1ST AMEND TO NAPHTHA & GAS OIL PURCHASE & SALE CON



 





EXHIBIT 10.07




	 	 	 
	 

	 	Amendment Number 1 to the Private
Instrument of Sale of Naphtha and
Gasoil between Petróleo Brasileiro
S.A. - Petrobrás and Copene -
Petroquímica do Nordeste S.A.






Petróleo Brasileiro S.A. - Petrobrás, Part Public Part Private Company, with
head office in this City, located at Av. República do Chile, number 65, 19th
floor, enrolled in the General Taxpayers’ Register under number
33.000.167/0001-01, hereinafter named Petrobrás, represented by its undersigned
legal representative and Copene - Petroquímica do Nordeste S.A., with head
office in the City of Camaçari, Bahia State, enrolled in the General Taxpayers’
Register under number 42.150.391/0001-70, hereinafter named Buyer, represented
by its undersigned legal representatives;



Whereas Buyer is enlarging its production capacity of basic petrochemical
products in its Petrochemical Complex installed in the City of Camaçari, Bahia
State, according to the National Petrochemical Program 1987/1995 and will need
to increase its consumption of raw materials;



Whereas Petrobrás might install in Landulpho Alves Refinery (LAR) in the City
of Mataripe, State of Bahia, an unit of mild hydrocracking (MHC), which
generates among other by-products hydrocracked vacuum gasoil (HVGO);



Whereas Buyer will have flexibility to process naphtha, gasoil and HVGO after
the enlargement;



Whereas the former National Petroleum Agency, through the resolution CNP DIPLAN
number 301/90 dated January 04, 1990, authorized Petrobrás to supply naphtha
and gasoil to the Buyer according to certain conditions;



Whereas the supply of naphtha or gasoil to the Buyer shall be made with
national product or, if necessary, imported product, at the discretion of
Petrobrás;



Whereas the necessity to adequate the agreement for sale of naphtha and gasoil
executed between the parties in June 22, 1978 to the modem nouns adopted by
Petrobrás regarding the sale of petrochemical raw materials;



The parties hereby agree to execute this Amendment to alter and include clauses
and conditions to the mentioned agreement, in the form below:



CLAUSE 1 - Object.





	1.1	 	Petrobrás agrees to sell and deliver to the Buyer, on a non-exclusive
basis, during the term established in Clause 8, and the Buyer agrees to
buy and receive from Petrobrás, for use as raw material only, at its
petrochemical plant installed in the City of Camaçari, naphtha and gasoil
in the quantities and characteristics described in Clauses 2 and 3,
observed all other conditions of this instrument.




 









 






	1.2	 	In the event Petrobrás, at its own discretion, install at LAR the MHC
Unit, Petrobrás will be entitled to supply HVGO instead of the naphtha
that will be consumed at Buyer’s new units, and the clauses for the supply
of HVGO shall be determined through a contractual amendment to be executed
at the time of the supply.
	 
	1.3	 	Buyer agrees not to sell, assign or in any other form, transfer to third
parties the naphtha and gasoil acquired from Petrobrás, limiting itself to
use it as raw materials with the intention to meet Buyer’s own industrial
needs.





CLAUSE 2 - Quantities.





	2.1	 	The maximum and minimum quantities of naphtha and gasoil to be supplied
in a uniform manner through each contractual year by Petrobrás to the
Buyer, according to Clause 1, in a non exclusive basis, are determined by
the table below:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Period	 	Q U A N T I T I E S (thousands of m3/year)
	 	 	N A F T A	 	G A S O I L
	 	 	min.	 	max.	 	min.	 	max.
	after March 1992
	 	 	4,010	 	 	 	5,012	 	 	zero	 	 	891	 
	1993
	 	 	4,010	 	 	 	5,012	 	 	zero	 	 	891	 
	1994
	 	 	4,296	 	 	 	5,370	 	 	zero	 	 	891	 








	 	2.1.1	 	The monthly minimum quantitative limit of both raw materials
shall be agreed upon by Petrobrás and Buyer during the period of
pre-operation and initial phase of the units to be enlarged by the
Buyer; although such period shall not exceed, in any hypothesis, 120
days.
	 
	 	2.1.2	 	Buyer may consume up to 18,900 m3/day of naphtha after the
enlargement of its units, as determined by the former National
Petroleum Agency, through its resolution CNP DIPLAN number 301/90
dated January 04, 1990, and the supply of the total maximum quantity
shall be determined by a contractual agreement which shall be
executed at the time of such supply.
	 
	 	2.1.3	 	The quantities which shall be consumed after 1994 shall be
communicated in written form by the Buyer until September 30, 1993,
in a manner that Petrobrás may program the supply of such quantities
with the necessary antecedence.






	2.2	 	Buyer shall forward to Petrobrás in written form, until September 30 of
each year, its prediction of consumption of naphtha and gasoil for the
next year, in a manner that allows Petrobrás to make possible the
fulfillment of such a prediction and its other obligations related to the
national supply of petroleum derivatives.






