Ingredion (INGR) 10-K 2005 FY Annual report

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Exhibit 10.17

Natural Gas Purchase and Sale Agreement

Cogeneration

Companhia de Gás de São Paulo — Comgás

X

Corn Products Brasil — Ingredientes Industriais Ltda.

January / 2006

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Natural Gas Purchase and Sale Agreement

Corn Products Brasil and Companhia de Gás de São Paulo — Comgás

TABLE OF CONTENTS

ARTICLE ONE — DEFINITIONS AND INTERPRETATION OF TERMS	4
ARTICLE TWO — PURPOSE	12
ARTICLE THREE – COMMERCIAL SUPPLY	12
ARTICLE FOUR – DAILY CONTRACTED AMOUNT	12
ARTICLE FIVE — QUALITY	13
ARTICLE SIX — DELIVERY POINT AND PROPERTY TRANSFER	16
ARTICLE SEVEN – TERMS FOR DELIVERY OF GAS	16
ARTICLE EIGHT – PRICE	17
ARTICLE NINE — SCHEDULING OF AMOUNTS TO BE TAKEN, COMMITMENTS AND PENALTIES FOR DEFAULT	18
ARTICLE TEN — COMMITMENT OF PRIORITY OF PURCHASE OF DAILY CONTRACTED AMOUNT (DCA) OF THE AGREEMENT AND GAS USAGE RESTRICTION	28
ARTICLE ELEVEN – INVOICING, PAYMENT MANNER AND GUARANTEE	30
ARTICLE TWELVE – MEASUREMENT	36
ARTICLE THIRTEEN — EFFECTIVENESS AND EXTENSION	39
ARTICLE FOURTEEN — FORTUITOUS CASE OR FORCE MAJEURE	39
ARTICLE FIFTEEN- ASSIGNMENT AND ENCUMBRANCE OF RIGHTS AND OBLIGATIONS	43
ARTICLE SIXTEEN – NOVATION AND FORBEARANCE	44
ARTICLE SEVENTEEN — DEFAULT AND TERMINATION	44
ARTICLE EIGHTEEN — NOTICES	49
ARTICLE NINETEEN — DISPUTES RESOLUTION	50
ARTICLE TWENTY- GENERAL LIMIT OF LIABILITY	59
ARTICLE TWENTY-ONE – AMENDMENT	60
ARTICLE TWENTY-TWO — ANNEXES	60
ARTICLE TWENTY-THREE – CONTRACTUAL AMOUNT	60
ARTICLE TWENTY-FOUR – AGREEMENT OF THE PARTIES	60

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NATURAL GAS PURCHASE AND SALE AGREEMENT ENTERED INTO BY AND BETWEEN,COMPANHIA DE GÁS DE SÃO PAULO - COMGÁS AND, ON THE OTHER SIDE, CORN PRODUCTS BRASIL - INGREDIENTES INDUSTRIAIS LTDA:

By this private instrument of piped natural gas purchase and sale agreement, the parties hereof, on the one side,COMPANHIA DE GÁS DE SÃO PAULO — COMGÁS, concessionaire of piped gas distribution services in the State of São Paulo, a corporation of authorized capital, headquartered in the City of São Paulo, at Rua das Olimpíadas, 205, 10° andar, enrolled with the National Register of Legal Entities of the Ministry of Finance (CNPJ) under No. 61.856.571/0001-17, hereinafter referred to asCOMGÁS, herein represented as per its by-laws, and, on the other side

CORN PRODUCTS BRASIL — INGREDIENTES INDUSTRIAIS LTDA., a private limited company, headquartered in the City of São Paulo, State of São Paulo, at Av. do Café, 277, Torre B, 2° andar, enrolled with the National Register of Legal Entities of the Ministry of Finance (CNPJ) under No. 01.730.520/0001-12, hereinafter referred to as theUser, herein properly represented, by virtue of the mutual promises and covenants herein contained, agree to be bound as follows:

WHEREAS:

• the decision of the Federal Government to increase the participation of natural gas in the national energetic matrix;

• Law No. 9,478/97, which establishes provisions on the National Energetic Policy, has as one of its purposes the development, in economic bases, of the use of natural gas;

• Decree No. 3,371, of February 24, 2000, which established, within the competency of the Ministry of Mines and Energy, thePriority Program of Thermoelectricity, and MME Ordinance No. 551, of December 6, 2000, which ruled the program of incentive to cogeneration, stimulated entrepreneurs and investors to submit proposals for the implementation of Cogeneration Thermoelectric Projects;

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• theCogeneration Plant was included in saidPriority Program of Thermoelectricity by means of GCE Resolution No. 127 of April 16, 2002;

• as provided for in paragraph 2 of Article 25 of the Constitution of the Republic — with the wording ascribed to it by the Constitutional Amendment No. 5 of August 15, 1995 — , it is incumbent upon the States to exploit directly, or by means of a concession, the pipedGas services pursuant to the law;

• as per the concession agreement entered into with the State of São Paulo,Comgás is the exclusive concessionaire of public services of pipedGas distribution in the State of São Paulo, covering the location area of theCogeneration Plant;

• Comgásentered into theComgás-Supplier Agreement with theSupplier;

• Comgásintends to provide to theUserand the latter intends to purchase fromComgás, according to the rules and conditions of thisAgreement, theNaturalGasto be used exclusively as fuel at theCogeneration Plant;

• the last generating unit of theCogeneration Plantstarted commercial operation on June 26, 2004, in accordance with ANEEL Decision No. 490 of June 25, 2004; and

• On December, 29, 2004, Comgásand theUserexecuted a gas supply agreement, within the context of thePriority Program of Thermoelectricity,for the supply of Gasby Comgásto be used exclusively as fuel in theCogeneration Plant,which was amended on March, 30, 2005,on May 31, 2005 and on July 20, 2005, on November 20, 2005 and on December 20, 2005(“Short-Term Agreement”),pursuant to which Comgásand theUseragreed to execute, a natural gas supply agreement to be used as fuel in theCogeneration Plant, also under the conditions of thePriority Program of Thermoelectricity,with term of up to 20 years;

do hereby agree to establish that this Natural Gas Purchase and Sale Agreement shall be ruled by the following clauses and conditions:

ARTICLE ONE — DEFINITIONS AND INTERPRETATION OF TERMS

1.1 In this Agreement, whenever they are written in upper case, the terms below will have the definitions that are assigned to them in this article:

Year –shall mean a period of time that:

a) for the firstYear, shall begin on theCommercial Supply Start-up Day and shall end the lastDay of the corresponding year;

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b)	for eachYear succeeding theYearreferred to in item (a) above, except for the lastYear of effectiveness of theAgreement, shall begin on the firstDay of the corresponding year and shall end on the lastDayof the corresponding year;
c)	for the lastYearof effectiveness of theAgreement, shall begin on the firstDay of the corresponding year and shall end on the lastDay of effectiveness of theAgreement;

provided, however, that the term ”year”, where not written in upper case, shall mean a calendar year.

Arbitration- is defined in item 19.1.2.

Arbitrator (First Arbitrator, Second Arbitrator, Third Arbitrator)-shall mean each member oftheArbitration Tribunal appointed pursuant to item 19.2.3.

Calorie – shall mean the quantity of heat required to increase the temperature from one gram (1g) of pure water from fourteen point five Celsius degrees (14.5ºC) up to fifteen point five Celsius degrees (15.5ºC) at the absolute pressure of 0.101325MPa.

Fortuitous Case or Force Majeure-is defined in Article Fourteen.

Cogeneration Plant- shall mean all the equipment of the cogeneration plant called Corn Mogi Co-Generator Central, driven by natural gas, located in the Municipality of Mogi Guaçu, State of São Paulo, which will receive theGas for purposes ofCogeneration, inserted into thePriority Program of Thermoelectricity.

Cogeneration - corresponds to the process of combined production of useful heat and mechanical energy, usually converted totally or partially into electric energy from the chemical energy made available by one or more fuels, pursuant to Article 3 of ANEEL Resolution No. 21 of January 20, 2000 or in any otherLaw that amends or replaces it.

Reference Conditions- shall mean a temperature of twenty degrees Celsius (20^oC) and absolute pressure of 0.101325MPa and theSuperiorCalorific Power(SCP) for theGas equal to theReference Calorific Power.

Base Conditions- shall mean a temperature of twenty degrees Celsius (20^oC) and absolute pressure of 0,101325Mpa.

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Regulation and Measurement Set (CRM)-Set of equipment owned byComgásintended to regulate the pressure and measure and record the volumes, pressures and temperature ofGasthat will supply theCogeneration Plant,installedat a place to be assigned byUser, close to its boundary, as agreed upon between theParties.This station is the one responsible for officially measuring the Natural Gassupply subject of this Agreement.

Agreement — shall mean this Natural GasPurchase and SaleAgreement, its annex, as well as any amendments and changes agreed upon and signed by theParties.

Supplier-Comgás Agreement-shall mean a natural gas purchase and sale agreement entered into between theSupplierandComgás,having as its purpose the purchase, byComgás, and the sale, bySupplier of theNatural Gassubject of this Agreement, to be used exclusively as fuel at the Cogeneration Plant.

Short-Term Agreement–shall mean the agreement specified in the last whereas.

Day-shall mean a period of time that will start at 6:00 a.m. (six o’ clock) of each day and will end at 6:00 a.m. (six o’ clock) of the following day; and the term “day” when not written in upper case shall mean a period of twenty-four (24) hours that will start at 0:00 (midnight) of each day and will end at midnight (0:00) of the same day.

Collection Document- shall mean every invoice, trade bill, debt note or document issued by oneParty for collection of any amount to be paid, under theAgreement, by the otherParty.

Dollaror US$- shall mean the legal currency of the United States of America.

Affiliate Company–shall mean any company (i) controlled by one of theParties, (ii) the controlling company of one of thePartiesor (iii) under the common control of the controlling company of one of theParties.

Failure in Supply(FF)- is any situation characterized by the occurrence, on any givenDay,at theDelivery Point, of any one of the following events:

a. lack of availability of Gasin accordance with the Daily Requested Amount;

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b.	non-acceptance of theDaily Requested Amount (DRA)by Comgás,except under the terms ofitem 9.9.1.1 or item 17.1;
c.	restriction or interruption in the supply ofGas as a result of an operating fact not attributable to theUser;
d.	non-conformity in relation to the specifications ofGas defined in item 5.1;
e.	subject to the provisions of items 7.3 and 7.4, failure to comply with any of theGasdelivery conditions defined in items7.2 and 7.5;

except for any of the following events — when there will be noFailure in Supply:

i.	the fact being attributed to anFortuitous Case or Force Majeure;
ii.	for a fact attributable to theUser;
iii.	upon the previous agreement by theUserin receiving theGas out of specification or in nonconformity with the provisions of item 5.1, or the receipt of theGas by theUser out of specification or in nonconformity with the provisions of item 5.1, under the terms of item 5.2 (v);
iv.	Comgás’refusal to accept a Daily requested amount (DRA)incompatible with the situations of Comgás’ Scheduled Interruptionsand/orofSupplier’s Scheduled Interruptions .

Provider — is the party with which the Supplier has entered into or may enter into a natural gas purchase agreement for the supply ofGas subject of thisAgreement.

Commercial Supply- shall mean the supply ofNaturalGas made byComgásto theUserat the Cogeneration Plantunder the conditions set forth in thisAgreement.

Guarantee– is the guarantee to be delivered by theUsertoComgás, in the terms of item 11.9 and its subitems.

NaturalGas orGas — is the natural gas subject of thisAgreement, consisting of a mixture of hydrocarbons that are essentially comprised of methane, other hydrocarbons and non-fuel gases, which are extracted from natural reservoirs and which are found in the gaseous state under theBase Conditions.When not written in upper case, the terms “gas” and “natural gas” refer to the generality of the product, and not necessarily to thisAgreement.

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Commercial Supply Start-up-shall mean the date, defined under the terms of Article Three, on which theCommercial Supply shall start.

Law- shall mean any law, code, decree, regulation, resolution, ordinance, deliberation, judgment, order, directive, political directions, agreements or any other requirements or restrictions enacted by anyPublic Body,provided that these latter two be regulated.

Distribution Margin – is defined in items 8.1.2 and 8.1.2.1.

Month — shall mean a period of time that:

a)	with respect to the firstMonth, will start on theCommercial Supply Start-up Day and will end on the lastDay of the relevant month;
b)	with respect to eachMonthofeffectivenessoftheAgreementfollowing the firstMonth,exceptforthelastMonthofeffectivenessoftheAgreement, will start on the firstDayof the monthand end on the last Dayof the relevant month;
c)	with respect tothelastMonthofeffectivenessoftheAgreement, will start on the firstDay of the relevant month and end on the lastDay of effectiveness of theAgreement.

provided, however, that, when not written in upper case, the term “month” shall mean a calendar month.

Cubic Meter(m³)- is the volume ofGas that, under theBase Conditions, occupies the volume of one (1) cubic meter.

Change in Law- shall mean the occurrence, after the execution date of thisAgreement, of any of the following events which demonstrably affects the performance of the obligations undertaken by theParties, under the terms of this instrument:

i.	enactment, commencement of effectiveness, change, suspension or revocation of anyLaw;
ii.	change in the interpretation or application of anyLaw.

Notice- shall mean any communication in writing sent by onePartyto the other, required or allowed under the terms of thisAgreement.

Public Body- shall mean a body, agency, entity or public law legal entity that has jurisdiction over eitherParty or the transactions provided for in thisAgreement.

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Scheduled Interruptions- are transitory situations foreseen and informed by means of aNotice with, at least, ninety (90) days in advance, which demand the restriction or interruption in the supply or receipt ofGas, for purposes of maintenance or repair, technically recommended, in pipelines, in theCogeneration Plantor in related ducts:

• to the supply ofGas by theCarrierto theSupplieror by theSuppliertoComgás(Supplier’s Scheduled Interruptions);

• to the supply ofGas byComgásto theUser (Comgás’ Scheduled Interruptions); and

• to the receipt of Gas by theUser, for maintenance of equipment of theCogeneration Plantor of theUser’s plant (User’sScheduled Interruptions),

which, for the rightful reasons provided for in thisAgreement, shall fit the following rules or principles:

i.	for theUser, the total number of days ofScheduled Interruptions, cumulatively, may not exceed, in each five (5)-Yearperiod, the average of twenty (20)Days perYear, provided that, in eachYear, the number of days of interruption shall not exceed sixty (60)Days,Comgásbeing allowed to coordinate itsScheduled Interruptionswithin such period, jointly with theUser;
ii.	forComgásor its Supplier, the total time ofScheduled Interruptionsmay not exceed, in each three (3)-Yearperiod, the total of fifteen (15)Days;

theParties shall use their efforts in order to cause the coincidence of their respectiveDays ofScheduled Interruptions.

