Exhibit 10.4

 

CONTRACT FOR THE DELIVERY AND SALE OF RAW SUGAR

 

This Contract for the Delivery and Sale of Raw Sugar (the “Contract”), dated as of October 7, 2009, is made between Seller and Buyer, as defined below, on the following terms and conditions:

 

	
1. Seller
    	
 
    	
1.1 Hawaiian   Sugar & Transportation Cooperative, an agricultural association   organized under the laws of the State of Hawaii (“Seller”).  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.2 Buyer hereby   agrees that, in the event Seller is dissolved in accordance with applicable   law, all of Seller’s rights and obligations under the Contract may be   assigned to Hawaiian Commercial & Sugar Company, a division of   Alexander & Baldwin Inc., a Hawaii corporation, and the Contract   shall remain in full force and effect and without change.
    
	
 
    	
 
    	
 
    
	
2. Buyer
    	
 
    	
2.1 C&H Sugar   Company, Inc., a Delaware corporation (“Buyer”).
    
	
 
    	
 
    	
 
    
	
3. Term
    	
 
    	
3.1 The term of   the Contract shall cover the Sugar, as defined below in Section 4.1,   supplied by Seller to Buyer for crop years 2010, 2011 and 2012.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.2 Seller has the   option, which may be exercised on or before June 30, 2010, to cancel all   or part of the Sugar deliveries from the 2011 and 2012 crop years covered by   the Contract that are not yet priced as described below in Section 9, at   time of exercise.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.3 Seller has the   option, which may be exercised on or before June 30, 2011, to cancel all   or part of the Sugar deliveries from the 2012 crop year covered by the   Contract that are not yet priced, as described below in Section 9, at   time of exercise.
    
	
 
    	
 
    	
 
    
	
4. Quantity
    	
 
    	
4.1   The Contract shall cover Seller’s crop years 2010, 2011, and 2012. 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.2   Seller shall deliver to Buyer a quantity equal to Seller’s non-food grade   sugar (“Sugar”) production each crop year (“Total Quantity”). All weights of   Sugar delivered under the Contract shall be avoirdupois. For purposes of   pricing, the Total Quantity shall be segregated into two categories as   defined in Sections 5.3 and 5.4 below. 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.3   “Benchmark Quantity” each crop year under the Contract shall be 102,000 short   tons (st). 
    


 











 

	
 
    	
 
    	
4.4   “Additional Quantity” shall be the excess, if any, of the Total Quantity over   the Benchmark Quantity.
    
	
 
    	
 
    	
 
    
	
5. Quality
    	
 
    	
5.1 Quality of the   Sugar shall be as per the quality provisions of the Domino Sugar Corporation   General Contract Terms, dated September 30, 1991, as amended, which is   attached hereto as Exhibit A (“Domino Terms”); provided, however, that   the polarization premia provisions described below in Section 12 shall   supersede any inconsistent provisions of the Domino Terms. If the sugar’s   polarization is over 99.0 degrees and polarization is paid to actual all   quality provisions as per “Domino Terms” are waived.
    
	
 
    	
 
    	
 
    
	
6. Substitution
    	
 
    	
6.1 Seller, at its   sole option, may substitute sugar from a third party that complies with the   requirements of Section 5.1 above, for any or all shipments of Sugar   deliverable hereunder in any crop year covered by the Contract.
    
	
 
    	
 
    	
 
    
	
7. Delivery
    	
 
    	
7.1 Delivery of   the Sugar shall be to one safe berth Buyer’s refinery Crockett, California,   unless mutually agreed otherwise by Buyer and Seller. Title and risk of loss   of Sugar shall pass from Seller to Buyer when it is placed on the Buyer’s   receiving scale.
    
