AMENDMENT3/POTENCY RESERVE & POWER SUPPLY CONTRACT



 




Exhibit 10.12


	 	 	Addendum No. 03 to the Contract of Potency Reserve
and Supply of Electric Power, executed by and
between Companhia Hidro Elétrica do São Francisco
 - CHESF and Trikem S/A, on 06/02/1998.





COMPANHIA HIDRO ELÉTRICA DO SÃO FRANCISCO, operator of electric power public
services, established in the City of Recife, State of Pernambuco, at Rua
Delmiro Gouveia number 333, District of Bongi, enrolled in the Taxpayers’
General Registry of the Ministry of Finance under number 33 541 368/0001-16 and
in the Fiscal Registry of the State of Pernambuco under number 18 1 001
0005584-6, hereinafter referred to as CHESF, and TRIKEM S/A, with its
industrial facilities in the Municipality of Maceió, State of Alagoas, enrolled
in the Taxpayers’ General Registry of the Ministry of Finance under number 13
558 226/0013-98 and in the Fiscal Registry of the State of Alagoas under number
240 07111-5, hereinafter referred to as CONSUMER, the parties being represented
by their Directors who signed “in-fine”, have mutually adjusted this ADDENDUM
TO THE CONTRACT OF POTENCY RESERVE AND SUPPLY OF ELECTRIC POWER, according to
the following clauses:



	 	 	 
	1st CLAUSE

	 	The subject matter of this addendum is to set forth the
replacement of demand corresponding to the “Compensation of the electric
energy block that was not consumed by TRIKEM-UCS-AL during the scheduled
stoppage for maintenance in the period from 09/22/99 through 09/28/99, as
follows:








	.	 	During the replacement period, from 00:00h of
02/01/2000 through 24:00h of 02/04/2000, for both peak and out
of peak segments, the following conditions are agreed:
	 
	1.	 	Consider the demand amounts, contracted for both
peak and out of peak segments, at the present amount, which is
165,000 kW.
	 
	2.	 	The tolerance for calculating the excess demand
is 5% (five percent) of the contract’s value for both peak and
out of peak segment, and corresponds to 8,250 kW.
	 
	3.	 	For the replacement period, TRIKEM-UCS-AL’s
consumption history will be observed, where it is verified the
demand record close to the 5% limit over the contract.
	 
	4.	 	The demand amount measured, or equivalent, up to
the limit of 173,000 kW (value historically practiced, updated
to the new value of the contract) will be considered as firm
demand for billing purposes both segments.
	 
	5.	 	The demand amount measured, or equivalent, in
excess of 173,000 KW, up to the limit of 178,000 KW, will be
deemed to be replacement demand, which will not be billed.
	 
	6.	 	The demand amount measured, or equivalent, in
excess of 178,000 KW, up to the limit of 178,250 KW, will be
considered as firm demand for billing purposes.
	 
	7.	 	If the limit of 178,250 KW (contract demand plus
replacement demand plus tolerance limit) is exceeded, the
demand amount measured, or equivalent, in excess of 170,000 KW
(contracted demand plus replacement demand) will be considered
as excess for billing purposes.
	 
	8.	 	The consumption effectively measured, or
equivalent, will be considered as




 









 













	 	 	firm for billing purposes.
	 
	9.	 	In the case of operational restrictions, CHESF
might request the return of demand to the contract’s level,
without such event implying in postponement of this addendum,
or any other kind of compensation by CHESF.
	 
	.	 	During the replacement period, from 00:00h of
02/05/2000 through 24:00h of 02/29/2000, for both peak and out
of peak segments, the conditions described below are agreed:
	 
	1.	 	Consider the demand amounts contracted for both
peak and out of peak segments, in the amount of 170,000 kW.
	 
	2.	 	The tolerance for calculating the excess demand
is 5% (five percent) of the contract’s value for both peak and
out of peak segment, and corresponds to 8,500 kW.
	 
	3.	 	For the replacement period, TRIKEM-UCS-AL’s
consumption history will be observed, where it is verified the
demand record close to the 5% limit over the contract.
	 
	4.	 	The demand amount measured, or equivalent, up to
the limit of 173,000 kW (value historically practiced, updated
to the new value of the contract) will be considered as firm
demand for billing purposes both segments.
	 
	5.	 	The demand amount measured, or equivalent, in
excess of 173,000 KW, up to the limit of 175,500 KW, will be
deemed to be replacement demand, which will not be billed.
	 
	6.	 	The demand amount measured, or equivalent, in
excess of 175,500 KW, up to the limit of 181,000 KW, will be
considered as firm demand for billing purposes.
	 
	7.	 	If the limit of 181,000 KW (contract demand plus
replacement demand plus tolerance limit) is exceeded, the
demand amount measured, or equivalent, in excess of 172,500 KW
(contracted demand plus replacement demand) will be considered
as excess for billing purposes.
	 
	8.	 	The consumption effectively measured, or
equivalent, will be considered as firm for billing purposes.
	 
	9.	 	In the case of operational restrictions, CHESF
might request the return of demand to the contract’s level,
without such event implying in postponement of this addendum,
or any other kind of compensation by CHESF.





	 	 	 
	2nd CLAUSE

	 	The other clauses in the contract hereby appended, remain
unchanged with respect to all provisions that do not expressly or
implicitly are conflicting herewith.







Being thus agreed, the parties sign this instrument on 3 (three) copies of
equal content and configuration, in the presence of the witnesses indicated.



Recife, January 31, 2000




COMPANHIA HIDRO ELÉTRICA DO SÃO FRANCISCO — CHESF




	 	 	 
	
 

	 	
 
	(Signed by)

Mozart de Siqueira Campos Araujo,

	 	(Signed by)

Paulo de Tarso da Costa,







 









 






	 	 	 
	Director President

	 	Operations Director







TRIKEM S/A.




	 	 	 
	
 

	 	
 
	(Signed by)

OSVALDO URDANIZ DEIRO,

Director

	 	(Signed by)

JOÃO CARLOS BRASIL FEIJÓ,

Director
	 
	 	 







	 	 	 
	WITNESSES:
	 	 
	 
	 	 
	
 

	 	
 
	(Signed by)

Ricardo de Maya Gomes Simões,

	 	(Signed by)

João Henrique de Araújo Franklin Neto