FIRST AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT

Exhibit 10.8

FIRST AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENT

This First Amendment (the “Amendment”) to the Agreement (as such term is defined below) dated as of March 4^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/Xx, Xxxxxxx Takuaré, CEP 79.785-000, Xxxxxxxx, MS, Brazil, enrolled with CNPJ under No. 07.903.169/0001-09 (the “Borrower”);

(ii) Adeco Agropecuária Brasil Ltda., a company existing under the laws of Federative Republic of Brazil, with its registered offices at SHIS, Q1 23, Xxxxx X, Xxxx 000, Xxxx Xxx, XXX 71.660-000, Brasilia, DF, Brazil, enrolled with CNPJ under No. 07.035.004/0001-54 (“Adeco Agropecuária”); Adeco Brasil Participaçŏes Ltda., a company existing under the laws of Federative Republic of Brazil, with its registered offices at Rua Iguatemi, l92.13° andar, Cj, 131, CEP 01451-010, São Paulo, SP, Brazil, enrolled with CNPJ under No. 07.835.579/0001-51 (“Adeco Participações”); Adecoagro Comércio, Exportação c Importação Ltda., a company, existing under the laws of Federative Republic of Brazil, with its registered offices at Fazenda Monte Alegre, S/N°, Zona Rural, CEP 37115000. Xxxxx Xxxx, MG, Brazil, enrolled with CNPJ under No. 01.893.89670001-48 (“Adecoagro”): Usǐna Monte Xxxxxx X.X., 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, Adeco Participaçŏes and Adecoagro, 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 parties to the Agreement have agreed to amend certain Financial Covenants pursuant to Section V of the Agreement, effective the date hereof;

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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: (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) 4.0 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.”

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 confirmed in each and even, 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 it 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

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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.

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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/ Orlando C. Editore  Orlando C. Editore
		000.000.000-00						000.000.000-00
ADECO AGROPECUÁRIA BRASIL LTDA.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx						/s/ Orlando C. Editore  Orlando C. Editore
		000.000.000-00						000.000.000-00
ADECO BRASIL PARTICIPAÇÕES LTDA.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx						/s/ Orlando C. Editore  Orlando C. Editore
		000.000.000-00						000.000.000-00
ADECOAGRO COMÉRCIO, EXPORTAÇÁO E IMPORTAÇÁO LTDA.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx						/s/ Orlando C. Editore  Orlando C. Editore
		000.000.000-00						000.000.000-00
XXXXX XXXXX XXXXXX X.X.
as Guarantor
By:		/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx						/s/ Orlando C. Editore  Orlando C. Editore
		000.000.000-00						000.000.000-00

BANCO RABOBANK INTERNATIONAL BRASIL S.A.
as Administrative Agent and Collateral Agent
By:						By:
RABOBANK CURAÇAO N.V.
as Paying Agent, Collection Account Agent and Lead Arranger
By:						By:
Witnesses:
Name:						Name:
I.D.						I.D.

1st Amendment Export Prepayment Xxxxx Xxxxxxxx (US$ 50 million) Page 4 of 6

BANKS

RABOBANK CURAÇAO N.V.
By:						By:

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
Rua Xxxxxx Xxxxxx Xxxxx 3, 11th

1st Amendment Export Prepayment Xxxxx Xxxxxxxx (US$ 50 million) Page 5 of 6

0000-000 Xxxxxx — Portugal
Attention: Directors
Telephone: x000 00 000 0000
Telecopier: x000 00 000 0000

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

Address: Bank of Nova Scotia BLDG. — 3^rd floor, PO Box 1334, Xxxxxx Town, Grand Cayman,
Cayman Islands, BWI
Telephone Number: 00 00 0000 0000
Fax n^o: 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:						By:

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^o: 0 000 000 0000
Attn: Xxxxxxx Xxxxxxxx
Email: 0000.xxxxxxx@xxxxxxxx.xxx.xx

HSBC BANK BRASI S.A. — BANCO MÚLTIPLO, GRAND CAYMAN BRANCH
By:						By:

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

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