exv10w6






Exhibit 10.6




	 	 	 
	

	 	Execution Version






	 	 	 
	 

	 	CHS EUROPE SA

Avenue des Morgines 12

1213 Petit-Lancy,

Switzerland
	 
	 	 
	 

	 	For the attention of the Directors
	 
	 	 
	 

	 	June 6, 2008






Dear Sirs,




Uncommitted Trade Finance Facility Letter



We have pleasure in confirming the offer of Société Générale (“SG”) to make an uncommitted trade
finance facility available to CHS EUROPE SA (the “Customer”) on the terms and conditions set out
below (the “Facility”).




1. Facility



(i) Each of SG and the Customer agrees that (a) this Facility Letter, (b) the Standard Terms
enclosed herewith (as amended and supplemented as provided in Schedule 3 or otherwise from time to
time), (c) the security agreements as listed in Schedule 1 or as provided for under the terms of
any particular transaction and (d) the terms of any particular transaction (each a “Transaction”)
shall form a single agreement between SG and the Customer (hereinafter together called the
“Facility Documents”) and the parties would not otherwise enter into any Transaction. In the event
of any inconsistency between the terms of the Facility Letter and the Standard Terms, the terms of
the Facility Letter shall prevail. In the event of any inconsistency between the terms of any
Transaction and either of the Facility Letter and the Standard Terms, the terms of such Transaction
shall prevail. Each of the Customer and SG intend that any transactions between them in relation to
trade finance whether or not referring to this Facility Letter shall be subject to the Facility
Documents and be part of the Facility unless specifically stated otherwise.



(ii) The Customer acknowledges that the Facility is an uncommitted revolving commodities trade
finance facility on the terms of the Facility Documents and that SG shall have no obligation to
provide or to continue to provide all or any of the facilities included hereunder.




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(iii) In the event that the Customer wishes to enter into a particular transaction with SG, the
Customer shall contact SG for the purposes of agreeing the terms relating to such particular
transaction. If agreed, the terms of any Transaction shall be confirmed in writing by exchange of
fax, telex or tested telex, email or letter each of which such documents shall constitute Facility
Documents as described in (i) above.



(iv) The Customer acknowledges that it is a condition precedent (among others) to the availability
of the Facility that CHS Inc. (USA) (the “Ultimate Parent”) issues an independent first
demand guarantee governed by US law to the benefit of SG to guarantee the obligations of the
Customer under the Facility for an amount up to USD 12,000,000 (the “Ultimate Parent
Guarantee”).




2. Purpose



The Facility will be used by the Customer to finance its general commodities trading activity.




3. Availability



Without prejudice to any of the terms of this Facility Letter or any of the Facility Documents,
this Facility shall be available upon satisfaction of the conditions precedent listed in Schedule
1.




4. Facility Amount



(i) The amount of the Facility shall be in a maximum total aggregate amount of up to USD 60 000 000
(Sixty Million United States dollars) subject to the following sub-limits:





(1) sub-limit of USD 60,000,000 for issuing documentary letters of credit and/or
documentary stand-by letters of credit with a maximum duration of 60 days inclusive of
deferred payment terms, if any;




(2) sub-limit of USD 60,000,000 for advances or overdrafts for the financing of the
documentary letters of credit and/or documentary stand-by letters of credit issued under
paragraph 4(i) (1) when such letters of credit are drawn and for a maximum duration of 60
days; presentation of full set of Bill of lading (3/3) at SG counters and issued at SG
order or blank endorsed, for presentation by SG to the end-buyers bank for payment.




(3) sub-limit of USD 60,000,000 for documentary collections for a maximum duration of 60
days; presentation of full set of Bill of lading (3/3) at SG counters and issued at SG
order or blank endorsed, for presentation by SG to the end-buyers bank for payment.




(4) sublimit of USD 60,000,000 for the discount of receivables for a maximum duration of
90 days on acceptable counterparties and/or acceptable financial instruments



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(documentary letters of credit and/or documentary stand-by letters of credit and/or Bank guarantee).




The commitment rate for utilizations under these paragraphs 4(i) (1) to (4) shall not
exceed 100 % of the Cost Insurance Freight (CIF) Incoterm value of the relevant documents.




(5) sublimit of USD 20,000,000 for Inventory financing




(a) Preshipment Inventory financing in Russia and/or Ukraine to be used for advances
and overdrafts and for a maximum duration of 180 days on the basis of acceptable
documents (FCR, warrant, warehouse receipt) issued by acceptable warehouses, and
provided that and without limitation, the Customer (i) pledges the goods to SG, (ii)
delegated their commercial insurance to SG and/or political insurance (if any) and
(iii) assigns to SG its rights to receive proceeds under certain sale contracts
and/or invoices, when issued.




The commitment rate for utilizations under this paragraph shall not exceed 85 % of
the purchase price invoice value (+ the eventual cost of transportation of the goods
from inland silo to port silo).




(b) Presold Inventory financing at destination (EMEA region) to be used for advances
and overdrafts and for a maximum duration of 180 days on the basis of acceptable
documents (FCR, warrant, warehouse receipt) issued by acceptable warehouses, and
provided that and without limitation, the Customer (i) pledges the goods to SG, and
(ii) delegates their commercial insurance to SG and/or political insurance (if any).




The commitment rate for utilizations under this paragraph shall not exceed 100 % of
the sale price invoice value.




(6) sublimit of USD 10,000,000 for initial and margin call financing related to lots
hedged on Futures under a tripartite Security Agreement over Hedging Account with Newedge
or acceptable broker with a segregated Bank Account Assignment to SG and for a maximum
duration of 210 days. The Futures lots shall be related to physical goods financed by SG
(inventory, BL).




The commitment rate for utilizations under this paragraph shall not exceed 100 % of the
nominal amount request provided by the broker.



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(7) unsecured sublimit of USD 5,000,000 for financing of working capital needs, VAT
receivables, railway bills and for issuance of guarantees, issuance of bid and performance
bonds for a maximum duration of 180 days.


(ii) Any annual or other adjustment to the terms of the Facility which may be agreed from time to
time between the Customer and SG shall be recorded in a written amendment to this Facility Letter.




5. Interest, Fees and Expenses



Interest, fees and expenses in relation to the Facility will be charged as more particularly set
out in Schedule 2.




6. Termination



Without prejudice to the terms of Clause 1(ii), the Customer accepts that SG may in its sole and
absolute discretion upon 45 calendar days prior notice in writing inform the Customer that the
Facility shall no longer be available and the Customer agrees that such notice period shall be a
reasonable time for it to obtain alternative similar financing from other sources. Notwithstanding
that SG notifies the Customer that the Facility is no longer available hereunder, any outstanding
amounts shall continue to be governed by and subject to the terms of the Facility Documents.




7. Notices



Any notice or communication between the parties hereto in connection with this Agreement shall be
made to the addresses given in Schedule 4(a).




8. Governing Law and Jurisdiction



(i) This Facility Letter shall be governed by and construed in accordance with English law.



(ii) Each of the Customer and SG submits to the jurisdiction of the High Court of England. Each of
the Customer and SG irrevocably appoints to act as its agent for service of process the entity
stated in Schedule 4(b).




9. Validity of this Proposal



The offer made by SG under the terms of this Facility Letter may be accepted by you within 15 days
from the date hereof. Should you wish to accept this offer please sign and return a copy this
letter.




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Yours faithfully,




	 	 	 	 	 
	 
	By : 	 	 	 
	Duly authorized officer 	 	 
	for and on behalf of SOCIETE GENERALE 	 	 
	 


The Customer hereby acknowledges receipt of the Standard Terms and agrees and accepts such terms as
supplemented or varied by the terms of this Facility Letter




	 	 	 	 	 
	 	 	 	 
	By :	 	 	 	Date:


	Duly authorized officer 	 	 
	for and on behalf of CHS EUROPE SA 	 	 
	 




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Schedule 1




Conditions Precedent




To the extent not already provided to SG in form and content satisfactory to SG:



(i) certificate of incorporation of the Customer together with evidence of the registered address
of the Customer;



(ii) certified copy of the Memorandum and Articles or By-laws of the Customer;




(iii) copy of the latest annual report or audited financial statements of the Customer;




(iv) list of the Directors of the Customer;




(v) certified copy of the board resolution of the Customer approving the terms and conditions of
the Facility Documents and authorizing a named person to execute and deliver the Facility Documents
for and on behalf of the Customer;



(vi) certified copy of the board resolution of the Ultimate Parent approving the terms and
conditions of the Ultimate Parent Guarantee and authorizing a named person to execute and deliver
the Ultimate Parent Guarantee for and on behalf of the Ultimate Parent;



(vii) a certificate of the Customer (signed by a director) confirming that any form of borrowing
under the Facility would not cause any borrowing or similar limit binding on the Customer to be
exceeded;



(viii) a certificate of the Ultimate Parent (signed by the Executive Vice President and Chief
Finance Officer) confirming that guaranteeing the Facility would not cause any guaranteeing or
similar limit binding on the Ultimate Parent to be exceeded;



(ix) a duly executed copy of the Facility Letter;




(x) duly executed copies of the following security agreements





	 	(a)	 	Security Deed;
	 
	 	(b)	 	Ultimate Parent Guarantee;
	 
	 	(c)	 	Pledge on goods in Russia (if any) and related legal opinion;
	 
	 	(d)	 	Pledge on goods in Ukraine (if any) and related legal opinion;
	 
	 	(e)	 	Tripartite Security Agreement over Hedging Account (if any);
	 
	 	(f)	 	Bank Account Assignment related to Tripartite Hedging Agreement (if any);
	 
	 	(g)	 	Insurance certificate evidencing that SG has been named loss payee under all
relevant Insurance Policies (commercial and political) and evidencing the
maturity of the insurance cover.




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each of which together with any security agreement which may be entered into from time to time in
relation to a Transaction referred to as a “Security Agreement”;



(xi) evidence of appointment of an agent of service of process;




(xii) a legal opinion issued by an external legal counsel in the Switzerland as to the capacity of
the Customer to enter into and perform the Facility Documents together with confirmation of the
legality, validity and enforceability of the obligations of the Customer hereunder and thereunder;
and



(xiii) a legal opinion issued by an external legal counsel in the USA as to the capacity of the
Ultimate Parent to enter into and perform the Ultimate Parent Guarantee together with confirmation
of the legality, validity and enforceability of the obligations of the Ultimate Parent thereunder.



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Schedule 2




Interest Fees and Expenses




(a) Interest will be payable with respect to each advance or overdraft made pursuant to the
Facility as follows:




(i) with respect to each advance, the rate determined by SG to be LIBOR for the term of the
advance plus :




	 	•	 	1.05% per annum under the secured sub-limits.
	 
	 	•	 	0.80% per annum under the unsecured sub-limit of USD 5,000,000.





Such interest will be payable on the due date for repayment of the advance; and





(ii) with respect to overdraft,




	 	•	 	1.05% per annum above SG’ base lending rate under the secured sub-limits.
	 
	 	•	 	0.80% per annum above SG’ base lending rate under the unsecured sub-limit of USD
5,000,000.





Such interest will be payable monthly in arrears.



(b) Unless otherwise stated, fees will be charged for Letters of Credit, Standby Letters of Credit
and Letters of Indemnity, Inventories as follows:




(i) with respect to each letter of credit, 1 per mille flat per quarter of the face value of
each letter of credit, with a minimum charge of USD 500, payable upon opening of each letter
of credit;




(ii) with respect to each documentary standby letter of credit, 1 per mille flat per quarter
of the face value of each L/C, with a minimum charge of USD 500, payable upon opening of
each standby letter of credit;




(iii) with respect to import letter of credit documentary collections, USD 600 per each
remittance;




(iv) with respect to export letter of credit documentary collections or cash against
documents documentary collections, USD 600 per each remittance;




(v) with respect to inventory financing, USD 500 payable per each lot remittance of
warehouse receipt documents;



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(vii) with respect to transfer of funds abroad, USD 150 per each transfer, plus whatever
other specific charges may be agreed on a case by case basis; and




(viii) with respect to amendments of any of the above, fees and out of pocket expenses (i.e.
telex, courier costs) shall be charged in accordance with the standard tariffs of SG, as
amended from time to time.



(c) A Facility Set Up fee of 15 000 USD will be paid flat on the closing date of the Facility
Letter.



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Schedule 3




Amendments to Standard Terms




(1) The following amendments shall be made to the Standard Terms:



     Sub-clause 2 (vii) (Letters of Credit) shall be replaced by the following wording:





(vii) Without prejudice to any other right which SG may have under any other Facility Document,
(a) until the Customer makes due payment to SG of all moneys due and payable to SG from the
Customer in respect of any Letter of Credit or any Facility Document all documents received by
SG or its agents under any Letter of Credit and the goods represented thereby shall be held by
SG as security or (b) following an Event of Default by the Customer under any Letter of Credit
or any Facility Document, the Customer hereby irrevocably authorises SG to give all such orders
as to shipment destination and delivery of any such goods as the Customer could give and to make
any direct arrangement with the sellers or shippers or carriers as SG may, at its discretion
think fit, including the variation or discharge of any contract, without any liability on the
part of SG for any loss arising out of any such order or arrangement as aforesaid.



     Sub-clause 3(b) (Letters of Indemnity) shall be replaced by the following wording:





(b) the Customer will use its best endeavours to obtain each bill of lading or other document
relating to the goods concerned with all necessary endorsements, to produce the same to each
relevant shipping company or forwarding agent concerned or to SG as may be necessary, and to
procure the prompt release and discharge of SG from the relevant letter of indemnity, guarantee
or agreement and the return of such document to SG duly cancelled. The Customer further
authorises SG to endorse in the name of the Customer any relevant bill of lading or other
document, so that the same may be delivered directly by SG to the relevant shipping company or
forwarding agent.



     Sub-clause 4(ii) (a) (Advances and Overdrafts) shall be replaced by the following wording:





(a) any request for a short term advance must be received by SG not later than 11:00 am (Paris
time) one Paris business days prior to the date of the requested advance and shall specify (1)
the date on which the requested short term advance is to be made, (2) the amount and currency of
the short term advance, (3) the term of the short term advance and (4) the account number to be
credited;



Sub-clause 5(iv) (h) (Collections, Acceptances and Discount of Promissory Note and Bills of Exchange) shall be replaced by the following wording:





(h) without prejudice to the generality of the powers and discretions of SG, when handling all
or any of the above transactions, the Customer hereby authorises SG or any of its managers or
agents, at its or their absolute discretion, to take any actions including but not limited to
the following: (a) until the Customer makes due payment to SG of all moneys due and payable to



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SG from the Customer in relation to any of the above transactions, (1) to convert into United
States dollars by telegraphic remittance or otherwise at its discretion any moneys received by
SG under of by virtue of such document and debit the account of the Customer with all costs,
charges and losses on exchange thereby incurred and (2) accept or pay for the account of the
Customer any draft drawn under any credit facility afforded by SG to the Customer; and (b)
following an Event of Default by the Customer in relation to or under any of the above
transactions, (1) to take conditional acceptance of any bill (including acceptance for honour)
or extend the due date for payment thereof upon such conditions as SG or any of its mangers or
agents think fit (2) to accept payment from any drawee or acceptor before maturity under rebate
or discount (3) to accept partial payment before maturity and deliver a proportionate part of
the relevant goods to any drawee or acceptor of the relevant bill or any consignee of such
goods;



     The following sub-clauses (h), (i) and (j) shall be added to Clause 8 (Representations and
Warranties):





(h) it has complied in all material respects with all tax laws in all jurisdictions in which it
is subject to tax and has paid all taxes due and payable by it and no claims are being asserted
against it in respect of taxes except in relation to tax liabilities arising in the ordinary
course of its trading activities or claims contested in good faith and in respect of which
adequate provision has been made and disclosed in the latest financial statements or other
information delivered to SG;




(i) the execution by it of the Facility Documents and the exercise of its rights and the
performance of its obligations under the Facility Documents will not result in the creation of,
or any obligation to create, any Security Interest over or in respect of any of its assets other
than in favour of SG and no Security Interest exists or will come into existence over any part
of the assets of the Customer that are subject to a Security Interest created or purported to be
created under any Facility Document; and




(j) it has not taken any action nor (to the best of its knowledge and belief) have any steps
been taken or legal proceedings been started or threatened against it for its winding-up,
dissolution or re-organisation, for the enforcement of any Security Interest over its assets or
for the appointment of a liquidator, supervisor, receiver, administrator, administrative
receiver, compulsory manager, trustee or other similar officer of it or in respect of any of its
assets, nor, to its best knowledge and belief, have any of the foregoing events occurred which
might have an adverse effect on the Facility Documents.