	 	2.2.1	 	A variation of more or less 10% per year in the annual
quantity above mentioned shall be permitted, and shall not result in
the penalties described in 11.1 and 11.2, observed the limits in
2.1.




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	2.3	 	Buyer shall inform in written form, until the 1st day of each month, the
monthly quantities of naphtha and gasoil that it wants to receive in the
next six months, being allowed the following maximum variations, except
that after the variations of the 2nd and the 3rd month are applied to
certain month, no other variations shall apply, in what regards the figure
for such month:





	 	 	 	 	 
	1st month:

	 	fixed (no variation)

	2nd month:

	 	 	10	%
	3rd month:

	 	 	10	%
	4th month:

	 	free variation

	5th month:

	 	free variation

	6th month:

	 	free variation









	 	2.3.1	 	In the event Buyer applies the above variations to the third
month, such monthly variation shall be considered fixed and may not
be changed by the next six-month prediction.
	 
	 	2.3.2	 	The absence or delayed notice shall entail the supply of the
quantity informed in the previous month, and the penalties described
in Clause 11 shall not be applicable to Petrobrás.
	 
	 	2.3.3	 	If Buyer does not withdraw the predicted quantities for a
certain month, Petrobrás shall have no obligation to supply the
amounts not withdrawn in any subsequent month, and the penalties
described in Clause 11 shall not apply.






	2.4	 	If Buyer does not withdraw the annual quantities of naphtha and gasoil
established in 2.2.1, the dispositions of 11.1 shall be observed, and
Petrobrás shall have no obligation to supply the amounts not withdrawn in
any subsequent year.






	 	2.4.1	 	If Buyer does not withdraw the annual quantities of naphtha
and gasoil established in 2.2.1, the dispositions of 11.2 shall be
observed, and Petrobrás shall have no obligation to supply the
amounts not withdrawn in any subsequent year.






	2.5	 	If the quantities requested by the Buyer exceed the maximum yearly limit
established in 2.1, Petrobrás shall endeavor to supply the increased
quantities, but Petrobrás shall have no obligation to do so.
	 
	2.6	 	Petrobrás may, at its discretion and observing the provisions of 2.4 and
2.5 and the quantities established in 2.2.1, substitute the supplied raw
materials, through previous written notice of 120 days when it happens for
the first time and 60 days afterwards.






	 	2.6.1	 	The predicted consumption of gasoil shall be limited to the
plant in operation as of this date, once such raw material may not
be used in the new units of Buyer.




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	 	2.6.2	 	Petrobrás may, at its discretion and observing the
provisions of 2.4 and 2.5, substitute the supply of gasoil and
naphtha for naphtha partially or totally, as long as Petrobrás
undertakes to supply additionally up to 300 cubic meters per month
of gasoil type LCO.
	 
	 	2.6.3	 	The total substitution of gasoil for naphtha will be allowed
only if it does not diminish the capacity of the Buyer to fulfill
its agreements for the supply of petrochemical products from March
1992.





CLAUSE 3 - Technical Characteristics.





	3.1	 	The naphtha to be supplied by Petrobrás to the Buyer will be a
desbutanized naphtha of full range (full range), obtained by direct
distillation, non desulfurized.






	 	3.1.1	 	Until the volume of 100,000 m3/month the supply of naphtha
shall be made in accordance with the Guaranteed Values of Annex I of
this Amendment. For supplies that exceed such limit, the Guaranteed
Values of Annex II of this Amendment shall be observed.






	3.2	 	Petrobrás shall endeavor in a manner that the supply of naphtha and
gasoil observes the Desirable Values found in Annexes I, II and III.
	 
	3.3	 	The gasoil supplied by Petrobrás to Buyer shall be a gasoil of full
range, obtained by direct distillation, which typical characteristics are
found in Annex III of this Amendment.
	 
	3.4	 	Once Petrobrás is forced to utilize, due to contingencies of the
international market, different types of petroleum, with consequent
variations in the characteristics of its derivatives, it shall not incur
in the penalties described in Clause 11 due to the non observance of the
technical characteristics found in Annexes I, II and III.
	 
	3.5	 	If Buyer finds that such products are unsuitable for use in its units, it
may refuse to accept such products, justifying in written form the reasons
for the refusal, and it shall not incur in the penalties described in
Clause 11, but Petrobrás will not be obliged to substitute the refused
quantities, neither will it be obliged to indemnify Buyer.





CLAUSE 4 - Form of Delivery, Transfer of Proprietorship and Billing.





