LOAN AGREEMENT dated as of October 7, 2022 among COSAN OITO S.A., as Borrower, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as LenderLoan Agreement • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York
This LOAN AGREEMENT dated as of October 7, 2022 (as it may be amended or modified from time to time, this “Agreement”), by and among COSAN OITO S.A., a company organized under the laws of Brazil, with its principal place of business at São Paulo, Brazil, enrolled with the Brazilian National Taxpayers Registry (CNPJ) under No. 43.874.376/0001-38, as borrower (“Borrower”), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Lender (“Lender”), and BANCO J.P. MORGAN S.A., a financial institution organized under the laws of Brazil, with its principal place of business at Av. Brigadeiro Faria Lima, 3729, São Paulo/SP, enrolled with the CNPJ under No. 33.172.537/0001-98, as Collateral Agent (“Collateral Agent”).
MASTER DERIVATIVES AGREEMENTMaster Derivatives Agreement • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations
The Parties hereby agree to enter into this Master Derivatives Agreement (“Agreement”) that will be governed by the mutually accepted and agreed upon clauses and conditions hereunder:
SHAREHOLDERS’ AGREEMENT OFShareholders’ Agreement • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations
Cosan S.A., Cosan Investimentos, Shell and the Company are hereinafter referred to together as the “Parties” and individually as “Party”.
COSAN S.A., as Company SECOND SUPPLEMENTAL INDENTURE Dated as of May 2, 2022Second Supplemental Indenture • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of May 2, 2022, between Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil (the “Company”) and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).
COSAN LIMITED, as Company FIRST SUPPLEMENTAL INDENTURE Dated as of February 18, 2021Supplemental Indenture • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York
FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 18, 2021, between COSAN LIMITED, a limited liability exempted company organized under the laws of Bermuda (the “Company”), Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil, as the Successor Company (the “Successor Company”), and U.S. Bank National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).
COSAN S.A., as Company THIRD SUPPLEMENTAL INDENTURE Dated as of July 15, 2022Third Supplemental Indenture • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York
THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), dated as of July 15, 2022, between Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil (the “Company” or the “Guarantor”), Cosan Luxembourg S.A., a public limited-liability company (societé anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 6 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B175646, a wholly-owned subsidiary of the Company (the “Substituted Issuer”), and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).
Fifth Amendment to theJoinder Agreement • April 30th, 2021 • Cosan S.A. • Retail-auto dealers & gasoline stations
Cosan S.A., Cosan Investimentos, Shell and Downstream Co are hereinafter referred to together as the “Parties” and individually as “Party”.
AMENDMENT AND RESTATEMENT DEED TO THE JOINT VENTURE AGREEMENT DATED 11 JULY 2021Joint Venture Agreement • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations
Clause 1 of the JVA shall apply to this Amendment and Restatement Deed as if it were set out herein, but as if references in that clause to the JVA were references to this Amendment and Restatement Deed.
