SECOND AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT

Exhibit 10.38

SECOND AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT

This Second Amendment (the “Amendment”) to the Agreement (as such term is defined below) dated as of December, 14_th, 2010 is entered into by and between the following parties:

(i) Xxxxxxxx Agroenergia Ltda., a company existing under the laws of Federative Republic of Brazil, with its registered offices at Xxxxxxx Xxxxxxxxxxx, Xx 00, X/X^x, Xxxxxxx Takuarê, CEP 79.785-000, Xxxxxxxx, MS, Brazil, enrolled with CNPJ under No. 07.903.169/0001-09 (the “Borrower”);

(ii) Adeco Agropecuária Brasil S.A., a company existing under the laws of Federative Republic of Brazil, with its registered offices at Xxx Xxxx, Xxxxxx 00, Xxxx 00, XXX 47850-000. Xxxx Xxxxxxx Xxxxxxxxx, Bahia, Brazil, enrolled with CNPJ under No. 07.035.004/0001-54 (“Adeco Agropecuãria”): Adeco Brasil Participações S.A., a company existing under the laws of Federative Republic of Brazil, with its registered offices at Xxx Xxxxxxxx, 000, 6° andar, Cj. 61, CEP 01451-010, São Paulo, SP, Brazil, enrolled with CNPJ under No. 07.835.579/0001-51 (“Adeco Participações”); and Xxxxx Xxxxx Alegre Ltda., successor of Adecoagro Comércio Exportação e Importação Ltda. through merger, 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, Xxxxx Xxxx, MG, Brazil, enrolled with CNPJ under No. 22.587.687/0001-46 (“Xxxxx Xxxxx Alegre” and together with Adeco Agropecuária, and Adeco Participações, 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. Xxxxxxx 00, Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxxxx 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 Guarantor Adecoagro Comércio Exportação E Importação Ltda. which is the new name of Alfenas Café Ltda. a company organized under the laws of Federative Republic of Brazil, with its registered offices at the city of Belo Monte, State of Minas Gerais, Fazenda Monte Alegre, CEP 37130-000, enrolled with CNPJ under No. 01.893.896/0001-48 has been merger in July 31st of 2010 by Xxxxx Xxxxx Alegre Ltda., been the last one also a Guarantor.

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

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.

(i) the Borrower shall, based on its 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 1.0 from and after the fiscal year ended December 31, 2008; and

(B) the Debt Service Coverage Ratio shall be equal to or greater than (a) 1.0 from and after the fiscal year ended December 31, 2008, (b) 0,65 for the fiscal year ended December 31, 2010, and (c) 1.0 from and after the fiscal year ended December 31, 2011,

it being understood that the financial covenants for the fiscal year ended December 31, 2010 will be measured in accordance with GAAP, Generally Accepted Accounting Principles adopted in Brazil (“BR_GAAP”) rules in force on December 31, 2009.

(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) 5.5 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,

it being understood that the financial covenants for the fiscal year ended December 31, 2010 will be measured in accordance with GAAP rules in force on December 31, 2009.”

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

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confirmed in each and every 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 its 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 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.

2^nd Amendment Export Prepayment Xxxxx Xxxxxxxx (US$50 million) Page 3 of 6

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.

XXXXXXXX AGROENERGIA LTDA.
as Borrower
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxx Xxxx Urvaneja Xxxxxx Xxxx Urvaneja
		000.000.000-00						119.197.208/98

ADECO AGROPECUARIA BRASIL S.A.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx				/s/ Xxxxxx Xxxx Urvaneja Xxxxxx Xxxx Urvaneja
		000.000.000-00				119.197.208/98
ADECO BRASIL PARTICIPAÇÕES S.A.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx				/s/ Xxxxxx Xxxx Urvaneja Xxxxxx Xxxx Urvaneja
		000.000.000-00				119.197.208/98
XXXXX XXXXX ALEGRE Ltda.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx				/s/ Xxxxxx Xxxx Urvaneja Xxxxxx Xxxx Urvaneja
		000.000.000-00				119.197.208/98

BANCO RABOBANK INTERNATIONAL BRASIL S.A.
as Administrative Agent and Collateral Agent
By:		/s/ Xxxxxx Xxxxxx Miné Bon Xxxxxx Xxxxxx Miné Bon		By:		/s/ Alessandra Xxxxx Xxxx Alessandra Xxxxx Xxxx
		CPF: 054.713.658 - 79				OAB/SP 182.098
		RG 10.999.751- 7
RABOBANK CURAÇAO N.V.
as Paying Agent, Collection Account Agent and Lead Arranger
By:		/s/ Xxxxxx Xxxxxx Miné Bon Xxxxxx Xxxxxx Miné Bon		By:		/s/ Alessandra Xxxxx Xxxx Alessandra Xxxxx Xxxx
		CPF: 054.713.658 - 79				OAB/SP 182.098
		RG 10.999.751- 7
Witnesses:

Name:				Name:
I.D.				I.D.

