EX-4.13 2 exhibit413-englishtransla.htm ENGLISH TRANSLATION OF THE TENTH AGREEMENT
Exhibit 4.13
TRADUCCIÓN PÚBLICA
SWORN TRANSLATION
[Some pages carry illegible signatures.]
TENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT
Agreement made in the Autonomous City of Buenos Aires on the 29th day of June of 2018 by and between:
(i) CRESUD S.A.C.I.F. y A., domiciled at Moreno 877, Piso 23 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “CRESUD”) as party of the one part;
(ii) IRSA Propiedades Comerciales S.A., domiciled at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact (hereinafter “IRSAPC”), as party of the second part, and
(iii) IRSA Inversiones y Representaciones Sociedad Anónima, domiciled at Bol’var 108, Piso 1º in the Autonomous City of Buenos Aires and having established domicile for purposes hereof at Moreno 877, Piso 22 in the Autonomous City of Buenos Aires, represented hereat by the undersigned attorneys-in-fact, as party of the third part (hereinafter “IRSA” and collectively with CRESUD and IRSAPC designated as “THE PARTIES”).
WHEREAS:
(i) On June 30, 2004 THE PARTIES executed a Master Agreement for the Exchange of Corporate Services (hereinafter “the Master Agreement”);
(ii) On August 23, 2007 THE PARTIES executed the First Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “First Agreement”), whereby certain amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases, and new Individually Responsible Persons were appointed;
(iii) On August 14, 2008 and November 27, 2009, THE PARTIES executed the Second Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Second Agreement”) and the Third Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Third Agreement”), respectively, whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(iv) On March 12, 2010, THE PARTIES executed an Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Addendum”) whereby THE PARTIES agree to unify in CRESUD the services of the Areas of Exchange of Corporate Services, to the effect of which the employment agreements of most of the employees of such areas were transferred and the procedure to allocate the costs of potential labor expenses arising from retirement of employees was established;
(v) On July 11, 2011, THE PARTIES executed the Fourth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fourth Agreement”), on October 15, 2012, THE PARTIES executed the Fifth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the "Fifth Agreement"), on November 12, 2013, THE PARTIES executed the Sixth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Sixth Agreement”) and on February 18, 2015, THE PARTIES executed the Seventh Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Seventh Agreement” and together with the First Agreement, the Second Agreement, the Third Agreement, the Fourth Agreement, the Fifth Agreement and the Sixth Agreement, the “Agreements”), whereby new amendments were introduced to the Areas of Exchange of Corporate Services and the Cost Distribution Bases;
(vi) Pursuant to the structuring process of a new organizational model of division of areas by business, an agreement was reached to transfer to IRSA and/or IRSAPC the employment agreements of those employees who render services related to the Technical, Infrastructure and Services, Purchases, Architecture and Design and Works Development Area, Real Estate Business Management, Real Estate Business Human Resources, Safety and Real Estate Areas, all of them related to the real estate business. On February 24, 2014 THE PARTIES executed a Second Addendum to the Master Agreement for the Exchange of Corporate Services (hereinafter the “Second Addendum”) whereby the mechanisms to be used for the allocation of the costs of potential labor expenses that such process would involve were established.
(vii) On November 12, 2015, THE PARTIES executed the Eighth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Eighth Agreement”)
(vii) On May 5, 2017, THE PARTIES executed the Ninth Agreement for the Implementation of Amendments to the Corporate Services Master Agreement (hereinafter the “Ninth Agreement”).