	4.1	 	The delivery of the volumes of naphtha and gasoil to Buyer is an
exclusive responsibility of Petrobrás. The naphtha and gasoil shall be
considered delivered to the Buyer, having its proprietorship changed,
according to the supply sources described below:






	 	4.1.1	 	Whenever the supply of naphtha and gasoil nationally
produced is originated from coastwise shipment and whenever it is
imported, the proprietorship of naphtha




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	 	 	 	and gasoil shall be transferred to Buyer when it passes the
connecting flange between the unloading hoses of the ship and of
the unloading terminal.
	 
	 	4.1.2	 	Whenever the supply of naphtha and gasoil is originated from
the local refinery, through pipe-line, the products shall be
considered Buyer’s property, when they are downstream of point A of
the refinery.
	 
	 	4.1.3	 	Buyer shall bear all risks and losses of naphtha and gasoil
after the transfer of proprietorship, as established in 4.1, 4.1.1
and 4.1.2.
	 
	 	4.1.4	 	Buyer undertakes to start receiving naphtha and gasoil
transported by ship, originated from coastwise shipment or
importation, through Aratu Terminal, 120 days before the beginning
of the enlargement of LAR.






	 	4.1.4.1	 	In the event Petrobrás observes the occurrence of
operational problems in the Almirante Alves Câmara Marítimo
Terminal (TEMADRE), after the commencement of the enlargement
of Buyer’s production capacity, Buyer undertakes to start
receiving of the products mentioned in 4.1.4 through the Aratu
Terminal within 24 months after Petrobrás’ written notice, and
the commencement of such delivery shall not occur before
January 1, 1995.
	 
	 	4.1.4.2	 	In the event Buyer does not observe the terms indicated in
4.1.4 and 4.1.4.1, Petrobrás shall have the right to suspend,
in whole or in part, this Amendment until Buyer is ready to
operate Aratu Terminal, and Petrobrás shall not incur the
penalties described in Clause 11.






	4.2	 	When the payment forms described in 6.13 until 6.17 will be adopted, the
delivery of the volumes of naphtha and gasoil to the Buyer shall have the
following billing points, according to the source of supply:






	 	4.2.1	 	The billing of the Buyer shall be made by the quantities
verified in the unloading, when it regards naphtha and gasoil of
national production originated from coastwise shipment and imported
naphtha and gasoil.
	 
	 	4.2.2	 	The billing of the Buyer shall be made through the lines, or
from the tanks of the refinery in case of failure in the line
measuring equipment, whenever the naphtha and gasoil are originated
from the local refinery.





CLAUSE 5 - Prices and Its Reviews.





	5.1	 	For the naphtha and gasoil produced or imported by Petrobrás and supplied
to the Buyer, in the delivery point defined in 4.1, Buyer shall pay to
Petrobrás the amount equivalent to the sum of the following payments:




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	 	5.1.1	 	The billing prices, for immediate payment, of the products
classified as “Naphtha for the Petrochemical Industry” and “Gasoil
for the Petrochemical Industry” or any other classification
established by the National Fuel Department for these products,
added to all taxes accrued on the operation, as determined by the
National Fuel Department or any other public entity that may
substitute it. Such prices shall be reviewed whenever the
responsible governmental entity promotes its revision.
	 
	 	5.1.2	 	Until the volume of 9,000 m3/day, the tariff for the usage
of pipe-line for transportation of the products between “point A” of
LAR and the limit of the tanks of the Raw Material Facility of
Buyer, duly approved by the National Fuel Department or any other
department that substitutes it. Such tariff shall be reviewed
periodically by Petrobrás and its renewals shall be valid after the
approval of the National Fuel Department. Petrobrás shall inform
Buyer of all tariff renewals, whenever they are approved by such
Department.
	 
	 	5.1.3	 	For the volume that exceeds 9,000 m3/day it shall be applied
the dispositions of the covenant executed between Petrobrás and
Buyer, with the participation of the National Petroleum Agency,
dated December 04, 1990, in accordance with Resolution CNP 1/77
approved in the 344 S.E of January 18, 1977 of the former National
Petroleum Agency and published in the D.O.U. of February 10, 1977.






	5.2	 	In the event the prices indicated in 5.1.1 cease to be established or
approved by the National Fuel Department, or any other department that
substitutes it, the parties shall renegotiate the conditions of this
Amendment, and the new covenants shall be in force as of the date the
National Fuel Department ceased to establish such prices.





CLAUSE 6 - Method of Payment.





	6.1	 	The billing by Petrobrás of naphtha and gasoil to the Buyer shall be made
in accordance with the conditions and terms described in 6.4 to 6.11.
Though, Petrobrás may practice the billing method of immediate payment
according to 6.3, in the event the dispositions of 6.2 and 6.2.1 are not
observed.
	 
	6.2	 	Whenever requested, Buyer undertakes to present all documents necessary
to evaluate its financial-economic performance, in accordance with the
criterion used by Petrobrás.






	 	6.2.1	 	In the event the result of such evaluation indicates
appropriate, Buyer undertakes to furnish Petrobrás with the
necessary guarantees to support the supply of naphtha and gasoil
with deferred payment.




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Conditions of Sale with immediate Payment





	6.3	 	Buyer shall deposit previous to the deliveries, in favor of Petrobrás,
the amounts calculated from the predicted quantities of naphtha and gasoil
to be supplied, in each period of 7 days.






	 	6.3.1	 	The deliveries shall be made upon issuance of the Sales
Receipt for Immediate Payment with the current pricing as of the
date the product starts to be delivered in accordance with the
dispositions of Clause 5.
	 
	 	6.3.2	 	In the event the nominal value of the previous deposit
carried out by the Buyer, as described in 6.3, is inferior to the
value of the immediate payment billings carries out in the period of
7 days, Buyer shall immediately make another deposit, in the amount
and in the date informed by Petrobrás.
	 
	 	6.3.3	 	At the end of each month, Petrobrás shall sum the amounts of
the deposits carried out in accordance with 6.3 and the value of the
bills issued in such month, both values monetary restated to a same
date by the variation of the Reference Index of Daily Interest
(TRD), or other index that may substitute it during the month, and
the values ascertained shall be compared. In the event there is a
discrepancy in favor to the Buyer, Petrobrás shall credit to the
Buyer such discrepancy in the first weekday after such value
equalization date. In the event there is a discrepancy in favor to
Petrobrás, the Buyer shall pay such discrepancy to Petrobrás in the
first weekday after such value equalization date.





Conditions of Sale with Deferred Payment (Pro-Rata)





	6.4	 	Petrobrás shall calculate monthly the quantity corresponding to the
daily-measure by dividing the quantities of naphtha and gasoil, previously
agreed upon according to 2.3, by the number of days of the correspondent
month.
	 
	6.5	 	Petrobrás shall issue against Buyer at each delivery, a Sales Receipt for
Deferred Payment correspondent to the quantities of naphtha and gasoil
ascertained according to Clause 7. The term for payment shall be the one
indicated in 6.8.






	 	6.5.1	 	The Sales Receipt for Deferred Payment mentioned in 6.5
shall be issued by the price established in Clause 5, added the
current financial burdens for sale with deferred payment that
Petrobrás is charging in the occasion of the delivery of the
products.






	6.6	 	In the event the delivered quantities ascertained at the end of each
month are inferior to the quantities of naphtha and gasoil previously
agreed in accordance with 2.3, Buyer shall make a deposit in cash in a
bank account to be indicated by Petrobrás, on the 7th day of the following
month.




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	 	6.6.1	 	The deliveries carried out on the 7th day of each month or
afterwards, shall be billed as of for immediate payment up to the
limit of the deposit indicated in 6.6.
	 
	 	6.6.2	 	The billings with deferred payment of the measure destined
for the next month shall be initiated on the 1st day of the month,
and it shall be suspended for the number of days in which billing
for immediate payment, as mentioned in 6.6.1, is being carried out.






	6.7	 	At the end of each month, Petrobrás shall sum the amounts and the volumes
of the bills issued during such month, including the deposit mentioned in
6.6, if any, with the value that would be obtained by the daily billing of
the daily-measure, observed prices and financial burdens current each day,
both duly monetary restated to the 15th day of the following month by the
variation of the Reference Index of Daily Interest (TRD), or any other
index agreed upon by the parties.






	 	6.7.1	 	In the event the quantities delivered during the month
exceed the quantities previously ascertained in accordance with 2.3,
time daily-measure shall be substituted, for the purpose of the
calculation indicated in 6.7, by the amount resulting from the
division of the quantity effectively delivered by the number of days
of the month.
	 
	 	6.7.2	 	In the event the discrepancy found according to 6.7 is in
favor of the Buyer, Petrobrás shall issue a Note of Credit in the
amount of the discrepancy for deposit on the 20th day of the month,
added the financial burden for sale with deferred payment charged in
such occasion, equivalent to an increase of 5 days in the term,
minus the amount correspondent to the sales tax (ICMS).
	 
	 	6.7.3	 	In the event the discrepancy found according to 6.7 is in
favor of Petrobrás, it shall be issued a Complimentary Sales Receipt
against Buyer in the amount of the discrepancy for deposit on the
20th day of the month, added the financial burden for sale with
deferred payment charged on such occasion, equivalent to an increase
of 5 days in the term, appointing the amount of the correspondent
sales tax (ICMS).






	6.8	 	The payment of the invoices issued by Petrobrás shall be carried out in
the current shortest term for payment of supplies of petrochemical raw
materials supplied to the Petrochemical Facilities by Petrobrás.
	 
	6.9	 	The overdue payments shall be subject to the financial burdens calculated
“pro-rata tempore” according to 1% per month of interest plus the
variation, between the due date and the date payment was effectively made,
of the average financial burdens adopted by the market in such period.