	
 
    	
 
    	
 
    
	
8. Shipment
    	
 
    	
8.1 Shipments   shall be in cargos (“Cargos”) of approximately 34,000 st each.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
8.2 Buyer and   Seller hereby agree to the shipment schedules of the Benchmark Quantity   established in Exhibit B and Exhibit C hereto, unless modified by   both parties taking into account Seller’s and Buyer’s rate of production and   storage capacity.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
8.3 Shipment of   Additional Quantity, if any, shall be generally around October, November, or   December of the crop year, subject to the agreement of the parties,   unless such quantity is less than a full Cargo, in which case it will be   deferred until such time Seller is able to accumulate a full Cargo by   co-shipment with Sugar produced during the subsequent crop year.
    
	
 
    	
 
    	
 
    
	
9. Pricing
    	
 
    	
9.1 For each   Cargo, the CIFDP Price shall be determined according to the following   “Pricing Formula”:  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)         two-thirds (2/3) of the lots shall be   priced through Seller’s Executable Orders (“SEOs”) against the relevant   contract of the Intercontinental Exchange (ICE) Futures U.S. Sugar   No. 16 market, less the appropriate discount as defined in section 9.2;  
    


 

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(b)         one-sixth (1/6) of the lots shall be   priced through Seller’s puts against the relevant contract of the ICE Futures   U.S. Sugar No. 16 market, less the appropriate discount as defined in   section 9.2; and  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)          one-sixth (1/6) of the lots shall be   priced through Buyer’s calls against the relevant contract of the ICE Futures   U.S. Sugar No. 16 market, less the appropriate discount as defined in   section 9.2.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
At any time, both   parties may agree to price all or a portion of one or more cargos with fixed   prices. To the extent that any prices are fixed by agreement of both parties,   the number of SEOs, puts, and calls remaining shall be adjusted downward on a   pro rata basis. Fixed pricing shall be agreed to on a net basis, with no   separate discount. Amounts that are priced through this method are counted   against the Benchmark Quantity as if they had been priced through the Pricing   Formula.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.2 The discount   for the Benchmark Quantity under the Pricing Formula shall be 0.45 cents/lb.,   while the discount for the Additional Quantity shall be 0 (zero) cents/lb.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.3 For crop year   2010, Buyer and Seller hereby agree to the pricing methodology established in   Exhibit B hereto. For crop years 2011 and 2012, to the extent not   cancelled pursuant to Section 3.3 above, Buyer and Seller hereby agree   to the pricing methodology established in Exhibit C hereto, unless   modified by both parties.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.4 Seller may   choose to replace SEO pricing by Against Actuals (“AAs”) at its discretion,   and call and put pricing may be replaced by AAs by mutual agreement of the   parties. For purposes of the Contract, SEOs, AAs, calls, and puts shall have   the meaning commonly ascribed to such terms in the sugar industry.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5 Puts and calls   shall be executed in the following manner:  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5.1 Puts and   calls will be made against the settlement price of the appropriate futures   contract as published by the ICE Futures U.S. Exchange.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5.2 Puts and   calls must be made and communicated by both phone and email to the other   party before 5:00 p.m., EST/EDT, of the day of publication of the   relevant settlement price.  
    


 

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9.5.3 The maximum   amount that may be priced by either puts or calls in any calendar month is   4,000 st each.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5.4 The maximum   amount that may be priced by either puts or calls on any individual day is   2,000 st each.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5.5 The maximum   amount that may be priced by either puts or calls against any individual   settlement price is 1,000 st each.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
9.5.6 Unless   otherwise agreed, no puts or calls may be priced more than 24 months ahead of   the anticipated delivery, or before the Seller abandons its cancellation   options of Clauses 3.2 and 3.3.
    
	
 
    	
 
    	
 
    
	
10. Payment
    	
 
    	
10.1 Initial   Payment of the pro forma invoice amount shall be by wire transfer to Seller’s   account no later than ten (10) calendar days after vessel’s arrival at   port of discharge.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
10.2 Final payment   shall be made after final weight, polarization and quality tests have been   performed but not later than sixty (60) calendar days after vessel’s arrival   at port of discharge.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
10.3 In the event   Buyer fails to pay any amount payable when due, such unpaid amount shall bear   interest at an annual rate equal to 133% of the prime rate in effect at such   time, as announced by Bank of America with   respect to its 90-day loans to its corporate borrowers.
    