     Sub-clause 9 (d) (Undertakings) shall be replaced by the following wording:





(d) the Customer undertakes to sign, execute and deliver any transfer, deed or other document
which SG may reasonably require the Customer or any other person to sign, execute and deliver
for giving full effect to the terms of any Facility Document or any other relevant document or
for taking or evidencing security over goods, documents or other property or for
perfecting the title of SG to goods, documents or other property or for vesting the same in any
purchaser or purchasers from SG or otherwise;



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     Sub-clause 10 (i) (e) (Events of Default) shall be replaced by the following wording:





(e) the Customer (1) is dissolved; (2) becomes insolvent or is unable to pay its debts or fails
or admits in writing its inability generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of insolvency or
bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law
affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, and,
in the case of any such proceeding or petition instituted or presented against it, such
proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an
order for relief or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the institution or
presentation thereof; (5) has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or
becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all
its assets; (7) has a secured party take possession of all or substantially all its assets or
has a distress, execution, attachment, sequestration or other legal process levied, enforced or
sued on or against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained, in each
case within 30 days thereafter; (8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction has an analogous effect to any of the events
specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or
indicating its consents to, approval of, or acquiescence in, any of the foregoing acts; or (10)
is or may be prevented by the declaration of a moratorium, standstill, waiver, deferral or
rescheduling from making any present or future payments due under any Facility Document or any
step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or
nationalisation of all or any material part of the assets of the Customer;



     Sub-clause 11 (i) (Undertakings) shall be replaced by the following wording:





(i) In addition to any right of set-off or general lien or other right to which SG may be
entitled by law, SG may at any time at its discretion with 24 hours notice to the Customer debit
any account of the Customer or combine or consolidate all or any of the accounts which the
Customer may have with SG with any moneys or liabilities (including contingent liabilities)
outstanding or owing or unpaid to SG by the Customer and set-off any sums standing from time to
time to the credit of any account of the Customer with SG in or towards payment of the
liabilities of the Customer to SG under any Facility Documents. SG is hereby authorised to
purchase with the moneys standing to the credit of any account such other currencies as may be
necessary to effect such application or set-off.



     Sub-clauses (i), (ii) and (iv) of Clause 15 (Miscellaneous) shall be replaced by the following
wording:




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(i) SG may at any time assign any of its rights or transfer by novation all or a portion of its
rights and obligations under any of the Facility Documents to one or more banks or financial
institutions and SG shall inform the Customer in writing following such assignment or novation.
The Customer shall not assign or delegate any of its rights or obligations hereunder without the
prior written consent of SG and any attempted assignment by the Customer without such consent
shall be null and void.




(ii) The Customer hereby irrevocably and unconditionally appoints SG (with full power of
delegation) in the name and on behalf of the Customer to execute, seal and deliver and otherwise
perfect and do any deed, agreement, instrument, act or thing which the Customer ought reasonably
to execute and do under the provisions of any of the Facility Documents or which may be
reasonably required or deemed proper by SG for any purpose in respect of the perfection or
realisation of any Security Interest.




(iv) Any settlements or discharge between SG and the Customer shall be conditional upon no
security or payment to SG by the Customer or any other person being avoided or set aside or
ordered to be refunded or reduced by virtue of any provision or enactment relating to
bankruptcy, insolvency or liquidation for the time being in force and SG shall be entitled to
recover from the Customer the amount of any such payment as if such settlement or discharge had
not occurred.



(2) The Standard Terms shall be amended only as set out above and otherwise shall remain in full
force and effect.



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Schedule 4(a)




Notices




To the Customer:



CHS EUROPE SA

Avenue des Morgines 12

1213 Petit-Lancy

Switzerland




To SG:



Société Générale,

Tour Société Générale,

17 cours Valmy,

92987 Paris La Défense 7 Cedex,

France



Attention: CTY/FIN/COR




Schedule 4(b)




Agent for Service of Process




The Customer appoints



[The Law Debenture Corporate Services Limited at Fifth Floor 100 Wood Street London EC2V 7EX in the United Kingdom]




SG appoints



SOCIETE GENERALE

SG House

41 Tower Hill

London EC3N 4SG



Attention: Head of Legal





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	 	Execution Version






STANDARD TERMS FOR UNCOMMITTED TRADE FINANCE FACILITY




1. General



(i) In consideration of SOCIETE GENERALE (“SG”) acting through its Paris or London offices from
time to time issuing or confirming letters of credits, standby letters of credit, letters of
indemnity, making available short term advances and overdraft facilities, issuing guarantees, bid
and performance bonds, discounting promissory notes, bills of exchange and other receivables or
otherwise making available to CHS EUROPE SA (the “Customer”) banking facilities of whatever nature
(the “Facility”) as more particularly described in the facility letter from SG to the Customer (the
“Facility Letter”), the Customer hereby agrees that these terms and conditions for trade finance
facilities (the “Standard Terms”) shall apply to the Facility unless otherwise specifically agreed
in writing between the Customer and SG.



(ii) In the event that the Customer wishes to enter into a particular transaction with SG pursuant
to the Facility, the Customer shall contact SG for the purposes of agreeing the terms relating to
such particular transaction. If agreed, the terms of such transaction shall be confirmed in writing
by exchange of fax, telex or tested telex, email or letter. Each of the Facility Letter and these
Standard Terms together with any security or other agreement or instruments relating to the
Facility and fax, telex or tested telex, email or letter confirming the terms of any particular
transaction shall be hereinafter called the “Facility Documents”).



(iii) Notwithstanding anything appearing in the Facility Documents or any course of dealing between
the Customer and SG, the Customer accepts that the Facility is uncommitted and that SG shall have
no obligation to provide or to continue to provide all or any of the facilities included hereunder.



(iv) The Facility Documents shall be read and construed as one and the same agreement.




2. Letters of Credit



(i) The Uniform Customs and Practice for Documentary Credits of the International Chamber of
Commerce (ICC Publication UCP N°500)(as amended from time to time) shall apply to letters of credit
opened by SG (each a “Letter of Credit”).



(ii) Letters of Credit may be opened by SG at the written request of the Customer.



(iii) The Customer authorises SG to accept and pay for its account all drafts drawn under and
tendered or negotiated pursuant to any Letter of Credit.



(iv) The Customer authorises SG in respect of all payments made by SG under any Letter of Credit
(including any red clause Letter of Credit) to forthwith debit any such amount paid to the account
of the Customer with SG. Unless otherwise provided in the Facility


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Letter or specifically agreed, the Customer undertakes to ensure that it shall maintain a credit
balance on its account sufficient to cover any payment due under any Letter of Credit as and when
such amounts may be due. In the event that SG receives any amount in relation to the transaction
underlying the Letter of Credit whether through assignment of any contract, assignment of any
letter of credit or otherwise prior to the date of payment by SG under such Letter of Credit,
unless otherwise specifically agreed, the Customer hereby instructs SG to transfer such amount
pending such payment to an account opened by SG in its own name and identified as “Compte de
Gage-Espèces référence CHS EUROPE SA”.



(v) If SG opens a Letter of Credit through a confirming correspondent, the Customer will indemnify
SG against all liabilities to such correspondent under or in respect of such Letter of Credit.



(vi) The Customer agrees that any action taken by SG or by any of its correspondents or agents
under or in connection with any Letter of Credit or the relevant drafts, instruments or demands,
documents or goods, or in action or omission thereof, if taken in good faith, shall be binding on
the Customer and shall not put SG or its correspondents or agents under any resulting liability to
the Customer.



(vii) Without prejudice to any other right which SG may have under any other Facility Document, (a)
until the Customer makes due payment to SG of all moneys due and payable to SG from the Customer in
respect of any Letter of Credit or any Facility Document all documents received by SG or its agents
under any Letter of Credit and the goods represented thereby shall be held by SG as security or (b)
following an Event of Default by the Customer under any Letter of Credit or any Facility Document,
the Customer hereby irrevocably authorises SG to give all such orders as to shipment destination
and delivery of any such goods as the Customer could give and to make any direct arrangement with
the sellers or shippers or carriers as SG may, at its discretion think fit, including the variation
or discharge of any contract, without any liability on the part of SG for any loss arising out of
any such order or arrangement as aforesaid.




3. Letters of Indemnity



The Customer may request SG to countersign letters of indemnity or guarantees or otherwise enter
into agreements with shipping companies or forwarding agents in order to enable the Customer to
obtain delivery of goods without production of a relevant bill of lading or other document or to
cover any discrepancy. The Customer agrees in respect of each such letter of indemnity or guarantee
or agreement countersigned or given by SG that:





(a) the Customer will at all times indemnify SG against any liability arising directly or
indirectly from any such letter of indemnity, guarantee or agreement and against all
liabilities, claims, costs and expenses whatsoever to which SG may become exposed in
respect thereof;



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(b) the Customer will use its best endeavours to obtain each bill of lading or other
document relating to the goods concerned with all necessary endorsements, to produce the
same to each relevant shipping company or forwarding agent concerned or to SG as may be
necessary, and to procure the prompt release and discharge of SG from the relevant letter
of indemnity, guarantee or agreement and the return of such document to SG duly cancelled.
The Customer further authorises SG to endorse in the name of the Customer any relevant bill
of lading or other document, so that the same may be delivered directly by SG to the
relevant shipping company or forwarding agent; and




(c) until release and discharge of SG from the relevant indemnity, guarantee or agreement
and the due honour and discharge by the Customer of all drafts relevant to the goods
concerned, the bills of lading or other documents of title shall, on their receipt by the
Customer if made out to the Customer or to the Customer’s order, be endorsed to SG or as SG
may direct and to no other person, firm, bank or corporation, and in any event the said
goods and the proceeds of sale thereof shall be held by the Customer as agent for and on
behalf of SG.



4. Advances and Overdrafts



(i) Upon request from the Customer, SG may (in its absolute discretion and upon such particular
conditions as it may require) agree to make cash advances or provide overdraft facilities to the
Customer for its general corporate purposes. Such advances may be made (a) for short term financing
requirements (b) in respect of collections, acceptances or cash against documents (c) for freight
or shipping costs (d) for stock financing (e) for initial or variation margin or (f) on a general
overdraft basis.



(ii) In respect of short term advances:





(a) any request for a short term advance must be received by SG not later than 11:00 am
(Paris time) one Paris business days prior to the date of the requested advance and shall
specify (1) the date on which the requested short term advance is to be made, (2) the
amount and currency of the short term advance, (3) the term of the short term advance and
(4) the account number to be credited;




(b) without prejudice to the uncommitted nature of the Facility, SG shall only consider
funding short term advances if (1) the sum of all outstanding short term advances and other
outstandings do not exceed the relevant Facility Limit and (2) the representations and
warranties under Clause 8 are true and accurate;




(c) the Customer acknowledges that any request for an advance is irrevocable; and




(d) SG shall be entitled to assume without enquiry (1) the genuineness of any request for a
short term advance purporting to be signed by an authorised signatory of the Customer and
(2) that the authority of each authorised signatory



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has not been revoked or curtailed in any way unless and until SG shall have received ten
days written notice of such revocation or curtailment.



5. Collections, Acceptances and Discount of Promissory Notes and Bills of Exchange



(i) Save as otherwise agreed, all collections which SG makes on behalf of the Customer of any
documents or drafts in connection therewith shall be subject to the Uniform Rules for Collection,
1995 Revision, International Chamber of Commerce Publication No. URC 522 (or any modification,
amendment or replacement thereof for the time being in force).



(ii) The Customer agrees that in handling any collection SG shall not be under any responsibility
beyond its obligation to act in good faith and to exercise reasonable care in accordance with the
relevant collection instruction from the Customer.



(iii) The Customer agrees that whether SG is acting as collecting bank, remitting bank or
presenting bank, SG shall (unless otherwise specifically agreed and subject only to Clause 5(ii))
retain full recourse against the Customer in respect of any amount advanced against documents
(which amount shall be an advance as described in Clause 4(i)(b)).



(iv) Without prejudice to any of other rights, powers and remedies of SG, whether conferred on SG
hereunder or otherwise, the Customer hereby agrees that (inter alia) the following conditions shall
apply to all transactions whereby SG has purchased or may hereafter from time to time purchase or
negotiate any bill of exchange or promissory note (each hereinafter called a “bill”) drawn or
endorsed by the Customer accompanied by shipping or other documents:





(a) if SG or its agent deems it inadvisable to deliver up any shipping or other document
upon acceptance of any bill, SG is hereby authorised to deliver it only upon payment,
notwithstanding that such procedure may be contrary to any previous instructions of the
Customer;




(b) unless SG has accepted the express instructions of the Customer to the contrary, SG
shall have the right at all times on the request of any drawee to delay presentation of any
bill for acceptance or for payment, and such delay shall not affect the liability of the
Customer to SG in respect of such bill;




(c) if any bill payable in a foreign country is paid by the drawee or acceptor in the local
currency of such country or if currency regulations in such country prohibit or restrict
the transmission of funds from such country, then the Customer will pay to SG in Paris or
London as appropriate the amount of such bill in the currency in which it is drawn,
together with any charges and expenses that SG may have incurred;




(d) the holding by SG of any security additional or collateral to any bill shall not
prejudice its rights on such bill in case of dishonour and any recourse or



-4-









 







proceedings taken by SG thereon or the giving of time by SG or the making of any
arrangements with or accepting any composition from any party to such bill shall not affect
the title of SG to any such security or the liability of the Customer under such bill or
under these Standard Terms;




(e) if any bill is dishonoured by non-acceptance or non-payment, then SG is hereby
authorised to dispose of the goods to which such bill relates at its discretion and at the
sole risk and expense of the Customer, without being under any responsibility in respect of
such disposal, provided only that, if required by the instructions accompanying the bill,
before making such disposal SG shall notify the Customer or its agent. SG is free at its
discretion to protest any bill, which is dishonoured, and to take any other step it may
think necessary to protect its interest therein;




(f) the acceptance by SG of any shipping document relevant to any bill shall be without
prejudice to the liability of the Customer on such bill if it is dishonoured for any reason
whatsoever and the proceeds of the goods are insufficient to cover the amount thereof plus
interest, expenses and commission;




(g) notwithstanding that SG may have debited the Customer with the amount of any bill, the
Customer hereby authorises SG in its absolute discretion, at any time when the Customer is
actually or contingently liable to SG on any account or in respect of any transaction
whatsoever, to commence and continue any proceedings and to take any steps for the recovery
from the acceptors or endorsers of any such bill of any amount due in respect thereof; and




(h) without prejudice to the generality of the powers and discretions of SG, when handling
all or any of the above transactions, the Customer hereby authorises SG or any of its
managers or agents, at its or their absolute discretion, to take any actions including but
not limited to the following: (a) until the Customer makes due payment to SG of all moneys
due and payable to SG from the Customer in relation to any of the above transactions, (1)
to convert into United States dollars by telegraphic remittance or otherwise at its
discretion any moneys received by SG under of by virtue of such document and debit the
account of the Customer with all costs, charges and losses on exchange thereby incurred and
(2) accept or pay for the account of the Customer any draft drawn under any credit facility
afforded by SG to the Customer; and (b) following an Event of Default by the Customer in
relation to or under any of the above transactions, (1) to take conditional acceptance of
any bill (including acceptance for honour) or extend the due date for payment thereof upon
such conditions as SG or any of its mangers or agents think fit (2) to accept payment from
any drawee or acceptor before maturity under rebate or discount (3) to accept partial
payment before maturity and deliver a proportionate part of the relevant goods to any
drawee or acceptor of the relevant bill or any consignee of such goods;



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(v) For the avoidance of doubt and without prejudice to any other rights which SG may have under
any of the Facility Documents, the Customer confirms that, in the event that any advance or
overdraft facilities are made available to the Customer in relation to any collection, acceptance
or discount of promissory note or bill of exchange, SG is irrevocably authorised to apply any
monies received from any third party pursuant to such collection, acceptance or discount directly
to the discharge of such advance or overdraft.