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	6.10	 	The lateness in the payment of any bill by the Buyer shall give Petrobrás

the right to suspend the sale with deferred payment independently from any
warning, and the supply may continue to occur upon previous deposit of the
amounts involved, at Petrobrás’ discretion, without prejudice to the
provisions of Clause 11.
	 
	6.11	 	The Buyer may refute the bills within 3 days after receiving them in the
case of errors. In such event, the parties shall take all necessary steps
to correct such errors until the due date of the bills, without prejudice
to the term established in 6.8 for payment of the owed amounts.
	 
	6.12	 	In the event the payment method described in 6.3 until 6.11 does not
seems adequate to the interests of either party, the party found in
prejudice may negotiate with the other, with 30 days in advance, the
implementation of the paying methods defined from 6.13 to 6.17.






	 	6.12.1	 	Until the system that allows the billing “pro-rata” is detailed,
to which Buyer undertakes to participate in its implementation, the
conditions for payment defined from 6.13 to 6.17 shall apply.





Conditions of Sale with Deferred Payment (Upon-Delivery)





	6.13	 	The billing of the Buyer by Petrobrás shall be executed immediately after
each delivery, according with the quantities furnished by Petrobrás, which
shall be determined according to 4.2.1 and 4.2.2.






	 	6.13.1	 	The Sales Receipt of each delivery shall be issued by the price
determined in Clause 5 added the financial burdens that Petrobrás is
charging at the time of delivery.






	6.14	 	The payment of the invoices issued by Petrobrás shall be carried out in
the current shortest term for payment of supplies of petrochemical raw
materials supplied to the Petrochemical Facilities by Petrobrás.
	 
	6.15	 	The overdue payments shall be subject to the financial burdens calculated
“pro-rata tempore”, according to 1% per month of interest plus the
variation, between the due date and the date payment was effectively made,
of the average financial burdens adopted by the market in such period.
	 
	6.16	 	The lateness in the payment of any bill by the Buyer shall give Petrobrás
the right to suspend the sale with deferred payment, independently from
any warning, and the supplies may continue to occur upon previous deposit
of the amounts involved, at Petrobrás’ discretion, without prejudice to
the provisions of Clause 11.
	 
	6.17	 	The Buyer may refute the bills within 3 days after receiving them in case
of errors. In such event, the parties shall take all necessary steps to
correct such errors until the due




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	 	 	date of the bills, without prejudice to
the term established in 6.14 for payment
of the owed amounts.





CLAUSE 7 - Measurements.





	7.1	 	The supply of naphtha or gasoil from Petrobrás to the Buyer, shall be
carried out through the System LAR/Copene, Provisory System TEMADRE/Copene
and Permanent System Terminal of Aratu/Copene.
	 
	7.2	 	When the supply of naphtha and/or gasoil has LAR as origin, and the
delivery occurs through pipe-line, the product shall be deemed transferred
to the Buyer in point “A” and it shall be billed in accordance with the
official meters of Petrobrás’ Measuring Station (measurement in line),
installed at LAR’s area.






	 	7.2.1	 	The turbine meter shall have a precision of at least more or
less 0.1% within the band of operation and it shall be furnished
with calibrating curve from the manufacturer.
	 
	 	7.2.2	 	The measurement of naphtha and/or gasoil shall be carried
out by turbine meter with a measurement in volume.
	 
	 	7.2.3	 	In the event of failure in the measuring equipment, the
amount of naphtha and/or gasoil transferred to the Buyer shall be
billed in accordance with the measures obtained from the forwarding
tanks of LAR.






	7.3	 	Excepting the stated in 7.2.3, the assertion of the quantities of naphtha
and/or gasoil shall be made by Petrobrás, and the calculations shall be
carried out with observance of the proceedings of the norms:






	 	-	 	for the calculation of the quantities: Report on the Development
Construction, Calculation and Preparation of the ASTM - IP Petroleum
Measurement Tables 53 and 54
	 
	 	-	 	ASTM D1250, IP200-1960 and in Petroleum
Measurement Tables -Metric Units of Measurement Tables - Based on a
Reference Temperature of 20oC – IP - London- 1963;
	 
	 	-	 	to test the meters: API Manual for Petroleum Measurement Standards -
Chapter 4- Proving Systems Chapter 5 - Turbine Meters.






	7.4	 	The calibration of the official meters shall be carried out by Petrobrás,
which shall inform Buyer 5 days in advance of such calibration. Buyer
may, at its discretion, send representatives to observe the procedure.






	 	7.4.1	 	In the absence of representatives of Buyer, Petrobrás shall
perform such calibration and Buyer shall have no right to complain.






	7.5	 	Petrobrás shall have the right to, upon request, access the pipe-line and
receiving system of naphtha and gasoil of the Buyer, in order to verify
the working conditions of the systems of the Buyer.