(viii) THE PARTIES have been performing the Master Agreement based on an Implementation Manual originally drafted by Deloitte & Co. S.R.L., (hereinafter “Deloitte”), updated in due time;
(ix) In accordance with the recommendations made by Deloitte on its semi-annual reports, new operational changes have been implemented in the Areas of Exchange of Corporate Services and the Cost Distribution Bases starting in July 2017, which THE PARTIES wish to acknowledge in writing;
(x) THE PARTIES have disclosed the content of the TENTH AGREEMENT FOR THE IMPLEMENTATION OF AMENDMENTS TO THE CORPORATE SERVICES MASTER AGREEMENT (hereinafter the “Tenth Agreement”) to their respective Audit Committees; and
(xi) The Boards of Directors of IRSAPC, CRESUD and IRSA approved the Tenth Agreement at their respective meetings held on June 29, 2018;
NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES hereby agree to execute this Tenth Agreement subject to the following terms and conditions:
ONE: THE PARTIES ratify that the Areas (as defined in the Master Agreement) and the calculation method applicable to the Exchange of Operational Services (also as defined in the Master Agreement) have been changed as from the dates listed below, amending therefore Exhibits I and II, as amended by the Agreements, to the Master Agreement as per the following detail:
(i) Starting in July 2017, the Legal Affairs-Corporate area incorporated to it the Insurance Sector. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
(ii) Starting in July 2017, the Finance area was renamed to “Administration and Finance” and incorporated to it the Corporate Accounting and Reporting Sector and the Corporate Taxes Sector. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
(iii) Starting in September 2017, the Compliance area incorporated to it the Internal Audit Sector. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
(iv) Starting in July 2017, the Board of Directors to be distributed sector was renamed to “Bol’var”. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
(v) Starting in January 2018, the Real Estate area was renamed to “Investments” and incorporated to it the Architecture and Design and Works Development Sector. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from those dates, the areas would be as described in the new Exhibit I and Exhibit II.
(vi) Starting in January 2018, the Technical, Infrastructure and Services, Architecture and Design and Works Development area was renamed to “Technical, Infrastructure and Services”. As a consequence, Exhibit I and Exhibit II were modified in a manner such that as from those dates, the areas would be as described in the new Exhibit I and Exhibit II.
(vii) Starting in April 2018, the SOX Regulation area was renamed to “Internal Control”. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
(viii) Starting in May 2018, the Audit Committee sector was renamed to “Corporate Governance”, which comprises the Compliance area. As a consequence, Exhibit I and Exhibit II were modified to reflect these changes.
In consideration of the foregoing, the PARTIES hereby put on record that, subject to the clarifications detailed in the preceding clauses and for purposes of updating Exhibits I and II, they shall be read as hereto attached for the periods and as from the dates indicated.
TWO: THE PARTIES agree that the costs related to the employees acting in the new Areas included pursuant to this Tenth Agreement, shall be governed in accordance with the terms and conditions set forth in the Master Agreement, the Addendum and the Second Addendum.
THREE: THE PARTIES represent that all the sections of the Master Agreement, the Agreements, the Addendum and the Second Addendum that have not been amended pursuant to this Tenth Agreement continue to be fully in force.
In witness whereof, this Agreement is executed in three (3) copies of the same tenor and to a single effect in the place and on the date first written.
CRESUD S.A.C.I.F.y A.
[Illegible signature] [Seal:] Ag. Eng. Alejandro G. Casaretto – Attorney-in-fact / [Illegible signature]
Attorneys-in-fact
IRSA Inversiones y Representaciones Sociedad Anónima
[Illegible signature] [Seal:] Fernando A. Elsztain / [Illegible signature]
Attorneys-in-fact
IRSA Propiedades Comerciales S.A.
[Illegible signature] [Illegible seal] / [Illegible signature] [Seal:] Ezequiel Sawicke – Attorney-in-fact
Attorneys-in-fact
Exhibit I
Description of Corporate Services Exchange Areas
Corporate Human Resources
The Human Resources sector renders to THE PARTIES the service consisting in Human Resources Administration; Human Resources Management, and Organizational Culture Management. Within the main activities of the sector we may mention labor relationships, selection of managerial positions, leadership training and interpersonal skills, remunerations and benefits, internal communications, etc.
Administration and Finance
The Administration and Finance sector renders to THE PARTIES the service consisting in Investor Relations, Capital Markets, Financial Risk and Management of Financial Transactions.
