FIRST AMENDMENT TO RAW MATERIAL SUPPLY CONTRACT



 





Exhibit 10.25




FIRST AMENDMENT TO AGREEMENT RS-486/82




AMENDMENT TO THE AGREEMENT FOR THE SALE

AND PURCHASE OF ETHENE AND/OR PROPENE BY

AND BETWEEN COPESUL – COMPANHIA

PETROQUÍMICA DO SUL AND POLIOLEFINAS S/A



COPESUL – COMPANHIA PETROQUÍMICA DO SUL, a joint stock company headquartered at
BR-386 Rodovia Tabaí/Canoas Km. 419 Pólo Petroquímico Lote 23 Triunfo/RS,
enrolled in the Ministry of Finance National Roll of Corporate Taxpayers under
# 88.948.492/0001-92, herein represented by its President Director José Augusto
Angrisani and Superintendent Director Percy Louzada de Abreu, hereinafter
referred to as COPESUL; and



POLIOLEFINAS S/A, headquartered in the City of São Paulo, State of São Paulo,
enrolled in the Ministry of Finance National Roll of Corporate Taxpayers under
# 62.336.946/0001-80, herein represented by its President Director José Adolpho
Lisboa de Souza and Director David Andrew Wicker, hereinafter referred to as
BUYER,



DO HEREBY decide to execute this Amendment to the Agreement for the Sale and
Purchase of Raw Material dated this day, aiming at ruling the return to COPESUL
of ETHENE effluent from the BUYER plants, to be governed by the following
Clauses and Conditions:



CLAUSE ONE – PURPOSE




	1.1	- 	Provided COPESUL pyrolysis plant is operating regularly, COPESUL does
hereby agree to receive the ETHENE-abundant flow coming from the BUYER
industrial operations according to the quantitative limit set forth in
Clause Three hereof and complying with any other conditions established in
this Amendment to the Agreement for the Sale and Purchase of Raw Material
hereby amended.





CLAUSE TWO – TERM





	2.1	- 	 This Amendment term of duration is exactly the same as that of the
Agreement for the Sale and Purchase of Raw Material signed by and between
the Parties and dated the day hereof, this instrument being automatically
revalidated every time said Agreement is renewed.





CLAUSE THREE – QUANTITIES





	3.1	- 	 Provided COPESUL pyrolysis plant is operating regularly, COPESUL does
hereby agree to receive the ETHENE flow returned by BUYER up to the limit
of 1.47 tons/hours, the specification set forth in EXHIBIT B (item B.6) to
the Agreement herein amendment being complied with. COPESUL shall use its
efforts to receive as much returned ETHENE flow as possible but, at its
discretion, may refuse to receive any ETHENE flow in excess, time in
which such surplus shall be sent to flare with no burdens for COPESUL.




 









 






	3.2	- 	 BUYER shall inform in writing the forecasted quantities of ETHENE flow
to be returned to COPESUL, as provided in item 3.3 of the Agreement herein
amended.
	 
	3.3	- 	 Whenever BUYER receives ETHENE not meeting the specification,
considering the minimum contents of ETHENE in the supplied flow, the top
limit set forth in item 3.1 hereof shall be amended according to the
supplied ETHENE purity, as follows:





	 	 	 	 	 
	ETHENE PURITY	 	TOP LIMIT
	99.90% or more
	 	1.47 tons/hour
	99.85% – 99.89%
	 	1.85 tons/hour
	99.80% – 99.84%
	 	2.72 tons/hour
	99.75% – 99.79%
	 	3.67 tons/hour







CLAUSE FOUR – DELIVERY, QUALITY AND RETURN CONDITIONS





	4.1	- 	 Said ETHENE flow return shall be effected by means of pipelines
interconnecting the facilities of COPESUL and BUYER, in the city of
Triunfo. Such ETHENE flow shall be returned in gaseous state in even flow,
according to the schedule to be adhered to by and between the Parties.
	 