	
 
    	
 
    	
 
    
	
11. Discharge
    	
 
    	
11.1 Buyer shall be responsible in all respects for the discharge of   the Sugar in connection with each delivery. Discharge to Buyer’s refinery at   Crockett, California shall be as per the provisions of the Domino Terms,   except where specifically addressed in the Contract.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2 Laytime, Demurrage and Despatch.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2.1 Laytime, as defined in Section 11.2.2 below, shall   commence at the start of the next regular stevedore working period following   Seller’s presentation of its vessel’s Notice of   Readiness, whether or not Buyer’s berth is   available for discharge.  
    


 

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11.2.2 Buyer shall be allowed ninety-six (96) hours laytime (“Laytime”) to discharge   Seller’s delivery vessel (“Vessel” ). Laytime shall   exclude hours occurring during weather stop-work periods, Saturdays, Sundays,   stevedore holidays, and stevedore stop-work meetings. Buyer has no obligation   to discharge the Vessel during non-Laytime periods. Seller can request the   Vessel to be discharged during non-Laytime periods and Seller shall pay Buyer   for the actual overtime costs incurred.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2.3 In the event discharge is prevented or stopped by adverse   weather conditions, Laytime shall be extended for a corresponding period in   the determination of Demurrage but not in the determination of Despatch, as   both terms are defined in Section 11.2.5 below.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2.4 Laytime for discharging shall not commence, or if commenced   shall be suspended, during any period in which discharging is prevented or   delayed by an Event of Force Majeure, as defined below in Section 13.1.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2.5 “Demurrage” is the money payable by Buyer to Seller for delay for which Seller is   not responsible in discharging after the Laytime has expired. Demurrage shall be payable by Buyer to Seller at a rate of twenty-two   thousand dollars ($22,000) per day (partial demurrage days shall be paid pro   rata). “Despatch” is the   money payable by Seller to Buyer if the Vessel completes discharging before   the Laytime has expired. Despatch shall be   payable by Seller to Buyer at a rate of eleven thousand ($11,000) per day   (partial despatch days shall be paid pro rata).  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.2.6 Notwithstanding the foregoing, any costs arising from Seller’s Vessel having to   enter any port other than Crockett, California while awaiting discharge shall   be at Buyer’s expense but only in the instances where   C&H specifically causes or requests such diversion.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.3 Stevedoring. Actual stevedoring charges shall be paid by Buyer   and an allowance for stevedoring shall be charged to Seller at the rate of   $11.11607 per commercial short ton. These charges will be fixed for the term   of the Contract.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
11.4 Wharfage (Dockage) Charges, Dues and Taxes. All wharfage charges,   dues and taxes, including sales taxes, charged with respect to Seller’s sale   and delivery of Sugar shall be paid by Buyer with no offset against any   amounts to be paid to Seller hereunder in respect of delivered Sugar.  
    


 

