ContractPreliminary Purchase and Sell Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • Río Negro
(English Translation) Notarial paper No. 345705 Seal of República Oriental del Uruguay Certified Notary Public Uberfil Zeballos Quintero 06303/1
UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • Delaware
THIS UNIT ISSUANCE AGREEMENT (this “Agreement”), dated as of the 16th day of February, 2006, is entered into by and among INTERNATIONAL FARMLAND HOLDINGS LLC (“IFH”), a Delaware limited liability company, XANGO CORPORATION (“Xango”), a British Virgin Islands corporation, ETIEL SOCIÉTÉ ANONYME (“Etiel”), a British Virgin Islands corporation, COBRA CA HOLDINGS LTD. (“Cobra”), a British Virgin Islands corporation, and LIUEDE HOLDINGS LTD. (“Liuede” and, together with Xango, Etiel and Cobra, the “UMA Members”), a British Virgin Islands corporation,
SECOND AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENTExport Prepayment Finance Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
This Second Amendment (the “Amendment”) to the Agreement (as such term is defined below) dated as of December, 14th, 2010 is entered into by and between the following parties:
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
INTERNATIONAL FARMLAND HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business in the city of New York, New York, U.S.A., at 888 Seventh Avenue (“IFH LLC”) and ADECO BRASIL PARTICIPAÇÕES LTDA., a limited liability company organized under the laws of Brazil, with its principal place of business in the city of São Paulo, state of São Paulo, at Rua São Joaquim 249, Loja 13, enrolled with the general taxpayers’ roll CNPJ/MF under no. 07.835.579/0001-51 (“ADECO”) (IFH LLC and ADECO hereinafter jointly referred to as “IFH”); and
ATTACHMENT II ONLENDING AGREEMENT COPY SummaryOnlending Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
ANGÉLICA AGROENERGIA LTDA, a limited liability company headquartered in the city of Angélica, in the State of Mato Grosso do Sul, at Estrada Angélica — BR 267, KM 14, no numbered, Fazenda Kurupay, Zona Rural, CEP [Zip Code] 79785-000 and enrolled in the Corporate Taxpayer ´s Registry CNPJ/MF under number 07.903.169/0001-09, dully represented in this act under the terms of its Articles of Association, hereinafter referred as “Beneficiary”.
ENGLISH TRANSLATION) 2nd Addendum to DSUA No. DICGN / 190 — DSUA / 05.2008 2ND ADDENDUM TO THE DISTRIBUTION SYSTEM USE AGREEMENT BETWEEN EMPRESA ENERGÉTICA DE MATO GROSSO DO SUL S.A. — ENERSUL AND ANGÉLICA AGROENERGÉTICA LTDA.Distribution Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
EMPRESA ENERGÉTICA DE MATO GROSSO DO SUL S.A. — ENERSUL, a public utility concessionaire of electrical power, with main place of business in the city of Campo Grande, State of Mato Grosso do Sul, at Avenida Gury Marques, No. 8000, District Santa Felicidade, enrolled with the National Register of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under No. 15.413.826/0001-50, herein represented in accordance with its Bylaws, hereinafter referred to as “DISTRIBUTOR”, and, on the other hand
RESERVE POWER AGREEMENT – CER, UNDER THE ENERGY AVAILABILITY TYPE, BY AND BETWEEN UTE ANGÉLICA AND THE ELECTRIC POWER SALES CHAMBER – CCEE.Reserve Power Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
On one side, Angélica Agroenergia Ltda – UTE ANGÉLICA, company authorized to generate electric power, with headquarters at Estrada Angélica, BR 267 Km. 14 s/nº., Fazenda Kurupay, Rural Zone, in the City of Angélica, State of Mato Grosso do Sul, enrolled with the National Registry of Legal Entities of the Ministry of Finance [CNPJ/MF] under number 07.903.169/0001-09, hereinafter called SELLER, and, on the other side, the Electric Power Sales Chamber – CCEE, with headquarters at Alameda Santos 745, 9° andar, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under number 03.034.433/0001-56, simply called CCEE, and jointly called the PARTIES, and individually the PARTY, represented herein by their undersigned legal representatives, under the terms of their corporate and statutory documents.
