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) ▇▇▇▇▇▇▇▇ Agroenergia Ltda., a company existing under the laws of Federative Republic of Brazil, with its registered offices at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇, ▇/▇▇, ▇▇▇▇▇▇▇ Takuaré, CEP 79.785-000, ▇▇▇▇▇▇▇▇, 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, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇, MG, Brazil, enrolled with CNPJ under No. 01.893.89670001-48 (“Adecoagro”): Usǐna Monte ▇▇▇▇▇▇ ▇.▇., 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, ▇▇▇▇▇ ▇▇▇▇, MG, Brazil, enrolled with CNPJ under No. 22.587.687/0001-46 (“▇▇▇▇▇ ▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 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.

▇▇▇▇▇▇▇▇ AGROENERGIA LTDA.
as Borrower
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇				By:		/s/ Orlando C. Editore    Orlando C. Editore
		▇▇▇.▇▇▇.▇▇▇-▇▇						▇▇▇.▇▇▇.▇▇▇-▇▇
ADECO AGROPECUÁRIA BRASIL LTDA.
as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇						/s/ Orlando C. Editore    Orlando C. Editore
		▇▇▇.▇▇▇.▇▇▇-▇▇						▇▇▇.▇▇▇.▇▇▇-▇▇
ADECO BRASIL PARTICIPAÇÕES LTDA.
as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇						/s/ Orlando C. Editore    Orlando C. Editore
		▇▇▇.▇▇▇.▇▇▇-▇▇						▇▇▇.▇▇▇.▇▇▇-▇▇
ADECOAGRO COMÉRCIO, EXPORTAÇÁO E IMPORTAÇÁO LTDA.
as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇						/s/ Orlando C. Editore    Orlando C. Editore
		▇▇▇.▇▇▇.▇▇▇-▇▇						▇▇▇.▇▇▇.▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
as Guarantor
By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇						/s/ Orlando C. Editore    Orlando C. Editore
		▇▇▇.▇▇▇.▇▇▇-▇▇						▇▇▇.▇▇▇.▇▇▇-▇▇

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.

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BANKS

RABOBANK CURAÇAO N.V.
By:						By:

Address:
Zeelandia Office Park, Kaya W.F.G. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Antilles
c/o Banco Rabobank International Brasil S.A.
Telephone Number: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Fax Number: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Attn: Operations

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

Address: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telephone Number: ▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇
Fax n^o: ▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇@▇▇.▇▇▇▇▇▇▇.▇▇▇

BIE — BANK & TRUST LTD.
By:						By:

Address:
Second Floor, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
Grand Cayman,
The Cayman Islands -BWI
Communications to:
Banco Itaú Europa
Rua ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 3, 11th

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▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ — Portugal
Attention: Directors
Telephone: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Telecopier: ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇

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

Address: Bank of Nova Scotia BLDG. — 3^rd floor, PO Box 1334, ▇▇▇▇▇▇ Town, Grand Cayman,
Cayman Islands, BWI
Telephone Number: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Fax n^o: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
SWIFT: UBBR KY KY
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇

BANCO BRADESCO S. A. — GRAND CAYMAN BRANCH
By:						By:

Address: Ansbacher House 3^rd floor — ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ — ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ — ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone Number: ▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Fax n^o: ▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇

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

Address: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone Number: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Fax n^o: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Email: ▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇

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