6. Repayment



The Customer shall pay to SG on demand or on their respective due dates all moneys and liabilities
whatsoever which now are or at any time hereafter may be due, owing or payable, in any currency, to
SG by the Customer, actually or contingently, jointly or severally with another or others, as
principal or surety, on any account, with reference to any bill, note or other security, in
connection with any advance, loan, credit, facility, guarantee or indemnity made or issued to or at
the request of the Customer, or in any other manner whatsoever, including commission, discount and
all banking, legal and other fees, costs, charges and expenses whatsoever (on a full indemnity
basis), and also interest on the foregoing, and including, without prejudice to the generality of
the above, all amounts whatsoever which the Facility Letter provides are to be paid by the Customer
to SG.




7. Interest 



(i) Interest on all amounts payable by the Customer to SG shall be payable at the rate stated in
the Facility Letter or at such rate as may otherwise from time to time be agreed. If there has been
no agreement on a rate, such rate shall be a rate determined by SG as its cost of funding plus such
margin for the Customer as has been applied for similar previous transactions. Interest shall
accrue from day to day and shall be calculated on such basis and be payable at such times as SG may
determine in accordance with its usual practice.



(ii) If the Customer fails to pay any sum when due, such overdue amount shall bear interest from
the due date of payment until the actual date of payment at a rate per annum equal to the rate
applicable to overdrafts specified in the Facility Letter plus 2% (two percent). Such interest
shall be compounded monthly and calculated for the actual number of days elapsed on the basis of a
360-day year.




8. Representations and Warranties




     (i) The Customer hereby represents and warrants as of the date that any request is made to SG under
the Facility Letter that:




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(a) it is duly incorporated, validly existing and in good standing under the laws of the place
of its incorporation and the documents which contain or establish its constitution contain
provisions which authorise the Customer to enter into the Facility Documents and to perform the
transactions contemplated thereunder, and all necessary corporate or other action has been taken by
the Customer to so authorise such acts;



(b) the obligations of the Customer under the Facility Documents constitute the legal, valid,
binding and enforceable obligations of the Customer;



(c) the entry into the Facility Documents and the performance by the Customer of the terms thereof
do not and will not constitute a breach of any law, decree, enactment instrument or contract
binding on the Customer or any of its assets and will not result in the creation or imposition of
any charge or encumbrance over any such assets;



(d) no authorisation, approval, consent, licence, exemption, registration, recording, filing or
notarisation and no payment of any duty or tax and no other action whatsoever which has not been
duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity,
enforceability or priority of the liabilities and obligations of the Customer or the rights and
interests of SG under any of the Facility Documents and the Customer has complied with all
necessary exchange control regulations and will promptly procure, or cause to be procured, any
necessary import or export licence or other permit;



(e) no Event of Default has occurred or is continuing and the Customer is not in default under any
instrument or contract binding on it or any of its assets which might have a material adverse
effect on the business, assets or financial condition of the Customer or its ability to perform its
obligations under any of the Facility Documents;



(f) there are no proceedings or claims pending or threatened before any court or tribunal or other
authority which in any case might have a material adverse effect on the business, assets or
condition of the Customer or its ability to perform its obligations under any of the Facility
Documents;



(g) the audited financial statements of the Customer which have been submitted to SG for the
purposes of enabling SG to assess the creditworthiness of the Customer have been prepared on the
basis of generally accepted accounting principles consistently applied, are complete, true and fair
and accurately disclose all liabilities (actual and contingent) of the Customer and the Customer
has disclosed to SG all information relating to itself and all other relevant parties which the
Customer knows and which is material to be known to SG in the context of the transactions herein
contemplated;



(h) it has complied in all material respects with all tax laws in all jurisdictions in which it is
subject to tax and has paid all taxes due and payable by it and no claims are being asserted
against it in respect of taxes except in relation to tax liabilities arising in the ordinary course
of its trading activities or claims contested in good faith and in respect of



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which adequate provision has been made and disclosed in the latest financial statements or other
information delivered to SG;



(i) the execution by it of the Facility Documents and the exercise of its rights and the
performance of its obligations under the Facility Documents will not result in the creation of, or
any obligation to create, any Security Interest over or in respect of any of its assets other than
in favour of SG and no Security Interest exists or will come into existence over any part of the
assets of the Customer that are subject to a Security Interest created or purported to be created
under any Facility Document; and



(j) it has not taken any action nor (to the best of its knowledge and belief) have any steps been
taken or legal proceedings been started or threatened against it for its winding-up, dissolution or
re-organisation, for the enforcement of any Security Interest over its assets or for the
appointment of a liquidator, supervisor, receiver, administrator, administrative receiver,
compulsory manager, trustee or other similar officer of it or in respect of any of its assets, nor,
to its best knowledge and belief, have any of the foregoing events occurred which might have an
adverse effect on the Facility Documents.



9. Undertakings




The Customer undertakes that until all its liabilities to SG under the Facility Documents have been
fully discharged:



(a) the liabilities of the Customer under the Facility Documents will rank at least pari passu in
point of priority and security with all other unsecured unsubordinated liabilities of the Customer
except (i) liabilities which are subject to liens or rights of set-off arising in the normal course
of trading and the aggregate amount of which is not material or (ii) liabilities which are
preferred solely by the laws of country of incorporation of the Customer and not by reason of any
security interest (being any mortgage, charge, pledge, lien, right of set-off, assignment,
hypothecation, security right, fiduciary assignment, fiduciary transfer or other security interest
or encumbrance whatsoever howsoever created or arising, hereinafter a “Security Interest”) granted
by the Customer unless otherwise specifically agreed by SG. Furthermore, the Customer undertakes
that in the event it should offer any Security Interest to any other bank or financial institution
for banking facilities substantially the same or similar to the Facility, it undertakes to provide
the same or substantially similar security in favour of SG;



(b) the Customer will send to SG as soon as they become available, but in any event within six (6)
months of the end of the relevant year or half-year financial periods, a copy of the unaudited (if
appropriate) and audited financial statements of the Customer which financial statements shall (i)
contain an income statement, cash flow statement and a balance sheet, (ii) accurately disclose all
its liabilities (actual and contingent), (iii) be prepared on a basis consistently applied, (iv) be
audited and certified without qualification by a firm of international accountants acceptable to SG
and (v) give a true and fair view of its financial condition;



-8-









 





(c) the Customer shall furnish particulars of any matters concerned with or arising out of the
business, finances, operation and management of the Customer to such extent and in such form and
detail as SG may from time to time reasonably require;



(d) the Customer undertakes to sign, execute and deliver any transfer, deed or other document which
SG may reasonably require the Customer or any other person to sign, execute and deliver for giving
full effect to the terms of any Facility Document or any other relevant document or for taking or
evidencing security over goods, documents or other property or for perfecting the title of SG to
goods, documents or other property or for vesting the same in any purchaser or purchasers from SG
or otherwise;



(e) the Customer shall carry on and conduct its business in a proper and efficient manner and shall
maintain in full force and effect all relevant approvals, permissions and authorisations and will
promptly obtain any further approval, permission and authorisation which it may become necessary to
obtain from any governmental or administrative authority or organisation to enable the Customer to
perform any of the transactions contemplated in, or comply with any of the provisions of, the
Facility Documents;



(f) the Customer agrees to keep all goods which are the object of the Facility provided by SG
adequately covered by insurance satisfactory to SG, with companies satisfactory to SG and at the
request of SG either to assign the policies or certificates of insurance to SG or to make SG the
loss payee under such policy and to furnish SG upon request with evidence of acceptance by the
insurers of such assignment together with proof of payment of all premiums; and



(g) the Customer shall notify SG forthwith if it becomes aware of the occurrence of an Event of
Default under Clause 10 or any event which, with the giving of notice or the lapse of time or the
relevant determination would constitute such an event and provide SG with full details of any steps
which the Customer is taking, or is considering taking, in order to remedy or mitigate the effect
of such event or otherwise in connection with it.



10. Events of Default




(i) Each of the events and circumstances set out below is an Event of Default:



(a) the Customer fails to pay any sum payable by it to SG at the time and in the manner stipulated
in any Facility Document;



(b) other than a failure to pay under Clause 10(i)(a), the Customer commits any breach of or omits
to observe any of the obligations or undertakings expressed to be assumed by it under any Facility
Document and, in respect of any such breach or omission which in the opinion of SG is capable of
remedy, such action as SG may require shall not have been



-9-









 





taken within 10 days of SG notifying the Customer of such default and of such required action;



(c) any representation or warranty made by the Customer to SG in any Facility Document is or proves
to have been incorrect or misleading when made or would be incorrect or misleading if repeated at
any time by reference to the facts and circumstances existing at such time;



(d) the Customer transfers or disposes of a substantial part of its assets or properties or changes
the nature or scope of its business, or suspends a substantial part of the present business
operations it now conducts directly or indirectly, or any governmental authority expropriates all
or part of its assets or properties and the result of any of the foregoing is, in the opinion of
SG, materially and adversely to affect the financial condition of the Customer or its ability to
perform its obligations under any Facility Document;



(e) the Customer (1) is dissolved; (2) becomes insolvent or is unable to pay its debts or fails or
admits in writing its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or
a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding
or petition instituted or presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order
for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each
case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to a consolidation,
amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it
or for all or substantially all its assets; (7) has a secured party take possession of all or
substantially all its assets or has a distress, execution, attachment, sequestration or other legal
process levied, enforced or sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with
respect to it which, under the applicable laws of any jurisdiction has an analogous effect to any
of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance
of, or indicating its consents to, approval of, or acquiescence in, any of the foregoing acts; or
(10) is or may be prevented by the declaration of a moratorium, standstill, waiver, deferral or
rescheduling from making any present or future payments due under any Facility Document or any step
is taken by any person with a view to the seizure, compulsory acquisition, expropriation or
nationalisation of all or any material part of the assets of the Customer;



(f) any consent, licence, authorisation or approval of, or registration with or declaration to,
governmental or public bodies or authorities or courts required in connection with



-10-









 







execution, delivery, performance, validity or enforceability of any Facility Document is modified
in a manner unacceptable to SG, or is not granted or is revoked or expires and is not renewed or
otherwise ceases to be in full force and effect; or



(g) there occurs, in the opinion of SG, a material adverse change in the financial condition of the
Customer or any other event occurs or circumstances arises which, in the opinion of SG, is likely
materially and adversely to affect the ability of the Customer to perform all or any of its
obligations under any of the Facility Documents.



(ii) At any time after an Event of Default occurs SG shall be entitled:




(a) to demand immediate repayment of all outstanding amounts whereupon the same shall
become immediately due and payable;




(b) to suspend, vary or terminate the Facility Letter or cancel any commitment of SG under
the Facility Letter or any other agreement between SG and the Customer; and




(c) to require the Customer to transfer to an account opened by SG in its own name and
identified as “Compte de Gage-Espèces référence CHS EUROPE SA” such amount by way of cash
collateral as SG considers in its absolute discretion will be sufficient to meet the
obligations of the Customer under the Facility Documents and to execute and deliver to SG
such charge or other security documents as SG may request in respect of such account.



11. Combination of Accounts and Set-off




(i) In addition to any right of set-off or general lien or other right to which SG may be entitled
by law, SG may at any time at its discretion with 24 hours notice to the Customer debit any account
of the Customer or combine or consolidate all or any of the accounts which the Customer may have
with SG with any moneys or liabilities (including contingent liabilities) outstanding or owing or
unpaid to SG by the Customer and set-off any sums standing from time to time to the credit of any
account of the Customer with SG in or towards payment of the liabilities of the Customer to SG
under any Facility Documents. SG is hereby authorised to purchase with the moneys standing to the
credit of any account such other currencies as may be necessary to effect such application or
set-off.



(ii) Any moneys received by SG from the Customer in respect of any obligation of the Customer to SG
under any Facility Document may be placed and kept to the credit of an account opened by SG in its
own name and identified as “Compte de Gage-Espèces référence CHS EUROPE SA” for as long as SG
thinks fit and the Customer hereby authorises SG to apply the same or any part thereof in or
towards discharge of any money or liabilities due or incurred by the Customer to SG.



-11-









 





12. Indemnities




(i) If any amount due under the Facility Documents is paid to or recovered by SG in a currency
other than the currency in which the amount was due and if the amount received is insufficient when
converted into the relevant currency at the date of receipt to satisfy in full the amount due, then
the Customer shall, on the written demand of SG, indemnify SG against any additional amount in the
currency of the amount due as is sufficient to satisfy in full the amount due in the currency of
such debt.



(ii) The Customer will indemnify SG against all costs, losses and expenses, if any, incurred by SG
by reason of the acceleration of repayment of all or part of any advance as provided for under any
of the Facility Documents including without limitation any cost incurred by SG in relation to the
amount by which the interest which SG should have received for any period from the date of receipt
of an advance to its maturity date had the principal amount of such advance been paid on the
maturity date exceeds the amount which SG would be able to obtain by placing an amount equal to the
principal amount received by it on deposit with a leading bank in the London Interbank Market for a
period starting on the Business Day following receipt or recovery of such amount and ending on the
relevant maturity date.



(iii) The Customer agrees to pay to SG on demand on the basis of a full indemnity, all expenses,
including legal and out-of-pocket expenses, incurred by SG in connection with any Facility
Document, any approvals thereunder or variations thereof and their preservation or enforcement or
attempted preservation or enforcement. The Customer shall pay all stamp and other duties and taxes,
if any, to which any Facility Document and any other documents in connection therewith, may be
subject or give rise.



(iv) Save only in the case of gross negligence or wilful misconduct on the part of SG, the Customer
agrees to indemnify SG for and hold SG harmless from and against each and every claim, demand,
action, damage, loss or liability which may arise against SG, or any correspondents or agents of SG
by reason of any action taken pursuant to any Facility Document or any Letter of Credit and any
documents or goods related thereto.



