exv4w3






Exhibit 4.3









March 24, 2011




Adeco Agropecuaria S.A.

Catamarca 3454 

B1640FWB | Martínez

Buenos Aires, Argentina



Pilaga S.A.,

Catamarca 3454

B1640FWB | Martínez

Buenos Aires, Argentina




Re: Loan No. 2028A/OC-AR — Amendment Offer No. 1/2011




Ladies and Gentlemen:





	1.	 	We make reference to the Loan Agreement, dated as of December 19,2008 (as amended
from time to time, the “Loan Agreement”), among Adeco Agropecuaria S.A., Pilaga S.A. (the
“Borrowers”) and Inter-American Development Bank (“IDB”). Capitalized terms used but not defined
in this offer letter have the meanings assigned to them in the Loan Agreement. The rules of
interpretation set forth in Section 1.2 (Interpretation) of the Loan Agreement shall apply to this
offer letter.
	 
	2.	 	We hereby offer to you the option to accept certain new terms to the Loan Agreement pursuant
to the terms set forth in Schedule 1 hereto (the “Offer
No. 1/2011”). The Offer No. 1/2011
can only be accepted by delivering a written copy of your acceptance to IDB not later than
March 31, 2011.
	 
	3.	 	If you accept this Offer 01/2011 as stated in paragraph 2 above any such acceptance delivered
pursuant to paragraph 2 above shall be irrevocable and such acceptance and the terms set forth
in this Offer No. 1/2011 shall remain in force until the Loan has been repaid in
full.
	 
	4.	 	The terms and conditions of the Loan Agreement in effect as of the date of this Offer 01/2011
shall continue in full force and effect unchanged, except as amended by this Offer 01/2011
upon its acceptance by each of the Borrowers.
	 
	5.	 	THIS OFFER 01/2011 IS GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.






 









 






	6.	 	The provisions of Section 8.1 (Notices), Section 8.5 (Counterparts), Section 8.7 (Amendment),
Section 8.10 (Applicable Law and Jurisdiction), Section 8.11 (Term of Agreement), Section
8.13 (Entire Agreements), Section 8.14 (No Third Party Beneficiaries) and
Section 8.15 (Waiver and Estoppel) of the Loan Agreement are incorporated herein and
shall apply to this Offer 01/2011, mutatis mutandis.




This is an offer and, if not accepted in writing as provided in Section 2 herein, shall
expire.



Yours truly,




	 	 	 	 	 
	 	INTER-AMERICAN DEVELOPMENT BANK

 	 
	 	/s/ John Cahillane
 	 
	 	Name:  


Title:	JOHN CAHILLANE
 CHIEF PORTFOLIO MANAGEMENT UNIT 
STRUCTURED AND CORPORATE FINANCE DEPARTMENT 	 




 









 





SCHEDULE 1:




TERMS OF THE OFFER 1/2011




	I.	 	DEFINITIONS




The following definitions shall apply to the Offer 01/2011 and where the same term is
contained in the Loan Agreement, the following terms shall prevail:




     Debt means, with respect to any Person, the aggregate (as of the relevant date of calculation)
of all such Person’s obligations (whether actual or contingent) to pay or repay money, including:




(a) all Indebtedness for Money Borrowed;




(b) any credit to such Person from a supplier of goods or under any installment
purchase or other similar arrangement in respect of goods or services (except trade
accounts payable within one hundred and eighty (180) days in the ordinary course of
business);




(c) the aggregate amount then outstanding of all liabilities of any other Person to
the extent that such Person provides a guarantee of, or indemnity for, such liabilities or
otherwise obligates itself to pay such liabilities; and




(d) all liabilities of such Person (actual or contingent) under any conditional sale or a
transfer with recourse or obligation to repurchase, including by way of discount or
factoring of book debts or receivables,




but provided that:




	 	i.	 	the calculation of Debt on a Combined Basis shall exclude loans between
Adeco and Pilaga, and
	 
	 	ii.	 	the calculation of Debt on an individual or Combined Basis shall exclude Deferred
Lease Payments under the Lease Agreements





     Equity Contribution means, the subscription and payment in cash by a Shareholder of Share
Capital of the Borrowers.




 









 





II. GENERAL PROVISIONS



The
following provisions shall apply to the Offer 01/2011 and the applicable section or
sub-section of the Loan Agreement referred to below shall be deemed deleted in its entirety and
replaced with the following:



Section 6.2.4 (Financial Ratios on an Individual Basis) of Section 6.2
(Negative Covenants)





	6.2.4	 	Financial Ratios on An Individual Basis. Permit at any time (tested on a quarterly and
yearly basis) with respect to either Borrower:






	 	6.2.4.1	 	the Debt to EBITDA Ratio to exceed 4.0: 1.0 in 2008 and 3.75: 1.0 in 2009;
	 
	 	6.2.4.2	 	the Total Liabilities to Equity Ratio to exceed 1.4:1.0 in 2008 and 2009; and
	 
	 	6.2.4.3	 	the Debt to Equity Ratio for each individual Borrower beginning on and including
December 31, 2010, to exceed:





	 	 	 

	December 31, 2010

	 	1.7:1.0
	 
	 	 
	March 31, 2011

	 	1.65:1.0
	 
	 	 
	June 30, 2011

	 	1.6:1.0
	 
	 	 
	September 30, 2011

	 	1.55:1.0
	 
	 	 
	December 31, 2011

	 	1.5:1.0
	 
	 	 
	March 31, 2012

	 	1.425: 1.0
	 
	 	 
	June 30, 2012

	 	1.35:1.0
	 
	 	 
	September 30, 2011

	 	1.275: 1.0
	 
	 	 
	December 31, 2012 and thereafter

	 	1.2:1.0





Section 6.2.9
(Purchase of Assets) of Section 6.2 (Negative Covenants)



6.2.9 Purchase of Assets. Purchase any assets or business or make any capital
expenditure exceeding the equivalent of fifteen million Dollars ($15,000,000) on a Combined Basis
in respect of both Borrowers in any given twelve (12) month period,



but provided that:





	 	i.	 	purchases of assets or capital expenditures to complete the
Free Stall Project II
(as defined in Part A of Schedule A (Capital Expenditures)) in an amount of up to
ten million Dollars ($10,000,000) in any given twelve (12) month
period and up to a cumulative
amount of eighteen million Dollars ($18,000,000), shall not be computed towards the above-mentioned fifteen
million Dollars ($15,000,000) limit,
	 
	 	ii.	 	the above-mentioned fifteen million Dollars ($15,000,000) limit may be exceeded to
the extent that the additional purchases or capital expenditures are financed with Equity
Contributions received during the same twelve (12) month period, and
	 
	 	iii.	 	any amount corresponding to Equity Contributions made in any twelve (12) month
period in excess of such additional purchases or capital expenditures may be used in future twelve
(12) month periods.