In addition, it renders to THE PARTIES the service consisting in planning and defining the companies’ fiscal policies and the service consisting in consolidating the financial statements of IRSA Inversiones y Representaciones S.A. and in defining the companies’ accounting policies.
Planning
The Planning area is responsible for medium- and long-term planning, for aligning THE PARTIES’ objectives and individual goals, for coordinating THE PARTIES’ investment analysis, controlling corporate management, expenditure budgeting control and the Shared Services Center and for coordinating all the management information flowing through the businesses and submitted to the respective Boards of Directors.
Institutional Relations
The Institutional Relations sector renders to THE PARTIES the service consisting in the development and control of advertising, broadcasting actions, relations with the media, preparation of articles, brochures and related activities.
Compliance
The Compliance sector is responsible for information security and Internal Control, controlling the proper management of the different processes that constitute the administrative and accounting system and participating in their continuous improvement. In addition, it is in charge of verifying compliance with controls defined in the processes as well as with the regulations, principles and procedures that govern the governing bodies of the Parties. As regards the Audit Committee, it provides support and assistance for the compliance with its duties.
Shared Services Center
The Shared Services Center provides THE PARTIES with all the transactional and operational services associated to income and expense management, to the services inherent in managing human resources benefits and payroll processing, in commercial contract management, in errand running services and in general services. And it is equally responsible for managing, maintaining and providing support to systems, technology and processes and the companies’ tax calculation processes.
Safety
The Safety sector renders to THE PARTIES the surveillance service.
Legal Affairs - Corporate
The Legal Affairs - Corporate sector renders to THE PARTIES the service consisting in aid to the preparation, analysis and response to legal briefs, agreements, official letters, etc. In addition, it renders to THE PARTIES the service consisting in managing their assets’ coverage by negotiating, acquiring and monitoring insurance policies, dealing with claims in terms of coverage, collection, etc.
Technical, Infrastructure and Services
The Technical, Infrastructure and Services sector renders to THE PARTIES the services consisting in operation, maintenance and preservation of real estate assets and land reserves of the Companies.
Purchases and Hirings
The Purchases and Hirings sector renders to THE PARTIES the services consisting in procuring the most appropriate goods and/or service for the purpose for which they will be used. Quality, costs and terms of delivery are essential when taking the decision to hire. In addition, this sector deals with the necessary means to obtain appropriate funding of the purchases from suppliers.
Proceedings and Permits
The Proceedings and Permits sector renders to IRSA and IRSA PC the service consisting in management of national and municipal permits and licenses before the controlling entities.
Corporate Environment
The Corporate Environment Sector assesses the environmental impact of projects and activities in order to define preventive and corrective actions. This sector seeks to minimize potential impacts, following the working methodology set forth in an Environmental Management System. This area also manages the environmental records that are required by operation of law.
Investments
The Investments sector renders to IRSA and IRSA PC the services consisting in sales and acquisitions of real estate. In addition, it renders to such companies, services consisting in real estate business’ office commercial management and Architecture and Design, and Works Development.
Governmental Affairs
The Governmental Affairs sector takes part in the businesses of IRSA and IRSA PC arising from governmental grants (exploitation concessions and private initiatives).
Hotels
The Hotels sector renders to IRSA the services consisting in the integration of the different areas of hotels along with their business relations. It carries out activities to optimize and control hotels’ management and organization.
Bolívar
Bol’var includes the employees performing activities of support and assistance to the Parties’ Board of Directors.
Real Estate Business Board of Directors to be Distributed
The Real Estate Business Board of Directors to be Distributed sector includes the employees performing activities of support and assistance to the Board of Directors of IRSA and IRSAPC.
Attorneys-in-Fact
The Attorneys-in-Fact sector groups the employees who perform activities consisting in representing THE PARTIES before different governmental agencies.
General Management Department to be Distributed
The General Management Department to be Distributed sector includes employees performing activities of support and assistance to the Parties’ General Management Departments.