13. Changes in Circumstances




If at any time SG determines that it is or will become unlawful or contrary to any directive
(whether or not have the effect of law) of any agency of any state for SG to allow all or part of
the advances to remain outstanding, to make, fund or allow to remain outstanding all or part of any
advance, to carry out all or any of its obligations under the Facility Documents or to charge or
receive interest at the rate or rates applicable or which will be applicable, upon SG notifying the
Customer (a) the Facility shall be cancelled and (b) the Customer shall immediately repay all
advances together with accrued interest thereon and any other sum then due to SG under the Facility
Documents.



-12-









 





14. Taxes




All payments by the Customer shall be made without set-off or counterclaim and free and clear of
any deduction or withholding on account of taxes or otherwise. If any deduction or withholding is
required by law to be made from any amount due from the Customer, the Customer shall pay such
additional amounts as will result in receipt by SG of the full amount which it would otherwise have
received had no such deduction or withholding been made.



15. Miscellaneous




(i) SG may at any time assign any of its rights or transfer by novation all or a portion of its
rights and obligations under any of the Facility Documents to one or more banks or financial
institutions and SG shall inform the Customer in writing following such assignment or novation. The
Customer shall not assign or delegate any of its rights or obligations hereunder without the prior
written consent of SG and any attempted assignment by the Customer without such consent shall be
null and void.



(ii) The Customer hereby irrevocably and unconditionally appoints SG (with full power of
delegation) in the name and on behalf of the Customer to execute, seal and deliver and otherwise
perfect and do any deed, agreement, instrument, act or thing which the Customer ought reasonably to
execute and do under the provisions of any of the Facility Documents or which may be reasonably
required or deemed proper by SG for any purpose in respect of the perfection or realisation of any
Security Interest.



(iii) No failure to exercise, nor any delay in exercising, by SG, any right or remedy under any
Facility Document shall operate as a waiver, nor shall any single or partial exercise of any right
or remedy prevent any further or other exercise or the exercise of any other right or remedy. The
rights and remedies provided in the Facility Documents are cumulative and not exclusive of any
rights or remedies provided by law.



(iv) Any settlements or discharge between SG and the Customer shall be conditional upon no security
or payment to SG by the Customer or any other person being avoided or set aside or ordered to be
refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or
liquidation for the time being in force and SG shall be entitled to recover from the Customer the
amount of any such payment as if such settlement or discharge had not occurred.



(v) If any provision of any of the Facility Documents becomes invalid, illegal or unenforceable in
any respect under any law or in any jurisdiction, such provision shall, as to such law or
jurisdiction be ineffective and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected, or impaired in such jurisdiction



-13-









 







or in any other jurisdiction nor invalidate or render unenforceable such provision in any other
jurisdiction.



(vi) Neither the Customer nor SG intend that any term under any of the Facility Documents should,
by virtue of the Contracts (Rights of Third Parties) Act 1999, confer any rights or benefit on or
be enforceable by any other person.



16. Law




These Standard Terms and each of the Facility Documents (unless expressly provided otherwise) shall
be governed by and construed in accordance with the laws of England.




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	 	Execution Version






This SECURITY DEED dated June 6, 2008 is made between:



(1) CHS EUROPE SA (the “Customer”) having a place of business at Avenue des Morgines 12 1213
Petit-Lancy Switzerland; and



(2) SOCIETE GENERALE (“SG”) having its principal office at Tour Société Générale, 17 cours Valmy,
92987 Paris La Défense 7 Cedex



WHEREAS Société Générale acting through its Paris or London offices is prepared to make available
to the Customer the uncommitted trade finance facilities including issuing or confirming letters of
credits, standby letters of credit, letters of indemnity, making available short term advances and
overdraft facilities, documentary collections and acceptances, issuing guarantees, bid and
performance bonds, discounting promissory notes, bills of exchange and other receivables or
otherwise making available to the Customer banking facilities of whatever nature as more
particularly described in the facility letter from SG to the Customer (the “Facility Letter”) and
subject to the standard terms and conditions of SG for trade finance facilities (the “Standard
Terms”)(the “Facility”).



WHEREAS the availability of the Facility is subject inter alia to the grant by the Customer of the
security described in this Security Deed.



1. Security




In consideration of SG making available the Facility, the Customer grants as continuing security
for the payment or discharge to SG when due of all moneys, obligations and liabilities (whether
actual or contingent and including interest, fees, commissions, expenses and other charges and all
legal and other costs) now or at any time hereafter due, owing or incurred by the Customer to SG on
any account or in any manner whatsoever pursuant to the Facility (all such moneys, obligations and
liabilities being together the “Secured Liabilities”), the following security interests:



     (A) Pledge of Goods and Documents



The Customer hereby pledges to SG:



(a) all goods (including any goods described in or represented by any Pledged Documents) which are
now or may at any time be or be delivered into the possession (whether actual or constructive) of
SG or carried, warehoused or stored in the name of, or otherwise deposited or lodged with, SG or
its agent or nominee (together the “Pledged Goods”);



-1-









 





(b) all bills of lading, airway bills, delivery orders, warrants, warehouse certificates, receipts,
trust receipts, invoices, drafts, bills of exchange, promissory notes, insurance policies,
documents of title or any other document whatsoever which are now or may hereafter be delivered
into the possession (whether actual or constructive) of SG or its agent or nominee (together the
“Pledged Documents”); and



(c) the proceeds of sale or realisation of the Pledged Goods or the Pledged Documents and any
insurance proceeds received with respect thereto.



     (B) Assignment of Rights



The Customer hereby unconditionally and irrevocably assigns to SG by way of security all its
present and future right, title and interest in and to the following (together the “Assigned
Rights”):



(a) contracts (including any proceeds of sale and claims for damages or insurance arising under
such contracts) entered into by the Customer with respect to any goods which have been or are to be
purchased or held by the Customer with the assistance of finance provided directly or indirectly by
SG under the Facility (“Financed Goods”);



(b) guarantees, letters of credit, letters of indemnity or similar obligations issued or incurred
by third parties to the Customer with respect to the Financed Goods or any contract of sale or
purchase relating thereto;



(c) claims the Customer may have against a carrier of any Financed Goods, whether under or pursuant
to a bill of lading or otherwise;



(d) wash-out, book-out, circle settlement, netting or other similar agreement or arrangement
pursuant to which the rights and obligations of the parties to two or more contracts for the sale
and purchase of a particular commodity are effectively cancelled and substituted by new payment
obligations calculated by reference to the sale prices agreed in such contracts;



(e) rights to receive payment in respect of any currency or commodity related hedge arrangements
entered into either with SG or any third party in relation to any risk related to a transaction
financed by SG under the Facility whether such hedge is entered into on an exchange or
over-the-counter; and



(f) things in action which may give rise to any debt, revenue or claim under or pursuant to any of
the property described in 2(B)(a), (b), (c), (d) and (e) above, together with the full benefit of
any guarantee, security or other rights relating to any such property including, without
limitation, reservations of proprietary rights, rights of tracing, unpaid vendors liens and
associated rights.



     (C) Pledge of Cash



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The Customer hereby undertakes to grant to SG from time to time pledges of cash under French law
(“Gage-Espèces”) which Gage-Espèces shall be subject to the following terms:



(a) all sums remitted by the Customer to SG as Gage-Espèces shall be deposited upon the specific
written instructions of the Customer on an account opened by SG in its own name and identified as
“Compte de Gage-Espèces référence [Customer]” (the “Gage-Espèces Account”) and all amounts standing
to the credit of this account (together the “Gage-Espèces Amount”) shall be the property of SG from
the time such amount is credited to the Gage-Espèces Account. Accordingly, the Customer shall have
no right to dispose of, or grant any charge or lien or otherwise encumber any of the Gage-Espèces
Amount;



(b) the Customer shall be compensated for any Gage-Espèces by the payment by SG of an amount equal
to the Gage-Espèces Amount multiplied by a rate per annum determined by SG which shall not be less
than one month LIBID for the currency of the deposit minus 1.25 per cent per annum. Unless
otherwise specifically agreed, such compensation shall be credited by SG monthly to such account of
the Customer as the Customer may designate from time to time;



(c) the Customer hereby irrevocably authorises SG upon any payment being due in respect of any of
the Secured Liabilities to apply by way of set-off the Gage-Espèces Amount to repayment of such
obligation. SG shall promptly notify the Customer of the exercise of such right, specifying the
amount thereof and describing the Secured Liability which has been discharged;



(d) the Gage-Espèces Amount shall fluctuate from time to time during the term of the Facility by
the transfer by the Customer to the Gage-Espèces Account of new cash as new transactions are
entered into by SG with the Customer in accordance with the terms of the Facility Letter and by the
release of cash by SG to the Customer if at any time the Gage-Espèces Amount exceeds of the sum of
amounts of Gage-Espèces from time to time agreed between the Customer and SG pursuant to current
outstanding transactions; and



(e) upon termination of the Facility Letter and full discharge of all Secured Obligations to the
satisfaction of SG, SG shall transfer the Gage-Espèces Amount if any to such account of the
Customer as the Customer may designate.



2. Warranties and Undertakings of the Customer




(i) The Customer hereby warrants that:



(a) it has the right to pledge the Pledged Goods and the Pledged Documents, to assign the Assigned
Rights to SG and to create any Gage-Espèces;



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(b) the Pledged Goods, the Pledged Documents, the Gage-Espèces Amount and the Assigned Rights are
and will remain free from any other mortgage, pledge, charge, lien or encumbrance of any kind and
any other third party rights whatsoever;



(c) this Security Deed constitutes its legal, valid, binding and enforceable obligations effective
in accordance with its terms;



(d) this Security Deed does not and will not conflict with or result in any breach or constitute a
default under any agreement, instrument or obligation to which the Customer is a party or by which
it is bound; and



(e) all necessary authorisations and consents to enable or entitle it to enter into this Security
Deed have been obtained and will remain in full force and effect at all times during the
subsistence of the Secured Liabilities.



(ii) The Customer undertakes:



(a) to pay all freight, warehouse charges, rent and all other costs of transportation and storage
of the Pledged Goods. The Customer shall, if so required by SG, institute proceedings against any
third party responsible for the storage or carriage of any Pledged Goods in the event of any breach
or default by such third party in respect of its obligations to the Customer;



(b) to keep the Pledged Goods insured in their full value against all usual risks and against such
other risks and contingencies and with such insurer as SG may from time to time specify or approve
and, if so required by SG, procure that the interest of SG is endorsed on the policy. The Customer
will pay to SG all sums received under such insurances or otherwise in respect of any loss or
damage of the Pledged Goods. The Customer shall hold the policies of such insurance and proof of
payment of the current premiums on behalf of SG and deliver the same to SG on demand. If the
Customer fails to perform its obligations under this Clause, the Customer agrees that SG may,
without further reference to the Customer, insure such Pledged Goods or pay such amounts, and any
expenditure so incurred by SG shall be for the account of the Customer;



(c) upon the request of SG, to procure that the Pledged Goods are stored separately and segregated
from other goods;



(d) to permit, or procure permission for, SG or its agents or nominees to inspect any Pledged
Goods;



(e) upon the request of SG, to endorse or otherwise transfer or assign the Pledge Documents in
favour of SG or notify any issuer of any warrant or warehouse certificate or receipt of the
interest of SG in the goods or rights represented thereby;



(f) on request by SG, (i) to give notice of the charge hereby created to any person obliged
(contingently or otherwise) to make payment to the Customer of any Assigned Rights and (ii) to give
instructions to such person to pay such Assigned Rights directly to SG by credit to such account as
SG may nominate and (iii) to execute a “bordereau



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Dailly” or complete any such other formality or document as may be desirable under the relevant
applicable law for perfection of the rights of SG in respect of this Security Deed;



(g) to collect the Assigned Rights in a proper and efficient manner in the ordinary course of
business, and will pay the proceeds thereof into such account as SG may direct;



(h) to perform its obligations under all contracts creating or relating to any Assigned Rights and
it will notify SG of any breach of the terms of any such contract by any of the parties thereto;
and



(i) to provide such information relating to the Assigned Rights and take such action with respect
thereto as SG may reasonably require.



3. Agency




(i) Where any Pledged Goods or Pledged Documents have been received by or released to the Customer
(whether against a trust receipt or for the purposes of sale of such goods or otherwise), the
Customer will take delivery and hold to the order of SG such goods or documents as agent for and on
behalf of SG but on terms that the Customer bears the entire risk and expense in relation to the
same.



(ii) If any of the Pledged Goods are sold before full and complete payment of the relevant amount
due under the Facility, the Customer declares that the proceeds of such sales shall be received and
held by the Customer for and on behalf of SG as its agent. The Customer agrees to pay such proceeds
to SG as and when received by the Customer in order that such proceeds may be applied in payment of
the relevant outstanding under the Facility.



(iii) Should any of Pledged Goods or Pledged Documents be delivered to any purchaser without
previous payment, the rights of the Customer against such purchaser shall be assigned to SG in
accordance with the terms of Clause 1(B) of this Security Agreement.



4. Further Assurance




The Customer shall if required by SG (a) execute, sign and deliver all transfers, endorsements,
notices and other documents which SG may from time to time require for constituting or perfecting
any Security Interest or for vesting in SG of title to any of the Pledged Goods, the Pledged
Documents, the Gage-Espèces Amount or the Assigned Rights or for facilitating the delivery of the
same to SG or its nominees or any purchaser and (b) do all such other acts and things as may be
necessary or expedient for effecting any sale or other disposition which SG may make in respect of
all or any of the Pledged Goods, the Pledged Documents, the Gage-Espèces Amount or the Assigned
Rights.



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5. Powers of Bank




(i) The Customer hereby irrevocably appoints SG its true and lawful attorney to give notices, to
demand, receive and enforce payments and to endorse instruments, give receipts and releases and to
sue for monies payable to the Customer.



(ii) SG may, at any time, [with 48 hours notice] [SG to advise], but without additional authority
from the Customer or any other person, sell, assign, transfer, negotiate or otherwise dispose of
the Pledged Documents or the Pledged Goods or the Assigned Rights at such times, in such manner and
generally on such terms and conditions and for such consideration as SG may think fit. After
payment of all costs, expenses, charges, commissions including any freight and insurance costs, the
net proceeds of such disposal shall be applied by SG towards the discharge of the Secured
Liabilities in such order as SG may from time to time conclusively determine. Any such disposal
shall be without prejudice to the right of recourse of SG against the Customer for any deficit
arising from the application of the proceeds of disposal to the Secured Liabilities. Any surplus
monies (if any) following such disposal and application shall belong to the Customer.



(iii) In exercising the power of sale or disposal as aforesaid, SG shall not in any way be
responsible for any loss occasioned thereby howsoever arising. SG shall not to be liable to account
as a mortgagee in possession or for default by any warehouse keeper, broker, auctioneer or other
person employed in connection with the said goods or the sale or other disposal thereof or for any
neglect default loss or damage in connection with any Pledged Goods or Pledged Documents.



6. Miscellaneous




(i) SG may at any time and in its absolute discretion exercise any of the powers conferred upon it
by this letter but it shall have no responsibility to the Customer on account of the exercise or
non-exercise of any such powers or the timing thereof.



(ii) The rights of SG under this Security Deed shall be continuing security for the payment of the
Secured Liabilities and not be considered as satisfied by any intermediate payment or satisfaction
of the whole or any part of any sum or sums of money owing (actually or contingently).



(iii) The security granted by the Customer to SG under this Security Deed is in addition to and
shall be without prejudice to any other lien, right of retention, set-off or combination of
accounts or other right which SG may otherwise have against the Customer arising whether by
contract, law or statute. The rights, powers and remedies provided in this Security Deed are
cumulative and are not, nor are they to be construed as, exclusive of any rights, powers or
remedies provided by law or otherwise.



(iv) The rights of SG hereunder will inure to the benefit of its successors and assigns.



