.





 









 








Moreover,
the members of the UTE expressly agree that either the withdrawal or removal of any of
them as members of the UTE shall automatically imply the definite loss of the right which as
members should acquire in case the UTE obtain the concession as provided in subsection (i) of the
FIRST section, hereby waiving expressly and in advance, and for the case of their future withdrawal
or removal to be a member of the UTE, to exercise the rights they may eventually be entitled to
under the concession granted by the Provincia de Corrientes.




TENTH: ADMISSION OF NEW MEMBERS



The members of the UTE shall admit new members provided they contribute with experience, knowledge,
financial and economic solvency to afford the project and / or encourage its development, as long
as they (a) own the land by the water mirror to be formed by the construction of the dike or dam
described in subsection (ii) of the FIRST clause and such ownership be duly registered at the
corresponding Registro de la Propiedad Inmueble [Registry of Real Property] and (b) are accepted by
all of the members of the UTE. Moreover, current members are acknowledged the right to transfer the
rights and duties granted under the UTE agreement in case of transfer of the riparian land
benefitted by the irrigation resulting from the construction of the dike or dam subject of this UTE
in case of transfer of the riparian land benefitted by the irrigation resulting from the
construction of the dike or dam subject of this UTE. Therefore, in the event of such transfer, the
purchaser shall enjoy the right to be admitted in the UTE with the same share of participation that
the former owner and member of the UTE he is substituting would have had.




ELEVENTH: ADMINISTRATION, DRAFTING BALANCE SHEETS



The administration of the UTE is the duty of COPRA (the “Administrator"). All of the members of the
UTE expressly empower COPRA so that, through its legal representative, agent and/or officers, it
performs the actions of administration of the UTE. The Administrator shall draft a balance sheet
which must be at least quarterly and, besides, he shall draft an annual balance sheet, which shall
close on June 30th every year (the “Closing Date"). The annual balance sheet must be
drafted and delivered to the members within a period of four months following the Closing Date
every year. The accountancy shall be recorded in a general journal, an inventory and balance sheet
book and a minutes book, where the decisions made by the administrator and at the members  ́ meetings
and which must be officially signed and sealed by the competent authority.





 









 







The Administrator shall receive in payment for the rendered services a monthly fee fixed by the
representatives of the members of the UTE.



The removal of the Administrator and the appointment of another one to replace him shall require
the affirmative vote of all the members of the UTE, except for that of the member in charge of the
Administration.




TWELFTH: DOMICILIE, JURISDICTION



For the purposes of this agreement the parties establish their domicile as stated above. In case of
issues arising between the parties on the interpretation or performance of this agreement, they
shall subject to the jurisdiction of the Tribunales Ordinarios de la Ciudad de Buenos Aires [Buenos
Aires City Civil Courts], excluding any other jurisdiction.




THIRTEENTH: REGISTRATION, POWERS OF ATTORNEY



The members of the UTE grant special power of attorney to Messrs. Eduardo Germán Padilla Fox,
Horacio Marcelo Silva, Ignacio Padilla, Gustavo Alberto Krauss, Juan Sebastián Delmar and Ms. María
Paula Lopardo, Messrs. Manuel Alonso, Julio Quiroga, Ernesto Tissone and Pablo María Girado and/or
those people whom any of them should appoint to perform all the paperwork for the registration of
this agreement at the Inspección General de Justicia, and at the relevant agency, being authorized
to request and reply to lawsuits and summons, accept the amendments suggested by the Inspección
General de Justicia and/or whoever it may concern, submit notes and pleadings and take all the
necessary steps leading to the registration of this document.




FOURTEENTH: ENVIRONMENT PROTECTION AND CARE COMMITTEE



The parties agree to create an Environment Protection and Care Committee, which shall be composed
by two members, appointed by mutual agreement of the parties, whose decisions shall be made
unanimously. The aims of the Committee shall be the ones detailed in the Program transcribed below,
the project of which shall be introduced to the local authorities on the days following the
implementation of the environmental administration program:




ENVIRONMENTAL ADMINISTRATION PROGRAM





	a)	 	Creation of a Committee responsible for the environment regarding Ayuí Project.
	 
	b)	 	Design the areas of habitat preserved significant for the flora and fauna.




 









 













	c)	 	Develop “ecological routes” for the fauna and safe passages between the preserved areas.
	 
	d)	 	Develop a Pesticide Administration Plan.
	 
	e)	 	Advise on the best practices, especially regarding soil conservation without using
herbicides.
	 
	f)	 	Control and verify the condition of the soil and water due to salinity and contamination risk
due to irrigation.
	 
	g)	 	Provide for the absolute prohibition of furtive hunting, and the adoption of controls
measurement.
	 
	h)	 	Teach and train suitable staff in environmental issues.
	 
	i)	 	Support local government organizations like schools, hospitals, research institutes, etc. in
that sense.
	 
	j)	 	Cooperate with Governmental Agencies to support and aid with the protection of preserved
areas in [illegible] ecosystems.




Mr. Aranda continues to say that, having decided the approval of a consolidated text of the UTE
agreement, the granting of a special power of attorney should proceed in favor of Messrs. Eduardo
Germán Padilla Fox, Horacio Marcelo Silva, Ignacio Padilla, Gustavo
Alberto Krauss, Juan Sebastián Delmar, Ms. María Florencia Fontana, Messrs. Manuel Alonso, Julio
Quiroga, Ernesto Tissone and Pablo María Girado and/or those people whom any of them should appoint
to perform all the paperwork required for the registration of this consolidated text at the
Inspección General de Justicia, and/or at the agency concerned, being authorized to request and
reply to lawsuits and summons, accept the amendments suggested by the Inspección General de
Justicia and/or whoever it may concern, submit notes and pleadings and take all the necessary steps
leading to the registration hereof.



Since there are no more issues to deal with, this act is brought to a close with Mr. José Antonio
Aranda’s signature.



I HEREBY DECLARE UNDER OATH, that these typed pages carrying my signature and seal are the true
copy of (i) Administration Record No.1 dated on December 22nd 2008, kept in 6 pages, p.
No.67 to No.72 inclusive, in the book of Records No.1, officially signed and sealed at the
Inspección General de Justicia on October 11th 2000, entry No. 85236-00, belonging to
the company COPRA S.A. Y OTRAS U.T.E.



Buenos Aires, March 11th 2009.








 









 









Ministerio de Justicia, Seguridad y Derechos Humanos [Ministry of Justice, Security and

 Human Rights]




Inspección General de Justicia [Argentine Superintendence of Business Organizations]



2009 — Year of the Homage to Raúl Scalabrini Ortíz



Page: 1



IGJ Correlative Number: 1674476 CUIT:




          UNION TRANSITORIA DE EMPRESAS [Temporary Association of Companies]




Corporate Name:

COPRA S.A. Y OTRAS UTE



(before):




Administrative File Number: 2604509

Description of Administrative Proceeding

03595 URGENT CONSOLIDATED TEXT

and/or private instruments: 12/22/2009*




Recorded at this Registry under entry no.72 of book 2, volume —

of: Corporate Cooperation Agreements




	 	 	 

	C.C.: 1

	 	Buenos Aires, March 20th 2009.