2^nd Amendment Export Prepayment Xxxxx Xxxxxxxx (US$50 million) Page 4 of 6

BANKS

RABOBANK CURACAO N.V.
By:		/s/ Xxxxxx Xxxxxx Miné Bon Xxxxxx Xxxxxx Miné Bon		By:		/s/ Alessandra Xxxxx Xxxx Alessandra Xxxxx Xxxx
		CPF: 054.713.658 - 79				OAB/SP 182.098
		RG 10.999.751- 7
Address:
Zeelandia Office Park, Kaya W.F.G. Xxxxxxx 00
Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxxxx Antilles
c/o Banco Rabobank International Brasil S.A.
Telephone Number: 00 00 0000 0000
Fax Number: 00 00 0000 0000
Attn: Operations

ROYAL BANK OF SCOTLAND N.V.
By:				By:

Address: Xxxxxx Xxxxxxxxxx 00. 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx
Telephone Number: x00 00 0 000000
Fax: n^o x00 00 0 000000
Email: xxxx.xxxxxxxxx.xxx.xxxx@xx.xxxxxxx.xxx

BIE — BANK & TRUST LTD.
By:				By:

Address:
Second Floor, Xxxxxx Xxxxxx Xxxxxx
X.X. Xxx 000, Xxxxxx Xxxx
Grand Cayman,
The Cayman Islands — BWI
Communications to:
Banco Itaú Europa
Xxx Xxxxxx Xxxxxx Xxxxx 0, 00xx
0000-000 Xxxxxx — Portugal
Attention: Directors
Telephone: x000 00 000 0000
Telecopier: x000 00 000 0000

2^nd Amendment Export Prepayment Xxxxx Xxxxxxxx (US$50 million) Page 5 of 6

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

By: By:

Address: Bank of Nova Scotia BLDG. — 3^rd floor, XX Xxx 0000, Xxxxxx Xxxx, Xxxxx Xxxxxx,
Xxxxxx Xxxxxxx, XX0
Telephone Number: 00 00 0000 0000
Fax n°: 00 00 0000 0000
SWIFT: UBBR KY KY
Attn: Xxxx Xxxxxxx Xxxxxxxx, Xxxxxxxxx Xxxx
Email: xxxx.xxxxxxxx@xxxxxxxx.xxx.xx, Xxxxxxxxx.xxxx@xxxxxxxx.xxx.xx

BANCO BRADESCO S. A. — GRAND CAYMAN BRANCH

By: /s/ Xxxxx xx Xxxxxxxx   B-164 Xxxxx xx Xxxxxxxx By: /s/ Xxxxx Xxxxx   B-221 Xxxxx Xxxxx

Address: Ansbacher House 3^rd floor — 00 Xxxxxxx Xxxxx — XX Xxx 0000 XX — Xxxxx Xxxxxx,
Xxxxxx Xxxxxxx
Telephone Number: 0 000 000 0000
Fax n°: 0 000 000 0000
Attn: Xxxxxxx Xxxxxxxx
Email: 0000.xxxxxxx@xxxxxxxx.xxx.xx

HSBC BANK BRASIL S.A. — BANCO MÚLTIPLO, GRAND CAYMAN BRANCH

By:		/s/ Xxxxxxx Archanjo Xxxxxxx Archanjo		By:		/s/ Marisa C. T. Xxxxxxxx Xxxxxx C. T. Xxxxxxxx
		Matr. 0040807				Matr. 0016661

Address: Xxxxxxxxxx Xxxxx, 0^xx xxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
Telephone Number: 00 00 0000 0000
Fax n°: 00 00 0000 0000
Attn: Xxxxx Xxxxxxx
Email: xxxxx.x.xxxxxxx@xxxx.xxx.xx

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