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(v) The rights and obligations of SG hereunder may be sold, assigned, transferred or otherwise
disposed of by SG in whole or in part without the consent of the Customer and SG shall inform the
Customer in writing following such assignment, transfer or novation. The Customer may not sell,
assign, transfer or otherwise dispose of any of its rights or obligations under this Deed without
the prior written consent of SG.



(vi) The Customer shall release, waive and indemnify SG against all losses, costs, damages,
expenses, claim and demands (including, without limitation, any indirect or consequential loss,
loss or damage suffered as a result of an action brought by a third party) arising out of anything
that may be done by SG pursuant to this Security Deed, except in the case of gross negligence or
wilful misconduct on the part of SG.



(vii) No failure on the part of SG to exercise, or delay on its part in exercising, any of its
rights, powers and remedies provided by this Security Deed or by law shall operate as a waiver
thereof. No single or partial waiver of any of such rights preclude any further or other exercise
of such right nor the exercise of any other right.



(viii) No amendments or waiver of any provision of this Security Deed and no consent to any
departure by the Customer therefrom shall in any event be effective unless the same shall be in
writing and signed or approved in writing by SG. Any such waiver or consent if given shall be
effective only in the specific instance and for the specific purpose for which it is given.



(ix) Every provision contained in this Security Deed shall be severable and distinct from every
other such provision. If at any time any provision is or becomes invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected thereby.



(x) Neither the Customer nor SG intend that any term under this Deed should, by virtue of the
Contracts (Rights of Third Parties) Act 1999, confer any rights or benefit on or be enforceable by
any other person.



7. Law




Without prejudice to any relevant local law applicable in relation to the constitution or
perfection of the rights described hereunder, the parties agree that this Security Deed is governed
by and construed in accordance with English law.




IN WITNESS whereof the Customer has caused this letter to be executed as a deed the day and year
below written.




	 	 	 	 	 
	EXECUTED as
a DEED by ________
	 	)	 	 
	for and on behalf of
	 	)	 	 
	CHS EUROPE SA
	 	)	 	 
	 
	 	 	 	 
	 
	 	 	 	 





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	 	(Authorised Signatory)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	(Authorised Signatory)	 	 
	 
	 	 	 	 
	EXECUTED as
a DEED by ________
	 	)	 	 
	for and on behalf of
	 	)	 	 
	Société Générale
	 	)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	(Authorised Signatory)	 	 







-8-











 





PLEDGE AGREEMENT FOR

COMMODITIES IN CIRCULATION




OF 26 June 2008




BETWEEN




LIMITED LIABILITY COMPANY

CHS UKRAINE

AS PLEDGOR




and




SOCIÉTÉ GÉNÉRALE

AS PLEDGEE




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THIS
PLEDGE AGREEMENT FOR COMMODITIES IN CIRCULATION (the
“Agreement”) is made on 26 June 2008, by
and between the following Parties:



Limited Liability Company “CHS UKRAINE” (the “Pledgor”), a legal entity under the laws of Ukraine
with its registered office at 67 Peremogy Avenue, Kiev, 03062, Ukraine, registration number
35704808, represented by General Director [ ] acting pursuant to its constituent documents; and



SOCIÉTÉ GÉNÉRALE (the “Pledgee”), a French banking société anonyme, with a share capital of EUR
548,431,403.75 and its registered office at 29 boulevard Haussmann, 75009 Paris, France,
identification number 552 120 222 RCS Paris (the “Pledgee”), represented by [ ] acting pursuant to
its constituent documents.



RECITALS:




(A) CHS Europe SA, as Customer, and the Pledgee, as Lender have entered into the Uncommitted Trade
Finance Facility Letter of [ ] 2008 (the “Facility Letter”) and Standard Terms for Uncommitted
Trade Finance Facility, pursuant to which the Pledgee has agreed to make available to CHS Europe SA
an uncommitted trade finance facility (the “Facility”) in the aggregate maximum principal amount of
USD 60,000,000 (US Dollars sixty million) for the purpose of financing of general commodities
trading activity of the Pledgor.



(B) Inventory financing sub-limit under the Facility Letter is up to USD 20,000,000 (US Dollars
twenty million), which includes (i) preshipment inventory financing in Russia and Ukraine that
shall be used for advances and overdrafts for a maximum duration of 180 days and (ii) presold
inventory financing at destination (EMEA region) to be used for advances and overdrafts and for a
maximum duration of 180 days.



(C) The Pledgor is a Ukrainian subsidiary of CHS Europe SA. The Pledgor undertakes to act as a
property surety in relation to the Facility as defined in Article 11 of the Law of Ukraine “On
Pledge”.



(D) The Pledgor and the Pledgee accordingly wish to enter into this Agreement on the terms set
forth below.



IT IS AGREED AS FOLLOWS:





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1. DEFINITIONS AND INTERPRETATION




1.1. Definitions




In this Agreement:



“Commodities” means grain commodities more specifically defined in attachments according to
Schedule 2 to this Agreement and stored at the approved warehouses listed in Schedule 1 to this
Agreement, which constitute an integral part of this Agreement.



“Hryvna” means the lawful currency of Ukraine.



“Secured Claims” means all present and future obligations, liabilities and claims (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of CHS
Europe SA to the Pledgee under the Facility Letter, including, without limitation, the obligation
of CHS Europe SA to pay the principal amount due in respect of the Facility and accrued interest
thereon.



“Security Period” means the period beginning on the date of this Agreement and ending on the date
on which either:



(i) all Secured Claims have been unconditionally and irrevocably paid and discharged in full; or



(ii) this Agreement has been terminated by mutual agreement of the Parties.



1.2. Interpretation




(a) In this Agreement, unless the contrary intention appears, a reference to:



(i) an “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed
accordingly;



(ii) an “authorisation” includes an authorisation, consent, approval, resolution, licence, permit,
exemption, filing or registration; and



(iii) a “regulation” includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law, unless otherwise specified) of any governmental,
intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation;



(iv) a provision of law is a reference to that provision as amended or re-enacted;




3









 





(v) a Clause, Paragraph or a Schedule is a reference to a clause or paragraph of, or a schedule to,
this Agreement;


(vi) a document is a reference to that document as amended from time to time; and




(vii) a time of day is a reference to Paris time.



(b) Save as expressly defined herein, capitalised terms defined in the Facility Letter shall have
the same meanings in this Agreement.



(c) The index to and the headings in this Agreement are for convenience only and are to be ignored
in construing this Agreement.



1.3. Currency Conversion




Where, at any time, an amount in Dollars falls to be converted into an amount in Hryvna (or vice
versa), the applicable rate of exchange for such conversion shall be the official rate of exchange
for the conversion of Dollars into Hryvna (or vice versa) determined by the National Bank of
Ukraine for the date of such conversion.



2. SECURITY




2.1. Creation of Security




(a) The Pledgor hereby pledges the Commodities to the Pledgee as security for the prompt and
complete payment and performance of the Secured Claims.



(b) The Secured Claims shall be discharged upon their irrevocable payment in full to the Pledgee.



(c) The Commodities remain in the ownership and possession of the Pledgor until the moment of
delivery to consumers under respective sales contracts entered into between the Pledgor and
consumers (“Sales Contracts”), and the Pledgor may dispose of the Commodities in accordance with
the provisions of such Sales Contracts.



(d) The security created by this Agreement is a first ranking security. The Pledgor hereby grants
to the Pledgee the right to levy execution upon the Commodities and to receive preferential
satisfaction from the value of the Commodities before other creditors of the Pledgor according to
the applicable legislation.



4









 





2.2. Times and Location of Pledge




(a) The Commodities shall be pledged to the Pledgee on the terms and conditions of this Agreement
at all times during the period up to, and including, the time when the Commodities are delivered to
the consumers pursuant to the Sales Contracts.



(b) The Parties agree that during the period described in sub-clause (a) above the Commodities may
be located at the approved warehouses in Ukraine. The list of approved warehouses for storage of
the Commodities is shown in Schedule 1 to this Agreement, which constitutes its integral part.



(c) The Pledgor shall submit to the Pledgee monthly reports specifying the warehouses that accepted
the Commodities for storage, description of the Commodities and other information as shown in
Schedule 2. The Pledgee shall countersign a copy of the report and return a copy of the
countersigned report to the Pledgor. Once the report is so signed by authorised representatives of
both Parties, such notice shall be deemed an integral part of this Agreement.



3. PRESERVATION OF SECURITY




During the Security Period, the pledge constituted by this Agreement shall be a continuing security
and shall only be terminated on the satisfaction of all the Secured Claims and the termination in
full of the obligations of CHS Europe SA (whether actual or contingent) under the Facility Letter,
and shall not be satisfied by any intermediate or partial discharge or payment of the Secured
Claims.



4. REPRESENTATIONS AND WARRANTIES




4.1. Representations and Warranties




The Pledgor makes the representations and warranties to the Pledgee:



(a) the Pledgor is the existing sole owner of the Commodities and the Commodities are to be paid
for in accordance with the terms of the relevant Sales Contracts;



(b) to the best of Pledgor’s knowledge, there subsists no breach of any law which affects or might
affect the value of the Commodities;



(c) there are no covenants, agreements, stipulations, reservations, conditions, interest, rights or
other



5









 







matters whatsoever affecting the Commodities other than the pledge created by this Agreement;
and



(d) the Pledgor has been paying and will continue to pay in full all taxes with respect to the
Commodities.



4.2. Times for Making Representations and Warranties




The representations and warranties set out in Clause 4.1 are made on the date of this Agreement and
are deemed to be repeated by the Pledgor on the date of each request for an advance under the
Facility Letter, each advance date and the first day of each interest period with reference to the
facts and circumstances then existing.



5. UNDERTAKINGS




5.1. Duration




The undertakings in this Clause 5 remain in force throughout the Security Period.



5.2. Other Encumbrances




The Pledgor shall not grant or allow to exist any security over the Commodities other than the
pledge over the Commodities created under this Agreement.



5.3. Access




The Pledgor shall permit the Pledgee and any person nominated by it at all reasonable times to view
the state of any of the Commodities.



5.4. Power to Remedy




In case of failure by the Pledgor to perform any term of any agreement relating to the Commodities,
and to which the Pledgor is a party, the Pledgor hereby permits the Pledgee or its agents and
contractors to take any action as the Pledgee may reasonably consider necessary or desirable to
prevent or remedy any breach of any such term (including exercising the Pledgor’s rights).



5.5. Disposal of Pledged Commodities




The Pledgor shall give two (2) calendar days notice to the Pledgee of its intention to sell or
otherwise dispose of any Commodities during the Security Period. No such disposal of the
Commodities by the Pledgor shall take place except with the prior written consent of the Pledgee.



6









 





5.6. Restoration of the Lost or Damaged Commodities




If during the Security Period the Commodities (or any part thereof) are lost or damaged, or if the
Pledgor’s title thereto is terminated on grounds provided for by law, the Pledgor shall immediately
notify the Pledgee thereof in writing and within a time period agreed with the Pledgee, restore or
replace the Commodities or part thereof with other Commodities of equal value. If such replacement
or restoration of the Commodities or part thereof is impossible within the time period agreed with
the Pledgee, the Pledgor shall provide other security, satisfactory to the Pledgee, in relation to
the Secured Claims.



6. DEALINGS WITH PROPERTY




(a) The Pledgee may, but shall not be obliged to, take any steps necessary to preserve the
Commodities or any part thereof.



(b) At all times during the Security Period, the Pledgor shall only:



(i) be entitled to deal with the whole or any part of the Commodities; or




(ii) assign, transfer, novate or otherwise dispose of all or any part of its rights, title or
interest in or to the Commodities,



only to the extent that such dealing, assignment, transfer, novation or other disposal is not in
breach of the terms of this Agreement.



(c) The Pledgor shall remain solely and fully liable under or in respect of the Sales Contracts to
which it is a party to perform all the obligations and to pay all losses, costs, expenses, taxes
and damages arising in connection with the Commodities or any part thereof.



(d) Unless and until an Event of Default occurs the Pledgor shall be entitled:



(i) to receive all interest and income from use of the Commodities subject to the provisions of
this Agreement;



(ii) to possess and use the Commodities and to exercise any other rights attached to any part of
the Commodities but only in a manner consistent with the terms of this Agreement; and



(iii) to retain use, possession and control of the



7









 







Commodities in any lawful manner consistent with this Agreement.



7. INSURANCE




Throughout the Security Period, the Pledgor shall maintain insurance in respect of the Commodities.
The Pledgor shall ensure that the Pledgee is named as loss payee under the Pledgor’s insurance
policies. All insurances shall be with reputable independent insurance companies or underwriters.



8. LEVY OF EXECUTION




(a) If an Event of Default has occurred and is continuing, the security constituted by this
Agreement shall become enforceable, and the Pledgee shall be entitled to enforce all or any part of
the security in any manner it sees fit with or without judicial procedure or arbitration including,
without limitation:



(i) settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes,
questions and demands relating in any way to any part of the Commodities;



(ii) levy execution against any or all of the Commodities, and bring, prosecute, enforce, defend
and abandon all actions, suits and proceedings in relation to any part of the Commodities which may
seem to it to be expedient and execute releases or other discharges in relation thereto;



(iii) take possession of all or any part of the Commodities, sell all or any part of the
Commodities in any manner permitted by law (including by way of public sale or auction);



(iv) give valid receipts for all moneys payable to the Pledgor in respect of any part of the
Commodities;


(v) apply for and maintain any regulatory permission, consent or licence;




(vi) execute and do all such other acts, deeds and things as the Pledgee may consider reasonably
necessary or desirable for or in relation to any of the purposes set out in this Paragraph (a),
which are permitted under applicable Ukrainian law; and



(vii) collect, recover or compromise and give good



8









 







discharge for any moneys payable to the Pledgor in respect of any part of the Commodities.



(b) If the proceeds received by the Pledgee from the sale of the Commodities or otherwise exceed
the amount of the Secured Claims, the excess shall be returned to the Pledgor within five (5)
business days of receipt. Determination by the Pledgee of the amount of such excess shall be prima
facie evidence of such amount.



9. NO LIABILITY




The Pledgee shall have no liability towards the Pledgor in respect of any cost, claim, expense,
damage, loss or liability (a “Loss”) arising from, any action taken by the Pledgee (or failure to
act) in accordance with the provisions of this Agreement or pursuant to any rights or powers
conferred upon the Pledgee by this Agreement, except where such Loss arises from the gross
negligence or wilful misconduct of the Pledgee.



10. RELEASE




Upon the expiry of the Security Period the Pledgee shall release to the Pledgor all the rights,
title and interest of the Pledgor in the relevant Commodities and give such instructions and
directions as the Pledgor may reasonably require in order to perfect such release.



11. FURTHER ASSURANCE




The Pledgor shall from time to time upon the request of the Pledgee promptly, at its own expense,
execute and deliver any and all such further agreements, documents and instruments, and take such
further actions, which are reasonably contemplated by this Agreement.



12. ENTIRE AGREEMENT




This Agreement shall constitute the entire agreement between the Pledgor and the Pledgee and
supersedes all previous agreements and understandings between the Pledgee and the Pledgor with
respect to the same subject matter.



13. APPLICATION OF PROCEEDS




Any moneys received by the Pledgee after this Agreement has become enforceable shall be applied for
payment of Secured Claims.



9









 





14. AMENDMENTS AND WAIVERS




14.1. Procedure




Any term of this Agreement may be amended or waived only by an instrument in writing signed by the
Parties thereto.



