Line of Credit



 Exhibit 10.3 
 Side Letter to Promissory Note 
 Montevideo, Uruguay 

June 14, 2011 
  

	To:	BANCO ITAÚ URUGUAY S.A. 

 In
connection with the US$ 10,000,000.- (ten million U.S. dollars) loan granted by your Bank to our corporation, instrumented by means of a promissory note in the said amount, with maturity date October 31, 2011 (hereinafter, the
“Loan”), we commit to comply with the following terms for as long as repayment of the Loan remains outstanding: 
 (i) Not to
sell any corporate real estate, without securing prior written authorization from the Bank. 
 (ii) Not to mortgage or pledge any of our real
estate or property of any kind without securing prior written authorization from the bank, with the exception of those mortgages or pledges that serve as collateral for price balances due. 
 (iii) Maintain overall financial debt below an upper limit not exceeding US$ 15,000,000.- (fifteen million U.S. dollars). This upper limit amount shall be subjected to evaluation considering the
corporations held by the group that owns UAG. 
 Likewise, in the event that the Loan is not paid on the date of maturity, i.e. on
October 31, 2011, we commit to execute first mortgages on our real estate property in favor of Banco Itaú Uruguay S.A. in the amount of an auction value that covers or exceeds the amount of the Loan. 

Finally, we declare that, as of this date, UAG S.A. owns assets as per the following detail: 

 

					
	 Farmland Properties
	  	Book Value (USD)	 
	 Merin
	  	 	38.333.039	  
	 Lopetegui (Melo)
	  	 	888.838	  
	 La Beba
	  	 	23.259.763	  
	 Sequeira (Yaguari, second purchase)
	  	 	993.221	  
	 Colonia Palma
	  	 	3.020.775	  

  

	
	Yours truly,
	
	UAG S.A.
	By (Signature): /s/ Oscar León Bentancor
	Name: Oscar León Bentancor
	Title: Chief Financial Officer


  








 FORM OF PROMISSORY NOTE 

 

	No.	PRINCIPAL 

 NOMINAL ANNUAL
INTEREST RATE PAYABLE             % EQUAL TO 
 EFFECTIVE
ANNUAL INTEREST RATE             % 
 TOTAL INTEREST ACCRUABLE
_______________________________ 
 MATURITY DATE _________________________________________ 

AMOUNT PAYABLE UPON MATURITY (PRINCIPAL PLUS INTEREST) _______________________________ 
 NAME: PROMISSORY NOTE in the amount of ______________________________________________________ 

_____________________________________________________________________________________________ 
 That for value received, the undersigned maker shall pay unconditionally and free of protest to Banco Itaú Uruguay S.A., on the          Day of
            , 20    , at the domicile of the holder, in addition to interest accrued on debt balance that shall be calculated at the rate set forth below,
amounting to ______________________________________________________________ 

_________________________________________________________________________________________________________ 

The principal amount shall accrue interest at a fixed nominal annual rate of
            %, equivalent to             % annual effective rate, accruable as from
________________________________________________, payable upon maturity. Interest accrued shall be calculated on the basis of a 365-day year, for the number of calendar days actually elapsed. 
 The Value Added Tax (VAT), if applicable, and the Financial System Regulatory Control Tax are not included in the agreed interest rate, and these taxes as well as any other taxes, duties, costs, levies,
encumbrances, imposition, deduction or any other statutory monetary consideration of any kind to be levied currently or in the future at national or departmental (provincial) level in the Republic of Uruguay upon the present operation or upon
the Bank (or the holder, whoever applicable), in connection with this operation, shall be payable by the undersigned, unless such transfer of charge is forbidden by legal provisions in force. The above-stated promise involves the undersigned’s
express obligation to pay (or reimburse) to the holder any taxes or similar consideration that encumbers the holder, or is based for assessment purposes on the assets or credit or equity of the holder or the payee of this promissory note.

 Failure to pay this document on maturity shall constitute automatic Default on the part of the Maker (the undersigned) without need for any
in or out-of-court proceedings, in which case the total unpaid amount in default shall accrue interest at an annual effective fixed rate of             % until full payment is made.
Default interest shall capitalize on a daily basis. 
 In the event of default, all charges, expenses, fees and court and out-of-court charges
entailed in the proceedings to collect this promissory note, shall be payable by the undersigned Maker. 

  








 The undersigned set up a special domicile for all notifications, subpoenas, citations, summons and remaining
court and out-of-court proceedings involved in the collection of this promissory note right above their signature, herein below, and this domicile shall be valid and in force until written notice is served to the Bank of any changes, regardless of
whether actual changes or factual disappearances have taken place. 
 The undersigned accept the jurisdiction of the courts of the Republic of
Uruguay chosen by the holder of this promissory note. They declare that they have received a copy of the present promissory note upon execution thereof. 
  

			
	 Place and date
_______________________________________________________________________________________

		
	NAME: _____________________________________________	  	NAME: _________________________________________
		
	DOMICILE: _________________________________________	  	DOMICILE: ______________________________________
		
	SIGNATURE: ________________________________________	  	SIGNATURE:_____________________________________
		
	NAME: _____________________________________________	  	NAME: ___________________________________________
		
	DOMICILE:__________________________________________	  	DOMICILE:________________________________________
		
	SIGNATURE:________________________________________	  	SIGNATURE:_____________________________________

 /Form identification:/ V 001 – 15,000 – b.50 12/10 – Printed by: Imp. ABC S.A. – Q.T. 36750
– Version of September, 2009