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	7.6	 	Buyer shall have the right to, upon request, access the pipe-line and
Measuring Station of naphtha and gasoil of Petrobrás, in order to, through
its certified representatives, verify the working conditions of the
systems of Petrobrás, accompanied of Petrobrás’ representatives.
	 
	7.7	 	In the event the discrepancies exceed the limits established in 7.9, if
it is proved that the meters are calibrated, their readings shall be
applied.






	 	7.7.1	 	Whenever the official meters are considered non-calibrated,
after their maintenance/calibration, it shall be determined by
Petrobrás, after analysis of the forwarding/receiving facilities,
the corrections to be made in the bills. The Buyer may send its
representatives to accompany the analysis.






	7.8	 	Whenever the supply of naphtha and/or gasoil is originated from the
Provisory System TEMADRE, the product shall be billed in accordance with
the measures of the forwarding tanks of TEMADRE, until the commencement of
the operations of the Permanent System Terminal of Aratu.
	 
	7.9	 	The transfers of naphtha and/or gasoil shall be considered acceptable
even with the occurrence of the following discrepancies in the quantities
found in Petrobrás’ and Buyer’s tanks:





	 	 	 	 	 	 	 	 	 
	monthly

	 	:
	 	- 0.10%
	 	until
	 	+ 0.05%
	half yearly

	 	:
	 	- 0.05%
	 	until
	 	+ 0.05%








	 	7.9.1	 	In the event it is proven that the discrepancies truly found
in the analyzed quantities actually diverge of the values indicated
above, Petrobrás and Buyer agree to revise periodically the values
indicated in 7.9.






	7.10	 	In the event the discrepancies exceed the limits established in 7.9, it
shall be determined by Petrobrás the corrections to be introduced in the
bills, after Petrobrás’ analysis in the forwarding/receiving facilities.
The Buyer, if so desires, may send representatives to accompany the
analysis.
	 
	7.11	 	In the event the supply of naphtha and/or gasoil is originated from the
Permanent System of the Terminal of Aratu, Petrobrás and Buyer shall
define the basic measuring criterion to be used 30 days prior to the
commencement of the operations of such terminal, through a contractual
amendment to be executed in such occasion.





CLAUSE 11 - Penalties.





	11.1	 	In the event Buyer, by its sole fault, does not receive the annual
minimum quantities of naphtha and gasoil established in accordance with
Clause 2, Buyer shall be subject to a fine in favor of Petrobrás, in an
amount equivalent to the result of the multiplication of the non received
quantities, ascertained 2 months after the end of the contractual year, by




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	 	 	1/5 of the price indicated in Clause 5 at such time, excepting the
dispositions of Clause 12.
	 
	11.2	 	In the event Petrobrás, by its sole fault, does not deliver the annual
minimum quantities of naphtha and gasoil established in accordance with
Clause 2, Petrobrás shall be subject to a fine in favor of Buyer, in an
amount equivalent to the result of the multiplication of the non delivered
quantities, ascertained 2 months after the end of the contractual year, by
1/5 of the price indicated in Clause 5 at such time, excepting the
dispositions of Clauses 12 and 16.





CLAUSE 16- interruption of Supply.





	16.1	 	Petrobrás shall have the right to interrupt the supply of naphtha and
gasoil to the Buyer, in whole or in part, or terminate this contract if
compelled by a determination of the National Fuel Department or any other
department that may substitute it, as a result of a contingency plan that
affects the national supplies of derivatives of petroleum, situation
characterized as an “Act of God”, which shall not constitute a valid
reason to the application of any penalty or indemnity.





CLAUSE 17- Lay Days and Demurrage.





	17.1	 	Whenever naphtha and gasoil are transported by ship, and such products
are supplied by the Provisory System TEMADRE, Buyer shall bear all costs
arising from the occurrence of demurrage if such demurrage is caused by
the Buyer only.






	 	17.1.1	 	Whenever the supply of naphtha and gasoil is the consummation of an
importation in a CIF or C&F basis, the amount of the demurrage
charged to Petrobrás shall be billed to the Buyer, and Petrobrás
shall furnish the evidence of all costs related to such demurrage to
Buyer.
	 
	 	17.1.2	 	Whenever the supply of naphtha and gasoil is the consummation of an
importation in a FOB basis or it has originated from a refinery of
Petrobrás and transported by ship, the amount of the demurrage shall
be billed to the Buyer according to the clauses that are part of
Annex IV of this Amendment.






	17.2	 	Whenever naphtha and gasoil are transported by ship, and such products
are supplied by the Permanent System of the Terminal of Aratu, Buyer shall
bear all costs arising from the occurrence of demurrage, and such costs
shall be calculated in accordance with 17.1.1 and 17.1.2.





CLAUSE 18 - General Provisions.





	18.1	 	The neglected cases shall be settled mutually by Petrobrás and the Buyer.




12









 






	18.2	 	The present contract shall be renegotiated in the event the National Fuel
Department establishes a supply plan that is incompatible with the terms
of this contract.




In witness whereof, the parties execute the present Amendment number 1 to the
Sale Agreement of Naphtha and Gasoil executed on June 22, 1978, ratified all
clauses and conditions not altered by the present instrument, in 7 counterparts
of equal tenor.




	 	 	 
	 

	 	Rio de Janeiro, February 8, 1993
	 
	 

	 	(illegible signature)
	 
	 

	 	Petróleo Brasileiro S.A. - Petrobrás
	 
	 

	 	(illegible signature)
	 
	 

	 	Copene - Petroquímica do Nordeste S.A.
	 
	 

	 	(illegible signature)
	 
	 

	 	Copene - Petroquímica do Nordeste S.A.







Witnesses:




(illegible signature)




(illegible signature)




13









 





ANNEX I




	 	 	 	 	 	 	 
	Technical	 	 	 	desirable	 	 
	Characteristics	 	guaranteed value	 	value	 	method
	lead (weight)

	 	20 PPB max
	 	20 PPB max
	 	UOP 350/

IP 224 (2)
	copper (weight)

	 	10 PPB max
	 	10 PPB max
	 	UOP 350
	iron (weight)

	 	300 PPB max
	 	300 PPB max
	 	UOP 350
	total chlorite (weight)

	 	5 PPM max
	 	2 PPM max
	 	UOP 588
	

	 	 	 	 	 	UOP 606 (2)
	sulfur (weight)

	 	350 PPM max
	 	350 PPM max
	 	UOP 357/

ASTM-D-l266 (2)
	distillation                IBP

	 	36oC min
	 	36oC min
	 	ASTM-D-86
	50%

	 	>75oC
	 	>75oC
	 	ASTM-D-86
	FBP

	 	200o max
	 	200o max
	 	ASTM-D-86
	distillation residue

	 	take note
	 	1% max volume
	 	ASTM-D-86
	density 20/4

	 	0.69-0.72
	 (1)	0.69-0.72
	 	ASTM-D-1298/

ASTM-D-4052 (2)







Paraffins, Olefins, Naphthenes and Aromatics content (PONA)




	 	 	 	 	 	 	 	 	 
	content of paraffins

	 	71% max volume
	 	70% max weight
	 	 	(3	)
	content
of naphthenes +

content of aromatics

	 	28% min volume
	 	28% min weight
	 	 	(3	)
	content of olefins

	 	0.6% max volume
	 	0.5% max weight
	 	 	(4	)







OBSERVATIONS:



(1) The Buyer shall accept to receive individual lots of naphtha with a density
within 0.66-0.73, so long as in the monthly average the density is within the
specifications established in the table above.



(2) Alternative method. In the event of divergence in the result, the first
method mentioned shall prevail.



(3) ASTM-D-1319,
D-2159


Alternative methods: UOP 273 and gaseous chromatography of high resolution.



In the event of divergence in the result, the first two mentioned methods shall
prevail.


(4) ASTM-D-1319


Alternative methods: UOP 273 and gaseous chromatography of high resolution.



In the event of divergence in the result, the first mentioned method shall
prevail.




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(5) Petrobrás undertakes to develop a method for the determination of silicium,
in a manner that it may allow future negotiation to include such characteristic
in the table above.




15









 





ANNEX II




	 	 	 	 	 	 	 
	Technical	 	 	 	desirable	 	 
	Characteristics	 	guaranteed value	 	value	 	method
	lead (weight)

	 	50 PPB max
	 	20 PPB max
	 	UOP 350/IP

224 (2)
	copper (weight)

	 	take note
	 	10 PPB max
	 	UOP 350
	iron (weight)

	 	take note
	 	300 PPB max
	 	UOP 350
	ethanol (weight)

	 	100 PPM max
	 	100 PPM max
	 	CONTEC-N-2448
	methanol (weight)

	 	10 PPM max
	 	5 PPM max
	 	CONTEC-N-2448
	total chlorite (weight)

	 	10 PPM max
	 (6)
	2 PPM max
	 	UOP 588

UOP 606 (2)
	sulfur (weight)

	 	500 PPM max
	 	100-300PPM
	 	U0P357/
	

	 	 	 	 	 	ASTM-D-1266 (2)
	distillation             IBP

	 	36oC min
	 	36oC min
	 	ASTM-D-86
	50%

	 	>75oC
	 	>75oC
	 	ASTM-D-86
	FBP

	 	200o max
	 	200o max
	 	ASTM-D-86
	distillation residue

	 	take note
	 	1% max volume
	 	ASTM-D-86
	density 20/4

	 	0.69-0.72
	(1)
	0.69-0.72
	 	ASTM-D-1298/

ASTM-D-4052
(2)







Paraffins, Olefins, Naphthenes and Aromatics content (PONA)




	 	 	 	 	 	 	 	 	 
	content of paraffins

	 	60% min volume
	 	65% min weight
	 	 	(3	)
	content
of naphthenes +


content of aromatics

	 	Balance
	 	NAFT: balance

9% max weight
	 	 	(3	)
	content of olefins

	 	1% max weight
	 	1% max weight
	 	 	(4	)






OBSERVATIONS:



(1) The Buyer shall accept to receive individual lots of naphtha with a density
within 0.66-0.73, so long as in the monthly average the density is within the
specifications established in the table above.