Party(ies) — shall mean, in the singular,Comgásor theUser, as per the context; and in the plural, shall meanComgásand theUser, concomitantly.

Affected Party- shall mean the Partyinvoking the occurrence of anFortuitous Case or Force Majeure, in order to be released from the compliance with any of its obligations under thisAgreement.

Expert Proceeding-shall mean the procedure for dispute resolution provided for in item 19.3.

Expert-shall mean the qualified technician pursuant to item 19.3.3 who is appointed for purposes of dispute resolution throughExpert Proceeding.

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Reference Calorific Value (RCV) — shall mean the SCV of nine thousand four hundred KilocaloriesperCubic Meter (9,400 kcal/m3).

Superior Calorific Value (SCV) — shall mean the quantity of heat produced by combustion, under constant pressure, of a mass of gas occupying a volume of one cubic meter (1m³) at the temperature of twenty degrees Celsius (20^oC) and under absolute pressure of 0.101325MPa, with total condensation of the combustion water vapor. Its measurement unit shall be kcal/m³.

Delivery Point — shall mean the location where theGas shall be made available to theUser, as set forth in Article Six.

Price of Gas Sale- is defined in item 8.1, its subitems related thereto.

Gas Price- is defined in item 8.1.1, its subitems and annex(es) related thereto.

Priority Program of Thermoelectricity(PPT)- shall mean the program for implementation of thermoelectric plants established by the Federal Government under the authority of the Ministry of Mines and Energy, in accordance with Decree No. 3,371 of February 24, 2000.

Amount of Gas orAmount of NaturalGas — shall mean any volume ofNaturalGas subject of thisAgreement, expressed inCubic Metersunder the Reference Conditions.

Daily Contracted Amount (DCA)- is the Amount of Gassubject of this Agreementas defined in Article Four.

Scheduled Daily Amount (SDA) — is the Amount of Gassubject of this Agreement,which the User, in its schedule of amounts to be taken, in accordance with the provisions established in item 9.2, has requestedComgásto made available at theDelivery Point on the correspondingDay and which has been accepted byComgás.

Daily Taken Amount(DTA)- is defined in item 9.4.

Daily Requested Amount (DRA)- is the Amount of Gasthat, in accordance with the rules of thisAgreement and subject to the limit of theDaily Contracted Amount, theUserrequests that Comgásmake available to theUser, on any given day,at theDelivery Point.

Missing Amount (QF) – corresponds, on eachDay, to the shortfall between theDaily Requested Amountand theAmount of Gasactually made available tothe Userby Comgásat theDelivery Pointon that sameDay.

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Measured Amount (QM)- is theAmount of Gas that, in accordance with the ascertainment made by theMeasurement Systemsof the CRM,has been delivered at the CRMon the Day, corrected for the Reference Conditionson theDay.Forpurposes of correction of the Measured Amount,thefactor resulting from the division of the average daily SCPof Gason the Day –as determined at the point closest to the CRM where theGas is sampled for laboratorial analysis – by PCR, with rounding up of the fourth decimal place shall be applied to the measured volume.

Amount Not Taken(ANT)- corresponds, in any given YearorMonthof Gassupply, to anAmount of Gasthat theUserhas taken below itsTake or Paycommitment.

Amount Paid and Not Taken(APNT)- corresponds to the accrued balance, inAmount of Gas, by theUserbeforeComgás as a result of payments made toComgás of theAmounts Not Taken (ANT),and it may be recovered bytheUserwithin the term and under the conditions provided forin this Agreement.

Amount Paid and Not Taken of the Year(APNT_Y)– is the specificAmount Paid and Not Taken (APNT) of a determinedYear, according to item 9.5.2.

Amount Recovered by User(ARU)- is anAmount of Gas that on any givenDay or in a given period, in accordance with the rules set forth in Article Nine, is recovered by theUserand deducted from its balance ofAmount Paid and Not Taken(APNT).

Kilocalorie (kcal)- shall mean one thousand (1,000)Calories.

Real orR$- shall mean the legal currency in Brazil.

Amounts Taken in Excess of Schedule — are defined in item 9.6.

Amounts Taken Below Schedule-are defined in item 9.7.

Arbitration Award- shall mean the final award (as per items 19.2.5 and 19.2.6) to be presented by theArbitration Tribunalto theParties in procedures for disputes resolution.

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Ship or Pay- is defined in item 9.8.

Measurement System- shall mean the set of primary and secondary elements of flow, temperature and pressure measurement and, if any, converters, transmitters, flow computers, integrators and recorders.

Supplier– shall mean Petróleo Brasileiro S.A – Petrobras, as supplier ofNatural GastoComgás, under the terms ofSupplier-Comgás Agreement or any other that may replace it.

Take or Pay — is defined in item 9.3, items “b” and “c”.

Distribution Take or Pay–is defined in item 9.8.2 (ii).

Exchange Rate- means the average rate for sale ofDollardefined as the effective rate on the respective date of conversion disclosed by the Brazilian Central Bank’s System (SISBACEN), identified as PTAX-800 transaction — Option 5 – Currency 220.

Carrier- shall mean any provider of natural gas transportation service through pipelines, established in accordance with the applicable provisions of the National Petroleum Agency (ANP) or an entity replacing it in the competence of regulating and/or inspecting said activity.

Arbitration Tribunal–is defined in item 19.2.3.

Measured Volume – means any amount of GAS measured by the CRMmeasurement systemincubic metersunder thebase conditions.

ARTICLE TWO — PURPOSE

2.1 The purpose of thisAgreement is the sale and supply byComgás, and the purchase and receipt by theUser, in the conditions set forth herein, ofNaturalGas, exclusively for serving the needs of theCogeneration Plant

ARTICLE THREE – COMMERCIAL SUPPLY

3.1 For the purposes of thisAgreement, it is established, as the date of execution of thisAgreement, theCommercial Supply Start-update.

ARTICLE FOUR – DAILY CONTRACTED AMOUNT

4.1 TheDaily Contracted Amount (DCA),at the Reference Conditions,shall be of threehundred thousand Cubic Metersperday (300,000 m³/day).

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4.1.1 After ten (10) years theUser shall be entitled to increase, theDaily Contracted Amount (DCA) in up to five percent (5%) uponnoticetocomgássent at least twelve (12) months before the new DCA becomes effective.

ARTICLE FIVE — QUALITY

5.1TheGasto bedelivered by Comgás to theUsershall present characteristics of quality that meet, at least, the specifications of Ordinance No. 104 of July 8, 2002, issued by the NationalPetroleum Agency – ANPor those that may replace it inview of a supervening Law.

5.2WheneverComgás is aware of the possibility of theGas being supplied at theDelivery Point, partially or totally, in nonconformity with the specifications set forth in item 5.1, the following provisions shall apply:

i.	Comgás shall notify, in writing, theUser, as soon as possible, of the expected non-conformity in theGas to be supplied, indicating what would be the probable non-conforming items and, precisely, the respective quality deviations;
ii.	after the receipt of theNotice referred to in item above, theUser shall inform, as soon as possible, whether it accepts or not to receive theGas out of specification; it being henceforth expressly understood and accepted that theUser’s failure to inform its decision within the term stated in theNotice will be considered as theUser’s option not to receive theGas out of specification.
iii.	if it opts to receive theGas out of specification, theUser shall be entitled to a ten percent (10%) discount on the portion of the price pertaining to theGas (commodity), except when the nonconformity is only pertaining to a SCP greater than the specified;
iv.	if, however, theUser opts not to receive theGas out of specification or fails to inform its decision and, it actually does not take saidGas, theFailure in Supplyfor the non-compliance with the DRA will deemed to have occurred, andComgás shall bear the payment of the penalties provided for in item 9.9.2;

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v. if theUser has informed that it would reject theGas out of specification or fails to inform its decision, but, in spite of that, theGas is taken at theDelivery Point, theFailure in Supply will be not be deemed to have occurred, andComgás shall not be liable for any penalties and/or liability for damages that may eventually be caused to the equipment and facilities of theUser, as well as to theCogeneration Plantas a result of the informed non-conformity; being preserved, however, the right of theUser to the discount referred to in subitem (iii) above.

5.2.1 IfComgásdelivers theGas out of the specification provided for in item 5.1, without giving priorNotice to theUser of the existing non-conformity, the following rules shall be applicable:

a)	If, exclusively as a result of the nonconformity presented by theGas and the cause-effect relation being duly evidenced, theCogeneration Plantsuffers any damages in its equipment, then, unless the nonconformity has occurred as a result of anFortuitous Case or Force Majeure, Comgásshall bear,always subject to the limit provided for in Article Twenty, until the damages have been repaired;
(i)	with the penalties applicable for the cases ofFailure in Supply, as provided for in item 9.9.2, subject to the limit established in item 9.9.3;
(ii)	the costs determined according the procedures set forth in item 19.1.1, effectively incurred with the repair of the equipment of theCogeneration Plant that has evidently been damaged by the use of theGasout of specification, subject to the limit established in item 5.2.2 below.
b)	If the supply ofGas out of specification does not cause any damages to the equipment of theCogeneration Plantor if the cause-effect relation referred to in item (a) above has not been evidenced, theFailure in Supply shall be deemed not to have occurred, andComgás shall not be liable for any penalties and indemnification for the repair of damages, being preserved, however, the right of theUserto the discount referred to in item 5.2 (iii) above — which discount, however, is not enforceable if the non-conformity has resulted from anFortuitous Case or Force Majeure.

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c) In case of item (a) above, during the period required for repairing the equipment of theCogeneration Plant, theTake or Pay,Ship or Pay andDistribution Take or Pay commitments will be suspended. Said commitments will also be suspended during the period required for repairing the equipment of theCogeneration Plantin case the damage of such equipment has occurred as a result of the occurrence of anFortuitous Case or Force Majeure.The period required as stated above will be determined as per the procedure provided for in item 19.1.1.

5.2.2 Subject to the provisions of Article Twenty, in any event, the total of payments ofComgásset forth in item 5.2.1(a)(ii) shall exceed, during the whole effectiveness of thisAgreement, the maximum limit corresponding to five per cent (5%) of the value of theAgreement, determined by the following formula:

     IL = K x 0.05 x DCA x N x GP, where:

IL — is the maximum limit of payment byComgás;

DCA — is theDaily Contracted Amount;

N — is the number of days of effectiveness of theAgreement,calculated as of the execution date of theAgreement up to the final date set forth in item 13.1;

GP — is theGas Pricein force on the date of occurrence of the event set forth in item 5.2.1(a)(ii) converted toReais perCubic Meterat theReference Conditionsaccording to theExchange Rateof the last business day of theMonth of payment of a certain indemnification.

K              is the percentage of use of the IL, which shall vary from 0 to 1, and, on the execution date of thisAgreement, shall correspond to 1. At each payment made byComgás under the terms of item 5.2.1(a)(ii), a new K factor shall be determined by the reduction of (i) the percentage corresponding to such payment in relation to the value 0.05 x DCA x N x GP from the (ii) previous K factor.

5.3Irrespectively of the analyses made by theUser, Comgás shall verify the quality of theGas supplied, by means of analyses whose results shall be forwarded to theUser in a periodicity compatible with the frequency of measurement set forth in Ordinance ANP No. 104.

5.3.1 Upon the occurrence of a discrepancy between the results of quality verifications made by theParties, each of them shall grant free access to the otherParty in order to follow up the sampling and the analysis of theGas, aimed at establishing a solution for the pending matter.

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5.4 In case the dispute is not settled within ten (10) days as of the occurrence of the discrepancy referred to in item 5.3.1, the dispute will be submitted to anExpert Proceeding.

ARTICLE SIX — DELIVERY POINT AND PROPERTY TRANSFER

6.1	TheDelivery Point will be located immediately downstream the outlet flange of theRegulation and Measurement Set (CRM), which shall in turn be located in theUser’s Unit located at Rua Paula Bueno, 2935 – Mogi Guaçu, State of São Paulo.
6.2	It is established as measurement point theRegulation and MeasurementSet (CRM) owned byComgás, located at theUser’s facilities.
6.3	The transfer of ownership of theGas fromComgás to theUserwill occur at theDelivery Point.

6.3.1 All risks and losses of Gas:

• Up to theDelivery Point shall be for the account ofComgás;

• As from theDelivery Point shall be for the account of theUser.

ARTICLE SEVEN – TERMS FOR DELIVERY OF GAS

7.1	TheGas will be delivered byComgás to theUser at theDelivery Point in conformity with the quality aspects set forth in Article Five.
7.2	The supply control manometric pressure at theDelivery Point will be no more than seventeen (17) kgf/cm2 and not less than twelve (12) kgf/cm2.

7.2.1 In special situations, theParties may define control pressures other than that stated in item 7.2.

7.3	The average hourly flow shall be no more than one twenty-fourth (1/24) of theDaily Contracted Amount — DCA, provided that an increase of up to ten percent (10%) shall be allowed.
7.4	The instantaneous flow, in Cubic Metersper hour, shall not be more than one twenty-fourth (1/24)of the Scheduled Daily Amount — SDA,

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		provided that an increase, for periods not greater than fifteen (15) minutes aDay,of up to ten percent (10%) shall be allowed.
7.5	The maximum delivery temperature of theGas shall be thirty-five degrees Celsius (35ºC).

ARTICLE EIGHT – PRICE

8.1 ThePrice of Gas Sale (PS) at theDelivery Point to be charged byComgás for the exclusive purposes ofCogeneration will be comprised of the sum of two portions: one related to theGas Price (GP) and other related to theDistribution Margin(DM), in accordance with their respective values at each time, so that PS = GP + DM.

8.1.1 TheGas Price(GP), in turn, is comprised of the sum of two portions: one related to thecommodity(PC) and the other related toTransportation (PT), so that: GP = PC + PT and shall be determined and readjusted as per the methodology stated in Annex 1.

8.1.1.1 TheGas Price (GP) shall be added by the taxes levied on the purchase of gas byComgás in theSupplier-Comgás Agreement which are not creditable in view of legal determination or determination of any competent authority.

8.1.2 TheDistributionMargin(DM) shall be that set forth by the Commission of Public Energy Services – CSPE for the cogeneration segment stated in Ordinance CSPE No. 366, of May 30, 2005 or any other that may replace it.

8.1.2.1 Pursuant to Annex 2 of CSPE Ordinance No. 366/05, theDistribution Margin(DM) shall be calculated in cascade, i.e., progressively for each class of consumption, considering the amount ofGas consumed byUserin the month:

		COGENERATION OF ELECTRIC ENERGY
		FOR SELF CONSUMPTION OR SALE TO
		END CONSUMER (VARIABLE R$/m3 with
CLASS	m3/month	PIS and COFINS and without ICMS)
1	Up to 100,000.00 m3		0.1661096
2	100,000.01 through 500,000.00 m3		0.1314942
3	500,000.01 through 2,000,000.00 m3		0.1291321

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		COGENERATION OF ELECTRIC ENERGY
		FOR SELF CONSUMPTION OR SALE TO
		END CONSUMER (VARIABLE R$/m3 with
CLASS	m3/month	PIS and COFINS and without ICMS)
4	2,000,000.01 through 4,000,000.00 m3		0.1168830
5	4,000,000.01 through 7,000,000.00m3		0.1022740
6	7,000,000.01 through 10,000,000.00 m3		0.0876628
7	((OVER)) 10,000,000.00 m3		0.0727138

8.2 ThePrice of Gas Sale(PS) shall be added by the Tax on Operations Pertaining to the Movement of Merchandise and on Interstate and Intermunicipality Transportation Service Provision and Communications – ICMS, under the terms of the applicable legislation, as well as by any other federal, state and municipal taxes (taxes, fees, rates, tax and para-tax contributions) levied or that may be levied on the operation of thisAgreement.

ARTICLE NINE — SCHEDULING OF AMOUNTS TO BE TAKEN, COMMITMENTS AND PENALTIES FOR DEFAULT

9.1 Before the date of the first request ofGas, eachParty shall inform to the other, by means ofNotice, a fax number to which the operating notices shall be transmitted in relation to the performance of thisAgreement.

9.2 Scheduling of Amounts ofGas to be Taken

As of theCommercial Supply Start-up, theUser shall send on a monthly basis toComgás, with twelve (12) days in advance from the beginning of theMonth of supply, aNotice with the schedule of the amount ofGas to be taken referring to the currentMonth and to the two subsequentMonths.

9.2.1

The schedule referred to above shall detail the Daily Requested Amounts (DRA)for the next Month,as well as, only for the sake of indication, the total amounts for the two subsequent months, everything taking into account theScheduled Interruptionsand subject to the limitof theDaily Contracted Amount (DCA).

9.2.2

The schedule of theMonthshall detail, for the sake of indication, the portion of theAmount Paid and Not Taken(APNT) which will be used on eachDay of thatMonth —which will become, upon the use, theAmount Recovered by User (ARU). Such amount may not exceed, on the daily average of thatMonth,forty-four percent(44%)of theDaily Contracted Amount(DCA), except after the end of thisAgreement, when, subject to the provisions of item 9.5.3 (b), such amount shall be a hundred per cent (100%) of that would be the old DCA.

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9.2.3	TheDaily Requested Amount(DRA) for any given day may be changed (increased or decreased) by theUser, subject to the limit of the DCA, upon delivery ofNotice toComgás up to 8:00 a.m. (eight o’ clock) of the day previous to the corresponding day of supply.
9.2.4	Until two o’ clock (2:00 p.m.) of the day previous to the corresponding day of supply,Comgás, through delivery ofNotice to theUser,shall confirm the acceptance of theDaily Requested Amount,which will beconsidered as the Scheduled Daily Amount. Comgás’failure to make such confirmation within the term provided for above shall be automatically considered as acceptance of theDaily Requested Amount (DRA)byComgás, and such DRA shall be automatically considered SDA.
9.2.5	Exceptionally, upon the occurrence of any operating problems that restrict the capacity ofGas delivery, theParties may negotiate a reduction of theScheduled Daily Amount(SDA) for any givenDay. Should theParties agree on such reduction, theDaily Contracted Amount(DCA), exclusively on thatDay, will be reduced to the amount of the newScheduled Daily Amount(SDA), not characterizing thusFailure in Supply.
9.2.6	If there is availability ofGas and interest ofComgás and theUser, theScheduled Daily Amount (SDA) may be increased during theDay, and the quantity so increased shall be then theScheduled Daily Amount (SDA) of saidDay.

9.3 Commitments ofGas Receipt (Take or Pay)

Except for the situations of non-delivery or non-receipt ofGas forFailure in Supply,Scheduled InterruptionsorFortuitous Case or Force Majeure of either Party,the Userundertakes to:

a)

purchase and take, on a daily basis, fromComgás no more than one hundred and ten percent (110%) of theScheduled Daily Amount (SDA), limited to one hundred and ten percent (110%) of theDaily Contracted Amount(DCA), and not less than eighty percent (80%) of theScheduled Daily Amount (SDA) ofGas for the correspondingDay, subject, in case of the noncompliance, to the penalties provided for in items 9.6 and 9.7 and respective subitems;

b)

at everyMonth of the effectiveness of theAgreement,purchase and take fromComgás — and, even if it does not take, pay– anAmount of Gas that, at the daily average of the correspondingMonthis either equal to or greater than fifty-six percent (56%) of theDaily Contracted Amountin effect referred to by Article Four;

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c) at everyYear of the effectiveness of theAgreement, purchase and take fromComgás — and, even if it does not take, pay– anAmount of Gas that, at the daily average of the correspondingYearis either equal to or greater than eighty percent (80%) of theDaily Contracted Amount (DCA)in effect referred to by Article Four;

9.3.1 The percentages referred to in subitems (b) and (c) of item 9.3 correspond to the monthly and annualTake or Pay commitments, whose compliance will be verified by taking into account only theDaily Taken Amount(DTA) such as defined in item 9.4.

9.4	Daily Taken Amount (DTA)
	TheDaily Taken Amount(DTA) will be determined by the formula:
	DTA = QM – ARU
	where :
	DTA — Is theDaily Taken Amount;
	QM — Is theMeasured Amount atCRMon the respective Day;and
	ARU — Is theAmount Recovered by theUseron the respective Day.

9.4.1 The sum, in theMonth, of theDaily Taken Amounts (DTAs) will be used as parameter for purposes of determination of theAmount Not Taken in the Month(ANT_M) and theAmount Not Taken of the Year (ANTy), pursuant to item 9.5.

9.5	Amounts Not Taken — Determination
	TheAmounts Not Taken (ANTs) ofGasto be paid bytheUserto Comgásin view of the provisions of subitems (b) and (c) of item 9.3 shall be calculated according to the following formulas:

a)	amount to be paid in eachMonth:
b)	amount to be paid in eachYear:

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where:

ANTM	-	is theAmount ofGasnot Taken in theMonth, being zero if the calculation result is negative;
M	-	is the number ofDays of theMonthof supply;
PPM	-	is the total number of days (or a fraction thereof) corresponding toScheduled Interruptionsin theMonth, at the proportion in which they have affected the receipt or the regular supply ofGas at theDelivery Point
PPPY		is the total number ofDays (or a fraction thereof) corresponding toScheduled Interruptionsexclusively from Comgásin theYear, at the proportion in which they have adversely affected the regular supply of theGas at theDelivery Point;
DCA	-	is theDaily Contracted Amounteffective in theMonth and/orYearof supply, receptively for subitems (a) and (b) of this item;
QNFFj	-	is the portion of theScheduled Daily Amount (SDA)which has not been taken on day “j” for a reason ofFailure in Supply;
QNFMj	-	is the portion of theScheduled Daily Amount (SDA)which has not been taken on day “j” due to anAct of God or aForce Majeure Event;
DTAj	-	is theDaily Taken Amounton day “j”;
ANTY	-	is theAmount Not TakenofGas in theYear, being zero if the calculation result is negative;
Y	-	is the number of theDaysin theYear of supply.

9.5.1 Payments for Amounts Not Taken

The amount to be paid by theUsertoComgás asAmount Not Taken(Take or Pay) shall be:

(a)	at everyMonth, the product of theANTM (Amount Not Taken in the Month) by the value of the portion pertaining to the commodity of theGas Price in effect at the end of the last day of theMonthof supply, added by the taxes due, as provided for in the applicable legislation.
(b)	at everyYear, the product of theANTY (Amount Not Taken in the Year) by the value of the portion pertaining to the commodity of theGas Price in effect at the end of the last day of theYearof supply, added by the taxes due, as provided for in the applicable legislation.

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The amounts referred to in item 9.5.1 shall be paid by theUserwithin the same term and according to the same rules and further conditions set forth in Article Eleven for the payment ofGas invoices pertaining to the invoicing period.

9.5.2	Amount Paid and Not Taken(APNT)
	Once the payment of each of the amounts referred to in item 9.5.1 has been made, the correspondingAmount Not Taken (ANT)will be added to theAmount Paid and Not Taken of the correspondingYear(APNTy), being the total APNTyon the first moment of theYearequal to zero.

9.5.3	Recovery of Amounts Paid and Not Taken
	TheUser may recover, in whole or in part – uponNotice as per item 9.2.2, always for consumption at theCogeneration Plant, the remainder of theAmounts Paid and Not Taken(APNTs) ofGas(commodity), as follows:

a) during the effectiveness of theAgreement, including any possible extension pursuant to item 13.1:

(i)	up to the lastMonth of the seventh (7th)Yearsubsequent to theYearof verification of theAmount Paid and Not Takenof a certainYear(APNTy);
(ii)	on the condition that it has already requested and taken, in theMonthin which there is the recovery, an Amount of Gascorresponding, at least, to the monthlyTake or Paycommitment;

b) after the end of the term established in the Article Thirteen, including its eventual extension pursuant to Article Thirteen: except for the event of termination caused by theUser or for its fault:

(i)	up to the limit of the DCA or to such limit that may be agreed byComgás and theUser;
(ii)	up to the term of three hundred and sixty five (365) days following the end of theAgreement, pursuant to item 13.1.1.

9.5.3.1 The portion taken by theUser of the remainder ofAmounts Paid and Not Taken (APNT’s)will be referred to as Amount Recovered by theUser (ARU) and will be, at the time of such recovery, deducted from the said remainder, by order, from the oldest to the most recentAPNT_Y.

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9.5.3.2	For theAmount Recovered by the User(ARU), theUser shall pay toComgás the portion corresponding to the taxes levied, under the terms of the applicable legislation.
9.5.3.3	For theAmounts Recovered by the User(ARU’s) in accordance with item 9.5.3(b), theUser shall also pay toComgás the portion of theGas Pricepertaining to the transportation of the entire volume recovered in theMonthor ninety-five percent (95%) of what would be theDaily Contracted Amount(DCA), whichever is higher, with all taxes levied thereon.
9.5.3.4	After the deadlines referred to in subitems (a) and (b) of item 9.5.3 or after the termination of theAgreement byComgás as a result of a default by theUser, the balance of theAmount Paid and Not Takenwill be considered as having been extinguished, whether there is a remainder or not, and theUser will not have any right of recovery. In case of termination of theAgreement by theUser for a default byComgás or in case of termination under the terms of item 17.5(a),Comgás shall pay to theUser the amounts provided for in item 17.4.1(ii).
9.5.3.5	In the event of termination of theAgreementunder the terms provided for in item 17.5(b):

(a)	the remainder of theAmount Paid and Not Taken (APNT) ofGaswill be considered as being extinguished, whether there is a remainder or not, and theUser will not have any right of recovery, in case the termination of theAgreement pursuant to said item 17.5(b) results from unilateral decision by theUser or from a default of theUser;
(b)	the amount corresponding to the possible residual amount of theAmount Paid and Not Taken (APNT) ofGaswill be paid by ComgástotheUser,as provided for in item 17.4.1(ii), if the termination of theAgreement pursuant to said item 17.5(b) results from unilateral decision ofComgás or from a default ofComgás.

9.6	Penalty for Amount Taken in Excess of Schedule
	If, on any givenDay, theUser takes anAmount of Gasexceeding by more than ten percent (10%) theScheduled Daily Amount (SDA)for thatDay, orten percent (10%) of theDaily Contracted Amount (DCA)in effect, whichever is lower, then it shall pay toComgás, unless if agreed upon between theParties, in addition to the regular invoicing:

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i) a penalty in the amount determined by the following formula:

PATES	=	0.30 [(QM-QL) x PC + QT x PT], where:
PATES	-	Is the amount, on theDay, of the penalty forAmount Taken in Excess of Scheduleto be paid by theUser toComgás;
QM	-	is theMeasured Amount on suchDay;
QL	-	is the lowestAmount of Gasestablished below:
		•  the SDA for thatDay added by ten percent (10%) or
		•  the DCA added by ten percent (10%);
PC	-	is the amount of the portion pertaining to the commodity in theGas Pricein effect on the lastDay of theMonthin which the Userhas taken a quantity of Gashigher than the Scheduled Daily Amount (SDA), already expressed in R$/m3, considering theExchange Rate of the last business day of the sameMonth;
QT	-	is anAmount of Gas expressed in m3, whose amount is:
		• equal to the difference betweenMeasured Amount (QM) and the smallestAmount of Gas among the following: 110%of theScheduled Daily Amount(SDA) or110% of theDaily Contracted Amount(DCA), if 110% of theScheduled Daily Amount(SDA) of suchDay is greater than 95% of theDaily Contracted Amount(DCA);
		• equal to QM – 95% of the DCA, if 110% of the SDA of thatDay is lower than 95% of the DCA and QM is greater than 95% of the DCA;
		•  equal to zero, in the other events;
PT	-	is the amount of the portion pertaining to the transportation in theGas Pricein effect on the lastDay of theMonth in which the Userhas taken Amounts of Gasgreater than the Scheduled Daily Amount (SDA),already expressed in R$/m3, considering theExchange Rate of the lastbusinessday of the sameMonth.