14.2. Waivers and Remedies Cumulative




The rights of the Pledgee under this Agreement:



(a) may be exercised as often as necessary;



(b) are cumulative and do not exclude any of its rights under the laws of any jurisdiction; and



(c) may be waived only in writing and specifically.



Delay in exercising or non-exercise of any such right is not a waiver of that right.



15. NOTICES




15.1. Giving of Notices



All notices or other communications under or in connection with this Agreement shall be given in
writing and, unless otherwise stated, may be made by letter or facsimile. Any such notice will be
deemed to be given as follows:



(a) if by letter, when delivered personally or on actual receipt; and



(b) if by facsimile, when received in legible form.



However, a notice given in accordance with the above but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next working day.



15.2. Addresses for Notices




(a) The postal address and facsimile number of the Pledgor are:



CHS UKRAINE

67 Peremogy Avenue

03062 Kiev Ukraine

Tel.: 380 44 537 35 98




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Fax: 380 44 241 92 16




or such other as the Pledgor may notify to the Pledgee by not less than 5 business days’ notice.



(b) The address and facsimile of the Pledgee:



SOCIÉTÉ GÉNÉRALE

29 boulevard Haussmann

75009 Paris

France

Telephone:

Fax:




or such other as the Pledgee may notify to the Pledgor by not less than 5 business days’ notice.



16. LANGUAGE




(a) Any notice given under or in connection with this Agreement shall be in English.



(b) All other documents provided under or in connection with this Agreement shall be:



(i) in English; or



(ii) if not in English, accompanied by a certified English translation (except as otherwise agreed
by the Pledgee) and, in this case, the English translation shall prevail unless the document is a
statutory or other official document.



17. PROCEEDINGS




The Pledgor hereby consents generally in respect of any proceedings to the giving of any relief or
the issue of any process in connection with such proceedings including the making, enforcement or
execution against any property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.



18. SUCCESSORS AND ASSIGNS




The Pledgor may not assign, transfer, novate or dispose of any of, or any interest in, its rights
and/or obligations under this Agreement without the prior written consent of the Pledgee.



19. SEVERABILITY




If any provision of this Agreement is or becomes



11









 







illegal, invalid or unenforceable in any jurisdiction in relation to any party hereto, that shall not affect the validity or enforceability:



(a) in that jurisdiction of any other provision of this Agreement; or



(b) in other jurisdictions of that or any other provision of this Agreement.



20. LAW AND DISPUTE RESOLUTION




20.1. This Agreement is governed by, and shall be construed in accordance with, the laws of
Ukraine.



20.2. Any dispute arising out of this Agreement or in connection with this Agreement shall be
referred for consideration and final settlement to the International Commercial Arbitration Court
at the Ukrainian Chamber of Commerce and Industry. The parties agree that as to the consideration
and settlement of the dispute the Rules of the International Commercial Arbitration Court at the
Ukrainian Chamber of Commerce and Industry shall apply. The Arbitration Court shall be composed of
three arbitrators. Place of the Arbitration Court meeting shall be Kyiv, Ukraine. Language of the
Arbitration Court proceedings shall be English.



21. REGISTRATION




This Agreement shall be registered with the State Register of Ukraine of Encumbrances of Movable
Properties.



IN WITNESS WHEREOF the parties have duly executed this Agreement in 2 signed originals on the date
first written above, each of which will be considered to be an original but all of which shall
together constitute one and the same Agreement.




12












 





SCHEDULE 1

LIST OF APPROVED WAREHOUSES




	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	 

	 	Poltava Region	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1

	 	LLC Agrofirma
	 	 	20	 	 	village Pogreby,
 Zhovtneva str, 104,
 Globunskij

region
	 
	 	 	 	 	 	 	 	 
	2

	 	LLC Burat
	 	 	100	 	 	36007, Birjuzova str

43a, Poltava
	 
	 	 	 	 	 	 	 	 
	3

	 	OJSC Gadjackyj Elevator
	 	 	100	 	 	37300, Gadjach,
Lenina str 75
	 
	 	 	 	 	 	 	 	 
	4

	 	CJSC Globynskyj elevator
	 	 	70	 	 	39000,Globyne,
Lenina str.
47, 39140,
 Nova Galewina,

Zhovtneva str 84
	 
	 	 	 	 	 	 	 	 
	5

	 	OJSC Grebinkivskij MKZ
	 	 	15	 	 	37400,Grebinka, provylok

Pyrjatynskuyj 52
	 
	 	 	 	 	 	 	 	 
	6

	 	LLC Elevator “Chysta Krunucja”
	 	 	100	 	 	39341,Novosanzhens
kuyj region,
Rudenkivska,Mira str14
	 
	 	 	 	 	 	 	 	 
	7

	 	LLC Inter — Agro
	 	 	20	 	 	36034,Poltava,
 Lyvarna str
4a,
 39000, Poltavska
obl.,
Globyne,Marksa str
65a, 37400, 
Grebinka,
prov. Pyrjatynskyij48
	 
	 	 	 	 	 	 	 	 
	8

	 	LLC Kobeljaky Hlibprodykt
	 	 	142	 	 	39237, Kobeljackij
 region, Butenki,
 Poltavska str 67
	 
	 	 	 	 	 	 	 	 
	9

	 	CSSC Lazirkivski elevator
	 	 	30	 	 	37710, Orzhyckij region,
 Lazirky,Lenina str 79
	 
	 	 	 	 	 	 	 	 
	10

	 	CJSC Mirgorodskij Elevator
	 	 	120	 	 	37600, Poltavska obl., Myrgorod,
 Petrivska str
 15,38100, V.
Baganchanskij
 region, v. Gogolevo,
 Gogolja str 50,
 38300, Shyshackij region,
v. Sagajdak,Fedorenko str 96






13









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	11

	 	LLC Mirgorodskij elevator MKZ
	 	 	16	 	 	36700, Myrgorod,
Khorolska str 44
	 
	 	 	 	 	 	 	 	 
	12

	 	LLC Nauka — Elevator
	 	 	8	 	 	39500,Poltavska obl.,

Karlivka, Ogorodnaja str 1v,
 37710,Poltavska obl.,
 orzhyckij region, lazirky,
 Voroshylova str 1
	 
	 	 	 	 	 	 	 	 
	13

	 	PC agrofirm“Podoljaka”
	 	 	10	 	 	 
	 
	 	 	 	 	 	 	 	 
	14

	 	LLC Poltava — Sad
	 	 	10	 	 	38672, v.Tereshky,
 Shevchenko str 3a
	 
	 	 	 	 	 	 	 	 
	15

	 	OJSC Poltavska XPP
	 	 	100	 	 	36009, Poltava,
 Rybchanska
str 31,
 38413, Poltavska
obl.,
 Reshetylivskij
region,
 Zhovtneve,
Elevatorna str 15,

39500,Poltavska obl.,

Karlivka, Zavodska str 1a
	 
	 	 	 	 	 	 	 	 
	16

	 	Poltavskij KXP
	 	 	10	 	 	36022, Poltava,
 Lenina str 69
	 
	 	 	 	 	 	 	 	 
	17

	 	LLC Posullja
	 	 	10	 	 	37552, Lubenskyj region,
v. Zasullja,
 Komsomolska str 127
	 
	 	 	 	 	 	 	 	 
	18

	 	CJSC Semenivskij elevator
	 	 	25	 	 	38200,Poltavska obl.,
 v.Semenivka, Lenina str 3, 37800,
 Poltavska obl., Khorol, 
Vokzalna str 1
	 
	 	 	 	 	 	 	 	 
	 

	 	Dnepropetrovsk region	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	19

	 	ACTI Novomukolayivskij elevator
	 	 	20	 	 	51653, Verkhnjodniprovskyij rejion,
 v. Novomykolayivkam,
 Suvorova str 1






14









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	20

	 	LLC AJAKS
	 	 	100	 	 	 
	 
	 	 	 	 	 	 	 	 
	21

	 	LLC Bozhedarivskij elevator
	 	 	40	 	 	52323, dnipropetrovska obl.,
Krynychanskyj region,
 Schorsk,
 Vykonkomivska str 1
	 
	 	 	 	 	 	 	 	 
	22

	 	LLC Greynfild-A
	 	 	20	 	 	52433, Solonjanskyj region,
 v. Elizarovo,
 Pryvokzalna 1
	 
	 	 	 	 	 	 	 	 
	23

	 	PC “Intertreyid”, AF
	 	 	12	 	 	52532,Synelnykivskyj region,
 v. Rozdory,
Zaliznychna 4
	 
	 	 	 	 	 	 	 	 
	24

	 	LLC Oril’skij obednanij elevator
	 	 	50	 	 	Novomoskovsryj region,
 Pereschepino, Vatytina str 11
	 
	 	 	 	 	 	 	 	 
	25

	 	LLC “Olimpeks—Agro”
	 	 	16	 	 	51230,Novomoskovskyj rejion,
v. Kilchen,
Pryvokzalna 1
	 
	 	 	 	 	 	 	 	 
	26

	 	LLC Pavlogradzernoprodukt
	 	 	20	 	 	51327, Juryivskyj region,
v. Varvarivka, Prystanciyina
	 
	 	 	 	 	 	 	 	 
	27

	 	CJSC Pererobnuk
	 	 	10	 	 	53003, Kryvorizkyj region,
v Kolomiytceve.
	 
	 	 	 	 	 	 	 	 
	28

	 	OJSC Pjatikhatskij elevator
	 	 	70	 	 	52100, Pjatykhatky,
Klymenka str 1
	 
	 	 	 	 	 	 	 	 
	 

	 	Sumy region	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	29

	 	OJSC Bilovodskij KKHP
	 	 	30	 	 	42070, Romenskyj
 region, Bilovod,
 Bilovodska str 2
	 
	 	 	 	 	 	 	 	 
	30

	 	CJSC Vorozhbjanskij KKHP
	 	 	30	 	 	41811, Bilopilskyj region,
 Vorozhba, Novikova str 15
	 
	 	 	 	 	 	 	 	 
	31

	 	LLC Dubovjazivskij elevator
	 	 	20	 	 	41655, Konotopskyj region,
 v. Dubovjazivka,
 Trudova str 48






15









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	32

	 	OJSC Kirikivska KHPP
	 	 	20	 	 	42831, Veluko — Pusarivskyjregion,
 Kyrivka,
 pr.Pryvokzalnyj str 6
	 
	 	 	 	 	 	 	 	 
	33

	 	LLC Konotopske pidpryjemstvo

khliboproduktiv
	 	 	35	 	 	41600, Konotop,
 Generala Tkhora str 99
	 
	 	 	 	 	 	 	 	 
	34

	 	OJSC Krasnopil’ske KHPP
	 	 	15	 	 	42400, Krasnopillja,
Vokzalna str 60
	 
	 	 	 	 	 	 	 	 
	35

	 	OJSC Lebedinske KHPP
	 	 	40	 	 	42200, Lebedyn,
Zaliznychna str 46
	 
	 	 	 	 	 	 	 	 
	36

	 	OMHI Agro Trade, LLC
	 	 	20	 	 	41400, Gloukhiv,
Indystrialna str 4
	 
	 	 	 	 	 	 	 	 
	37

	 	DP Okhtirskiy KKHP
	 	 	15	 	 	42700, Okhtyrka,
Chervonoarmiyjska str 11
	 
	 	 	 	 	 	 	 	 
	38

	 	LLC Poltavapromservis
	 	 	10	 	 	42600,Trostjanec,
 Gryshyna str 26a
	 
	 	 	 	 	 	 	 	 
	39

	 	CJSC Rayz
	 	 	25	 	 	42305,Sumskyj region,
village Stepanivka
	 
	 	 	 	 	 	 	 	 
	40

	 	DP Khlibna baza
No82
	 	 	50	 	 	41812, Bilopilskyj region,
 Vorozhba, Peremogy str 19
	 
	 	 	 	 	 	 	 	 
	 

	 	Cherkassy Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	41

	 	LLC Victorivske
	 	 	60	 	 	20144 Victorivka,
Kosmodemianska str 3, 36,
Mankivsky region
	 
	 	 	 	 	 	 	 	 
	42

	 	OJSC Gladkovshinske HPP
	 	 	30	 	 	197000, Gladkovshina,
Zolotonosha region
	 
	 	 	 	 	 	 	 	 
	43

	 	LLC Zernogor
	 	 	33	 	 	195000, Gorodiche sity,
Industrialna street, 12
	 
	 	 	 	 	 	 	 	 
	44

	 	OJSC Zhazhkovski elevator
	 	 	100	 	 	192000, Zhazhkiv city,
Mira street, 1






16









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	45

	 	Lebedinski semzavod
	 	 	30	 	 	Lebedin,
 Shpolyanskiy region, 
Zavodska street, 17
	 
	 	 	 	 	 	 	 	 
	46

	 	Tagancha HPP
	 	 	34	 	 	09724, Ivanivka,
Boguslavskiy, Kiyev region, 
Zaliznichna,1
	 
	 	 	 	 	 	 	 	 
	47

	 	Monastiriche HPP
	 	 	30	 	 	19133, Satanivka,
 Monastirishchivskiy region,
Franka street, 19
	 
	 	 	 	 	 	 	 	 
	48

	 	Serdiykivske HPP
	 	 	30	 	 	20705, Smelianskiy region,
Serdukivka
	 
	 	 	 	 	 	 	 	 
	49

	 	LLC Zernotorgivelna compania “Khors”
	 	 	35,6	 	 	Drabovo Bariatinske,
 Drabovskiy region
	 
	 	 	 	 	 	 	 	 
	50

	 	Katerinopolski KHP
	 	 	85,5	 	 	Erki Katerinopolskiy region,
 Lenina street, 47
	 
	 	 	 	 	 	 	 	 
	51

	 	DP Zlatodar
	 	 	161,1	 	 	19700, Zolotonosha,
Shevchenko street, 47
	 
	 	 	 	 	 	 	 	 
	 

	 	Kharkov Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	52

	 	CJSC «Vodyanske khlibopriymalne

pidpriyemstvo»
	 	 	20	 	 	62053, Kharkivska oblast,
Krasnokutskiy region,
 Vodiane village,
 Pidlisna street 2
	 
	 	 	 	 	 	 	 	 
	53

	 	CJSC «Kolomakske khlibopriymalne

pidpriyemstvo»
	 	 	35	 	 	63131, Kharkivska oblast,
Kolomakskiy region,
 Shelestove village,
 Sverdlova str. 1
	 
	 	 	 	 	 	 	 	 
	54

	 	CJSC «Kovyagivskiy kombinat

khliboproductiv»
	 	 	40,7	 	 	63021, Kharkivska oblast,
Valkivskiy region, Kovyagi,
 Privikzalna str. 1
	 
	 	 	 	 	 	 	 	 
	55

	 	CJSC «Zolochivske khlibopriymalne

pidpriyemstvo»
	 	 	36	 	 	62200, Kharkivska obl.,
Zolochivskiy region,
 Zolochiv, 
provulok Bogdana Khmelnitskogo 5
	 
	 	 	 	 	 	 	 	 
	56

	 	LLC Novovodolazhske HPP
	 	 	10	 	 	63200, Kharkivska obl., Vodolaga,
Privokzalna str. 3






17









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	57

	 	CJSC Bliznyukivskiy KHP
	 	 	35	 	 	64801, Kharkivska obl.,
 Bliznyukivskiy region, Bliznyuki,
 Komsomolska str. 11
	 
	 	 	 	 	 	 	 	 
	58

	 	CJSC Likhachivskiy HPP
	 	 	45	 	 	64100, Kharkivska oblast,

Pervomayskiy region,
Pervomaysk, Mira str. 43
	 
	 	 	 	 	 	 	 	 
	59

	 	CJSC Bogodukhivske HPP
	 	 	37	 	 	62102, Kharkivska oblast,
 Bogodukhivskiy region, Bogodukhiv,
 PR Slobodka str. 69
	 
	 	 	 	 	 	 	 	 
	60

	 	CJSC Kigichivske HPP
	 	 	32	 	 	64003, Kharkivska obl.,
 Kigichivskiy region, Kigichivka,
 Sadova str. 19
	 
	 	 	 	 	 	 	 	 
	61

	 	CJSC Gutyanskiy elevator
	 	 	50	 	 	62132, Kharkivska obl.,

Bogodukhivskiy region,
 Gubarivka village,
 Gutyanska str. 91-A
	 
	 	 	 	 	 	 	 	 
	62

	 	CJSC Lozovske HPP
	 	 	40	 	 	64600, Kharkivska oblast,
 Lozovskiy region, Lozova,
 Krasnoarmeyska str. 50
	 
	 	 	 	 	 	 	 	 
	63

	 	CJSC Velikoburlutske HPP
	 	 	45	 	 	Kharkivska obl.,
 Velikoburlutskiy region,
 Velikiy Burluk,
Sverdlova 6
	 
	 	 	 	 	 	 	 	 
	64

	 	CJSC Shevchenkivskiy KHP
	 	 	38,8	 	 	63600, Kharkivska obl.,
 Shevchenkivsky region,
 Shevchenkove, Kirova str. 1
	 
	 	 	 	 	 	 	 	 
	65

	 	OJSC «Balakleyivske khlibopriymalne

pidpriyemstvo»
	 	 	35	 	 	64200, Kharkivska oblast,

Balakleyivskiy region, Balakleya,
 Vtorchermetovska str. 1
	 
	 	 	 	 	 	 	 	 
	 

	 	Vinnitsa Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	66

	 	Barskoye HPP
	 	 	33.0	 	 	Bar, Vokzalna str.26






18









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	67

	 	LLC Bershadskyi KHP (Florino)
	 	 	88.3	 	 	Bershadskyi region,
 Florino,Kolhozna str.1.
	 