(2) Alternative method. In the event of divergence in the result, the first
method mentioned shall prevail.



(3) ASTM-D-1319,
D-2159


Alternative methods: UOP 273 and gaseous chromatography of high resolution.



In the event of divergence in the result, the first two mentioned methods shall
prevail.




16









 







(4) ASTM-D-1319



Alternative methods: UOP 273 and gaseous chromatography of high resolution.


In the event of divergence in the result, the first mentioned method shall
prevail.



(5) Petrobrás and the Buyer undertake to develop methods for the determination
of silicium and MTBE, in a manner that it may allow future negotiation to
include such characteristic in the table above.



(6) It shall be considered the value of 5 PPM for the supplies of naphtha
originated from coastwise shipment.



(7) The Buyer shall accept to receive individual lots of naphtha with point 50%
(fifty per cent) presenting a value equal or inferior to 75oC (seventy-five
degrees Celsius), so long as in the monthly average the point 50% (fifty per
cent) is specified, according to the table above.




17









 









ANNEX III




	 	 	 	 	 	 	 	 	 
	Technical	 	 	 	guaranteed	 	desirable	 	 
	Characteristics	 	 	 	value	 	value	 	method
	distillation

	 	FBP
	 	360o C max
	 	360o C max
	 	ASTM-D-86
	sulfur (weight)

	 	 	 	1000 PPM max
	 	1000 PPM max
	 	ASTM-D-1552/

ASTM-D-2622 (1)
	BMCI

	 	 	 	21 max
	 	21 max	 	 






(1) Alternative method. In the event of divergence in the result, the first
method mentioned shall prevail.




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ANNEX IV




1 - Lay Days





	1.1	 	The Lay Day shall commence when the ship is moored or after 6 hours of
the issuance of the Ready-to-Operate Notice, prevailing whichever occurs
first.
	 
	1.2	 	The Ready-to-Operate Notice shall be issued after the end of the voyage,
with or without ways available to moor the ship.
	 
	1.3	 	The lay days shall be over when the unloading hose are disconnected,
after the unload is over.
	 
	1.4	 	The Buyer shall be entitled to lay days of 36 non-interrupted hours,
Sundays and holidays included (SHINC), or pro-rata in accordance with the
quantities unloaded.
	 
	1.5	 	The lapse of time correspondent to the events below shall not be
considered when calculating lay days:






	 	a)	 	movement of the ship from the anchorage to the unloading ways
	 
	 	b)	 	poor condition of the ship, including breakdown or other
problems that may diminish unloading efficiency.
	 
	 	c)	 	prohibition or restriction on the unloading credited to the
vendor or freighter or charterer of the ship.
	 
	 	d)	 	delays or flaws credited to the Captain, crew or ship’s agent.
	 
	 	e)	 	unload of bunkers, unload of ballast or residual waters,
whenever it causes the interruption of the unloading.





2 - Demurrage





	2.1	 	All periods of time that exceed the allowed lay days as described above,
shall be paid by the buyer in an amount equivalent to US dollars converted
by the exchange rate for purchase of dollars of the date of issuance of
the invoice, upon collection accompanied by documents, being the Buyer
liable for the financial burdens, terms of payment and fines as described
in 6.5.1, 6.8 and 6.9 of this Amendment.
	 
	2.2	 	Any of the following documents shall suffice for the calculation of the
demurrage: Statement of Facts or Time Sheet of the inspection company (in
case of non-matching information the formed shall prevail); Voyage Charter
Party of the ship may be requested when the ship is under voyage charter.
	 
	2.3	 	However, if the demurrage is due to fire or explosion or if it is due to
a breakdown in the machinery or unloading equipment of the port, or if it
is resulting from “Act of God”,




19









 






	 	 	war, civil commotion or strike, the demurrage shall be reduced by half,
during the period that such facts entailed the demurrage.
	 
	2.4	 	During adverse weather, high or low tide causing the interruption or the
impossibility to unload, being out of the control of the buyer or seller,
the lay days shall be divided equally among the parties.
	 
	2.5	 	The demurrage shall be paid by the buyer by the specific rate found in
the Charter Party or Recap or Fixture. In the event of absence of the
C/P, COA, TCP or private ship, the payment shall be made based on the rate
ascertained from the World Scale table, by the use of the market rate as
described in the AFRA index.
	 
	2.6	 	The presentation of collection regarding demurrage shall be made within
90 days from the complete clearance of the ship. No complaint shall be
accepted after such period.






20