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11.5 Fine Cleaning. “Fine Cleaning” shall refer to that stage   of the vessel discharging procedures normally and customarily employed at the   Crockett refinery in which shovels and brooms are used to discharge the Sugar   from a vessel, but shall not include the washing down or cleaning of a   vessel. Buyer shall, at its own expense, cause   Seller’s Vessel to be Fine Cleaned under the supervision of the Master of the   Vessel unless Buyer gives Seller notice not later than three   (3) days before the commencement of discharge of its election not to   Fine Clean the Vessel. If Buyer so elects, the Vessel shall not be Fine   Cleaned, a corresponding credit of no less than 4% shall be taken against the   stevedoring allowance payable by Seller with respect to such delivery and   Buyer shall pay Seller interest on the estimated value of the Sugar left aboard   the Vessel until such time as the Vessel is Fine Cleaned or placed in   non-sugar service. The rate of such interest shall be 133% of the Prime   interest rate, as announced by Bank of America with respect to its 90-day   loans to its corporate borrowers, during the period such Sugar is left aboard   the Vessel. If Buyer shall elect not to Fine Clean the Vessel for any   delivery, the Vessel shall in any event be cleaned such that no more than   fifteen (15) commercial short tons of   Sugar is left following such cleaning in any hold of the Vessel and no more   than ninety (90) commercial short tons of Sugar is left   in the Vessel in total. Seller may override Buyer’s election not to Fine   Clean the delivery Vessel by giving notice to Buyer prior to commencement of   discharge if (i) Seller expects the Vessel’s next cargo to be delivered   to a third party, (ii) the Vessel is to undergo maintenance or repair   requiring any hold to be Fine Cleaned, or (iii) the Vessel is delivering   its last Sugar cargo within the calendar year. Buyer shall indemnify, defend,   and hold Seller harmless from any claims related to Buyer’s Fine Cleaning of the Vessel.
    
	
 
    	
 
    	
 
    
	
12. Polarization:
    	
 
    	
12.1 The CIFDP   Basis 96 price shall be adjusted for quality as per the quality provisions of   the Domino Terms, excepting the allowance for each degree of polarization   above 96 degrees which shall be as per the following ratable adjustments:  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For degrees pol   from 96 to 97: Add 0.5%  

For degrees pol   from 97 to 98: Add 2.25%  

For degrees pol   from 98 to 99: Add 1.2%  

For degrees pol   from 99 to 100: Add 0.6%
    


 

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13. Force Majeure
    	
 
    	
13.1   Each party shall be excused from the performance of its obligations under the   Contract for any period and to the extent that it is prevented from   performing such obligations, in whole or in part, as a result of delays   caused by an act of God, fire, earthquake, war, terrorism, civil disturbance,   court order, hurricane, drought or water shortages, pestilence, disease,   agricultural risks associated with growing crops, strike or other labor   disturbance, breakage or other damage to or failure or breakdown of   facilities or equipment, act of any government, or any other cause beyond its   reasonable control (“Event of Force Majeure”), and such nonperformance shall   not be a breach, or a ground for termination, of the Contract. Any such event   of force majeure shall not extend the term of the Contract.
    
	
 
    	
 
    	
 
    
	
14. Event   of Default
    	
 
    	
14.1 In the event of any breach of or default under the Contract, the   non-defaulting party may terminate the Contract, following thirty (30) days’   written notice of such default to the defaulting party and the defaulting   party’s failure to cure within such period. The non-defaulting party shall be   entitled to exercise all other rights and remedies available to such party   under applicable law.
    
	
 
    	
 
    	
 
    
	
15. Arbitration
    	
 
    	
15.1   Except for proceedings seeking immediate injunctive relief, any controversy   or claim arising out of or relating to the interpretation or meaning of the   Contract, or the breach thereof, shall be settled by a panel of three   (3) disinterested arbitrators in San Francisco, California, one of whom   shall be selected by Buyer, one by Seller, and one of whom shall be   chairperson of the panel and shall be chosen by agreement between the first   two arbitrators. The decision of the arbitrators shall be final, conclusive   and binding on the parties, and judgment upon the award rendered by the   arbitrators may be entered in any court with proper jurisdiction. Each party   shall bear its own witness fees and one-half of the fees of the arbitrators;   however, the arbitrators in their discretion may allocate such costs and   expenses of the arbitration in such other manner as the arbitrators deem   equitable or appropriate. Additionally, the prevailing party shall be   entitled to reimbursement for its reasonable expenses and attorney’s fees   incurred in connection with the arbitration proceeding, as determined and   awarded by the arbitrators, together with all costs, including attorney’s   fees, incurred in enforcing the arbitration award.
    


 

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16. Governing Law
    	
 
    	
16.1 The Contract   shall be governed by, and construed in accordance with, the laws of the State   of California (without reference to its conflict of law rules) as applied to   agreements among California residents entered into and performed entirely   within California.
    
	
 
    	
 
    	
 
    
	
17. Miscellaneous
    	
 
    	
17.1 The Contract   incorporates and shall be subject to the Domino Terms. In the event that   there is a conflict between the Domino Terms and the Contract, the Contract   shall govern.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.2 Seller shall   have no liability for failing to deliver Sugar covered by the Contract if   such failure arises from a shutdown of, or other failure to produce Sugar by,   any of Seller’s members. Furthermore, nothing in the Contract shall obligate   Seller or any of its members to cultivate sugarcane or produce raw sugar for   sale to Buyer.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.3 The Contract,   including any exhibits hereto, embodies the entire agreement and   understanding of the parties in respect of the transactions contemplated   herein. The Contract supersedes all prior agreements and understanding   between the parties with respect to such transactions.  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
17.4 Unless   otherwise provided herein, any notice, request, instruction, or other   document to be given hereunder shall be in writing, shall be deemed to have   been given or delivered when (a) delivered personally, (b) faxed   (receipt confirmed, with a copy sent by certified or registered mail), or   (c) sent by certified or registered mail, postage prepaid, return   receipt requested, or by Federal Express or other overnight delivery service,   to the address set forth below or to such address as the party may provide in   written notice to the other party:  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
To Seller:  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Hawaiian   Sugar & Transportation Cooperative  
    c/o   Hawaiian Commercial & Sugar Company  
    P.O. Box   266  
    Puunene,   Hawaii 96784  
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Fax: (808) 871-2149  
    Phone: (808) 877-6978  
    E-Mail: cbenjamin@hcsugar.com
    


 

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To Buyer:

 

C&H Sugar   Company, Inc.

2300 Contra Costa   Blvd., Suite 600

Pleasant Hill,   California 94523

 

With copy to

 

American Sugar   Refining

1 Federal Street

Yonkers, NY 10702

 

Fax: (914) 709-8360

Phone: (914) 709-8276

E-Mail: MROlson@tasrc.com

 

17.5  No amendment or waiver of any provision of   the Contract shall be effective unless in writing and signed by both parties.

 

17.6  Unless otherwise provided herein, the   parties shall not make any assignment of the Contract without the prior   written consent of the other party.    All covenants and provisions of the Contract shall bind and inure to   the benefit of the parties’ successors and permitted assigns.

 

17.7  If any term or provision of the Contract is   held by a court of competent jurisdiction or other authority to be invalid,   illegal, void, or unenforceable under applicable law, such term or provision   shall be excluded from the Contract and the balance of the Contract shall be   interpreted as if such term or provision were excluded and shall be   enforceable in accordance with its terms to the fullest extent permitted by   law.

 

17.8  The Contract may be executed in any number   of counterparts, each of which when so executed shall be deemed an original,   and all of which taken together shall constitute one agreement.
    


 

 

	
Seller:
    	
 
    	
Buyer:
    
	
 
    	
 
    	
 
    
	
HAWAIIAN   SUGAR & TRANSPORTATION COOPERATIVE
    	
 
    	
C&H   SUGAR COMPANY, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
/s/ Christopher J. Benjamin 
    	
 
    	
By 
    	
/s/ M. Olson
    
	
 
    	
Christopher J. Benjamin
    	
 
    	
 
    	
M. Olson
    
	
 
    	
Its Chairman and President
    	
 
    	
 
    	
Its Vice President — Commodities Purchasing
    


 

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EXHIBIT A

[Domino Sugar Corporation General Contract Terms]

 

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EXHIBIT B

 

2010 Crop Year — Benchmark Quantity

 

Shipment and Pricing Schedule

 

1.              Shipment

 

1.1       22,000 st (co-shipped with carried forward balance of 2009 crop) — May 2010 Shipment