9.6.1	Without prejudice to the provisions of item 9.6, if theUser fails to comply with the limits specified in said item, and that implies risk to the operation of the distribution system,Comgás may limit the flow in theRegulation and Measurement Set(CRM), upon prior notice to theUser.
9.6.2	The payment of the penalty referred to in item 9.6 will be made on the maturity date of the invoices pertaining to the concernedMonthas provided for in item 11.4 — and theUsershall be subject, in case of non-payment within such term, to the same additions and other rules applicable to the invoices paid in delay, pursuant to Article Eleven.

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9.7Penalty forAmount Taken Below Schedule

If, on any given day, theUser takes anAmount of Gas lower than eighty percent (80%) of theScheduled Daily Amountfor thatDay, it shall pay toComgás, as of the second event in any givenMonth,or as of the seventh event in a certainYear, in addition to the regular invoicing, a penalty in the amount determined by the following formula:

PATBS	=	(0.80x SDA — QM) x B x PC, where:
Patbs	-	is the limit amount, on the day, of thePenalty for Amount Taken Below Schedule to be paid by theUser toComgás;
B	-	the amount of B shall depend on the percentage of deviation to be produced between theScheduled Daily Amount (SDA)and the amount actually taken, as follows:
		§ If QM³ (0.80 x SDA), then B = 0 ;
		§ If QM < (0.80 x SDA) and QM³ (0.75 x SDA), then B = 0.05;
		§ If QM < (0.75 x SDA) and QM³ (0.70 x SDA), then B = 0.10;
		§ If QM < (0.70 x SDA), then B = 0.15
QM	-	Is theMeasured Amount on suchDay;
SDA	-	Is theScheduled Daily Amountfor thatDay;
PC	-	is the amount ofthe portion pertaining to the commodity in the Gas Pricein effect on the last day of theMonthin which the Userhas taken the Amount of Gaslowerthan the Scheduled Daily Amount (SDA),already expressed in R$/m3,considering theExchangeRate of the last business day of themonth.

9.7.1 The payment of the penalty referred to in item 9.7 will be made on the maturity date of the invoices pertaining to the concernedMonthasprovided for in item 11.4 – and theUser shall be subject, in case of non-payment within such term, to the same additions and other rules applicable to the invoices paid in delay, pursuant to Article Eleven.

9.8Payment Commitment of Firm Transportation andDistribution Margin

9.8.1 On a monthly basis, theUser shall pay toComgás, within the term set forth in item 11.4, the product of the portion pertaining to the

transportation of theGasPrice (PT) by the greater amount between the following (QT) added by the taxes levied, as provided for in the applicable legislation:

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i.

the sum, in theMonth, of theDaily Taken Amount (DTA) plus theAmount Recovered by the User (ARU).

ii.

the product of ninety-five percent (95%)¾Ship or Pay¾ of theDaily Contracted Amount (DCA)by the number ofDays of the correspondingMonth,deducted from this calculation thesituations of non-delivery or non-receipt ofGas forFailure in Supply,Fortuitous Case or Force Majeure by either Partyand/orScheduled Interruptionby Supplierand/orComgás, in the proportion that they have adversely affected the receipt or the regular supply ofGas at theDelivery Point.

9.8.2 On a monthly basis, theUser shall pay toComgás, within the term set forth in item 11.4, the product of the portion pertaining to theDistributionMargin by the greater among between the following (QT) added by the taxes levied, as provided for in the applicable legislation:

i.

the sum, in theMonth, of theDaily Taken Amount (DTA) plus theAmount Recovered by the User (ARU).

ii.

the product of eighty percent (80%)of theDaily Contracted Amount (DCA) –theDistribution Take or Pay —by the number ofDays of the correspondingMonth,deducted from this calculation thesituations of non-delivery or non-receipt ofGas forFailure in Supply,Fortuitous Case or Force Majeure by either Partyand/orComgás’ Scheduled Interruptionor theSupplier’s Scheduled Interruptions, in the proportion it has adversely affected the receipt or the regular supply ofGas at theDelivery Point.

9.9 Gas Supply Commitment

9.9.1 Comgás undertakes to accept theDaily Requested Amounts (DRA) asScheduled Daily Amounts (SDA),as wellas to make available to theUser, at theDelivery Point, at everyDay, anAmount of Gas equal to theDaily Requested Amount (DRA)for the corresponding Day.

9.9.1.1 Comgás is released from its obligation to accept, asDaily Requested Amount (DRA),Daily Requested Amounts (DRA)that areincompatible with situations ofComgás’ and/orSupplier’sScheduled Interruptions.

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9.9.2	In the event of provenFailure in Supply, Comgásshall pay to theUser, as the sole and enforceable compensation, the amount determined by the following formula, always subject to the limit set forth in item 9.9.3 below:
	Md = 0.15 x GP x QF
	where:
	Md — daily fine, in national currency;
	QF —Missing Amounton theDay on which there was aFailure in Supply;
	GP —Gas Priceat the Delivery Point,pursuant toitem 8.1.1 of Article Eight, in effect in theMonth.

9.9.2.1 The payment of the penalty referred to by item 9.9.2 shall be made on the maturity date of the invoices pertaining to the concernedMonthas provided for in item 11.4 — theUser shall be subject, in case of non-payment within such term, to the same additions and other rules applicable to the invoices paid in delay, pursuant to Article Eleven.

9.9.3 Under no circumstance, the total of payments byComgásas a result ofFailure in Supply may exceed, in eachYear, the non-cumulative limits specified below, subject to the provisions of Article Twenty.

(i) in case theFailure in Supply is the result of a failure in supply by theSupplierin theSupplier-Comgás Agreement: limit corresponding to 3,285,000 m³ multiplied by theGas Pricein effect, converted toReais perCubic Meters,calculated according to the following formula:

IL	=	K x 3,285,000 x GP, where
IL	-	is the maximum limit of payment byComgásin case ofFailure in Supplyresulting from a failure in supply by theSupplierin theSupplier-Comgás Agreement;
GP	-	is theGas Price in force on the date of occurrence of eachFailure in Supplyconverted toReais perCubic Meterat theReference Conditionsaccording to theExchange Rate of the last business day of theMonthof payment of an indemnification.
K		is the percentage of use of the IL, which shall vary from 0 to 1, and, on the execution date of thisAgreementand on the beginning of eachYear, shall correspond to 1. At each payment made byComgás forFailure in Supply, a new K factor shall be determined by the reduction of (i) the percentage corresponding to such payment in relation to the value 3,285,000 x GP from the (ii) previous K factor.

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(ii) in case theFailure in Supply is exclusively attributable toComgás: limit corresponding to 3,285,000 m³ multiplied by theGas Pricein effect, converted toReais perCubic Meters, calculated according to the following formula:

IL	=	K x 3,285,000 x GP, where
IL	-	is the maximum limit of payment byComgásin case ofFailure in Supplyexclusively ofComgás;
GP	-	is theGas Price in force on the date of occurrence of eachFailure in Supplyconverted toReais perCubic Meterat theReference Conditionsaccording to theExchange Rate of the last business day of theMonthof payment of an indemnification.
K		is the percentage of use of the IL, which shall vary from 0 to 1, and, on the execution date of thisAgreementand on the beginning of eachYear, shall correspond to 1. At each payment made byComgás forFailure in Supply, a new K factor shall be determined by the reduction of (i) the percentage corresponding to such payment in relation to the value 3,285,000 x GP from the (ii) previous K factor.

9.9.3.1 TheParties agree that the indemnification limits provided for in item 9.9.3 above are exclusively established for eachYearand are not cumulative with the limits of otherYears.Therefore, any possible balance of the indemnification limit of any givenYear, which has not been used for suchYear,will not be added to theindemnification limits of the subsequentYear.

ARTICLE TEN — COMMITMENT OF PRIORITY OF PURCHASE OF DAILY CONTRACTED AMOUNT (DCA) OF THE AGREEMENT AND GAS USAGE RESTRICTION

10.1 Priority of Acquisition ofDaily Contracted Amount(DCA)of the Agreement

10.1.1	TheUseragrees that the supply ofGas, subject of thisAgreement, will have priority in relation to any other supply of piped gas to theCogeneration Plantwhich it may possibly request toComgás until theDaily Contracted Amount(DCA) set forth in thisAgreement is reached.
10.1.2	If theUserconsumes gas from other agreement in violation with the provisions of 10.1.1 above, theUsershall pay toComgás, as penalty, the amount calculated by the formulaP = GP x QT, where:

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P	-	is the amount of the penalty pertaining to theDay;
GP	-	is the total unit price of theGas at theDelivery Point in effect on the last day of the month of occurrence of the fact generating the penalty, converted intoReais perCubic Meterat theReference Conditions,according to the Exchange Rateof the day prior to the payment day to Comgás.
QT	-	is theAmount of Gas (expressed inCubic Metersat the Reference Conditions)taken on the Dayby the Userwhich is not the Gas subject ofthis Agreement, limited to the difference[DCA — QR – QFF], in which:
		DCA	-	Is theDaily Contracted Amount;
		QR	-	Is the Amount of Gassubject of this Agreementwhich has been used on that Dayby theUser;
		QFF	-	Is the Amount of Gaswhich, on thatDay, has been subject of proven Failure in Supply;

10.1.3	The payment of the penalty referred to by item 10.1.2 shall be made on the maturity date of the invoices pertaining to the supply ofGas of the concernedMonth– the Usershall be subject, in case of non-payment within such term, to the same additions and other rules applicable to theGas supply invoices paid in delay, pursuant to Article Eleven of thisAgreement.
10.1.4	The payment obligation of the penalty referred to in item 10.1.2 will be irrespectively of all the other obligations under theAgreement, including theTake or Pay,Ship or PayandDistribution Take or Pay obligations and the payment of the full price for any amount ofGas supplied at theDelivery Point.
10.2	Gas Usage Restriction
10.2.1	TheUser agrees that all theGas subject of thisAgreement shall be consumed at theCogeneration Plant.
10.2.2	If theUser destines anyAmount of Gas to any other use(s) in violation with the provisions above, theUser shall pay toComgás, as a penalty, the amount corresponding to the product of suchAmount of Gas by seventy percent (70%) of its total unit price (PS) at theDelivery Point in effect on the lastDay of the month of occurrence of the fact generating the penalty.

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10.2.3	The payment of the penalty referred to by item 10.2.2 shall be made on the maturity date of the invoices pertaining to the supply ofGas of the concernedMonthas provided for in item 11.4 –the Usershall be subject, in case of non-payment within such a term, tothe same additions and other rules applicable to the Gassupply invoices paid indelay, pursuant to Article Eleven of this Agreement.
10.2.4	The payment obligation of thepenalty referred to in item 10.2.2 will be irrespectively of all the otherpenalties andobligations of the Agreement, includingthe ones related to termination, Take or Pay,Ship or Pay, Distribution Take or Pay and the obligation to pay the full price of the totality ofGas supplied at theDelivery Point.

ARTICLE ELEVEN – INVOICING, PAYMENT MANNER AND GUARANTEE

11.1Amounts to Be Invoiced

11.1.1 Portion Pertaining to theCommodity:

For the supply ofGas (commodity), the invoicing amount will be determined by the application of the following formula:

where:

FC	-	is the amount of the invoicing of the commodity in each period of invoicing to be paid by theUser on the maturity date defined pursuant to item 11.4;
DTAj	-	is theDaily Taken Amounton day “j”;
PC	-	is the unit amount of the portion pertaining to the commodity added by the taxes and converted into national currency per Cubic Meterat the Reference Conditionsin accordance with the Exchange Rate of the last business day of the Monthof supply;
K	-	is the firstDay of Gassupply in the invoicing period;
J	-	is each one of theDaysof Gassupply in the concernedinvoicing period;
N	-	corresponds to the lastDay ofGas supply in the concerned invoicing period;
DFc	-	is the supplementary amount of the invoicing of the commodity pertaining to the previous supply period, calculated by means of the difference between (i) the amount ascertained in accordance with theExchange Ratepublished on the business days previous to the 25th day of theMonthof supply and (ii) the amount invoiced in the previous period being deducted therefrom the supplementary amount of theDFc previously applied.

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11.1.2 Portion Pertaining to the Transportation

In relation to theGas transportation, the invoicing amount will be determined by means of the application of the following formula:

     where:

FT	-	is the invoicing amount pertaining to the transportation in each period of invoicing, to be paid by theUser on the maturity date as defined pursuant to item 11.4;
QT	-	is theAmount of Gas defined pursuant to item 9.8
PT	-	is the amount of the portion pertaining to the transportation of theGas Price in force on theMonthof supply and converted into national currency perCubic Meterat theReference Conditionsby the Exchange Rateof the last businessdayof the Monthof supply.
DFt	-	is the supplementary amount of the invoicing of the transportation pertaining to the previous supply period, calculated by means of the difference between (i) the amount ascertained in accordance with theExchange Rate published on the business day previous to the 25th day of theMonth ofsupply and (ii) the amount invoiced in the previous period being deducted therefrom the supplementary amount of theDFt previously applied.

11.1.3	Portion pertaining to theDistribution Margin
	In relation toComgás’ Distribution Margin, the invoicing amount shall be as established hereinafter:

where:

Fm	-	is the invoicing amount pertaining to theDistribution Margin in eachMonth of invoicing, to be paid by theUser on the maturity date as defined pursuant to item 11.4;
QMi	-	is theAmount MeasuredonDay i, in m3.
N	-	is the lastDay ofGas supply in theMonth or the considered supply period
Mg	-	is theDistribution Margincalculated as defined in items 8.1.2 and 8.1.2.1
I	-	is each one of theDays ofGas supply in theMonthor period of invoicing considered

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11.1.4	Portion Pertaining to theAmount Not Taken
	In relation to theAmount Not Taken,the invoicing amount shall be determined by the application of the formulas provided for in item 9.5.

11.2	-Periodicity of Invoicing and other Collections.
	Invoicing shall be made on a monthly basis, and eachMonthshall correspond to aGassupply period. The otherCollection Documentsshall be issued with thesame periodicity, without prejudice to the provisions of item 11.3.

11.3

Submission ofBill of Sales and Collection Documents

Comgás shall submit to theUser the bill of sales and theCollection Documentsup to the tenth (10th) day of theMonth following the Monthto which they refer and up to the tenth (10th) day of the firstMonthof the subsequentYearfor the invoicing related to annualTake or Pay. The failure byComgás to submit theCollection Documentswithin the established term shall result in the extension of the maturity date for a period equivalent to the delay.

11.4	Collection Documents – Maturity Dates
	The amounts of theCollection Documentsshall be paid in the country legal currency, by way of credit into the current account ofComgás (to be previously informed), up to the twenty-fifth (25th) day of the month following theMonthto which they refer, or, if such is not a business day, on the first (1st ) subsequent business day.

11.4.1	In case of delay in the delivery of theCollection Document,the maturity date shall be extended for a term identical to the number of days of delay, remaining applicable, however, the original dates set forth in items 11.1.1 and 11.1.2 for the determination of theExchange Rate.
11.4.2	TheCollection Document(s) shall be issued byComgás, in the name of:
	Corn Products Brasil – Ingredientes Industriais Ltda
	Rua Paula Bueno, 2935
	Mogi Guaçu – SP — CEP 13841-010
11.4.3	Comgás shall include into each invoice the calculation of any penalties due by theUser in accordance with Article Nine.

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11.5	Compensation of Fines Imposed by theUser toComgás
	In the eventComgás has incurred in any fines properly notified and charged by way of aCollection Document issued by theUser, its amount, if acknowledged byComgás, may be used by theUser to set-off its debt towardsComgás in theMonth of payment.

11.5.1 In the event the total of fines referred to by item 11.5 is higher than the debt of theUser towardsComgás in any givenMonth, the difference in favor of theUser shall be credited byComgás into a current account of theUser, to be timely informed, on the same maturity date of the invoice pertaining to theGas which has been supplied in theMonthof occurrence of the fact generating the fine.

11.6

Late Payment Charges

The payments made in delay shall be updated by the accumulated variation of the IGP-M/FGV (General Index of Market Prices, published by Fundação Getúlio Vargas)¾ or any other index that may replace it — and added by interest of one percent (1%) per month, everything on apro rata temporebasis,considering the period between the effective payment date and the maturity date, in addition to a fine of two percent (2%) on the updated principal amount. If the IGP-M/FGV is extinguished and not officially replaced by any other index, theParties shall agree, within the term of fifteen (15) days, on a new index for the same purpose.

11.6.1 If within the term of fifteen (15) days theParties fail to reach an agreement on the index to be used in replacement of the IGP-M/FGV, the dispute shall be settled by anExpert.

11.7

Error inCollection Document.

In the event that an error is found in the amount of aCollection Document,whether a shortfall or an excess,Comgás shall make the appropriate correction for set-off in the next succeeding month. In case of an error in the amount of aCollection Document, theUsermay notify Comgáswithin three (3) days after the receipt of theCollection Document, requiringComgás to correct the error and reissue theCollection Document. If theCollection Documentis corrected in 3 days and delivered to theUser within such term, it shall be settled within the original term. If the correctedCollection Documentis deliveredto the Userafter 3 days, it shall be settled by theUser within twenty (20) days as of the receipt of the correctedCollection Document.

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11.8	Disputed Collections
	In case any amount charged by oneParty to the other in anyCollection Document is disputed, the following procedures shall be applied:

a)	The disputingParty ( “Disputing Party”) shall give notice of such dispute to the otherParty (“Non-Disputing Party”) on or before the due date of theCollection Document, describing in detail the disputed amount, the reasons for its disagreement, the alternative adopted in relation to the amount charged, in addition to any other elements it deems important in order to settle the dispute;
b)	TheNon-Disputing Party shall make the payment of the total amount charged on a timely basis, informing the portion subject to potential refund.
c)	If theNon-Disputing Party agrees with theDisputing Party, theNon-Disputing Party shall give notice to theDisputing Party of its agreement and refund the latter, within the maximum term of fifteen (15) days, the disputed amount, in case such amount was paid subject to potential refund.
d)	If theNon-Disputing Partydoes not agree with theDisputing Party, then theNon-Disputing Party shall give notice to theDisputing Party of its disagreement and the dispute shall be immediately submitted to anArbitration Tribunal, unless theParties decide to submit the dispute first to anExpert.

11.8.1 If, at any time, aPartywaives or reconsider its opinion with respect to a dispute, suchParty may, as the case may be:

i.	refund to the otherParty the amount paid subject to potential refund, added by the charges provided for in item 11.8.1.2;
ii.	release any amount paid “subject to potential refund” from such condition;
iii.	pay the costs and expenses incurred so far with the procedures ofArbitrationorExpert Proceeding.

11.8.1.1	Said waiver or review shall be formally notified to the otherParty and to the president of theArbitration Tribunalor Expert,and the controversy shall be extinguished.
11.8.1.2	TheParty which, upon decision by theArbitration Tribunalor theExpert, shall be required to return the amount paid subject to the potential refund, shall also pay to the otherParty the corresponding financial charges on the previously disputed amount, the total of which shall be calculated in view of:

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i.	the time elapsed from the maturity of the debt – or since its payment subject to potential refund;
ii.	the monthly charge corresponding to the variation of the IGPM-FGV, plus one percent (1%) per month.

11.9

Payment Guarantee

As guarantee to the fulfillment of all of its obligations provided for in theAgreement, specially the payment obligations by theUserof any amount owed under thisAgreement, theUser shall deliver toComgás aGuaranteeconsisting in a bank letter of credit, in a form acceptable toComgás, issued by a financial institution acceptable toComgás, in the amount corresponding to 90 multiplied by theDaily Contracted Amount multiplied by theGas Sale Price. The guarantee shall be delivered by theUsertoComgásin the event of, in anyYear, the sum of days in delay of payment by theUser is equal to more than 10 days or in the event there are more than 2 events of delay of payment by theUser. TheUsershall deliver the guarantee toComgáswithin thirty (30) days counted as of the date on which the obligation to deliver the guarantee had been constituted, in the terms provided above.

11.9.1 TheGuarantee shall be valid and effective in its full amount until the full compliance with all obligations of theUser provided in thisAgreement.

11.9.1.1 In case the GUARANTY has a term of existence shorter than the date of full compliance with all the USER’s payment obligations as set forth herein, the USER shall renew the GUARANTY or deliver a new GUARANTY according to the AGREEMENT, up to thirty (30) days before the end of its effectiveness. In case the USER does not renew the GUARANTY or does not delivery a new GUARANTY to COMGÁS within the above stated term, COMGÁS may enforce the existing GUARANTY to cover any amounts due by the user and/ or suspend the supply of GAS to the USER until the GUARANTY has been renewed, or until a new GUARANTY is delivered to COMGÁS.

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11.9.2	In case of change or adjustment in theGas Sale Price, theUser shall (i) update the value of theGuarantee within the maximum term of thirty (30) days counted as of the date on which the change or update had occurred and (ii) deliver the updated version of the bank letter of credit toComgáswithin such term.
11.9.3	In case theGuarantee granted by theUseris used byComgás, in the terms set forth in item 17.1, theUsershall renew theGuarantee, in the value and terms established in item 11.9, within the maximum term of thirty (30) days counted as of the date of its use.

ARTICLE TWELVE – MEASUREMENT

12.1Except as otherwise provided in thisAgreement,theParties agree to use the measurement units of the International Unit System — SI.

12.2The measurements ofGas delivered to theUsershall be made in theMeasurement System integrating the CRM, as follows:

i.	the volume unit shall be theCubic Meter;
ii.	the local atmospheric pressure value (for Campinas and Region, Patm = 0.93 kgf/cm2) shall be assumed as being constant during the effectiveness of theAgreement, if such an amount is required for converting the volume into theBase Conditions;
iii.	the calorific power shall be determined by calculation, based on ISO Rule 6976, as from the composition of theGas determined by chromatography based on ISO Rule 6974;
iv.	the measured volumes shall be expressed at theBase Conditions.

12.2.1 The measurement signal, if any, shall be made available byComgás if requested by theUser.

12.3	- The measurement of the total volume ofGassupplied to theUsershall be made by the instruments of theMeasurement System installed at CRM at theDelivery Point.Comgás shall be responsible for the operation, maintenance, calibration and adjustments of theMeasurement System installed at CRM.
12.4	- The ascertainment of the total volume of Gas supplied to the User shall be made by the Comgás, by applying the following procedures, depending on the type of Measurement System that is installed at CRM:

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i.	orifice meter: procedures described in API-MPMS 14.3 (“Natural Gas Fluids Measurement — Concentric, Square-Edged Orifice Meters”);
ii.	turbine meter: procedures described in INMETRO Ordinance No. 114, of 1997, or in ABNT ISO Rule 9951;
iii.	ultra-sonic meter: procedures described in AGA Report No. 9 (“Measurement of Gas by Multipath Ultrasonic Meters”);
iv.	other meter: as agreed in advance by theParties.

12.4.1 For theMeasurement Systems indicated in item 12.4, the compressibility factor shall be calculated pursuant to ISO 12 213 (“Compressibility Factors of Natural Gas and Other Related Hydrocarbon Gases”).

12.5 - The calibration and adjustments of CRM shall always be made byComgás,Notice given to theUserno less than five (5) days  in advance,so as to allow theUser, if it so wishes, to send a representative in order tofollow up the works.

12.5.1  TheUsershall always provide access toComgásor any third parties accompanied byComgásto CRM.

12.6	The period between two calibrations and successive ordinary adjustments of the CRM’sMeasurement System, as of theCommercial Supply Start-up,shall be of 1 year.The other calibration procedures are to be agreed upon between theParties.
12.7	TheUsermay, upon delivery of aNotice toComgás, request an extra calibration of any instrument integrating the CRM’sMeasurement System,on which case the corresponding costs shall be fully borne by theUser, if the instrument is considered adjusted, or byComgás, if the instrument is considered out of adjustment.Comgásundertakes to make the calibration within the lowest possible term. The instruments of the CRM’sMeasurement Systemthat, after the calibration, present measurement errors not greater than the value of one point five percent (1.5%), either upwards or downwards, as a reference, shall be considered adjusted.
12.8	In case, after the calibration of the CRM’sMeasurement System,such calibration indicates that theMeasurement Systemwas not adjusted, i.e., it is evidenced that theMeasurement Systemhad a deviation in the measured amount greater than 1.5%, either upwards or downwards, the respective correction factor shall be technically determined byComgás; and theUsershall be allowed to follow up the works.

12.8.1 No correction shall be applicable in the cases in which the measurement error of any given component of the CRM’sMeasurement Systemis lower than those stated in item 12.7 above.

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12.8.2	Once the period in which the CRM’sMeasurement Systemhad presented measurement errors above the ones permitted is perfectly defined, corrections of value equal to the deviation verified shall be applied, either upwards or downwards, on the amounts actually registered in that period by theMeasurement Systems.
12.8.3	If the period in which the CRM’sMeasurement Systemwas out of calibration is unknown, the corrections referred to in item 12.8.2 shall be applied on the amounts actually recorded by theMeasurement Systemsin the past forty-five (45)Daysof consumption or in the last half of the period of time between the two latest calibrations of theMeasurement System, whichever is the lower period of time.

12.9 If, on any given day, there is a dispute as regards theAmounts of Gasmade available at theCRMor failure in the CRM,including removal of any of its components for maintenance, without interruption in the supply of Gas —the daily volume of Gassupplied in relation tosuchDay shall be determined as follows, in order of preference:

a)	in the measurement systems of gas of theCogeneration Plantin the period, if any, provided that access byComgás and any third parties accompanied byComgás to the measurement instruments installed at theCogeneration Plant, as well as to the information referring to their calibration, is allowed. For purposes of using such resource,Comgás shall previously inspect and approve, based on the metrological legislation in effect and the technical rules applicable, the use of such measurement instruments for that purpose.
b)	based on the measurements made in any otherComgás’Measurement Systems —by difference, if, as from the difference, it is possible to calculate, on a safety way, said volume ofGas taken by theUser;
c)	indirectly calculated, if possible, based on the electric energy and steam generated at theCogeneration Plantin the period, provided that access byComgásand any third parties accompanied byComgásto the meters installed at theCogeneration Plant, as well to the information pertaining to their calibration, is allowed;
d)	in an amount equal to the average of theDaily Taken Amounts (DTA’s) of the last ninety (90)Dayson which there was effective supply — subject to later adjustments, upon agreement between theParties.

12.10 All the other matters or disputes pertaining to this Article, whose determinations in relation to their settlement have not been differently stated in the previous items, shall be submitted toExpert Proceeding —with sharing in equal portions between bothParties of the corresponding expenses and costs of such procedure.

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ARTICLE THIRTEEN — EFFECTIVENESS AND EXTENSION

13.1 - ThisAgreement shall be valid on its execution date and its end shall occur on 03/31/2023, which may be extended, by means of agreement by theParties, in writing, provided that such agreement is formalized with twenty four (24) months in advance to the term initially agreed for its end.

13.1.1 In the end, pursuant to the provisions of item 13.1, an additional maximum period of three hundred and sixty five (365) days shall be added for purposes of recovery by theUserof its eventual remaining balance of theAmounts Paid and Not Taken, being effective, in this period, all the provisions of theAgreementrelated to and necessary for the recovery of suchAmountsof Gas.Exclusively during the additional period referred to in this item and for the sole purpose of recovery of APNTs, theUsershall be released from itsTake or Pay commitment, remaining effective, however, theShip or PayandDistribution Take or Pay commitments.

ARTICLE FOURTEEN - FORTUITOUS CASE OR FORCE MAJEURE

14.1	Generic Concept
	Any event or circumstance which combines the following requirements shall be considered anFortuitous Case or Force Majeure      ,with strict observance of the provision pertaining to force majeure contained in Article 393 and its sole paragraph of the Brazilian Civil Code:

i.	its occurrence takes place and continues beyond the control of theAffected Party;
ii.	theAffected Partyhas not contributed, directly or indirectly, for its occurrence, which includes the fact that it does not arise from (i) default of any of the obligations of theAffected Partyunder the terms of this Agreement; (ii) failure by theAffected Partyto comply with theLaw;or (iii) negligence, error or omission of theAffected Party;
iii.	the action taken by theAffectedParty’s, albeit diligent and timely, is not sufficient to prevent or mitigate the effects of its occurrence; and
iv.	its occurrence has the effect of affecting or preventing performance by theAffected Partyof its obligations provided for in this Agreement.

14.2	Effects on theAgreement
	Except as provided in item 14.3, upon the occurrence of an Fortuitous Case or Force Majeure,the Affected Partyshall be relieved from performing itsobligations hereunder,as well as it shall be exempted from any liability resulting from delays or failure to perform its obligations where directly attributable to suchFortuitous Case or Force Majeure.

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14.3	Obligations Not Excluded
	NoFortuitous Case or Force Majeureshall relieve the Affected Partyfrom performing any of its obligations arising or accruing prior to the occurrence thereof, event though any such obligation may become due during or following theFortuitous Case or Force Majeure,especially the obligations to pay sums of money contained herein.
14.4	Procedures in Occurrences of Fortuitous Case or Force Majeure

14.4.1 The Affected Partywishing to claim the occurrence of anFortuitous Case or Force Majeurefor the purposes of item 14.2 above shall take the following steps:

a)	notify the otherParty of the occurrence of the event or condition constitutingFortuitous Case or Force Majeure —as soon as possible, but in no event later than four (4) days from the date on which theAffected Partybecame aware of the occurrence of such event of condition, indicating its estimated duration and its likely impact on the performance of its obligations;
b)	take the necessary actions to correct or mitigate the consequences of such event, in order to resume its contractual obligations as soon as possible;
c)	regularly inform the otherParty about its actions and planned actions with respect to item (b) above;
d)	promptly notify the otherParty of the cessation of the event and its consequences;
e)	grant to the otherParty, whenever possible, access to any facility affected by the event, for the purpose of local inspection, which may be conducted at the expense and risk of such otherParty;
f)	substantiate all facts and actions with documentation or available records;
g)	exercise its rights in good faith and with due regard for the interests of the otherParty with respect to the performance of all contractual obligations affected by the occurrence of suchFortuitous Case or Force Majeure.

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14.4.2	In connection with item 14.4.1(b) above, theAffectedParty shall not be required, in the case of labor disputes, to act differently from what it may deem appropriate in its sole judgment, to the extent that it acts in a manner consistent with pas practices adopted in similar situations.
14.4.3	In the event of dispute as to the characterization of the fact as anFortuitous Case or Force Majeure,the Partiesshall submit the dispute toArbitration, which shall decide based on the provisions of the applicable article of thisAgreement. Until the dispute is decided by theArbitration Tribunal, all obligations and rights of theParties provided for in theAgreementshall remain valid and applicable.

14.5	Scope
	Without limiting the generality of the concept of force majeure contained in Article 393 and its sole paragraph of the Brazilian Civil Code, anFortuitous Case or Force Majeuremayinclude the following events, listed by way of illustration only:

i.	acts of terrorism or public attacks, war whether declared or not, threatened war, guerrilla, insurrection, civil commotion, revolution, riot, rebellion, military insurrection, coup d’état, siege, declaration of state of emergency or martial law, embargo or blockade or other situations not falling within the exceptions referred to item 14.6;
ii.	acts of sabotage, terrorism, vandalism or accidental destruction, even if partially, of facilities of theAffectedParty, as long as it has not contributed to such occurrence;
iii.	cataclysms, lightning, earthquakes, tornadoes, storms that result in the evacuation of the affected areas, floods, explosions and exceptional and unpredictable weather events;
iv.	ChangeinLaw (except for the extinction of the tax benefits provided for in thePriority Program of Thermoelectricity) that materially adversely affects the object of theAgreement, theSupplier-Comgás Agreement or theParty claiming the occurrence ofFortuitous Case or Force Majeure;
v.	expropriation, seizure, compulsory acquisition or nationalization by anyPublic Body of all or a substantially all assets of theAffectedParty required for the performance of suchParty’s obligations under thisAgreement.

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14.6	Excluded Events
	The following events shall be excluded from the scope of anFortuitous Case or Force Majeure:

i.	strike or any other disturbance of similar nature involving solely the employees, agents, contractors or subcontractors of theAffectedParty;
ii.	change in the economic and financial situation of theAffectedParty, as well as changes in the market conditions for delivery ofGas, whether or not arising by virtue of a drop in the demand for electric energy generated by theCogeneration Plant;
iii.	any accidental loss, damage or failure in any part of the industry plant, facilities, machinery or equipment of theAffectedParty or theCogeneration Plant, or any event related to their businesses, except if resulting directly from the occurrence of anFortuitous Case or Force Majeure;and
iv.	delay in the performance of obligations undertaken by contractors or subcontractors of theAffectedParty which affects the performance of any obligations undertaken by theAffectedParty under thisAgreement, except where there is evidence that such delay on the part of the contractors or subcontractors has resulted directly from the occurrence of anFortuitous Case or Force Majeure.

14.7	Fortuitous Case or Force MajeureIncorporated by Reference
	For all purposes of this Article, and to the extent that the requirements indicated in this Article Fourteen are evidenced and met, there shall be also considered:

(a)

Fortuitous Case or Force MajeureofComgás: Fortuitous Case or Force Majeurethat affects: (i) the ability of theCarrierand/or theSupplierto perform their respective obligations provided for in the agreements executed with theSupplierthat are required for the performance of theSupplier-Comgás Agreement by theSupplieror (ii) theSupplier’s ability to perform its respective obligations provided for in theSupplier-Comgás Agreement; and

(b)

Fortuitous Case or Force MajeureoftheUser:Fortuitous Case or Force Majeurethat affects the ability of theUser to receive theGas in view of damages at theCogeneration Plant.

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ARTICLE FIFTEEN- ASSIGNMENT AND ENCUMBRANCE OF RIGHTS AND OBLIGATIONS

15.1 ThisAgreement, as well as the rights and obligations arising hereof, may not be assigned, totally or partially, expect with the written agreement of the otherParty, which may not be unreasonably denied by the non-assigningParty,provided that the requirements of item 15.1.1 are fulfilled.

15.1.1 For the agreement referred to in item 15.1, it is an essential requirement that the proposed assignee fulfill the conditions of technical guarantee and satisfactory economic solvency to assume, in whole or in part, the obligations arising from the assignment. Without such requirements, the other party would incur in a commercial risk substantially greater than the one assumed. The non-assigning party shall be incumbent upon determining, at its sole criteria, if the assignee fulfill the necessary conditions to the implementation of the proposed assignment, provided that, in case the non-assigning party disagrees with the assignment, it shall be incumbent upon evidencing the lack or insufficiency of the conditions presented against the proposed assignee.

15.1.1.1 Without prejudice to the provisions above and, if demanded, theUser shall obtain previously to the assignment of theAgreement, all and any authorizations of the competent public bodies necessary for such assignment, including authorization of the competent public body linked to thePriority Program of Thermoelectricity.

15.1.2	In case of an authorized assignment according to this Article, the assigning party shall actually transfer to the assignee, in whole or in part, the rights and obligations established in theAgreement.
15.1.3	Provided that the requirements established in this Articles are fulfilled, theParties agree to formalize any and all agreement and other documents necessary for the assignment, as requested, as well to give reasonable mutual assistance in the formalization of any assignment.

15.2 In addition to the fulfillment of the terms of the legislation in force and of the provisions of this Article, thePartythat whishes to transfer its rights and/or obligations under thisAgreement shall express its intention by means of delivery ofNotice to the otherParty.

15.2.1 Within ninety (90) days following the date of receipt of theNotice referred to in item 15.2, the non-assigningPartyshall give its authorization or justify its refusal.

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15.2.1.1	The lack of formal unfavorable manifestation within the term set forth in item 15.2.1 shall be considered as full agreement with the assignment by the omittingParty.
15.2.1.2	In case of a refusal by the non-assigningParty that is considered ungrounded by the assigningParty, the subject shall be submitted to a decision of theArbitration Tribunal.

15.3 ThisAgreement, as well as the rights and obligations arising hereof, may not be pledged or in any other way encumbered by any of theParties, except with the written prior agreement of the otherParty

ARTICLE SIXTEEN – NOVATION AND FORBEARANCE

16.1	The provisions set forth in thisAgreement are limited to the supply ofGas as contemplated herein, and shall not be deemed to constitute novation of any arrangement, covenant or agreement of a similar nature already existing between theParties, which shall remain unchanged, except for theShort-Term Agreement.
16.2	Any and all forbearance with respect to the observance by theParties of the terms and conditions set forth in thisAgreement shall not operate as change or novation of the provisions agreed upon.
16.3	Comgás and theUser decide to ratify the end of the term of theShort-Term Agreement in view of the execution of thisAgreement, considering that theShort-Term Agreement set forth that its final term would occur on January 20, 2006 or on the execution date of thisAgreement,whichever occurs first.

ARTICLE SEVENTEEN — DEFAULT AND TERMINATION

A)Default

17.1

Default by theUser

Subject to the provisions of subitem 17.1.1, if theUser, at any time, fails to (i) pay, in whole or in part, until its maturity date, the amount corresponding to anyCollection Documentsubmitted to theUser byComgásin view of thisAgreement or, (ii) for disputed amounts, failed to proceed in accordance with the provisions of item 11.8, (iii) establish, update, reestablish and/or renew theGuarantee, according to the provisions and terms contained in item 11.9 and its subitems, then, the default by theUsershall be deemed to have occurredon the maturity date of the respectiveCollection Document.After ten (10) days counted as of the date of the default by theUser, Comgásmay, at any time from such moment on, at its sole criteria, foreclose theGuarantee in the amount corresponding to the

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totality of the amount in delay on the date of foreclosure of the referredGuarantee. After thirty (30) days counted as of the date of default by theUser,Comgásmay suspend the delivery ofGas to theUser, subject to the provisions of item 17.1.5 below, until the amount not paid, added by the corresponding financial charges (as provided for in item 11.6) is:

i.	paid toComgás on a final basis or
ii.	paid toComgás subject to potential refund.

17.1.1	It shall not be considered a default by theUser the non-payment of anyCollection Documentissued by Comgáson the allegation of noncompliance with a commitment ofTake or Pay, Ship or Pay andDistributionTake or Payand/or a commitment of Article Ten, of which theUser is released in the corresponding period in accordance with items 17.2 (final part), 17.2.1 and 17.2.2.
17.1.2	The suspension of the supply ofGas as provided for in item 17.1 shall not release theUserfrom any other obligation in relation to thisAgreement and may not be invoked by theUser as a reason for the termination hereof and not even for the suspension of the commitments ofTake or Pay, Ship or Pay or Distribution Take or Payand the commitments of Article Ten.
17.1.3	Any possible forbearance byComgás in the term to start the suspension of delivery ofGas referred to in item 17.1 shall not be deemed a waiver of right, and such suspension may start at any time following that term, while said default persists.
17.1.4	The suspension shall not be applicable to theAmounts Paid and Not Taken(APNT) ofGas, which will continue being reintegrated in accordance with the rules of item 9.5.3 and their subitems.
17.1.5	The decision of suspending the supply ofGas in accordance with this item shall be informed to theUser within ten (10) days in advance.

17.2

Default byComgás

Exception made to the events provided for in subitem 17.2.1, ifComgásany time fails to: (i) pay, in whole or in part, until its maturity date, the amount corresponding to anyCollection Documentsubmitted toComgás by the Userin view of thisAgreement or, (ii) for disputed amounts, proceed in accordance with the provisions of item 11.8, then, the default by theUser shall be deemed to have occurred on the maturity date of the respectiveCollection Document. After thirty (30) days counted as of the date of default byComgás, theUser’sTake or Pay, Ship or Pay and

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DistributionTake or Paycommitments and the commitments established in Article Ten shall be suspended until the amount not paid – added by the corresponding financial charges (as provided for in item 11.6) — is:

i.	paid to theUser on a final basis or
ii.	paid to theUser subject to potential refund.

17.2.1	It shall not be considered a default byComgás the non-payment of anyCollection Documentissued bythe Userdirectly or indirectly as a result of the suspension of the supply ofGas caused by a default of theUser as provided for in item 17.1 and its applicable subitems.
17.2.2	The suspension of the commitments ofTake or Pay, Ship or Payand DistributionTake or Payand those provided for in Article Ten, in accordance with item 17.2 and/or subitem 17.2.1, does not releaseComgás from any obligation pertaining to thisAgreement and may not be invoked byComgás as a reason for its termination.

B)	Termination
17.3	Termination for the User’sdefault
	After thirty (30) days have elapsed from any default by theUser referred to by item 17.1 which has not been fully cured,Comgás may unilaterally terminate thisAgreement, by sending aNoticeto that effect to theUser.

17.3.1 In the event of termination of theAgreement in accordance with item 17.3¾ the occurrence of default is evidenced, according to theAgreement, in order to give cause to said termination¾, theUser:

i. shall be obliged to pay toComgás, as the sole indemnification applicable in such case, the amount of losses and direct damages incurred byComgás, excluding any indirect damages and/or loss of profits, resulting from such termination for default, and theParties agree and determine that the amounts of the losses and direct damages incurred byComgás will include the amount of the indemnification payable byComgás to theSupplier for termination of theSupplier-Comgás Agreementin view of the termination ofthis Agreement;the total amount of such payments shall be limited to the current amount of the remainder of theAgreement calculated only based on theGasPrice - according to the regular remaining effectiveness term or one hundred and twenty (120) months, whichever is shorter, at the discount rate agreed by theParties or defined inArbitration in case theParties fail to reach an agreement on such rate, on apro rata diebasis;

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ii. shall be responsible to pay all itspendingdebt toward Comgás under this Agreement.

17.3.1.1 TheParties agree that the indemnification set forth in item 17.3.1 (i) represents the totality of indemnification that may be demanded byComgás, even if it sustain greater losses, and nothing else shall be claimed in court or out-of-court.

17.4 Termination for default byComgás

TheUsermay unilaterally terminate thisAgreement, by sending aNotice toComgás, in any one of the following situations:

i.	After thirty (30) days have elapsed from any default byComgás referred to in item 17.2 which has not been fully cured;
ii.	exception made toFortuitous Case or Force Majeure,if Comgás,without prejudice to the obligations provided for in item 9.9, fails to comply with its obligation of providing theUserwith theGas subject of thisAgreement for a term greater than sixty (60) consecutiveDaysor ninety (90) alternateDaysin each twelve (12)-Monthperiod.

17.4.1 In the event of termination of theAgreement in accordance with item 17.4 — the occurrence of default is evidenced, according to theAgreement, in order to give cause to said termination¾,Comgás:

i.

shall be obliged to pay to theUser, as the sole indemnification applicable in such case, the amounts of losses and direct damages incurred by theUser, — excluding any indirect damages and/or loss of profits-, resulting from such termination for default; the total amount of such payments shall be limited to the current amount of the remainder of theAgreement calculated only based on theGas Priceaccording to the regular remaining effectiveness term or one hundred and twenty (120) months, whichever is shorter, at the discount rate agreed by theParties or defined inArbitration in case theParties fail to reach an agreement on such rate, on apro rata diebasis;

ii.

shall remain responsible to pay all its pending debt towards theUser under thisAgreement,as well as the amount corresponding to any possible residual amount ofAmount Paid and Not Taken (APNT) ofGas, multiplied by the amount of the portion pertaining to the commodity in theGas Price(PC) in effect on the day of termination multiplied by the latestExchange Rate published before the original maturity of the respectiveCollection Documentprovided for in item 11.4.

17.4.1.1 ThePartiesagree that the indemnification set forth in item 17.4.1 (i) represents the totality of indemnification that may be demanded againstComgás, even if theUser sustain greater losses, and nothing else shall be claimed in court or out of court.

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17.5 Other Events of Termination

In addition to the events provided for in items 17.3 and 17.4, thisAgreement may be terminated by eitherParty, by sending aNotice in writing to the otherParty, in the events below:

a) with no liability whatsoever of anyParty towards the otherParty:

(i)	upon mutual agreement between theParties; or
(ii)	by the impossibility of consumption or supply ofGasunder thisAgreementor under theSupplier-Comgás Agreementas a result of anFortuitous Case or Force Majeure lasting for a continued period longer than twelve (12) months;

b) with liability of theParty that causes the termination:

i.	unilateral termination with no fault of the otherParty;
ii.	transfer, partially or totally, to any third parties of the rights and obligations arising of thisAgreement, in violation of the provisions of Article Fifteen;
iii.	in view of a relevant violation of any contractual provision that, under the terms of this Agreement, is not subject to payment by means of a Collection Document and which has not been cured within the term of ninety (90) days counted as of the receipt of Notice by the defaulting Party;
iv	in the event of termination of theSupplier-Comgás Agreement for any reason (except for the reason provided for in item (a) (ii) above), including, but not limited to, for default of either party in such agreement or by unilateral termination by any of the parties. In this case, the liability for the termination of thisAgreement will be attributed toComgás; or
v.	application for bankruptcy by any of the Parties, if any of the Parties is decreed bankrupt, application for court or out of court reorganization by any of the Parties, if said applications are not abandoned, denied or lose their efficacy, as applicable, within the time set forth in the law or within 60 (sixty) days after they are started, whichever occurs first; or
vi.	loss of the applicable licenses by any of the Parties.
To these events, analogously and as applicable, the provisions of items 17.3.1, 17.3.1.1, 17.4.1. and 17.4.1.1 shall apply.

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17.6 Default in Other Agreements

The default by eitherParty in any other agreements will not be considered as default of thisAgreement nor will cause its termination, the application of penalties of any kind or the suspension of any obligations provided for herein.

17.7 TheUseragrees and acknowledges that it is exclusively responsible for the business relationship with EnergyWorks do Brasil Ltda. or any successor or assigning party thereto, including for the gas supply and the gas quality.Comgás may only be held liable for any default in thisAgreement exclusively before theUserand subject to the limits of liability provided for herein. TheUsershall holdComgásharmless from any actions or claims filed by third parties, including, without limitation, by EnergyWorks do Brasil Ltda., grounded on the supply ofGas subject of thisAgreementor of any sub-products resulting from the supply ofGas subject of thisAgreement. TheUseralso undertakes to compensateComgás if it may be bound to pay any indemnification to any third parties, including to EnergyWorks do Brasil Ltda., as a result of such actions or claims. The amounts to be compensated by theUsertoComgás shall include all the indemnification possibly paid byComgás, as well as all the costs incurred byComgás, including attorney’s fees.

ARTICLE EIGHTEEN — NOTICES

18.1 For all legal purposes arising of theAgreement, theParties indicate below their respective domiciles, the only places where allNoticesto be made in relation to the Agreementwill be valid:

i.	Companhia de gás de são paulo – Comgás Rua das Olimpíadas, 205 – 10° andar São Paulo — SP CEP – 04551-000
ii.	Corn Products Brasil – Ingredientes Industriais Ltda Rua Paula Bueno, 2935 Mogi Guaçu — SP CEP 13841-010

18.2	Any of theParties will be entitled to change its domicile uponNotice sent to the other party with fifteen (15) days in advance of such change.
18.3	AnyNotice required or allowed, under the terms of thisAgreement, will be considered as received upon its delivery by facsimile transmission or by means of e-mail, in both circumstances, provided that it is confirmed by means of registered sending or, in case of personal delivery, at the time of its receipt.

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ARTICLE NINETEEN — DISPUTE RESOLUTION

19.1 Disputes

19.1.1

In the event of any disputes relating to the interpretation or performance of thisAgreement, prior to taking any other measure theParties shall seek a solution by consensus. To this end, eitherParty shall sendNotice to the other for theParties to meet in order to pursue such solution by consensus within no more than 30 days after receipt ofNotice, which period may be extended only by agreement between theParties. Within such period, theParties shall also agree whether the dispute involves a technical issue that should be submitted to anExpert Proceeding. If theParties so agree or if it is expressly set forth in theAgreement that the dispute must be submit to anExpert Proceeding, prompt action shall be taken for designation of anExpert pursuant to item 19.3.2.

19.1.2

If a consensus solution is not reached during the period specified in subsection 19.1.1 above or if theParties come to a consensus that the dispute does not involve a technical issue requiring submission to anExpert Proceeding, then the dispute in question shall be resolved by anArbitration Tribunal, which shall apply in the resolution of the dispute the substantive laws of Brazil (“Arbitration”).

19.2Arbitration

19.2.1	AnArbitration shall be governed, in all its procedural aspects, by the UNCITRALArbitration Rules and shall take place in the City of São Paulo. The administration of theArbitration shall be conducted by the Brazil-Canadá Commerce Chamber (BCCC).Arbitration shall necessarily be based on law, and judgment based on equity or on the general principles of law or on custom and usage shall be prohibited. In the case of a conflict between the UNCITRAL Rules and the rules contained in thisAgreement, the latter shall prevail.
19.2.2	The language utilized in theArbitration and the decision handed down in connection therewith shall be the Portuguese language.
19.2.3	TheArbitration Tribunal shall be composed of three (3) members who (i) shall have at least ten (10) years of experience in matters relating to the subject matter of theArbitration, and (ii) shall have no conflict of interest with the subject matter of theArbitration, provided further that theParties shall observe the following provisions:

i. theParty asserting the dispute (FirstParty) shall sendNotice to the otherParty (SecondParty), clearly stating the object of the dispute and informing the name of theArbitrator selected by it (FirstArbitrator);

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ii.	within thirty (30) days from receipt of theNotice mentioned above, theSecondParty shall inform to theFirstParty, also byNotice, the name of theArbitrator selected by it (SecondArbitrator). If theSecondParty fails to act within said time limit, theFirstParty may request that the President of the BCCC appoint theSecondArbitrator;
iii	within fourteen (14) days from the appointment of theSecondArbitrator, bothArbitrators shall appoint aThirdArbitrator, who shall preside over the proceedings; and
iv.	if there is no consensus as to the appointment of theThirdArbitrator, such appointment shall be made by the President of the BCCC. TheThirdArbitrator shall be proficient in the Portuguese language.

19.2.4 In the event that the UNCITRAL Rules are silent as to any procedural aspects, such omissions shall be resolved by thearbitrators by reference, in the following order, to:

a)	to Law No. 9.307/96; and
b)	to the Brazilian Code of Civil Procedure.

19.2.5	Within ninety (90)Days from commencement ofArbitration, theArbitrators shall issue a well-reasoned award (Arbitration Award).
19.2.6	TheArbitrationAward shall indicate and describe in detail the liabilities of theParties, as well as the portion of legal fees and expenses andArbitration costs awarded to eachParty. TheArbitrationAward shall be in writing and shall be binding on theParties, which specifically waive any judicial review thereof.
19.2.7	TheParties reserve the right to bring legal actions in the Brazilian courts to (a) ensure institution ofArbitration, (b) seek temporary injunctive relief for the protection of their rights prior to institution ofArbitration, provided that any such action shall not be deemed a waiver ofArbitration as the sole method for resolution of conflicts between theParties and (c) enforce any decision issued by theArbitration Tribunal, including without limitation theArbitrationAward. In any such event the courts mentioned in item 19.5 shall be the courts of competent jurisdiction.

19.3 Expert Proceeding

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19.3.1	Once theParties have agreed that a dispute is to be submitted to anExpert Proceeding under item 19.1.1 above or there is an express contractual provision establishing that a dispute must be submitted to anExpert Proceeding, the provisions listed in items 19.3.2 through 19.3.7.2 shall apply to suchExpert Proceeding.
19.3.2	Appointment of theExpert

The procedures for appointment of anExpert are as follows:

(a)	aParty wishing to submit a dispute to anExpert shall giveNotice of such intent to the otherParty, stating in detail the reasons for the dispute;
(b)	by mutual agreement, theParties shall within twenty-one (21) days from delivery of theNotice referred to in the preceding item appoint theExpert that shall be responsible for reviewing the matters under dispute;
(c)	if within the term specified in the preceding item theParties are unable to reach a consensus as to theExpert to be appointed, then theParty asserting the dispute shall, within five (5) days, request in writing that the President of the Institute of Technological Research (IPT) appoint anExpert. Such appointment shall be made within thirty (30) days from receipt of written request therefor;
(d)	eitherParty may object one time to theExpert appointed by the President of IPT. In the case of such an objection, the procedure described in letter (c) of item 19.3.2 above shall be repeated. After eachParty has exercised its right to object as aforesaid, the procedure described in letter (c) of item 19.3.2 above shall be repeated once again and theExpert appointed in this manner shall necessarily be accepted by theParties.
(e)	the terms of the instrument of appointment of theExpert shall be agreed between theExpert and theParties and shall be set forth in a writing to be executed by theExpert and theParties, provided further that theExpert and theParties shall cooperate in order to have such document finalized as soon as reasonably possible;
(f)	in the event of impediment, refusal or absence of response for a period of fourteen (14) days, a procedure for appointment of anotherExpert, should this be the wish of theParties:

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(i)	shall resume at the phase where the last name was selected;
(ii)	shall be repeated accordingly until anExpert that accepts and is able to assume his/her functions is appointed or until theParties decide to discontinue the procedure for appointment or the submission of the dispute to anExpert;

(g)	if there is a dispute between theParties over the fees to be paid to theExpert, such fees shall be determined by the President of IPT, and theParties shall necessarily abide by such determination and, except as otherwise specifically provided for herein or in a separate agreement for such purpose, the corresponding costs shall be borne equally by bothParties;
(h)	if new facts arise or are disclosed that may cast a doubt on the impartiality or qualification of theExpert with respect to the dispute, including his/her omission regarding the provision of item 19.3.3, or if anyParty finds that there is a material risk of conflict of interests that may influence the decision of theExpert, then eitherParty may within seven (7) days from the date on which it became aware of such fact, disclosure or omission, request that the President of IPT make a decision as to the removal of theExpert or not;
(i)	in his/her decision the President of IPT shall take into account any conditions which the requestingParty may wish to impose;
(j)	if the President of IPT decides to remove theExpert, he/she shall appoint a replacement. In such case the procedures specified in letters (d) to (f) above shall also be applicable with respect to the confirmation and appointment of the newExpert.

19.3.3 Qualifications of the Expert

The person to be appointed as theExpert:

(i)	shall be qualified through technical education, experience and training to issue an opinion regarding the dispute;
(ii)	shall not have a conflict of interests, before or after accepting the appointment; and
(iii)	shall not, at the time of appointment and during his activities as theExpert with regard to such dispute, hold a position as officer, head of department, employee, services provider, directly or through a third party, or consultant of eitherParty or anAffiliateCompanythereof, nor shall he/she have held or will held any such position during the three (3) years preceding or following his/her appointment asExpert.

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19.3.4 Confidentiality

All information, data or documents submitted to theExpert by eitherParty shall be deemed confidential and shall not be disclosed by theExpert to any person whatsoever, except to his employees or professional consultants, provided, however, that such disclosure shall always be subject to the provisions of item 19.3.4.1.

19.3.4.1 The employees or professional consultants of theExpert shall prior to receiving any information, data or documents referred to in item 19.3.4 above specifically undertake in writing with theExpert to maintain them on a strictly confidential basis.

19.3.5 Obligations and Prerogatives of the Expert

The obligations of theExpert shall be set forth in the instrument of his appointment, among which the following shall necessarily be included:

(i)	impartially decide the dispute, based solely upon the facts and data furnished by the PARTIES;
(ii)	decide the dispute within the time limit assigned therefor, which shall not exceed sixty (60) days from the confirmation of his appointment, excludingDays corresponding to delay in receiving information requested or answers to queries or notices given to eitherParty;
(iii)	submit in writing to theParties, prior to the expiration of the time limit established in the preceding item, a draft of the document in which he/she shall set forth his decision of the dispute, indicating the basis therefor;
(iv)	keep and ensure the confidentiality referred to in item 19.3.4;
(v)	give ten (10) days’ priorNotice to the otherParty of any meeting he/she intends to conduct with aParty, so as to enable such otherParty to attend the meeting;
(vi)	return to the submittingParty all documents (and copies thereof) submitted in connection with his/her duties, once they are completed.

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19.3.5.1	TheExpert shall disregard all information submitted to him after a period of thirty (30) days from his appointment, except for information delivered to comply with a specific request, which information shall be delivered within no more than ten (10) days from the request made by theExpert.
19.3.5.2	TheExpert shall be entitled, in addition to the rights contained in the instrument of his appointment, to request theParties to deliver any additional information he/she deems necessary for the resolution of the dispute, as well as to retain for such purpose any expert or independent consultant, subject to the determination of its fees within the reasonable limits practiced in the market.

19.3.6 Obligations and Rights of theParties

19.3.6.1 EachParty shall have, with respect to theExpert and the otherParty, the following set of obligations in connection with submission of a dispute toExpert Proceeding:

(i)	send to theExpert, within thirty (30) days from his appointment, documentation containing information necessary for the resolution of the dispute;
(ii)	make available to theExpert, within ten (10) days from the corresponding request, all additional specific information that theExpert may deem necessary to conduct his activities;
(iii)	send concurrently to the otherParty copies of the documentation containing the information referred to in the preceding two clauses;
(iv)	bear its costs for remittance of information to theExpert and the otherParty, as well as its expenses with legal counsel, consultants, witnesses, employees and other persons involved in the proceeding;
(v)	bear fifty percent (50%) of the common costs and expenses of theExpert Proceeding, which shall include:

• the fees of theExpert;

• the fees of any independent consultant called by theExpert;

• the costs of selection and appointment of theExpert, if made with the intermediation of the President of IPT;

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(vi) abide by the final decision of theExpert, except in the event of fraud or error with respect to the LAW or material facts or in the event of demonstrable inadequacy in the consideration of such facts.

19.3.6.2 The rights of eachParty include:

(i)	the right to take part in any meeting of theExpert with the otherParty, as long as it communicates to theExpert in writing that it intends to participate in such meeting within five (5)Days from the receipt of theNotice referred to in item 19.3.5(v);
(ii)	the right to comment upon or contest information sent by the otherParty to theExpert, as long as it does so in writing within fourteen (14)Days from receipt of such information; and
(iii)	specifically in respect of a dispute submitted toExpert Proceeding, the right to commenceArbitration proceedings at any time before execution of the instrument for appointment ofExpert referred to in item 19.3.2(e).

19.3.7 Other Provisions

Unless otherwise expressly agreed by theParties, if within the time limit assigned in item 19.3.5(ii) theExpert fails to submit his/her decision, then at the request of eitherParty theExpert shall be promptly removed and anotherExpert shall be appointed, whereupon the appointment procedure provided for in item 19.3.2 shall apply anew.

19.3.7.1	After a final decision is rendered, the prevailingParty shall be reimbursed by theParty prevailed upon for all documented costs incurred by the prevailingParty in connection with theExpert Proceeding.
19.3.7.2	Law 9,307 of September 22, 1996 shall apply on a supplementary basis to this section to the extent that such Law does not conflict with this section.

19.4 Tripartite Arbitration

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19.4.1 TheParties recognize that the resolution of certain claims, disputes or controversies arising out of or relating to thisAgreement may have implications for the performance bySupplier of its obligations under theComgás-Supplier Agreement; likewise, the resolution of certain claims, disputes or controversies arising out of or relating to theComgás-Supplier Agreement may have implications for the rights and obligations of theParties under thisAgreement. Accordingly, in the event of commencement of arbitration proceedings under thisAgreement, whose outcome may have implications for the rights and/or obligations ofSupplier under theComgás-Supplier Agreement, or in the event the resolution of a dispute by arbitration under theComgás-Supplier Agreement may have implications for the rights and/or obligations of theParties under thisAgreement, it is agreed that: (a) theParties and/orSupplier may consolidate in a singleTripartite Arbitration the disputes arising out of thisAgreement and the disputes arising out of theComgás-Supplier Agreement, (b) theComgás-Supplier Agreement shall confer on theUser the right to join any arbitration conducted under theComgás-Supplier Agreement that meets the requirements in this item; (c)Supplier may join anyArbitration conducted under thisAgreement that meets the requirements in this item; and (d)Comgás may require that theUser join any arbitration conducted under theComgás-Supplier Agreement that meets the requirements in this item (each a “Tripartite Arbitration”).

19.4.2 In the event arbitration is commenced under theComgás-Supplier Agreement,Comgás shall giveNotice of such fact to theUser within no more than 5 days from such commencement. In such case or in the case ofArbitration instituted under item 19.1.2 hereof, theParties shall within no more than sixty (60) days from request forArbitration confirm institution ofTripartite Arbitration. In the event theParties decide to consolidate arbitrations and in the event theParties andSupplier join aTripartite Arbitration, theParties shall abandon any separate arbitration then pending whose subject matter is encompassed by suchTripartite Arbitration and shall assert any and all claims and counterclaims with regard to their dispute(s) in suchTripartite Arbitration, in keeping with the procedures established for suchTripartite Arbitration.

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19.4.3	In the event theParties andSupplier are unable to come to a consensus as to institution ofTripartite Arbitration within the period mentioned in item 19.4.2 above, then theParties andSupplier shall refer the matter to BCCC. After five (5) days have elapsed from expiry of the period mentioned in item 19.4.2 above, theParties andSupplier shall submit in writing to BCCC their defenses and answers, as the case may be, with respect to institution ofTripartite Arbitration. Within five (5) days from receipt of the defenses or answers of theParties, BCCC shall appoint a soleArbitrator to resolve the dispute. Within three (3) days, theParties andSupplier shall confirm the appointment of theArbitrator or shall repudiate such appointment solely on the basis of item 19.2.3. Should aParty orSupplier so repudiate, BCCC shall appoint a newArbitrator that meets the requirements in subitem 19.2.3 within three (3) days from receipt of repudiation by suchParty orSupplier. Once appointment of theArbitrator is confirmed, he or she shall within no more than fifteen (15) days make a decision as to the conduct ofTripartite Arbitration, which decision shall necessary cover the following points: (i) whether the conflict involves common factual and legal matters or, alternatively, whetherSupplier holds information necessary for resolution of the conflict or the solution to be adopted, (ii) in the case ofArbitration requested or commenced under thisAgreement, whether the conflict involves contractual rights or obligations ofSupplier warranting its joining the proceedings or, alternatively, in the case of arbitration requested or commenced under theComgás-Supplier Agreement, whether the conflict involves contractual rights or obligation of theUser warranting its joining the proceedings, (iii) whether aParty shall be adversely affected by institution ofTripartite Arbitration, and (iv) if separation of the disputes may pose a risk that conflicting decisions be rendered as regards thisAgreement and theComgás-Supplier Agreement.
19.4.4	Tripartite Arbitration shall be conducted by five (5) arbitrators, theUser to appoint the firstArbitrator,Comgás to appoint the secondArbitrator andSupplier to appoint the thirdArbitrator within thirty (30)Days after receipt ofNotice confirming initiation ofTripartite Arbitration. The two (2) remainingArbitrators shall be appointed by mutual agreement as among theArbitrators appointed by theParties andSupplier. If aParty orSupplier fails to appoint itsArbitrator, such appointment shall be made by BCCC in keeping with the criteria set forth in subitem 19.2.3(iv).
19.4.5	Decisions rendered inTripartite Arbitration proceedings shall produce uniform effects on thisAgreement and on theComgás-Supplier Agreement.
19.4.6	To the extent not inconsistent with the terms of item 19.4 and its subitems, the terms and conditions set forth in Item 19.2 shall apply toTripartite Arbitration, including as regards applicable rules and regulations, place ofArbitration and effects of theArbitration AWARD.

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19.5 Jurisdiction

TheParties elect the courts sitting in the City of São Paulo, State of São Paulo, to settle any issues arising out of thisAgreement that cannot be resolved throughArbitration as a result of an express law provision, to the exclusion of any other courts, no matter how privileged they may be.

19.6 Applicable Law

ThisAgreementwill be ruled and construed under the laws of the Federative Republic of Brazil.

ARTICLE TWENTY- GENERAL LIMIT OF LIABILITY

Except in the case provided in item 17.4.1, for which case there is a specific liability limit, theParties hereby agree that, in no event whatsoever, the totality of payments to be made byComgásto theUser,as a result of penalties and/or indemnification under the terms of thisAgreement, shall exceed, during the whole effectiveness of thisAgreement, the total maximum limit corresponding to six point five percent (6.5%) of the amount of theAgreement, determined by the following formula:

IL= K x 0.065 x DCA x N x GP, where

IL	-	is the maximum limit of payments to be made byComgás;
DCA	-	is theDaily Contracted Amount;
N	-	is the number of days of effectiveness of theAgreement,calculated as of the execution date of theAgreement up to the final date set forth in item 13.1;
GP		is theGas Pricein force on the date of occurrence of each event of payment converted toReais perCubic Meterat theReference Conditionsaccording to theExchange Rateof the last business day of theMonth of payment of a certain indemnification.
K	-	Is the percentage of use of the IL, which shall vary from 0 to 1, and, on the execution date of thisAgreement, shall correspond to 1. At each payment made byComgásfor penalties and/or indemnification, under the terms of thisAgreement, a new K factor shall be determined by the reduction of (i) the percentage corresponding to such payment in relation to the value 0.065 x DCA x N x GP from the (ii) previous K factor.

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ARTICLE TWENTY-ONE – AMENDMENT

ThisAgreementand the Annex hereto may not be amended unless by a written instrument signed by bothParties

ARTICLE TWENTY-TWO — ANNEXES

The annex to thisAgreement, which is an integral part hereof, is the following document: Annex 1 –Gas Price.

ARTICLE TWENTY-THREE – CONTRACTUAL AMOUNT

ThisAgreementis ascribed the amount of R$ 560,060,513.77 (Five hundred and sixty million, sixty thousand, five hundred and thirteen reais and seventy seven cents), equivalent to US$ 231,803,532.04 (Two hundred and thirty one million, eight hundred and three thousand, five hundred and thirty two dollars and four cents) on June 16, 2005. Given the nature of thisAgreement, the amount indicated is estimate, not including the adjustments provided for contractually, as well as taxes of any kind, nor it will be applicable to any provision of this instrument.

ARTICLE TWENTY-FOUR – AGREEMENT OF THE PARTIES

TheParties express their agreement to the full contents of theAgreement, binding themselves to faithfully and strictly comply with it. IN WITNESS WHEREOF, they execute in the city of São Paulo, State of São Paulo, four (4) counterparts of a single tenor and contents and for a single effect, on January 21, 2006.

COMPANHIA DE GÁS DE SÃO PAULO — COMGÁS:

(sgd.)Paulo César Nunes de Souza
Logistics and Human Resources Officer (sgd.)André Lopes de Araújo
Industrial Market, VNG and Great
Commerce Officer

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CORN PRODUCTS BRASIL – INGREDIENTES INDUSTRIAIS LTDA.

(sgd.)Gilberto Sabatini Affonso
Finance and Administration Officer (sgd.)Alberto Yoshio Nakata
Attorney

§ WITNESSES:

(sgd.)Carlos Edgard Montagna
Tax ID(CPF):070,846,528-50 (sgd.)José Wagner Rodrigues da Silva
Tax ID(CPF): 063,391,588-20

A N N E X 1

GAS PRICE

I)Definition and Composition

TheGas Priceat theDelivery Point (GP)shall be comprised of the sum of two portions: one pertaining to theCommodity(PC) and other pertaining to Transportation (PT), according to their respective amounts at each time, so thatGP = PC + PT.

I.1)Base Price:

In relation to the month of April 2000, the amounts of the portion pertaining to theCommodity (PC_B)and the portion pertaining to Transportation (PT_B) on cash and with no taxes,are as follows:

§	PCB — US$ 1.101/MMBTU
§	PTB — US$ 1.374/MMBTU,

So that the baseGas Price (GP_B) amounts to US$ 2.475/MMBTU, to be converted intoReais as per I.4.

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I.2)Price atCommercial Supply Start-up

At theCommercial Supply Start-up, the portions comprising theGas Price¾ for effectiveness up to the last day of the month preceding the first anniversary of theCommercial Supply Start-up¾ shall be calculated by the application of the following formula:

§	PCi = PCB x	PPI1	i
		PPI0
§	PTi = PTB x	PPI1	, where:
		PPI0

PCi	-	Is the amount of the portion pertaining to thecommodityat theCommercial Supply Start-up;
PTi	-	Is the amount of the portion pertaining to Transportation at theCommercial Supply Start-up;
PPI1	-	Is theProducer Price Index,Industrial Commoditiespublished by theU.S. Department of Labor, Bureau of Labor Statistics related to the month preceding the month of theCommercial Supply Start-up;
PPI0	-	Is theProducer Price Index, Industrial Commoditiespublished by theU.S. Department of Labor, Bureau of Labor Statistics related to the month of March 2000.

I.3)Annual Readjustments

On an annual basis, on the first day of the month of anniversary of theCommercial Supply Start-up, the portions comprising theGas Price¾ for effectiveness for a period of twelve (12) months¾ shall be readjusted as follows:

§	PCi = PCB x	PPIi	,
		PPI0
§	PTi = PTB x	PPIi	,
		PPI0

Where:

PCi	-	Is the amount of the portion pertaining to thecommodity adjusted and applicable to each twelve (12)-month period;
PTi	-	Is the amount of the portion pertaining to Transportation adjusted and applicable to each twelve (12)-month period

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PPIi	-	Is theProducer Price Index,Industrial Commoditiespublished by theU.S. Department of Labor, Bureau of Labor Statistics related the month preceding the adjustment month;
PPI0	-	Is theProducer Price Index, Industrial Commoditiespublished by theU.S. Department of Labor, Bureau of Labor Statistics related to the month of March 2000;

I.4) The amounts of each portion previously defined shall be converted from US$/MMBTU to R$/MMBTU through theExchange Rateof the day preceding the maturity day of the invoice pertaining to the gas supply.

II)Taxes, Contributions and Liens

Each portion previously defined shall be added by the taxes, contributions (including PIS/PASEP and COFINS) and other liens on which they are levied or shall be levied.

III)Criteria for Rounding up and Decimal Places

In the calculations of prices stated in this annex, four (04) decimal places shall be used for all prices, portions and indexes participating in those calculations. The rounding up criteria shall be the mathematics criteria, i.e.:

— If the fifth decimal place ranges from 0 through 4, the fourth place shall maintain its value;

— If the fifth decimal place ranges from 5 through 9, the fourth place shall be added a unit.