Exhibit 10.35
 th,
 
 Attn: Mr Jean-Claude FAVRE
   CHS EUROPE SA
  Amount of this uncommitted guidance facility: USD 70000000.
Maturity of the Facility: July 31st 2009
  Transactional secured line: USD 70000000
 This limit is aimed at financing transactions where goods are
floating, or for which receivables are being cashedMargin:
    
    
    N/ATenor:
    
    
    90 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of purchase invoice and contract - Sale contract if available - Full set BLs to the Banks order or to order and blank endorsed
 Within the USD 70000000 limit, USD 60000000 are available for stock financing as per
the following parameters:
 Stock financing at loading port: USD 60000000
 Margin:
    
    
    10% if unsoldTenor:
    
    
    45 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of a warehouse receipt to the order of the Bank - Copy of purchase contract and invoice - Copy of sales contract if applicable




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Inland stock financing: USD 50000000
 Margin:
    
    

10%Tenor:
    
    
    90 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of Form 13 to the suppliers order - Copy of the assignment from the supplier to CHS Europe of its rights on the goods. - Copy of purchase contract and invoiceWithin this USD 50000000 limit, - Maximum exposure for stocks up to 120 days is USD 15000000. - Maximum exposure on goods in transit is USD 10000000: in this case, copy of Rail Way Bills have to be provided to the Bank.
 Within the USD 70000000 limit
 Payments against copies of documents: USD 20000000
 This sublimit is aimed at financing the same transactions as in the global
limit, but against copies of documents or incomplete sets of BLs.Margin:
    
    
    N/ATenor:
    
    
    90 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of purchase invoice and contract - Sale contract if available - 2/3 BLs or copy of BLs to the Banks order or to order and blank endorsed
 Advances to Agrico Trade and finance against Russian VAT receivables: USD 10000000
 Margin:
    
    
    N/ATenor:
    
    
    270 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of the loan agreement between CHS Europe and Agrico Trade and Finance and its assignment to the Bank
 Issuance of bid / performance bonds: USD 3000000
 Margin:
    
    
    N/ATenor:
    
    
    360 daysDocumentation:
    
    
    Before each drawing, client has to submit: - Copy of tender
 FX operations covering currency risk on operations financed by the Bank  Notional amount: USD 50000000
Tenor: 7 months
 Margin:
    
    
    N/ATenor:
    
    
    210 daysDocumentation:
    
    
    - Before any drawing under this limit, client has to sign the FX agreement




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Total outstandings under the various limits and sublimits shall not exceed the Facility amount of
USD 70000000.
  
 Pricing indications:
  Documentary commissions:
 -
    
    Issuance of import LCs: 1pmil per quarter / USD 5000 max-
    
    Negotiation of import / export LC: USD 750-
    
    Notification of export LC: USD 500 flat-
    
    Import or export documentary collection: USD 750
 Margin on fixed term advances / Overdrafts:
 -
    
    Inland stock financing and Russian VAT receivables financing: Libor* + 1.5%pa / Bank
Base rate + 1.5%pa-
    
    Port stock financing: Libor* + 1%pa / Bank Base rate + 1%pa-
    
    Other utilisation under the facility: Libor* + 0.75%pa + Bank Base rate + 0.75%pa
  Notifications:
   Confidentiality:




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Valérie GRATADOUX
    
    Daniel RENAUD
  Name:Title:Date and Place: