COSAN OVERSEAS LIMITED, as Issuer COSAN S.A. INDÚSTRIA E COMÉRCIO, as Guarantor THE BANK OF NEW YORK MELLON, as Trustee, Registrar, New York Paying Agent and Transfer Agent THE BANK OF NEW YORK MELLON (LONDON BRANCH), as London Paying Agent THE BANK...Indenture • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products • New York
INDENTURE, dated as of November 5, 2010, among COSAN OVERSEAS LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the issuer (the “Company”), COSAN S.A. INDÚSTRIA E COMÉRCIO, as the guarantor (“Cosan”), THE BANK OF NEW YORK MELLON, as Trustee, New York Paying Agent, Transfer Agent and Registrar, THE BANK OF NEW YORK MELLON (LONDON BRANCH), as London Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Paying Agent and Transfer Agent.
COSAN LIMITED, as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, Indenture Dated as of July 31, 2019 5.500% Senior Notes Due 2029Indenture • May 28th, 2020 • Cosan Ltd. • Sugar & confectionery products • New York
INDENTURE, dated as of July 31, 2019, among COSAN LIMITED, a limited liability exempted company organized under the laws of Bermuda having its registered office at Crawford House, 50 Cedar Avenue, Hamilton HM11, Bermuda and registered with the Registrar of Companies in Bermuda under registration number EC 39981, as the Company, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee, Principal Paying Agent, Registrar and Transfer Agent.
COSAN LUXEMBOURG S.A., as Company, COSAN S.A. INDÚSTRIA E COMÉRCIO, as Guarantor, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and DEUTSCHE BANK LUXEMBOURG S.A., as Paying Agent and Transfer...Indenture • April 26th, 2017 • Cosan Ltd. • Sugar & confectionery products • New York
INDENTURE, dated as of June 20, 2016, among COSAN LUXEMBOURG S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 175.646, as the Company, COSAN S.A. INDÚSTRIA E COMÉRCIO, a sociedade anônima (corporation) incorporated under the laws of the Federative Republic of Brazil, as the Guarantor, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and DEUTSCHE BANK LUXEMBOURG S.A., as Paying Agent and Transfer Agent.
COSAN FINANCE LIMITED as Issuer the GUARANTORS party hereto THE BANK OF NEW YORK, as Trustee, Registrar and Transfer Agent THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Principal Paying Agent THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Paying Agent and...Supplemental Indenture • June 25th, 2007 • Cosan Ltd. • New York
INDENTURE, dated as of January 26, 2007, among COSAN FINANCE LIMITED, an exempted company incorporated under the laws of the Cayman Islands, as the Company, the GUARANTORS party hereto (the “Guarantors”), THE BANK OF NEW YORK, as Trustee, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Principal Paying Agent and THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Paying Agent and Transfer Agent.
ContractAgreement • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products
COSAN S.A. INDÚSTRIA E COMÉRCIO COSAN DISTRIBUIDORA DE COMBUSTÍVEIS LTDA. COSAN LIMITED HOUCHES HOLDINGS S.A. SHELL BRASIL LIMITADA SHELL BRAZIL HOLDING B.V. SHELL OVERSEAS HOLDINGS LIMITED RAIZEN ENERGIA S.A. AMENDMENT AGREEMENT TO THE FRAMEWORK AGREEMENT
ContractJoint Venture Agreement • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products
COSAN S.A. INDÚSTRIA E COMÉRCIO COSAN LIMITED RAÍZEN COMBUSTÍVEIS S.A. RAÍZEN S.A. SHELL BRAZIL HOLDING B.V. SHELL OVERSEAS HOLDINGS LIMITED RAÍZEN ENERGIA PARTICIPAÇÕES S.A. JOINT VENTURE AGREEMENT
FORM OF OPERATING AND COORDINATION AGREEMENT dated as of relating to MILIMÉTRICA PARTICIPAÇÕES S.A. SHELL BRASIL LIMITADA AND HOUCHES HOLDINGS S.A.Operating and Coordination Agreement • September 30th, 2010 • Cosan Ltd. • Sugar & confectionery products
AGREEMENT dated as of ___________ __, 2011 (this “Agreement”) among (i) Milimétrica Participações S.A., a sociedade anônima organized and existing under the laws of Brazil, with its head office at Fazenda Pau D’Alho, s/nº, Prédio Administrativo Cosan, Sala 07, in the City of Barra Bonita, State of São Paulo, CEP 17340-000 enrolled with the Brazilian tax registry under No. 12.182.297/0001-32 (“Sugar and Ethanol Co”), (ii) Shell Brasil Limitada, a company organized and existing under the laws of Brazil, with its head office at Avenida das Américas, 4.200, blocos 5 e 6, Barra da Tijuca in the City of Rio de Janeiro, State of Rio de Janeiro, CEP 22640-102 enrolled with the Brazilian tax registry under No. 33.453.598/0001-23 (“Downstream Co” and, together with Sugar and Ethanol Co, the “JV Entities” and each a “JV Entity”), (iii) Houches Holdings S.A., a company organized and existing under the laws of Brazil, with its head office at Rua Funchal, 418, Andar 11 Sala 09G, in the City of São P
DATE 29 FEBRUARY 2012 ESSO PETROLEUM COMPANY, LIMITED and COSAN S/A INDÚSTRIA E COMÉRCIO Agreement for the sale and purchase of shares in Comma Oil & Chemicals LimitedAn Agreement • July 31st, 2013 • Cosan Ltd. • Sugar & confectionery products • England
INTEGRAL INVESTMENTS B.V. BG GAS SÃO PAULO INVESTMENTS B.V. BG ENERGY HOLDINGS LIMITED PROVENCE PARTICIPAÇÕES S.A. -and- COSAN S.A. INDÚSTRIA E COMÉRCIO AGREEMENT for the sale and purchase of shares in Comgás Freshfields Bruckhaus Deringer Freshfields...Agreement • July 31st, 2013 • Cosan Ltd. • Sugar & confectionery products
SCHEDULE 1. DETAILS OF COMGÁS 26 SCHEDULE 2. INTEGRAL WARRANTIES, BG WARRANTIES AND BG GUARANTOR WARRANTIES 27 PART A: PART A: INTEGRAL WARRANTIES 27 PART B: PART B: BG WARRANTIES 38 PART C: PART C: BG GUARANTOR WARRANTIES SCHEDULE 3. LIMITATIONS ON LIABILITY 40
COSAN S.A. INDÚSTRIA E COMÉRCIO COSAN LIMITED SHELL BRASIL LIMITADA HOUCHES HOLDINGS S.A. SHELL BRAZIL HOLDING B.V. SHELL OVERSEAS HOLDINGS LIMITED MILIMÉTRICA PARTICIPAÇÕES S.A.Joint Venture Agreement • September 30th, 2010 • Cosan Ltd. • Sugar & confectionery products
Schedule 1 Shell Warranties 66 Schedule 2 Cosan Warranties 67 Schedule 3 Third Party Warranties 68 Schedule 4 Form Of Exercise Notice 69 Schedule 5 Form Of Third Party Offer Notice 70 Schedule 6 Form Of Retention Notice 71 Schedule 7 Form Of Share Pledge 72 SIGNATURES 73
• Shares COSAN LIMITED Class A Common Shares (Par Value U.S.$0.01) FORM OF INTERNATIONAL UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2007 • Cosan Ltd. • Sugar & confectionery products • New York
Cosan S.A. Indústria e Comércio, a Brazilian corporation (“Cosan”), understands that you propose to enter into an International Underwriting Agreement (the “International Underwriting Agreement”) and certain of your affiliates propose to enter into an Brazilian Underwriting Agreement, in each case, with Cosan Limited, a Bermuda exempted company (the “Company”) and Cosan, providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), including you as representatives of the several Underwriters (the “Representatives”), of Class A common shares of the Company, including in the form of Brazilian Depositary Receipts (“BDRs”). Terms not defined herein are used as defined in the International Underwriting Agreement.
COSAN LUXEMBOURG S.A., as Issuer, COSAN S.A. INDÚSTRIA E COMÉRCIO, as Guarantor, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Paying Agent, Transfer Agent and Calculation Agent, and DEUTSCHE BANK LUXEMBOURG S.A., as Luxembourg Paying...Supplemental Indenture • July 31st, 2013 • Cosan Ltd. • Sugar & confectionery products • New York
SHAREHOLDERS’ AGREEMENT dated as of June 1st, 2011 of RAÍZEN ENERGIA PARTICIPAÇÕES S.A.Shareholders’ Agreement • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products
AGREEMENT dated as of June 1st, 2011 (this “Agreement”) among (i) Cosan S.A. Indústria e Comércio, a company organized and existing under the laws of Brazil, with its administrative office at Fazenda Pau D’Alho, Barra Bonita, São Paulo, Brazil enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 (“Cosan”), (ii) Ispagnac Participações Ltda., a company incorporated under the laws of Brazil with registered number 27192050 0000 and whose registered office is at the City of Rio de Janeiro, State of Rio de Janeiro, Avenida das Américas, No. 4200, Bloc 6, 1st floor, Barra da Tijuca, ZIP CODE 22640-102 (“Ispagnac”), and (iii) as intervening and consenting parties, (A) Raízen Energia Participações S.A., a sociedade anônima organized and existing under the laws of Brazil, with administrative offices at Avenida Presidente Juscelino Kubitschek,1327, 6º andar, sala 01, in the City of São Paulo, State of São Paulo, CEP 04543-011, enrolled with the Brazilian tax registry under 12.182
COSAN CAYMAN LIMITED, as Borrower TERM LOAN AGREEMENT Dated as of April 1, 2011 BANCO SANTANDER (BRASIL) S.A. – GRAND CAYMAN BRANCH, BANCO BRADESCO S.A., GRAND CAYMAN BRANCH and MORGAN STANLEY BANK, N.A., as Lenders and MORGAN STANLEY SENIOR FUNDING,...Assignment and Assumption • July 31st, 2012 • Cosan Ltd. • Sugar & confectionery products • New York
TERM LOAN AGREEMENT dated as of April 1, 2011, among COSAN CAYMAN LIMITED (the “Borrower”); each of the entities that is a signatory under the caption “LENDERS” on the signature pages hereto and each entity that becomes a “Lender” after the date hereof pursuant to Section 12.04(b) (individually, a “Lender” and, collectively, the “Lenders”); and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
COSAN S.A. INDÚSTRIA E COMÉRCIO COSAN LIMITED RAÍZEN S.A. RAÍZEN COMBUSTÍVEIS S.A. SHELL BRAZIL HOLDING B.V. SHELL OVERSEAS HOLDINGS LIMITED RAÍZEN ENERGIA PARTICIPAÇÕES S.A. AMENDMENT AGREEMENT TO THE FRAMEWORK AGREEMENT SPAUL0-1-35865-vAgreement • April 27th, 2018 • Cosan Ltd. • Sugar & confectionery products • England
SHAREHOLDERS’ AGREEMENT dated as of June 1st, 2011 of RAÍZEN COMBUSTÍVEIS S.A.Shareholders’ Agreement • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products
AGREEMENT dated as of June 1, 2011 (this “Agreement”) among (i) Cosan S.A. Indústria e Comércio, a company organized and existing under the laws of Brazil, with its administrative office at Avenida Presidente Juscelino Kubistchek, 1327, 4o andar, City of Sao Paulo, State of Sao Paulo, CEP 04543-011, Brazil enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 (“Cosan”), (ii) Cosan Distribuidora de Combustíveis Ltda., a company organized and existing under the laws of Brazil, with its head office at Fazenda Pau D'Alho, s/nº, Prédio Administrativo Cosan, in the City of Barra Bonita, State of São Paulo, CEP 17340-000, enrolled with the Brazilian tax registry under No. 02.041.195/0001-43 (“Cosan Downstream Holdco”); (iii) Shell Brazil Holding B.V., a company incorporated in the Netherlands (“Shell”) and (iv) as intervening and consenting parties, (A) Raízen Combustíveis S.A., a company organized and existing under the laws of Brazil, with its head office at Avenida das Amér
OPERATING AND COORDINATION AGREEMENT dated as of June 1st , 2011 relating to RAÍZEN ENERGIA PARTICIPAÇÕES S.A. RAÍZEN COMBUSTÍVEIS S.A. AND RAÍZEN S.A.Operating and Coordination Agreement • September 30th, 2011 • Cosan Ltd. • Sugar & confectionery products
AGREEMENT dated as of June 1, 2011 (this “Agreement”) among (i) Raízen Energia Participações S.A., a sociedade anônima organized and existing under the laws of Brazil, with administrative offices at Avenida President Juscelino Kubitschek, 1327, 6th floor - CEP 04543-011 - São Paulo, São Paulo enrolled with the Brazilian tax registry under 12.182.297/0001-32 (“Sugar and Ethanol Co”), (ii) Raízen Combustíveis S.A., a company organized and existing under the laws of Brazil, with its head office at Avenida das Américas, 4200, Blocos 5 & 6, Barra da Tijuca, City of Rio de Janeiro, State of Rio de Janeiro, CEP 22640-102, Brazilenrolled with the Brazilian tax registry under No. 33.453.598/0001-23 (“Downstream Co ” and, together with Sugar and Ethanol Co, the “JV Entities” and each a “JV Entity”), (iii) Raízen S.A., a company organized and existing under the laws of Brazil, with its head office at Avenida Presidente Juscelino Kubistchek, 1327, 6o andar (part), City of Sao Paulo, State of Sao P
Loan Agreement between COSAN S.A. - INDÚSTRIA E COMÉRCIO and INTERNATIONAL FINANCE CORPORATION Dated June 28, 2005Loan Agreement • June 25th, 2007 • Cosan Ltd. • New York