Board of Directors’ Safety
The Board of Directors’ Safety sector renders to the Parties the service consisting in comprehensive safety for the main officers acting in their Board of Directors.
Real Estate Business Management
The Real Estate Business Management sector renders the following services to IRSA and IRSAPC: budget and management control, accounting and reporting, analysis of new businesses, IT support to shopping centers, marketing and leadership agreements for the business legal aspects.
Real Estate Business HHRR
The Real Estate Business HHRR sector renders to IRSA and IRSAPC the service consisting in Human Resource Administration; Human Resource Management; Workplace Safety, Hygiene and Environment; Organizational Culture Management and Project Management. The main sector activities include, among others: personnel management, recruitment and training, compensation and benefits, internal communication, etc.
Fraud Prevention
The Fraud Prevention sector renders to THE PARTIES corporate Fraud Prevention services.
Exhibit II
Cost Distribution Bases

Corporate Departments | Department | Division / Subdivision | Distribution Method
Corporate Human Resources | Human Resources Management |  | By headcount (non-corporate personnel) and weighting the percentages of other areas (corporate personnel).
| Culture Management |
| Administration and Labor Relations |
Administration and Finance | Finance Department |  | The percentages of all the sectors making up the area are weighted.
Capital Markets |  | Capital Markets: Amount of financial transactions conducted in the period weighted at 70% and the remaining 30% corresponds to updates of offering memoranda and “horizontal” works (20F, annual reports, Press Release, etc.)
Relations with Investors |  | Investors Relations: Number of business highlights during the semester, number of earnings releases, number of meetings with investors (current or potential) to discuss the companies’ business and strategy, number of active coverages, number of earnings release conferences, the complexity of the website of each company, number of material events published in the Argentine Securities Commission and the US Securities and Exchange Commission, and number of Roadshows (Deal or Non-Deal). All items involved are weighted in equal parts.
Financial Risk |  | Financial Risk: Time invested in the duties performed.
Financial Administration |  | Financial Administration: Total assets weighted at 40% and total liabilities weighted at 60%. The resulting percentage shall be weighted at 80% over the total. The remaining 20% will correspond to the percentage that each company consummates over the total inquiries for special transactions.

Corporate Departments | Department | Division / Subdivision | Distribution Method
| Corporate Tax |  | Salaries are weighted by position and by tasks performed (by company and in equal parts)
| Corporate Accounting and Reporting |  | Tasks performed and time invested in each.
Planning | Planning Department |  | Each one of the sectors making up the area is weighted.
Corporate Budget and Management Control |  | Overhead expenses for the previous half year are pro-rated.
Strategic Analysis |  | Tasks performed and the time spent in each.
Institutional Relations |  |  | Tasks performed and the time spent in each.
Compliance | Compliance Department |  | Each one of the sectors making up the Area is weighted.
Internal Audit |  | Time estimated/projected in the annual plan.
Information security |  | Time spent in each task is weighted
Internal Control |  | Distribution of key control % per front / company
Corporate Governance |  | Weighting of tasks performed.
Shared Services Center (CSC) | CSC Department |  | The percentage corresponding to each sector falling within the scope of the CSC area is weighted on the basis of the impact exerted by the relevant sector’s projected salaries on the total salaries of the CSC.
Revenues Administration |  | Number of Revenue Transactions performed for each Company + Direct Allocation of Resources
Expenses Administration |  | Number of Expense Transactions performed for each Company + Direct Allocation of Resources
Customer Administration |  | Direct Allocation of Resources
Collections Administration |  | Direct Allocation of Resources
Treasury Administration |  | Number of Treasury Transactions performed by each Company.
Own Account Administration |  | Number of Transactions performed by each Company.
Technology |  | Weighting of time spent in each task (related to the services).
IT Services |  | Number of CASTI incidents processed for each Company.
Master Data |  | Number of Transactions processed by each Company.
Systems and Applications |  | Hours devoted to each task.