Adeco Agropecuaria S.A. Catamarca 3454 B1640FWB | Martínez1 Buenos Aires, Argentina Pilaga S.R.L. Catamarca 3454 B1640FWB | Martínezl Buenos Aires, Argentina Re: Loan No. 2028A/OC-AR — Amendment Offer No. 2/2009 Ladies and Gentlemen:Loan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
ENGLISH TRANSLATION) NOTARIAL RECORDS BOOK 3,191. THREE THOUSAND ONE HUNDRED NINETY ONE A 068721941 Buenos Aires. July, 7th, 2009. I issued 1 copy for Pilagá S.R.L in 6 (six) Notarial seals. For the record. SALE AGREEMENT. GALICIA WARRANTS S.A. TO...Sale Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
In the City of Buenos Aires, Capital City of the Argentine Republic, on this eighth day of July, 2009, before me, Certified Notary Public at Reconquista 228, Floor 1, appear Mr. Guillermo Juan PANDO, married, Argentine, of age, Identity Document Number (LE) 7.374.031 and domiciled at this City and Mr. Mariano BOSCH, married, Argentine, of age, Identity Document Number (DNI) 21.155.420 and domiciled at this City, both being personally known unto me, I attest. They are acting in the following legal capacities: Mr. Pando is acting in his capacity as President of the Board of Directors representing GALICIA WARRANTS S.A., CUIT (Company’s identification number for tax purposes) No. 30-66184009-5, domiciled at Teniente General Juan D. Perón 456, piso 3, oficina 316, Ciudad de Buenos Aires, and Mr. Bosch is acting in his capacity as President of the Management of PILAGÁ S.R.L (previously “Pilagá Sociedad Anónima Ganadera”), CUIT No. 30-50689859-1, domiciled at Leandro N. Alem 928, piso 7, ofic
Adeco Agropecuaria S.A. Catamarca 3454 B1640FWB | Martínez Buenos Aires, Argentina Pilaga S.R.L. Catamarca 3454 B1640FWB | Martínez Buenos Aires, Argentina Re: Loan No. 2028A/OC-AR — Amendment Offer No. 5/2010 Ladies and Gentlemen:Loan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
ENGLISH TRANSLATION)Contract of Use of the Distribution System • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
The PARTIES have agreed to enter into the present CONTRACT FOR USE OF THE DISTRIBUTION SYSTEM, hereinafter referred to as “CUSD”, in accordance with the following clauses and conditions:-
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
This Registration Rights Agreement, dated as of [______](this “Agreement”), is entered into among Adecoagro S.A., a société anonyme existing under the laws of Luxembourg and registered under number RCS Luxembourg B103123 (the “Company”), those persons and entities listed on the signature pages hereto as Shareholders (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
ENGLISH TRANSLATION) Buenos Aires, 23rd August, 2010 Messers. María Luisa Bárbara Miguens Carlos José Miguens Cristina Teresa Miguens Diego Fernando Miguens Dear Sirs, As a result of the negotiations between the parties, we are pleased to send you...Offer to Purchase Shares • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
This Offer will be deemed accepted by the Sellers if, within 5 days from the date hereof, the Sellers sign and deliver to the Company the notifications set forth in Section 215 of the Ley de Sociedades [Business Organizations Law] referred to in Article 2.02 (a) (1) of this Offer.
FIRST AMENDMENT TO THE EXPORT PREPAYMENT FINANCE AGREEMENTExport Prepayment Finance Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
This First Amendment (the “Amendment”) to the Agreement (as such term is defined below) dated as of March 4th, 2010 is entered into by and between the following parties:
SENIOR SECURED LOAN FACILITY dated as of July 28, 2010 between ANGÉLICA AGROENERGIA LTDA., as the Borrower, and DEUTSCHE BANK AG, LONDON BRANCH, as Initial Lender SENIOR SECURED LOAN FACILITYSenior Secured Loan Facility • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
SENIOR SECURED LOAN FACILITY, dated as of July 28, 2010 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), between ANGÉLICA AGROENERGIA LTDA., a limited liability company organized under the laws of Brazil (together with its successors, the “Borrower”), and DEUTSCHE BANK AG, LONDON BRANCH (together with its successors and permitted assigns and any other bank, financial institution or other Person that becomes a Lender after the date hereof pursuant to Section 9.8, the “Lenders”).
