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...

AMENDMENT, dated June 17^th, 2010 to the commercial contract no. 26.776 dated March 23^rd, 2010:

 

BUNGE INTERNATIONAL COMMERCE LTD (formerly Ceval International Ltd), private legal entity, with the headquarter at ▇▇ ▇▇▇ ▇▇▇▇ — Georgetown, Grand Cayman — Cayman Islands, by its legal representative (“Buyer”); and

 

ANGÉLICA AGROENERGIA LTDA, private legal entity, with the headquarter at ▇▇▇. ▇▇ ▇▇▇ — KM 14 — Est. Angélica, Angélica — Mato Grosso do Sul — Brazil, by its legal representative (“Seller”).

 

Whereas:

 

(i) on March 23^rd, 2010 the commercial contract number 26.776, (the “Contract”), which has as object the purchase of 140,000 metric tons of VHP sugar, as best described and characterized in that instrument;

 

(ii) considering that the parties have mutually agreed to increase 40,000 metric tons for 2010/2011 crop year;

 

(iii) considering that the parties have mutually agreed to increase 50,000 metric tons for 2011/2012 crop year;

 

(iv) the parties wish to change the following clauses: quantity, shipment period, price and delivery periods/delivery rates.

 

The parties wish to enter into the present instrument which will be

governed by the following clauses and conditions and which will be binding on the parties, their heirs and successors:

 

1. AMENDMENT

 

1.1. The parties wish to amend the following contract clause(s), which will read as follows:

 

7. QUANTITY:

230,000 metric tons minimum/maximum, being:

 

• 110,000 metric tons in 2010/2011;

 

• 120,000 metric tons in 2011/2012.

 

8. SHIPMENT PERIODS:

8.1 The shipment period will be the following:

 

Crop year 2010/2011:

a) 11,666MT from 1^st until 31^st August

b) 11,666MT from 1^st until 30^th September

c) 11,666MT from 1^st until 31^st October

d) 11,666MT from 1^st until 30^th November

e) 11,666MT from 1^st until 31^st December

f) 11,670MT from 1^st until 31^st January

g) 8,000MT from 1^st until 30^th September

h) 8,000MT from 1^st until 31^st October

i) 8,000MT from 1^st until 30^th November

j) 8,000MT from 1^st until 31^st December

k) 8,000MT from 1^st until 31^st January

 

Crop year 2011/2012:

a) 11,666MT from 1^st until 31^st August

b) 11,666MT from 1^st until 30^th September

c) 11,666MT from 1^st until 31^st October

d) 11,666MT from 1^st until 30^th November

e) 11,666MT from 1^st until 31^st December

f) 11,670MT from 1^st until 31^st January

g) 10,000MT from 1^st until 30^th September

h) 12,500MT from 1^st until 31^st October

i) 12,500MT from 1^st until 30^th November

j) 10,000MT from 1^st until 31^st December

k) 5,000MT from 1^st until 31^st January

2.2. The Parties ratify all other clauses and conditions stipulated in the Contract and respective amendments, not expressly amended by this instrument, which shall remain in full force and legally binding on the parties for all purposes of law.

9. PRICE:

9.1 The price shall be fixed by AA’s or by SELLER’s Executable Orders (SEO’s) against the following months of the ICE Futures US nr. 11 futures contract prices, less 25 (twenty five) points discount, to give Free Carrier (“FCA”) in the Terminal in Paranaguá, basis 96 degrees polarization:

 

Crop year 2010/2011:

- July for the quantity of 31,332MT (617 lots);

 

- October for the quantity of 78,668MT (1548 lots).

 

Crop year 2011/2012:

- July for the quantity of 33,332MT (656 lots);

 

- October for the quantity of 86,668MT (1706 lots).

 

14.3 Delivery Periods/Delivery Rates:

14.3.1 The delivery periods and delivery rates will be the following:

 

Crop year 2010/2011:

a) 11,666MT from 1^st until 31^st July, at a daily rate of 400MT;

 

b) 11,666MT from 1^st until 31^st August, at a daily rate of 400MT;

 

c) 11,666MT from 1^st until 30^th September, at a daily rate of 400MT;

 

d) 11,666MT from 1^st until 31^st October, at a daily rate of 400MT;

 

e) 11,666MT from 1^st until 30^th November, at a daily rate of 400MT;

 

f) 11,670MT from 1^st until 31^st December, at a daily rate of 400MT;

 

g) 8,000MT from 1^st until 31^st August, at a daily rate of 258MT;

 

h) 8,000MT from 1^st until 30^th September, at a daily rate of 258MT;

i) 8,000MT from 1^st until 31^st October, at a daily rate of 258MT;

 

j) 8,000MT from 1^st until 30^th November, at a daily rate of 258MT;

 

k) 8,000MT from 1^st until 31^st December, at a daily rate of 258MT.

 

Crop year 2011/2012:

a) 11,666MT from 1^st until 31^st July, at a daily rate of 400MT;

 

b) 11,666MT from 1^st until 31^st August, at a daily rate of 400MT;

 

c) 11,666MT from 1^st until 30^th September, at a daily rate of 400MT;

 

d) 11,666MT from 1^st until 31^st October, at a daily rate of 400MT;

 

e) 11,666MT from 1^st until 30^th November, at a daily rate of 400MT;

 

f) 11,670MT from 1^st until 31^st December, at a daily rate of 400MT;

 

g) 10,000 MT from 1^st until 31^st August, at a daily rate of 322MT;

 

h) 12,500MT from 1^st until 30^th September, at a daily rate of 416MT;

 

i) 12,500MT from 1^st until 31^st October, at a daily rate of 416MT;

 

j) 10,000MT from 1^st until 30^th November, at a daily rate of 322MT;

 

k) 5,000MT from 1^st until 31^st December, at a daily rate of 161MT.

 

2. FINAL PROVISIONS

2.1. To achieve the objectives set forth in this instrument, the parties agree to sign any and all documents and perform all necessary acts in order to give full validity and effectiveness to this amendment.