Project Systems |  | Hours devoted to each task.
Commercial Transactions |  | Hours devoted to each task.
Data Management |  | Hours devoted to each task.
Process Quality |  | Weighting of time spent in each task.
CSC Human Resources |  | 50% weighting of % of CSC sectors; 50% weighting of Corporate sectors.
Errand Running Service |  | Number of errands run.
Back office |  | Hours spent in each task.
General Services |  | Hours spent in each task.
Administrative operations |  | The percentage of each sector served is weighted.
Services Control |  | Number of documents controlled by company
CSC Taxes |  | Salaries are weighted by position and by tasks performed (by company and in equal parts)
Real Estate Business Management | Real Estate Business Department |  | Each of the Departments comprising the Area is weighted. It does not render services to Cresud.
Real Estate Business Analysis |  | Hours devoted to reviewed projects as applicable to IRSA PC or IRSA.
Real Estate Legal Affairs |  | Weighting of hours and salaries.
Real Estate Budget and Management Control |  | Actual revenues per company.
Real Estate Business Accounting and Reporting |  | Number of Real Estate Business accounting vouchers.
| Real Estate Business IT Services |  | 100% IRSA PC
Real Estate Business Board of Directors to be Distributed |  |  | Proportional between IRSA and IRSAPC. Excludes Cresud.
Real Estate Business HHRR |  |  | By payroll
Safety |  |  | Per hour
Legal Affairs - Corporate |  |  | Weighted between number of minutes analyzed and premium amount of the annual insurance program.

Corporate Departments | Department | Division / Subdivision | Distribution Method
Corporate Environment and Quality |  |  | Tasks performed and time devoted to them.
Technical, Infrastructure and Services | Technical, Infrastructure and Services (IRSAPC – IRSA: Weighted average from the Departments reporting to it less the percentage allocated to CRESUD. CRESUD: a percentage is calculated based on the hours spent in the tasks performed/planned) | Technical, Infrastructure and Services Department | An average is calculated of the departments reporting to it
Planning and Control | By allocation of resources
Logistics | Weighted between directly assigned personnel and centralized personnel distributed per square meter of the real property (IRSA and IRSAPC) and time spent in tasks (CRESUD).
Distributed Operations | Square meters of real property held, operated and to which maintenance services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD).
Third parties' services | Distribution of resource allocation.
Traveling Personnel | Maintenance hours (IRSA and IRSAPC) and time spent in tasks (CRESUD).
Engineering and Maintenance | Square meters of real property held, to which maintenance, engineering and other services are provided (IRSA and IRSAPC) and time spent in tasks (CRESUD).
Buildings Personnel To be distributed |  | By number of buildings in each company.
Purchases and Hirings |  |  | Purchase orders through a weighting of their volume and amount.
Proceedings and Permits |  |  | Tasks performed and time spent in each
Investments | Real Estate |  | By total book value of the properties in each company.
Rentals – Offices |  | By total book value of the properties in each company
Architecture and Design and Works Development | Architecture and design | IRSA/IRSAPC: Personnel distributed per surface area and number of stores.
Works development | Tasks performed and time spent in each.
Governmental Affairs |  |  | Weighting of allocated projects.
Hotels |  |  | 100% IRSA.
Fraud Prevention |  |  | Proportional among the three companies.
Bolívar |  |  | Proportional among the three companies.
Attorneys-in-fact |  |  | Proportional among the three companies.
Audit Committee |  |  | Weighting of tasks performed.
Board of Directors’ Safety |  |  | Proportional among the three companies.

THIS DOCUMENT IS A TRUE AND ACCURATE TRANSLATION into English of the document in Spanish I have had before me in Buenos Aires, on this 17th day of September, 2018.
[For authentication purposes only:]
ES TRADUCCIÓN FIEL al inglés del documento adjunto redactado en español que he tenido ante m’ y al cual me remito en Buenos Aires, a los 17 d’as de septiembre de 2018.