EX-10.4



 Exhibit 10.4 

 

			
	             VC_SANTA HELENA

 
	  	
	Votorantim	  	GECON VE.: 249/10 - GECON VC: 257/10
	    Energy	  	

  

			
		  	FIRST AMENDMENT TO THE ELECTRIC POWER PURCHASE AND SALE AGREEMENT BETWEEN VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA. AND VOTORANTIM CIMENTOS S.A.

 VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA., a private legal entity, distributor
of electrical power with its headquarters at Praça Ramos de Azevedo, 254 - 5th floor, District Centro, City of São Paulo, São Paulo State/SP, Federal Company Tax Registration (CNPJ). 03.984.862 / 0001-94, State Company Tax Registration (IE):
1,159,705,901,118, represented by its legal representatives established by the terms of its Articles of Association and duly signed by them, hereinafter known as the SELLER; and; 

VOTORANTIM CIMENTOS S.A., successor by incorporation to VOTORANTIM CIMENTOS BRASIL S.A., a private legal entity, with
industrial plant situated at Praça Brasil 16, Vila Santa Helena District, in the Municipality of Votorantim, São Paulo State/SP, Postcode: 18117-720, Federal Company Tax Registration (CNPJ): 01.637.895 / 0174-50, State Company
Tax Registration (IE): 717.116.068.110 , represented by its legal representatives as established by the terms of its Articles of Association and duly signed by them, hereinafter known as the PURCHASER; 

jointly referred to as PARTIES, and separately referred to as PARTY; 
 WHEREAS: 
  

	(i)	The PARTIES signed on 12/01/2009 an Electric Power Purchase and Sale Agreement, for the period between 1 January 2010 and 31 December 2014
(“AGREEMENT”); 

  

	(ii)	The AGREEMENT foresees, by the SELLER, the planning and management of the energy resources required to meet the demand of the industrial plants belonging to the
Votorantim Group. 

  

	(iii)	The planning and management undertaken by the SELLER ensures that the actual price paid by the PURCHASER for the supply of energy may be less than or greater than the
PRICE laid down in Appendix II; 

 The SELLER and the PURCHASER agree in common accord to this FIRST AMENDMENT, with the following
terms and conditions: 
 FIRST CLAUSE 
 CLAUSE 2.1 of the AGREEMENT shall now read as follows: 
  

	2.1.	This AGREEMENT shall take effect dating from the date of signature and shall remain in force during the entire SUPPLY PERIOD, until 31 December 2015, or until all
the contractual obligations of both PARTIES have been fulfilled, in accordance with the terms of payment for the monthly invoices relating to the delivery of the quantity of ENERGY CONTRACTED for that period, unless this agreement is terminated
prematurely. 

 SECOND CLAUSE 
 CLAUSE 3.1 of the AGREEMENT shall now read as follows: 
  

	3.1.	The PURCHASER shall pay the SELLER the price per megawatt-hour supplied as set out in Item D in Appendix I, based on the forecast of the amount of energy to be supplied
as set out in that Appendix, observing the provisions established in Appendix II. 

  

	 	3.1.1.	The PARTIES declare and accept that there may be significant variations between the PRICE set out in item D of Appendix I and the PRICE billed to the PURCHASER in
invoices raised for the supply of electrical energy during the period of this AGREEMENT as a result of variations in the consumption of electrical energy by the PURCHASER and of the management procedures implemented by the SELLER.


  

	 	3.1.2	Similar to the situation provided for in item 3.1.1, the PARTIES declare and accept that there may be significant variations between the QUANTITY of ENERGY CONTRACTED
for as set out in item C of Appendix I and the amount billed to the PURCHASER in invoices raised for the supply of electrical energy during the period of this AGREEMENT as a result of variations in the consumption of electrical energy by the
PURCHASER and of the management procedures implemented by the SELLER. 










			
	                 VC_SANTA HELENA

 
	  	
	Votorantim	  	GECON VE.: 249/10- GECON VC: 257/10
	    Energy	  	

  

 THIRD CLAUSE 
 Appendix I of the original AGREEMENT is fully replaced by the Appendix to this FIRST AMENDMENT. 