	4.2	- 	 The ETHENE flow to be returned to COPESUL as well as the methods of
analysis to be applied shall comply with the following specifications:





	 	 	 	 	 
	SPECIFICATION	 	 	 	METHOD OF ANALYSIS
	Ethane
	 	10.0% vol., max.	 	ASTM D 2505/2504/TPGCA-8
	Hydrogen
	 	2.0% vol., max.	 	ASTM D 2504/TPGCA-1
	Nitrogen and Methane
	 	1.5% vol., max.	 	ASTM D 2505/2504/TPGCA-8
	Acetylene
	 	150 PPM vol., max.	 	ASTM D 2505/TPGCA-8
	Propene + Propane + Butane
	 	5% vol., max.	 	 
	Light Polymers
	 	0.1 g/Nm 3	 	 
	Total Sulfur
	 	10 PPM mass, max.	 	NFT - 60142
	Hydrogen Sulfide
	 	10 PPM mass, max.	 	ASTM D 2385/VOP-212
	Carbon Dioxide
	 	2000 PPM vol., max.	 	Gas – chromatography TPGCA-1
	Carbon Monoxide
	 	200 PPM vol., max.	 	Gas – chromatography TPGCA-1
	Oxygen
	 	5 PPM vol., max.	 	Electrolytic analyzer/Gas-chromatography
	Water
	 	5 PPM vol., max.	 	Colorimetric Titration/ASTM D-114
	Ethene
	 	Balance	 	ASTM D 2505/TPGCA-8








	 	4.2.1	- 	 The top limit of Carbon Dioxide (2000-PPM vol.) is valid
for a returning ETHENE flow of 3.67 tons/hour. Such limit may be
raised proportionally to a reduction to such flow, reaching a
maximum of 5000-PPM vol. for an outflow of 1.47 tons/hour.






	4.3	- 	 The returning ETHENE delivery conditions, up to the battery limit of
BUYER, shall be as follows:




 









 






	 	 	 	 	 
	Pressure:
	 	13.5 Kg/cm 2 at least
	Temperature:
	 	40.0 °C at most








	4.4	- 	 Any ETHENE flow returned to COPESUL not meeting those specifications as
defined in item 4.2 may be refused and sent to flare with no burdens to
COPESUL, in which case COPESUL shall inform BUYER accordingly.





CLAUSE FIVE – MEASUREMENT AND TRANSFER OF OWNERSHIP





	5.1	- 	 The same conditions of Clause Five of the Agreement herein amended will
apply mutatis mutandis to the returning ETHENE flow, exception being made
to item 5.3 thereof.
	 
	5.2	- 	 The measuring device installed by BUYER will be the official measuring
device for purposes of measuring the returning ETHENE flow.





CLAUSE SIX – PRICES





	6.1	- 	 For the returned ETHENE flow containing 92% of ethene or more COPESUL
shall pay a price equivalent to 90% (ninety percent) of the price of the
ETHENE supplied to BUYER, pursuant to the Agreement herein amended.






	 	6.1.1	- 	 In case the contents of ETHENE in the returning flow is
lesser than 92%, the price to be paid by COPESUL shall be reduced
accordingly and obtained by multiplying the price set forth in item
6.1 for the relation between the real contents of ETHENE and the
reference contents for that price (92%).





CLAUSE SEVEN – FORM OF PAYMENT





	7.1	- 	 Stipulations identical to those defined in Clause Seven of the
Agreement herein amended will prevail mutatis mutandis as to this clause.





CLAUSE EIGHT – FORCE MAJEURE AND CONTINGENCIES





	8.1	- 	 The terms and conditions of Clause Ten of the Agreement herein amended
will apply as to this clause.





CLAUSE NINE – TERMINATION





	9.1	- 	 This Amendment will be automatically terminated in case the Agreement
for the Sale and Purchase of Raw Material herein amended is terminated.





IN WITNESS WHEREOF, the Parties cause this document to be duly signed in three
(03) copies of identical form and substance and for a single effect, thus
binding themselves and their successors to the terms hereof, in the presence of
the undersigned witnesses.



Triunfo, December 8th, 1982.



 









 








COPESUL – COMPANHIA PETROQUÍMICA DO SUL




	 	 	 
	[signature]

	 	[signature]
	
 
	 	
 
	JOSÉ AUGUSTO ANGRISANI
	 	PERCY LOUZADA DE ABREU







POLIOLEFINAS S/A




	 	 	 
	[signature]
	 	[signature]
	
 
	 	
 
	JOSÉ ADOLPHO LISBOA DE SOUZA
	 	PERCY LOUZADA DE ABREU







WITNESSES




	 	 	 
	[signature]
	 	[signature]
	
 
	 	
 
	EDUARDO FETT SCHNEIDER
	 	JOSÉ ANTONIO FERREIRA FADRIQUE