1.2       34,000 st — July/August 2010 Shipment

1.3       34,000 st — September/October 2010 Shipment

1.4       12,000 st — Shipment to be determined

 

2.              Pricing

 

2.1       For Shipment 1.1 above — a fixed price of 29c/lb flat

2.2       For Shipment 1.2 above — the average of

2.2.1                     303 lots (17,000st)  at 28.10 c/lb flat

2.2.2                     204 lots of Seller’s Executable Orders vs July 2010 No16 less 0.45c/lb

2.2.3                     50 lots of Seller’s Puts vs July 2010 No16 less 0.45c/lb

2.2.4                     50 lots of Buyer’s Calls vs July 2010 No16 less 0.45c/lb

2.3       For Shipment 1.3 above — the average of

2.3.1                     405 lots of Seller’s Executable Orders vs September 2010 No16 less 0.45c/lb

2.3.2                     101 lots of Seller’s Puts vs September 2010 No16 less 0.45c/lb

2.3.3                     101 lots of Buyer’s Calls vs September 2010 No16 less 0.45c/lb

2.4       For Shipment 1.4 above — to be determined

 

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EXHIBIT C

 

2011 Crop Year — Benchmark Quantity

 

Shipment and Pricing Schedule

 

1.              Shipment

 

1.1       34,000 st — May 2011 Shipment

1.2       34,000 st — July 2011 Shipment

1.3       34,000 st — September 2011 Shipment

 

2.              Pricing

 

2.1       For Shipment 1.1 above — the average of

2.1.1                     405 lots of Seller’s Executable Orders vs May 2011 No16 less 0.45c/lb

2.1.2                     101 lots of Seller’s Puts vs May 2011 No16 less 0.45c/lb

2.1.3                     101 lots of Buyer’s Calls vs May 2011 No16 less 0.45c/lb

2.2       For Shipment 1.2 above — the average of

2.2.1                     405 lots of Seller’s Executable Orders vs July 2011 No16 less 0.45c/lb

2.2.2                     101 lots of Seller’s Puts vs July 2011 No16 less 0.45c/lb

2.2.3                     101 lots of Buyer’s Calls vs July 2011 No16 less 0.45c/lb

2.3       For Shipment 1.3 above — the average of

2.3.1                     405 lots of Seller’s Executable Orders vs September 2011 No16 less 0.45c/lb

2.3.2                     101 lots of Seller’s Puts vs September 2011 No16 less 0.45c/lb

2.3.3                     101 lots of Buyer’s Calls vs September 2011 No16 less 0.45c/lb

 

2012 Crop Year — Benchmark Quantity

 

Shipment and Pricing Schedule

 

1.              Shipment

 

1.1       34,000 st — May 2012 Shipment

1.2       34,000 st — July 2012 Shipment

1.3       34,000 st — September 2012 Shipment

 

2.              Pricing

 

2.1       For Shipment 1.1 above — the average of

2.1.1                     405 lots of Seller’s Executable Orders vs May 2012 No16 less 0.45c/lb

2.1.2                     101 lots of Seller’s Puts vs May 2012 No16 less 0.45c/lb

2.1.3                     101 lots of Buyer’s Calls vs May 2012 No16 less 0.45c/lb

2.2       For Shipment 1.2 above — the average of

2.2.1                     405 lots of Seller’s Executable Orders vs July 2012 No16 less 0.45c/lb

2.2.2                     101 lots of Seller’s Puts vs July 2012 No16 less 0.45c/lb

2.2.3                     101 lots of Buyer’s Calls vs July 2012 No16 less 0.45c/lb

2.3       For Shipment 1.3 above — the average of

2.3.1                     405 lots of Seller’s Executable Orders vs September 2012 No16 less 0.45c/lb

2.3.2                     101 lots of Seller’s Puts vs September 2012 No16 less 0.45c/lb

2.3.3                     101 lots of Buyer’s Calls vs September 2012 No16 less 0.45c/lb

 

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