Common use of Repurchase of Notes upon a Change of Control Clause in Contracts

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Brazilian Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor Guarantors will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase shall be required if (a) third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.12 with respect to an Offer to Purchase made by the Issuer or group that acquires control in the Guarantors and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any the Guarantor will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Company shall not be required to make such an Offer to Purchase shall be required if (a) a third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.11 with respect to an Offer to Purchase made by the Company or group that acquires control in the Guarantor and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee)offer, which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S. $200,000 and integral multiples of U.S. $1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Company and the Guarantor will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer ―Offer to Purchase” Purchase‖ must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”―Expiration Date‖) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”―Purchase Date‖) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2ii) notice of redemption for all outstanding Notes has been given pursuant to Section 3.04 of this Indenture as described above under Section 3.05 Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation to monitor the ratings of the Issuer. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to 1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following a any Change of Control, the Issuer or the Company or any Guarantor will make an Offer mail a notice to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided thateach Holder, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), with the following information: (i) a Change of Control Offer is being made pursuant to this Section 4.15 and all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (ii) the purchase price and the purchase date, which will specify be no earlier than 30 days nor later than 60 days from the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date such notice is published, or where relevant, mailed, except as may be otherwise required by applicable law (the “Expiration "Change of Control Payment Date”"); (iii) any Note not less than thirty calendar days or more than sixty calendar days after properly tendered will remain outstanding and continue to accrue interest and Liquidated Damages, if any; (iv) unless the date Issuer defaults in the payment of the offer and a settlement date Change of Control Payment, all Notes accepted for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes payment pursuant to the offer. The Issuer or Change of Control Offer will cease to accrue interest, as the Company launching case may be, and to accrue Liquidated Damages, if any, on the Change of Control Payment Date; (v) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to Purchase will comply surrender the Notes, with Rule 14e-1 under the Exchange Act (form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the extent applicable) Paying Agent and all other applicable laws at the address specified in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration Date. On third Business Day preceding the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if Payment Date; (1vi) a third party makes the Offer Holders will be entitled to Purchase in the manner, at the times withdraw their tendered Notes and otherwise in compliance with the requirements set forth in this Indenture applicable their election to an Offer to Purchase made by require the Issuer or to purchase such Notes; provided, however, that the Company and purchases all Notes properly tendered and Paying Agent receives, not withdrawn under later than the Offer to Purchase or (2) notice close of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment business on the last day of the applicable redemption price. In offer period, a facsimile transmission or letter setting forth the event that the Holders of not less than 90% name of the aggregate Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the principal amount of the outstanding Notes accept an Offer to Purchase and the Issuersurrendered, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price which unpurchased portion must be equal to that (EURO)1,000 in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, principal amount or an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryintegral multiple thereof.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1i) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2ii) notice of redemption for all outstanding Notes has been given pursuant to Section 3.04 of this Indenture as described above under Section 3.05 Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation to monitor the ratings of the Issuer. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture covenant. Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax Redemption”) at any time (a “Withholding Tax Redemption Date”), as described above under Section 3.05 unless and until there is a default whole but not in payment part, at the election of the applicable Company, at a redemption price. In the event that the Holders of not less than 90price equal to 100% of the aggregate unpaid principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, thereof plus accrued and unpaid interest and additional amountsinterest, if any, to and including the Withholding Tax Redemption Date (the “Withholding Tax Redemption Price”) if, as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Notes. The election of the Company to redeem the Notes that remain outstandingshall be evidenced by a certificate (a “Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate shall be delivered to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is madeTrustee. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil shall, not less than 35 days nor more than 45 days prior to making any Offer the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax Redemption Date and of all other information necessary to Purchase, if necessarythe giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer ―Offer to Purchase” Purchase‖ must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”―Expiration Date‖) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”―Purchase Date‖) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.05 the caption ―Redemption and Repurchase,‖ unless and until there is a default in payment of the applicable redemption price. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor Guarantors will make an Offer to Purchase all outstanding Outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchaserepurchase; provided that, no that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase shall be required if (a) third party makes such an Offer to Purchase in the extent manner, at the Person times and otherwise in compliance with, the requirements set forth in this Section 4.11 with respect to an Offer to Purchase made by the Issuer or group that acquires control in the Guarantors and (b) such Change of Control transaction is a Qualified Investorthird party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy of which shall be delivered to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Company launching requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl Event, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to up to, but excluding not including the date of purchase; provided that, no that the Company shall not be required to make such an Offer to Purchase shall be required if (a) a third party makes such an Offer to Purchase in the extent manner, at the Person or group that acquires control times and otherwise in compliance with, the requirements set forth in this Section 4.10 with respect to an Offer to Purchase made by the Company and (b) such Change of Control transaction is a Qualified Investorthird party purchases all notes validly tendered and not withdrawn under its Offer to Purchase. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee)offer, which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for the purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information concerning required by the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to PurchaseSecurities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender Notes notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple denomination of U.S.$1.00 U.S. $200,000 and integral multiples of U.S. $1,000 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000in excess thereof. Holders shall be are entitled to withdraw Notes tendered up to the close of business on the Expiration Dateexpiration date. On the Purchase Date purchase date the purchase price will become due and payable on each Note note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes notes purchased will cease to accrue on and after the Purchase Datepurchase date. Notwithstanding the foregoing, neither the Issuer nor the The Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance comply with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn Rule 14e-1 under the Offer to Purchase or Exchange Act (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent applicable and not included in the Offer to Purchase payment, accrued conflict with applicable Chilean regulations) and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made all other applicable laws in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryand the above procedures will be deemed modified as necessary to permit such compliance.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar days following (a) Upon the occurrence of a Change of Control, each Holder will have the Issuer or right to require that the Company purchase all or any Guarantor will make an Offer a portion of such Holder's Notes pursuant to Purchase all outstanding Notes the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount of Notes repurchased thereof plus accrued and unpaid interest on such Notes thereon to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to . Within 30 days following the extent date upon which the Person or group that acquires control in such Change of Control transaction is occurred, the Company must send, by first class mail, a Qualified Investor. An “Offer notice to Purchase” must be made by written offer (each Holder, with a copy to the Trustee), which will specify notice shall govern the principal amount terms of Notes subject the Change of Control Offer. Such notice shall state, among other things, the purchase date, which, unless otherwise required by law, must be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). The notice to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the offerChange of Control Offer. The Issuer or Such notice shall state: that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); that any Note not tendered will continue to accrue interest if interest is then accruing; that, unless the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (defaults in making payment therefor, any Note accepted for payment pursuant to the extent applicable) and all other applicable laws in making any Change of Control Offer shall cease to Purchase, and accrue interest after the above procedures Change of Control Payment Date; that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be deemed modified as necessary required to permit such compliance. A surrender the Note, with the form entitled "Option of Holder may tender all or any portion to Elect Purchase" on the reverse of its Notes pursuant to an Offer to Purchasethe Note completed, subject to the requirement that any portion of a Note tendered must be Paying Agent at the address specified in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up notice prior to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ business day prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described abovePayment Date; that Holders will be entitled to withdraw their election if the Paying Agent receives, to redeem all not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that remain outstanding following such purchase at Holder is withdrawing his election to have such Note purchased; and the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued circumstances and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of relevant facts regarding such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Rating Decline, the Issuer or the Company or any Guarantor will shall make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such . An Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee)in English, which will shall specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Dateexpiration date”) on any Business Day not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Datepurchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Cosan and its Subsidiaries that would reasonably be expected to which Cosan in good faith believes shall enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will Offer to Purchase shall also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000amount. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Dateexpiration date. On the Purchase Date purchase date the purchase price will shall become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will shall cease to accrue on and after the Purchase Datepurchase date. Notwithstanding the foregoing, neither the Issuer nor the The Company will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance shall comply with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuer or the Company and purchases all Notes properly tendered and not withdrawn Rule 14e-1 under the Offer to Purchase or Exchange Act (2) notice of redemption for all outstanding Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment of the applicable redemption price. In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included applicable) and all other applicable laws in the making any Offer to Purchase paymentPurchase, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, above procedures shall be deemed modified as necessary to the date of redemptionpermit such compliance. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to Cosan shall obtain all necessary consents and approvals from the Central Bank of Brazil for any the remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary. Any failure to obtain such consents and approvals shall constitute an Event of Default pursuant to Section 6.01(c) below.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar 30 days following a Change of ControlControl that results in a Ratings Decline, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) not less than thirty calendar 30 days or more than sixty calendar 60 days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company Guarantor and its Subsidiaries that would reasonably be expected to which the Guarantor in good faith believes will enable the Holders holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders holders to tender Notes pursuant to the offer. The Issuer or the Company Guarantor launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 U.S.$1,000 principal amount and that the minimum holding of any Holder holder must be no less than U.S.$10,000U.S.