MOLINO CAÑUELAS S.A.C.I.F.I.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
DEPOSIT AGREEMENT dated as of , 2017 among MOLINO CAÑUELAS S.A.C.I.F.I.A., a sociedad anónima comercial industrial financiera, inmobiliaria y agropecuaria organized under the laws of the Republic of Argentina (herein called the “Company”), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the “Depositary”), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Form of Underwriting AgreementUnderwriting Agreement • October 20th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
Molino Cañuelas S.A.C.I.F.I.A, an Argentine sociedad anónima comercial industrial financiera, inmobiliaria y agropecuaria (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] Class B ordinary shares of the Company, par value AR$0.10 per share (the “Shares”), to be represented by American Depositary Shares (“ADSs”) , each ADS representing [·] Shares, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [·] Shares to be represented by ADSs (collectively, the “Underwritten ADSs”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] Shares to be represented by ADSs, (the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “ADSs”. The Shares
PRE-EXPORT FINANCE FACILITY AGREEMENTPre-Export Finance Facility Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
PRE-EXPORT FINANCE FACILITY AGREEMENT (as amended, supplemented or modified from time to time, the “Agreement”) dated as of December 22, 2016 (the “Execution Date”) between Molino Cañuelas S.A.C.I.F.I.A., a corporation duly organized and validly existing under the laws of the Republic of Argentina (“Argentina”), with its principal office at Av. San Martin 691, Adelia Maria, Prov. de Córdoba, Argentina (the “Borrower”); and ING Bank N.V., incorporated in Amsterdam, duly licensed to act as a financial entity under the laws of The Netherlands (the “Lender” or “ING”), and together with the Borrower, the “Parties”).
FIRST AMENDED AND RESTATED PRE-EXPORT CREDIT AGREEMENT U.S.$88,000,000 dated as of June 12, 2017 among MOLINO CAÑUELAS S.A.C.I.F.I.A., as Borrower the LENDERS referred to herein ITAÚ UNIBANCO S.A., NASSAU BRANCH as Administrative Agent and ITAÚ...Pre-Export Credit Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Collateral Agent entered into a Pre-Export Credit Agreement, dated as of January 31, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement”);
MOLINO CAÑUELAS S.A. SHAREHOLDERS’ AGREEMENTShareholders Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
This Molino Cañuelas S.A. Shareholders’ Agreement (hereinafter referred to as the “Shareholders’ Agreement”) is entered into in the city of Buenos Aires on January 18, 2017, by and between:
FINANCE OF IMPORTS Amendment No. 2 dated 1 November 2016 to the LOAN AGREEMENT No. 1 concluded on 26 July / 1 August 2013 and amended by Amendment No. 1 thereto on 15 July 2015 between Molino Cañuelas SACIFIA, Buenos Aires, Argentina (“Borrower”) and...Loan Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
On 26 July / 1 August 2013 the Borrower and the Lender, respectively, entered into a Loan Agreement No. 1 which was amended by an Amendment No. 1 thereto on 15 July 2015 (the Loan Agreement No. 1 as amended by Amendment No. 1 thereto hereinafter referred to as the “Loan Agreement”) for the partial financing of supplies being provided under an Export Contract between the Borrower and CCC Machinery GmbH, Hamburg, Federal Republic of Germany (“Exporter”).
AMENDED AND RESTATED PRE-EXPORT FINANCE TERM FACILITY AGREEMENT A/BPre-Export Finance Term Facility Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
THIS AMENDED AND RESTATED PRE-EXPORT FINANCE TERM FACILITY AGREEMENT (the “Agreement”) is dated as of December 1, 2016 and made among:
FINANCE OF IMPORTS Amendment No. 1 to the LOAN AGREEMENT No. 1 dated 26 July / 31 August 2013 between Molino Cañuelas SACIFIA, Buenos Aires, Argentina (“Borrower”) and Deutsche Bank Aktiengesellschaft, Frankfurt am Main (“Lender”)Loan Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
On 26 July / 31 August 2013 the Borrower and the Lender, respectively, entered into a Loan Agreement No. 1 (“Loan Agreement”) for the partial financing of supplies being provided under an Export Contract between the Borrower and CCC Machinery GmbH, Hamburg, Federal Republic of Germany (“Exporter”).
AMENDED AND RESTATED LOAN AGREEMENT among MOLINO CAÑUELAS S.A.C.I.F.I.A., as Borrower CAÑUELAS PACK S.A., as a Guarantor and INTERNATIONAL FINANCE CORPORATION Dated September 29, 2016Loan Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated September 29, 2016, among Molino Cañuelas S.A.C.I.F.I.A., a sociedad anonima comercial industrial financiera inmobiliaria y agropecuaria organized and existing under the laws of the Republic of Argentina (the “Borrower”), Cañuelas Pack S.A., a sociedad anonima organized and existing under the laws of the Republic of Argentina (“Cañuelas Pack”), and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Argentina (“IFC”).
TRADUCCIÓN PÚBLICA/CERTIFIED TRANSLATIONNon-Residential Property Lease Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
NON-RESIDENTIAL PROPERTY LEASE AGREEMENT WITH FACILITIES, MACHINERY, EQUIPMENT, FITTINGS, FURNITURE AND FIXTURES, ENTERED INTO BY S.A. MOINHO DA BAHIA, LESSOR, ON ONE PART, AND MOINHO CANUELAS LTDA., LESSEE, ON THE OTHER PART, BY ISSUANCE OF A SURETY BOND, UNDER THE FOLLOWING TERMS AND CONDITIONS:
AGREEMENTShareholder Agreement • August 14th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
This agreement between some of the shareholders of Molino Cañuelas S.A. (hereinafter referred to as the “Agreement”) is entered into in the city of Buenos Aires on January 18, 2017, by and between:
FIRST AMENDMENT TO PRE-EXPORT FINANCE FACILITY AGREEMENT, CONFIRMATIONS, SWORN STATEMENTS AND ASSIGNMENT AGREEMENTPre-Export Finance Facility Agreement • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products • New York
FIRST AMENDMENT (the “First Amendment”), dated as of May 5, 2017 (the “Execution Date”), to (a) the Pre-Export Finance Facility Agreement (as may be amended, supplemented or modified from time to time, the “Agreement”) dated as of December 22, 2016 between Molino Cañuelas S.A.C.I.F.I.A., as the Borrower, and ING Bank N.V. as the Lender; and (b) the Confirmations, Sworn Statements and Assignment Agreement listed in Sections 4, 5 and 6 below. Terms not otherwise defined herein are used as defined in the Agreement.
AGREEMENTShareholder Agreements • September 11th, 2017 • Canuelas Mill S.A.C.I.F.I.A. • Grain mill products
This agreement between some of the shareholders of Molino Cañuelas S.A. (hereinafter referred to as the “Agreement”) is entered into in the city of Buenos Aires on January 18, 2017, by and between:
