FOURTH AMENDMENT TO RAW MATERIAL SUPPLY CONTRACT



 





Exhibit 10.28



FOURTH AMENDMENT TO AGREEMENT RS-486/82 BY AND BETWEEN COPESUL – COMPANHIA
PETROQUÍMICA DO SUL AND POLIOLEFINAS S/A



COPESUL – COMPANHIA PETROQUÍMICA DO SUL, headquartered at BR-386 Rodovia
Tabaí/Canoas Km. 419 Pólo Petroquímico do Sul, Triunfo/RS CEP 95853-000,
enrolled in the Ministry of Finance National Roll of Corporate Taxpayers under
# 88.948.492/0001-92, herein represented pursuant to its Bylaws by its
Directors Rogério Affonso de Oliveira and Regis Lemos de Abreu, hereinafter
referred to as COPESUL; and



POLIOLEFINAS S/A, headquartered at Rua Alexandre Dumas n° 2016, Chácara Santo
Antonio, 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, and
its Plant located at BR-386 Rodovia Tabaí/Canoas Km. 419 Lote 27 Pólo
Petroquímico do Sul, Triunfo/RS, enrolled in the Ministry of Finance National
Roll of Corporate Taxpayers under # 62.336.946/0007-76, herein duly represented
by its Director Luiz Eduardo Ematne and Attorney-in-Fact Edson Barros Maia,
hereinafter referred to as BUYER,



DO HEREBY decide to execute this Amendment to the Agreement for the Sale and
Purchase of Raw Material dated December 8th, 1982, aiming at amending the
maximum and minimum quantities of raw material supply.



CLAUSE ONE – PURPOSE




	 	 	 
	1.1 -

	 	This Amendment aims at amending the Agreement RS-486/82 as to the
limits of supply and purchase of ethene that COPESUL undertakes to supply
and BUYER undertakes to purchase, as of June 14th, 1995.






CLAUSE TWO – QUANTITIES TO BE SUPPLIED




	 	 	 
	2.1 -

	 	Exhibit A to Agreement RS-486/82 is hereby replaced by items A.1, A.2
and A.3 as follows:
	 
	 	 
	A.1)

	 	The agreed supplies of ethene and/or propene (polymer degree) are defined
by the limits set forth below:







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CONSUMPTION IN TONS

	PRODUCTS
	 	YEARLY
	 	MONTHLY
	 	OUTFLOW PER HOUR

	 	 	Minimum
	 	Maximum
	 	Average
	 	Maximum
	 	Average
	 	Maximum

	ETHENE
	 	 	112,200	 	 	 	187,000	 	 	 	15,583	 	 	 	16,769	 	 	 	21.35	 	 	 	23.00	 
	PROPENE
	 	 	—	 	 	 	2,550	 	 	 	—	 	 	 	235	 	 	 	—	 	 	 	—	 






Calculation basis to make up the monthly average is the maximum consumption per year
divided by the number of months of the year; as for the average outflow per hour, it is
the maximum consumption per year divided by 365 and by 24 hours.




	 	 	 
	A.2)

	 	COPESUL has no obligation to supply any quantity of ethene and/or propene
(polymer degree) over the maximum consumption per year, the average
consumption per month and the average outflow per hour, as provided by
item A.1 hereof. The average outflow per hour and the average consumption
per







 









 






	 	 	 
	

	 	month may be exceeded by BUYER only when COPESUL accede to the quantities
pointed out in the monthly schedule of BUYER.







	 	 	 
	
A.2.1)

	 	The instrument to render the settlement operational is the monthly
schedule of BUYER, pursuant to item 3.3 of the agreement, where the
days in which the maximum outflow per hour will be requisite and the
corresponding quantities must be entered.







	 	 	 
	A.3)

	 	The ethene and propene (polymer degree) supplied and consumed quantities
must be as constant as possible. Since the supply and consumption outflows
depend on the operational conditions of COPESUL and BUYER plants, both
Parties shall use their best efforts to arrange their operations aiming at
rendering the supply outflows uniform.






CLAUSE THREE – MISCELLANEOUS




	 	 	 
	3.1 -

	 	Any and all clauses and conditions of the Agreement herein amended not
expressly rectified hereunder shall remain in full force and effect.






IN WITNESS WHEREOF, the Parties cause this document to be duly signed in two
(02) copies with two (02) pages each, of identical form and substance and for a
single effect, in the presence of the undersigned witnesses, for all legal
purposes.



Triunfo, June 14th, 1995.




COPESUL – COMPANHIA PETROQUÍMICA DO SUL




	 	 	 
	[signature]
	 	[signature]
	
 
	 	
 
	ROGÉRIO AFFONSO DE OLIVEIRA

Director
	 	REGIS LEMOS DE ABREU

Director







POLIOLEFINAS S/A




	 	 	 
	[signature]
	 	[signature]
	
 
	 	
 
	LUIZ EDUARDO EMATNE

Director
	 	EDSON BARROS MAIA

Attorney-at-Fact







WITNESS




	 	 	 
	[signature]
	 	[signature]
	
 
	 	
 
	Name: Bruno Albuquerque Piovesan

Taxpayer Card # 228.982.800-97
	 	Name: Claudio Fernandez Reinert

Taxpayer Card # 262.722.100-00