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.
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
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
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