ENGLISH TRANSLATION) 1st ADDENDUM TO AGREEMENT NO. DICGN/190 — CUSD/05.2008 1st ADDENDUM TO THE AGREEMENT FOR THE USE OF THE DISTRIBUTION SYSTEM ENTERED INTO BY AND BETWEEN EMPRESA ENERGÉTICA DE MATO GROSSO DO SUL S.A. — ENERSUL AND ANGÉLICA...Agreement for the Use of the Distribution System • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
EMPRESA ENERGÉTICA DE MATO GROSSO DO SUL S.A. — ENERSUL, a private concessionaire of electricity distribution, with headquarters in the city of Campo Grande, State of Mato Grosso do Sul, at Avenida Gury Marques, 8000, enrolled in CNPJ/MF under No. 15.413.826-0001-50, herein represented by its undersigned legal representatives pursuant to its By-laws, hereinafter referred to as “DISTRIBUTOR”,
ENGLISH TRANSLATION) AGREEMENT FOR POWER PURCHASE WITH INCENTIVES CEMIG GT/MONTE ALEGREPower Purchase Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
AGREEMENT FOR POWER PURCHASE WITH INCENTIVES EXECUTED BETWEEN USINA MONTE ALEGRE LTDA. AND CEMIGA GERAÇÃO DE TRANSMISSÃO S.A.
Dated as of December 19, 2008 among ADECO AGROPECUARIA S.A. PILAGA S.R.L. and INTER-AMERICAN DEVELOPMENT BANK Loan AgreementLoan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
IDB has agreed to lend, and the Borrowers have agreed to borrow, subject to the terms and conditions set forth herein, a loan in an aggregate principal amount of up to eighty million Dollars ($80,000,000) to refinance the Outstanding Debt (as defined below) and finance Required Capital Expenditures (as defined below) and incidental costs and expenses incurred in connection therewith.
AMENDMENT, dated June 17th, 2010 to the commercial contract no. 26.776 dated March 23rd, 2010: ADITAMENTO datado de 17 de Junho de 2010 ao contrato comercial no. 26.776 de 23 de Março de 2010. BUNGE INTERNATIONAL COMMERCE LTD (formerly Ceval...Commercial Contract • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
Adeco Agropecuaria S.A. Catamarca 3454 B1640FWB | Martínez1 Buenos Aires, Argentina Pilaga S.R.L. Catamarca 3454 B1640FWB | Martínezl Buenos Aires, Argentina Re: Loan No. 2028A/OC-AR — Offer No. 4/2010 Ladies and Gentlemen:Loan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
3rd AMENDMENT TO THE PRIVATE INSTRUMENT OF CREDIT FACILITY AGREEMENT FOR FINANCING BY TRANSFER CONTRACTED WITH BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDESCredit Facility Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
WAIVER REQUEST NO. 3Loan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
Inter-American Development Bank 1300 New York Avenue, N.W. Washington, D.C. 20577 United States of America Attention: Structured and Corporate Finance Department, Portfolio Management Unit
Adeco Agropecuaria S.A. Catamarca 3454 B1640FWB | Martínez Buenos Aires, Argentina Attention: Federico Zin Pilaga S.R.L. Catamarca 3454 B1640FWB | Martínez Buenos Aires, Argentina Attention: Federico Zin Re: Loan No. 2028A/OC- AR - Offer 01/2009...Loan Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
COMMERCIAL CONTRACT No. 26.776 DATED 23RD MARCH, 2010 COVERING SUGAR FOR EXPORT, UNDER THE FOLLOWING TERMS AND CONDITIONS:Commercial Contract • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • London
SECURITIES SUBSCRIPTION AGREEMENT DATED AS OF JANUARY 6, 2011 BY AND AMONG ADECOAGRO S.A. AND AL GHARRAFA INVESTMENT COMPANYSecurities Subscription Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties • New York
This Securities Subscription Agreement (this “Agreement”) is entered into as of January 6, 2011, between Adecoagro S.A., a société anonyme incorporated under the laws of Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-1931 Luxembourg and registered under number Luxembourg B 153 681 (the “Company”) and Al Gharrafa Investment Company, a Cayman corporation with its registered offices at Walker House, 87 Main Street, George Town, Grand Cayman KY1-9005, Cayman Islands and registered under number 208962. (the “Investor”).
SHARE PURCHASE AND SALE AGREEMENTShare Purchase and Sale Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
WHEREAS Sellers, together with Cobra CA Holdings Ltd, Liuede Holdings Ltd., Etiel Societé Anonyme, Xango Corporation, Fabio Leonel de Rezende and Francisco Cândido de Almeida Leite hold one million, six hundred and eighty thousand (1,680,000) common non par registered shares of the Company, which represent 100% of the Company’s capital;