$200,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding Neither the foregoingIssuer nor the Guarantor is required to offer to purchase the Notes unless the event that results in a Change of Control also results in a Ratings Decline. Consequently, if a Change of Control were to occur which does not result in a Rating Decline, neither the Issuer nor the Company Guarantor would be required to offer to repurchase the Notes. In addition, neither the Issuer nor the Guarantor will be required to make an Offer to Purchase upon a Change of Control if (1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this the Indenture applicable to an Offer to Purchase made by the Issuer or the Company Guarantor and purchases all Notes properly tendered and not withdrawn under the Offer to Purchase or (2) notice of redemption for all outstanding Notes has been given pursuant to this the Indenture as described above under Section 3.05 the caption “Redemption and Repurchase,” unless and until there is a default in payment of the applicable redemption price. In the event that the Holders holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company Guarantor (or one of its Affiliates) or a third party purchases all the Notes held by such Holdersholders, the Issuer and the Company Guarantor will have the right, on not less than thirty 30 nor more than sixty calendar 60 days’ prior notice thereafter (with a copy to the Trusteetrustee), given not more than thirty calendar 30 days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be maybe made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company Guarantor agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessary.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture covenant. Withholding Tax Redemption. The Notes are subject to redemption (“Withholding Tax Redemption”) at any time (a “Withholding Tax Redemption Date”), as described above under Section 3.05 unless and until there is a default whole but not in payment part, at the election of the applicable Company, at a redemption price. In the event that the Holders of not less than 90price equal to 100% of the aggregate unpaid principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, thereof plus accrued and unpaid interest and additional amountsinterest, if any, to and including the Withholding Tax Redemption Date (the “Withholding Tax Redemption Price”) if, as a result of (i) any change in or amendment to the laws, rules or regulations of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (ii) any amendment to or change in the rulings or interpretations relating to such laws, rules or regulations made by any legislative body, court or governmental or regulatory agency or authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) of Mexico, or any political subdivision or taxing authority or other instrumentality thereof or therein, or (iii) any official interpretation, application or pronouncement by any legislative body, court or governmental or regulatory agency or authority that provides for a position with respect to such laws, rules or regulations that differs from the theretofore generally accepted position, which amendment or change is enacted, promulgated, issued or announced or which interpretation, application or pronouncement is issued or announced, in each case, after the Closing Date, the Company has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 10% on or from any payments under the Notes. The election of the Company to redeem the Notes that remain outstandingshall be evidenced by a certificate (a “Withholding Tax Redemption Certificate”) of a financial officer of the Company, which certificate shall be delivered to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is madeTrustee. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil shall, not less than 35 days nor more than 45 days prior to making any Offer the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax Redemption Date and of all other information necessary to Purchase, if necessarythe giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in the Withholding Tax Redemption Certificate and shall be under no duty to check the accuracy or completeness thereof Such notice shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments to the Trustee referred to therein at least two Business Days prior to such Withholding Tax Redemption Date.

Repurchase of Notes upon a Change of Control. Not later than thirty calendar The Company must commence, within 30 days following of the occurrence of a Change of Control, the Issuer or the Company or any Guarantor will make and consummate an Offer to Purchase for all outstanding Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes repurchased on the date of repurchase, plus accrued and unpaid interest on such Notes (if any) to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor. An “Offer to Purchase” must be made by written offer (with a copy to the Trustee), which will specify the principal amount of Notes subject to the offer and the purchase price. The offer must specify an expiration date (the “Expiration Date”) Company is not less than thirty calendar days or more than sixty calendar days after the date of the offer and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries that would reasonably be expected to enable the Holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. The Issuer or the Company launching the Offer to Purchase will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1.00 principal amount and that the minimum holding of any Holder must be no less than U.S.$10,000. Holders shall be entitled to withdraw Notes tendered up to the close of business on the Expiration Date. On the Purchase Date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the Purchase Date. Notwithstanding the foregoing, neither the Issuer nor the Company will be required to make an Offer to Purchase upon following a Change of Control if (1) a third party makes the an Offer to Purchase in the manner, at the times and otherwise that would be in compliance with the requirements set forth provisions described in this Indenture applicable to an Offer to Purchase Section if it were made by the Issuer or the Company and such third party purchases all (for the consideration referred to in the immediately preceding sentence) the Notes properly validly tendered and not withdrawn under withdrawn. Prior to the mailing of the notice to Holders and publishing such notice to Holders in a daily newspaper of general circulation in Luxembourg commencing such Offer to Purchase, but in any event within 30 days following any Change of Control, the Company, covenants to (i) repay in full all indebtedness of the Company that would prohibit the repurchase of the Notes pursuant to such Offer to Purchase or (2ii) notice obtain any requisite consents under instruments governing any such indebtedness of redemption for all outstanding the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding sentence before it shall be required to repurchase Notes has been given pursuant to this Indenture as described above under Section 3.05 unless and until there is a default in payment covenant. Optional Redemption. The Company may redeem any of the applicable redemption price. In Notes (the event that the Holders of “Optional Redemption”) in whole or in part, at any time or from time to time prior to their maturity, upon not less than 9030 nor more than 60 days’ prior notice of the date for such redemption (the “Redemption Date”) mailed by first class mail to each Holder’s registered address, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of such Notes redeemed and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (the “ Make-Whole Amount”), plus in each case accrued and unpaid interest on the principal amount of the outstanding Notes accept an Offer to Purchase and the Issuer, the Company (or one of its Affiliates) or a third party purchases all the Notes held by such Holders, the Issuer and the Company will have the right, on not less than thirty nor more than sixty calendar days’ prior notice thereafter (with a copy to the Trustee), given not more than thirty calendar days following the purchase pursuant to the Change of Control offer described above, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that in the Offer to Purchase plus, to the extent not included in the Offer to Purchase payment, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to the date of redemption. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. The Company agrees to obtain all necessary consents and approvals from the Central Bank for any remittance of funds outside of Brazil prior to making any Offer to Purchase, if necessaryRedemption Date.