	 	 	 	 	 	 	 	 
	68

	 	LLC Bershadskyi KHP (Dzhulinka)
	 	 	20.0	 	 	Bershadskyi region,
 Dzulinka,
 60-richya Zhovtnya str.1
	 
	 	 	 	 	 	 	 	 
	69

	 	LLC Reg Vin-Agroresurs
	 	 	20.0	 	 	Bershadskyi region,
Dzulinka, 60-richya Zhovtnya str.2
	 
	 	 	 	 	 	 	 	 
	70

	 	LLC Vapnyarskiy Elevator
	 	 	102.0	 	 	Tomashpolskiy region, Vapnyarka,
 Gagarina str.6
	 
	 	 	 	 	 	 	 	 
	71

	 	LLC Lui Dreifus Commodities Ltd

(Gaysinskyi silo)
	 	 	80.0	 	 	Gaisyn,
Stantsiyna str.2
	 
	 	 	 	 	 	 	 	 
	72

	 	LLC Khlib Zhmerynshiny
	 	 	55.8	 	 	Zhmerinka,
 Barlyaeva, 2
	 
	 	 	 	 	 	 	 	 
	73

	 	LLC Kalynovske HPP
	 	 	79.0	 	 	Kalynovka,
 Kotsyubynskogo str.33
	 
	 	 	 	 	 	 	 	 
	74

	 	LLC Karolynskyi Elevator
	 	 	31.0	 	 	Nemyrovskyi region,
Karolina
	 
	 	 	 	 	 	 	 	 
	75

	 	OJSC Vinnytsya HP
	 	 	55.7	 	 	Kazatin,
Dovzhenko str, 93
	 
	 	 	 	 	 	 	 	 
	76

	 	CJSC Kotyuzhanske zerno
	 	 	43.4	 	 	Kurylovetskyi region, Obukhiv,
 Zaliznychna,12
	 
	 	 	 	 	 	 	 	 
	77

	 	LLC Kryzhopolskiy Elevator
	 	 	60.0	 	 	Kryzhopol,
 Sovetska str.6
	 
	 	 	 	 	 	 	 	 
	78

	 	OJSC Kublychskyi HPP
	 	 	52.0	 	 	Teplitskyi region, Kulich,
 Zaliznychna,12
	 
	 	 	 	 	 	 	 	 
	79

	 	LLC Lipovetskyi Elevator
	 	 	51.0	 	 	Lipovetskiy region,
 Lipovets,18
	 
	 	 	 	 	 	 	 	 
	80

	 	OJSC Oratovske HPP
	 	 	26.0	 	 	Oratov,
 Privokzalna str.1
	 
	 	 	 	 	 	 	 	 
	81

	 	CJSC Agrofirma Myriv
	 	 	25.0	 	 	Nemirov,
 Lenina str.244






19









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	82

	 	LLC Lui Dreifus Commodities Ltd

(Rahnyanskyi silo)
	 	 	166.9	 	 	Shargorodskiy region,

Rakhny Lisovyiye,
 Mira str.40
	 
	 	 	 	 	 	 	 	 
	83

	 	DP OJSC Vinnytsya HP
	 	 	69.1	 	 	Pogrebische,
 Privokzalna str.47
	 
	 	 	 	 	 	 	 	 
	84

	 	LLC RegVinInvest
	 	 	45.0	 	 	Trostyanets,
 Pervomayska str.1
	 
	 	 	 	 	 	 	 	 
	85

	 	OJSC Khmelnykskyi Elevator
	 	 	65.0	 	 	Khmelnik,
 Poryka str.26
	 
	 	 	 	 	 	 	 	 
	86

	 	DP Podylske boroshno OJSC Kontsern

Khleboprodukt
	 	 	41.0	 	 	Shargorodskyi region, Penkovka,
 Chapaevska str.1
	 
	 	 	 	 	 	 	 	 
	87

	 	DP Veka Vin Vektor Oil Trade
	 	 	25.0	 	 	Shargorodskyi region, Penkovka,
 Sovetska str.1AM
	 
	 	 	 	 	 	 	 	 
	 

	 	Zhytomyr Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	88

	 	OJSC Chudnovske HPP
	 	 	20.0	 	 	Chudnovskyi region, Volshanka,
 Chudnovska str.1.
	 
	 	 	 	 	 	 	 	 
	89

	 	OJSC Andrushovske HPP
	 	 	20.0	 	 	Andrushovka, 
Stantsiyna str.20
	 
	 	 	 	 	 	 	 	 
	90

	 	OJSC Popelnyanskyi HPP
	 	 	20.0	 	 	Popelnya, 
Frunze str.117
	 
	 	 	 	 	 	 	 	 
	 

	 	Ternopol Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	91

	 	CJSC Mlynivtsi
	 	 	52.0	 	 	Zborovskyi region, Mlynivtsi,
 Kabarovetska str.10
	 
	 	 	 	 	 	 	 	 
	92

	 	OJSC Lanovetske HPP
	 	 	31.0	 	 	Lanovtsy,
 Zaliznodorizhna,40
	 
	 	 	 	 	 	 	 	 
	93

	 	LLC Buchachagrokhlebprom
	 	 	38.0	 	 	Buchach,
 Galytska str.160






20









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	94

	 	LLC Zbarazhskyi KHP
	 	 	33.0	 	 	Zbarazh,
 Grushevskogo str, 90
	 
	 	 	 	 	 	 	 	 
	 

	 	Khmelnitsky Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	95

	 	OJSC Antoniny
	 	 	20.0	 	 	Krasilovskyi region, Kremenchuk,
 Vokzalna str.1
	 
	 	 	 	 	 	 	 	 
	96

	 	LLC Ecolinia
	 	 	24.0	 	 	Dunayevskyi region, Petrovka,
 Kutuzova str.33
	 
	 	 	 	 	 	 	 	 
	97

	 	LLC Agrotek-HPP
	 	 	40.0	 	 	Volochyskyi region, Voytovtsy,
 Sovetska,21
	 
	 	 	 	 	 	 	 	 
	98

	 	LLC Kombikormovyu Zavod
	 	 	22.0	 	 	Starokostyantynov,
 Vesnyanske shosse, 5
	 
	 	 	 	 	 	 	 	 
	 

	 	Kirovograd region	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	99

	 	LLC Alexandria elevator prom

Pantaevka
	 	 	25,6	 	 	28050 Aleksandriyskiy region,
 Pantaivka,
 Dzerzhinskogo street 1
	 
	 	 	 	 	 	 	 	 
	100

	 	OJSC Schaslivske
	 	 	33	 	 	28050 Aleksandriyskiy region, Dobronadiyvka,
 Privokzalna street 55
	 
	 	 	 	 	 	 	 	 
	101

	 	“Kirovodradoliya” elevator #2
	 	 	105	 	 	25013, Kirovograd,

Urozhaina street 30
	 
	 	 	 	 	 	 	 	 
	102

	 	AP LLC “Dolinskiy KZ”
	 	 	19,6	 	 	28500 Dolinskiy region, Dolinskaya,
 Voikova 1
	 
	 	 	 	 	 	 	 	 
	103

	 	OJSC “Ermilivske HPP”
	 	 	50	 	 	26533, Golovanivskiy region, Emilovka,
 Lenina street 2
	 
	 	 	 	 	 	 	 	 
	104

	 	LLC ACTI Znamenskiy elevator
	 	 	100	 	 	27405 M.Znamianka,
 Osadtchego 95
	 
	 	 	 	 	 	 	 	 
	105

	 	OJSC Kuntsovskiy elevator
	 	 	110	 	 	28228, Novgorodkivskiy region, Kuntsivka,
 Privokzalna street 5






21









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	106

	 	Zlinka DP Khlebnaya baza 78
	 	 	230	 	 	26232, Maloviskivskiy region, Zlinka,
 Valegina street 1
	 
	 	 	 	 	 	 	 	 
	107

	 	KHP# 2
	 	 	115	 	 	25014, Kirovograd,
 Prospekt Inzheneriv 2
	 
	 	 	 	 	 	 	 	 
	108

	 	Shestakovske HPP
	 	 	 	 	 	25014, Kirovograd,
 Prospekt Inzheneriv 2
	 
	 	 	 	 	 	 	 	 
	109

	 	DP Novo Ukrainske KHP
	 	 	120	 	 	27100, NovoUkrainka,
 Tchaikivskogo street 28
	 
	 	 	 	 	 	 	 	 
	110

	 	OJSC M.Viskovske HPP
	 	 	25	 	 	26200, Malaya Viska,
 Zhovtneva
street 161a
	 
	 	 	 	 	 	 	 	 
	111

	 	OJSC Novo Mirgorodskiy elevator
	 	 	135	 	 	26000, Novomirgorod,

Zaliznichna street 45
	 
	 	 	 	 	 	 	 	 
	112

	 	CJSC “Zernoproduct”
	 	 	20	 	 	27100 NovoUkrainka,

Kurchatogo street 36
	 
	 	 	 	 	 	 	 	 
	113

	 	OJSC Yosipivskiy HPP
	 	 	33	 	 	26625, Olshanskiy region,

Zaliznitchnoe
	 
	 	 	 	 	 	 	 	 
	114

	 	OJSC Riadovskiy
	 	 	40	 	 	28237, Petrivskiy region,

Ryadove,
 Druzhby street 14
	 
	 	 	 	 	 	 	 	 
	115

	 	Trepovske HPP
	 	 	30	 	 	27400 Znamianskiy region,

Kirovogradska 1A
	 
	 	 	 	 	 	 	 	 
	116

	 	OJSC Fundukleevske HPP
	 	 	30	 	 	27300 Alexandrivskyi

region, Alexandrivka,
 Vokzalnaya 3
	 
	 	 	 	 	 	 	 	 
	117

	 	OJSC Tsibulivske HPP
	 	 	15	 	 	27340, Alexandrivskiy

region, Mikhailivka,

Vokzalna street 18
	 
	 	 	 	 	 	 	 	 
	118

	 	LLC Korolevske HPP
	 	 	15	 	 	28020, Alexandrivskiy

region, 
Gagarina 16
	 
	 	 	 	 	 	 	 	 
	119

	 	LLC UkrAgroKom
	 	 	55	 	 	28043, Aleksandrivskyi region, Golovkivka,

Zhovtneva street 1






22









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	120

	 	Aleksandrivskiy KKZ
	 	 	3	 	 	27300, Aleksandrivka,

Lenina street 67/17
	 
	 	 	 	 	 	 	 	 
	121

	 	Agrokontract Pomoshnaya
	 	 	16	 	 	25006, Kirovograd,

Shevchenka street 51
	 
	 	 	 	 	 	 	 	 
	122

	 	Krupianoy Dom
	 	 	16	 	 	25014. Kirovograd,

Prospekt Inzheneriv 11
	 
	 	 	 	 	 	 	 	 
	123

	 	Orion
	 	 	3	 	 	27100, NovoUkrainskyi region, NovoUkrainka,

Kirova 17
	 
	 	 	 	 	 	 	 	 
	 

	 	Lugansk region	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	124

	 	Branch “Bilokukakinskiy silo
	 	 	71,1	 	 	92200, Lugansk obl., Belokurakino,
 238 Chapaeva str.
	 
	 	 	 	 	 	 	 	 
	125

	 	LLC Krasnorichenske
	 	 	40,5	 	 	92915, Lugansk obl.,

Krasnorechenskoe vill,
 36
Shevchenko str.
	 
	 	 	 	 	 	 	 	 
	126

	 	Llc “Lutuginskoe Hpp”
	 	 	23,7	 	 	92000, Lugansk obl., Lutugino,
 2
Zheleznodorozhnaya str.
	 
	 	 	 	 	 	 	 	 
	127

	 	CJSC SPF “Agroton”
	 	 	151,2	 	 	93500, Lugansk obl., Novoaydar,
 42 Oktyabskaya str.
	 
	 	 	 	 	 	 	 	 
	128

	 	CJSC “Popasnaya Agro”
	 	 	28,2	 	 	93301, Lugansk obl., Popasnaya,
 11 Chekhova str.
	 
	 	 	 	 	 	 	 	 
	129

	 	DP “Rovenkovskiy KHP”
	 	 	14	 	 	94700, Rovenki,
 7 Engelsa str.
	 
	 	 	 	 	 	 	 	 
	130

	 	CJSC “Rubezhnoe Agro”
	 	 	21,1	 	 	93008, Rubezhnoe,
 138 Kievskaya str.
	 
	 	 	 	 	 	 	 	 
	131

	 	CJSC “Svatovo Agro”
	 	 	49,9	 	 	92600, Lugansk obl., Svatovo, 
24 “50 l. Pobedy” sq.
	 
	 	 	 	 	 	 	 	 
	132

	 	LLC “Dolzhanskiy Silo”
	 	 	24,6	 	 	94806, Lugansk obl., Sverdlovsk,
 130 Chaykovskogo str.






23









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	133

	 	LLC “Agrariy”
	 	 	24	 	 	93720, Lugansk obl.,
 Slavyanoserbskiy rg,
Frunze,
 51 Internacionalnaya str.
	 
	 	 	 	 	 	 	 	 
	134

	 	Llc “Ogorodnee”
	 	 	25	 	 	93613, Lugansk obl.,

Stanichno-Luganskiy rg,
 Petrovka, 18 Centralnaya str.
	 
	 	 	 	 	 	 	 	 
	135

	 	LLC “Olhovskoe”
	 	 	37,5	 	 	93653, Lugansk obl.,

Stanichno-Luganskiy rg,

Olhoviy, 8 Sverdlova str.
	 
	 	 	 	 	 	 	 	 
	136

	 	OJSC “Starobelskiy Silo”
	 	 	163	 	 	92700, Lugansk obl.,

Starobelsk, 4 “1st May” str.
	 
	 	 	 	 	 	 	 	 
	137

	 	CJSC “Troitskoe Agro”
	 	 	24	 	 	92100, Troitskoe, 85

Chkalova str.
	 
	 	 	 	 	 	 	 	 
	 

	 	Zaporozhye Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	138

	 	DP “DP Agroservice 2000”
	 	 	32	 	 	Zaporozhye,
 Zachinyayeva str. 113
	 
	 	 	 	 	 	 	 	 
	139

	 	CJSC Tokmak-Agro
	 	 	63	 	 	Zaporozhye oblast,
 Tokmak, Shchavy str. 84
	 
	 	 	 	 	 	 	 	 
	140

	 	CJSC Gaychur-Agro
	 	 	60	 	 	Zaporozhye obl.,

Ternovate,
 Elevatorna str. 4
	 
	 	 	 	 	 	 	 	 
	141

	 	CJSC Vasilivka-Agro
	 	 	35	 	 	Zaporozhskaya obl.,

Vasilivka, Marta 8 street
	 
	 	 	 	 	 	 	 	 
	142

	 	JSC Volnyanskiy KHP
	 	 	40	 	 	Zaporozhye obl.,

Volnyansk, per. Matrosova 22
	 
	 	 	 	 	 	 	 	 
	143

	 	DP Khlibna baza # 74
	 	 	120	 	 	Zaporozhye obl.,

Tokmakskiy region,
Molochansk, 
Vokzalna str. 125
	 
	 	 	 	 	 	 	 	 
	144

	 	JSC Akimovskiy elvator
	 	 	100	 	 	Zaporozhye obl., 
Akimovka, Kurortna str. 1






24









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	145

	 	JSC Verkhnyotokmakskiy KHP
	 	 	29	 	 	Zaporozhye obl.,

Chernigovskiy region,

Verkhniy Tokmak
	 
	 	 	 	 	 	 	 	 
	146

	 	JSC Troyanivskiy elvator
	 	 	60	 	 	Zaporozhye obl,
 Berdyansky
region,
 Shkolna str. 1
	 
	 	 	 	 	 	 	 	 
	147

	 	JSC Orikhivske HHP
	 	 	50	 	 	Zaporozhye obl.,
 Orekhov, Privokzalna 44
	 
	 	 	 	 	 	 	 	 
	148

	 	JSC Magedivske HPP
	 	 	26	 	 	Zaporozhye obl., Pology
region,
 Magedovo Tsentralnaya str. 24
	 
	 	 	 	 	 	 	 	 
	149

	 	JSC Rosivskiy Elevator
	 	 	60	 	 	Zaporozhye obl., Rozivka,

Vokzalna str 72
	 
	 	 	 	 	 	 	 	 
	150

	 	CJSC Belmanka-Agro
	 	 	25	 	 	Zaporozhye obl.,

Kuybyshevskiy region,
 Belmanka
	 
	 	 	 	 	 	 	 	 
	151

	 	LLC Primorskiy Agrotehservis
	 	 	15	 	 	Zaporozhye obl., Primorsk,

Chapaev str. 8a
	 
	 	 	 	 	 	 	 	 
	 

	 	Dnepropetrovsk Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	152

	 	CJSC Slavgorod-Agro
	 	 	35	 	 	Dnepropetrovsk obl.,

Sinelnikovsky region, Slavgorod,
 Mayska str. 1
	 
	 	 	 	 	 	 	 	 
	153

	 	CJSC Sinelnikovo-Agro
	 	 	35	 	 	Dnepropetrovsk obl.,

Sinelnikovsky region, Sinelnikovo,
 per. Uyutniy 10
	 
	 	 	 	 	 	 	 	 
	154

	 	“Nikopilska ZK” LLC
	 	 	30	 	 	Dnepropetrovska obl.,

Nikopil, pr. Electrometallurgiv provulok 224
	 
	 	 	 	 	 	 	 	 
	155

	 	OJSC Chortomlikske HPP
	 	 	35	 	 	Dnepropetrovsk obl.,

Nikopilskiy region,
 Chertomlik
	 
	 	 	 	 	 	 	 	 
	156

	 	Mogilivske HPP LLC
	 	 	35	 	 	Dnepropetrovsk obl.,

Tsarichanskiy region,

Mogilyov, Dniprovska str. 6






25









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	157

	 	OJSC Rozivsky elevator

(Novomoskovsky branch)
	 	 	40	 	 	Dnepropetrovsk obl.,

Novomoskovsk,
 Turgeneva str. 12
	 
	 	 	 	 	 	 	 	 
	158

	 	OJSC Rozivsky elevator (Dmitrivsky

branch)
	 	 	35	 	 	Dnepropetrovsk region,

Petropavlivskiy region,

Dmitrivka village
	 
	 	 	 	 	 	 	 	 
	159

	 	OJSC Rozivsky Elevator

(Radushnyanskiy branch)
	 	 	35	 	 	Dnepropetrovsk obl,

Krivorizhskiy region,

Radushne village
	 
	 	 	 	 	 	 	 	 
	 

	 	CRIMEA	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	160

	 	OJSC Dzhankoyskiy Elevator
	 	 	100	 	 	Crimea,
 Dzhankoy city
	 
	 	 	 	 	 	 	 	 
	161

	 	OJSC Urozhaynensky KHP
	 	 	150	 	 	Crimea,
 Krasnoperekopskiy region, 
Urozhayne village
	 
	 	 	 	 	 	 	 	 
	 

	 	Kherson Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	162

	 	Nikopolska ZK LLC/Kochakrivka branch
	 	 	35	 	 	Kherson obl,
 berislavsky region, Kochkarivka,

Voroshilova str.
	 
	 	 	 	 	 	 	 	 
	163

	 	Nikopolska ZK LLC/Blakitnyansky HPP

branch
	 	 	35	 	 	Kherson obl.,
 Blakitne, Zaliznichna str. 5
	 
	 	 	 	 	 	 	 	 
	 

	 	Donetsk Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	164

	 	Karanskiy branch of OJSC Rozivsky
Elevator
	 	 	30	 	 	Donetska Obl.,

Telmanivskiy region,

Andriyivka town
	 
	 	 	 	 	 	 	 	 
	 

	 	Nikolaev Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	165

	 	OJSC Lyudmilovskiy elevator
	 	 	91	 	 	55423, Bratskiy region,

Lyudmilivka station,

Vokzalnay 1






26









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	166

	 	OJSC Yavkinskiy elevator
	 	 	51	 	 	56156, Bashtanskiy region,

Dobre, Tsentralna street 1.
	 
	 	 	 	 	 	 	 	 
	167

	 	DP Mikolaivskiy portoviy elevator
	 	 	69	 	 	54002, Mikolayv,

Slobidska 122/1
	 
	 	 	 	 	 	 	 	 
	168

	 	OJSC Mikolayvskiy KHP
	 	 	76.5	 	 	54042, Mikolayv, 1

Slobidska 122
	 
	 	 	 	 	 	 	 	 
	169

	 	LLC Novobuzhskiy filial Agroexport

Yug
	 	 	70	 	 	55600, Nobiy Bug,
 Vatytina 1
	 
	 	 	 	 	 	 	 	 
	170

	 	OJSC Trikratskiy KHP
	 	 	60	 	 	56534, Vosnesenskiy region,
 Trikraty
	 
	 	 	 	 	 	 	 	 
	171

	 	OJSC Varvarivskiy elevator DP Mikolayvskiy elevator
	 	 	57.8	 	 	54036, Mikolayiv,
Admirala Makariva 31
	 
	 	 	 	 	 	 	 	 
	172

	 	CJSC Veselinivske ZPP
	 	 	27,1	 	 	57100, Veselinove,

Zhovtnevoi Revolutsii 2
	 
	 	 	 	 	 	 	 	 
	173

	 	CJSC Yuzhniy elevator (Snigirivskiy)
	 	 	70	 	 	57300, Snigurivka,
 Lenin str., 14.
	 
	 	 	 	 	 	 	 	 
	174

	 	OJSC Kamenomostivskiy HPP
	 	 	70	 	 	55232, Pershotravneviy

region,
 Kamianiy Mist,

Kosmonavtiv street
	 
	 	 	 	 	 	 	 	 
	175

	 	OJSC Zaselske HPP
	 	 	40	 	 	Zhovtneviy region,
 Zasilia
	 
	 	 	 	 	 	 	 	 
	176

	 	OJSC Kolosovskiy elevator
	 	 	53.5	 	 	57030, Veselinivskiy region,
 Kuydrivka
	 
	 	 	 	 	 	 	 	 
	177

	 	LCC Bandurskiy elevator
	 	 	60	 	 	55247, Pershotravneviy region,
 Bandirka
	 
	 	 	 	 	 	 	 	 
	178

	 	Kazankivskiy elevator OJSC
	 	 	62	 	 	56030, Kazankivskiy region,
 Kazanka, Zhovtneva, 41.






27









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	179

	 	Agroexport Yug, Kotliarivska filia

LLC
	 	 	50	 	 	57263, Zhovtneviy region,

Shevchenkove,
 Urozhaynaya street 17
	 
	 	 	 	 	 	 	 	 
	180

	 	LLC Golagonivske HPP
	 	 	18	 	 	57372, Snegirivskiy

region,
 Galovanivka,
 Parovozna 5
	 
	 	 	 	 	 	 	 	 
	 

	 	Kherson Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	181

	 	OJSC Kalanchakske HPP
	 	 	100	 	 	Khersonskyi region22,
Kalanchatskiy raion, Mirne,
 Elevatorna street 5
	 
	 	 	 	 	 	 	 	 
	182

	 	Robusta-Agro LLC (Brilivskiy

elevator)
	 	 	56.3	 	 	75143, Tsuyrupinskiy region, Brilivka,
 Radianska 64
	 
	 	 	 	 	 	 	 	 
	183

	 	Serogozskiy KHP
	 	 	84	 	 	74721, Nizhneserogozskiy region,
 Sirogozy
	 
	 	 	 	 	 	 	 	 
	 

	 	Odessa Oblast	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	184

	 	OJSC“Aliyagske HPP”
	 	 	60	 	 	68414,Artsizskiy region,

village Novokholmskoye,

str.Zernovaya,1
	 
	 	 	 	 	 	 	 	 
	185

	 	OJSC“Artsizske HPP”
	 	 	50	 	 	Artsiz town,str.

Chapayeva, 44
	 
	 	 	 	 	 	 	 	 
	186

	 	OJSC“Baltske HPP”
	 	 	60	 	 	Baltskiy Region,
 village Bilyeno
	 
	 	 	 	 	 	 	 	 
	187

	 	OJSC“Byelgorod-Dnestrovskoyealtskoye
KHP”
	 	 	40	 	 	67700, Odesskaya obl.,
Belgorod-Dnestrovskiy town,
 str. Odesskoye shosse, 10
	 
	 	 	 	 	 	 	 	 
	188

	 	OJSC“Berezovskiy elevator”
	 	 	80	 	 	67300, Odesskaya obl.,
Berezovka town,
 str. Pristantsionnaya, 4
	 
	 	 	 	 	 	 	 	 
	189

	 	“Zherebkovskiy elevator”, LLC
	 	 	40	 	 	Odesskaya obl.,

Ananiyevskiy Region,

village Zherebkovo
	 
	 	 	 	 	 	 	 	 
	190

	 	OJSC“Zaplazskoye HPP”
	 	 	45	 	 	Odesskaya obl.,

Lyubashovka Region,

village Soltanovka






28









 






	 	 	 	 	 	 	 	 	 
	 	 	Warehouse	 	Storage	 	 
	No	 	Name	 	Capacity	 	Warehouse Address
	 
	 	 	 	 	 	 	 	 
	191

	 	OJSC“Zatishanskoye HPP”
	 	 	55	 	 	Odesskaya obl.,

Frunzovskiy Region,

village Zatishiye
	 
	 	 	 	 	 	 	 	 
	192

	 	“Dunayzernoexport”, LLC
	 	 	35	 	 	68600, Izmail town,
 str. Portovaya, 1
	 
	 	 	 	 	 	 	 	 
	193

	 	“Lad”, LLC Kiliya
	 	 	65	 	 	68300, Odesskaya obl.,

Kiliya town,
 str. Dzerzhinskogo, 5
	 
	 	 	 	 	 	 	 	 
	194

	 	“Kodimskiy elevator”, LLC
	 	 	 	 	 	66000, Odesskaya obl.,

Kodima, str. Dzerzhinskogo, 1
	 
	 	 	 	 	 	 	 	 
	195

	 	“Kulevchanskiy elevator”, LLC
	 	 	45	 	 	Odesskaya obl.,
 Saratskiy
Region,
 village Kolesnoye
	 
	 	 	 	 	 	 	 	 
	196

	 	“Lyubashovskiy elevator”, LLC
	 	 	110	 	 	66500, Odesskaya obl.,

Lyubashovka town,
 str.
Sportivnaya, 4
	 
	 	 	 	 	 	 	 	 
	197

	 	OJSC“Razdelnyanskij elevator”, LLC
	 	 	30	 	 	Odesskaya obl.,

Rozdeljnaya town,
 str.
Lenina, 85
	 
	 	 	 	 	 	 	 	 
	198

	 	DP“Khlebnaya baza No. 77” Rotovo
	 	 	100	 	 	67200, Odesskaya obl.,

Ivanovka town,
 Rotovskiy elevator
	 
	 	 	 	 	 	 	 	 
	199

	 	OJSC“Chubovskoye zerno”
	 	 	47	 	 	Odesskaya obl.,

Krasno-Okhyanskij Region,

village Chubovka
	 
	 	 	 	 	 	 	 	 
	200

	 	RIVA Holding
	 	 	45	 	 	68600, Izmail town,
 str. Nakhimova, 112







29












 





SCHEDULE 2

REPORT ON STORAGE OF

COMMODITIES




[date]




SOCIÉTÉ GÉNÉRALE

29 boulevard Haussmann

75009 Paris

France




For the attention of: [name]




Re: Pledge Agreement of [date] between Société Générale and CHS Ukraine




Dear Sirs:



In accordance with clause 2.2 of the Pledge Agreement for Commodities in
Circulation made on [date] between Société Générale and CHS Ukraine (the
“Agreement”), we hereby submit the following information specifying the
location and terms of storage of Commodities according to the Agreement:




	 	 	 	 	 	 	 	 	 
	Warehouse

	 	Warehouse Name
	 	Description of
	 	 
	 	Term of
	Receipt Number

	 	and Address
	 	Commodity
	 	Weight	 	Storage
	 
	 	 	 	 	 	 	 	 




Please confirm your approval by respective signing of this notice and
returning it to us.




Yours respectfully,




Signed:

Name:

Director of CHS Ukraine




ACKNOWLEDGEMENT

SOCIÉTÉ GÉNÉRALE




This notice is approved by:




Signed:

Name:

Position:




30









 





SIGNATURE PAGE



This Agreement is signed by the following Parties:




	 	 	 
	The Pledgor
	 	 
	CHS UKRAINE
	 	 
	 
	 	 
	 
	 	 
	 

By:
	 	 
	Title:
	 	 
	 
	 	 
	The Pledgee
	 	 
	SOCIÉTÉ GÉNÉRALE

	 	 
	 
	 	 
	 
	 	 
	 

By:
	 	 
	Title:
	 	 







31