FOURTH CLAUSE 
 Upon signature of this
first amendment to the AGREEMENT, where it states “Votorantim Cimentos Brasil S.A”. it should now be read as “Votorantim Cimentos S.A.”. 
 FIFTH CLAUSE 
 All other terms and provisions contained in the AGREEMENT and its Appendixes
shall remain in force. Terms and expressions used in this FIRST AMENDMENT which are not specifically defined therein shall have the meaning assigned to them in the AGREEMENT. 
 In witness whereof, the PARTIES enter into this agreement in two copies of equal content and form in the presence of the two undersigned witnesses. 

São Paulo, 3 January 2011. 
 ON
BEHALF OF: VOTENER - VOTORANTIM COMERCIALIZADORA DE ENERGIA LTDA: 
  

									
	 /s/ Otavio Carneiro de Rezende
	 		 	 /s/ José Renato Hilst Izar

					
	Name: 	 	OTAVIO CARNEIRO DE REZENDE	 		 	Name: 	 	JOSÉ RENATO HILST IZAR
	 Position:
	 	DIRECTOR	 		 	 Position:
	 	DIRECTOR

 ON BEHALF OF: VOTORANTIM CIMENTOS BRASIL S.A. 

 

									
	 /s/ Alvaro Lorenz
	 		 	 /s/ Sidney Catania

					
	Name: 	 	ALVARO LORENZ	 		 	Name: 	 	SIDNEY CATANIA
	 Position:
	 	DIRECTOR	 		 	Position:	 	DIRECTOR

 Witnesses: 
  

									
	 /s/ Alba Cristina Goulart
	 		 	 /s/ Dorinha Pecchi

					
	 Name:
	 	ALBA CRISTINA GOULART	 		 	Name:	 	DORINHA PECCHI

 (Signature page of the FIRST AMENDMENT to the Electric Power Purchase and Sale Agreement between
Votener and Votorantim Cimentos S.A.) 

  
 2 









			
	 Votorantim
 q Energy
	  	 VC_SANTA HELENA

 

	  	GECON VE.: 249/10 - GECON VC: 257/10

 Appendix I 
 A) POINT OF DELIVERY: Central-West Region sub-market Nominal Delivery Point 
 B)
PERIOD OF SUPPLY: The obligation of SELLER to deliver the quantity of CONTRACTED ENERGY commences on January 2010 and terminates on 31 December 2015. 
 C) CONTRACTED ENERGY: The quantity of electrical energy expressed in megawatt-hours. 
 C.1) Period: 01/01/2010 to 12/31/2010 
  

																							
	 Jan. /10
	 	  	 Feb. /10
	 	  	 March/10
	 	  	 April /10
	 	  	 May/10
	 	  	 June/10
	 
	 	25,034.129	  	  	 	22,849.064	  	  	 	19,786.650	  	  	 	24,064.021	  	  	 	25,125.419	  	  	 	26,663.250	  
						
	 July/10
	 	  	 Aug./10
	 	  	 Sept./10
	 	  	 Oct./10
	 	  	 Nov./10
	 	  	 Dec./10
	 
	 	24,684.682	  	  	 	27,206.185	  	  	 	18,367.055	  	  	 	23,225.653	  	  	 	23,749.585	  	  	 	23,315.144	  

 C.2) Period: 01/01/2011 to 12/31/2011 

 

																							
	 Jan. /11
	 	  	 Feb. /11
	 	  	 March/11
	 	  	 April /11
	 	  	 May/11
	 	  	 June/11
	 
	 	7,583	  	  	 	8,697	  	  	 	7,930	  	  	 	24,589	  	  	 	25,690	  	  	 	24,966	  
						
	 July/11
	 	  	 Aug./11
	 	  	 Sept./11
	 	  	 Oct./11
	 	  	 Nov./11
	 	  	 Dec./11
	 
	 	24,607	  	  	 	23,410	  	  	 	24,237	  	  	 	24,660	  	  	 	24,529	  	  	 	24,458	  

 C.3) Period: 01/01/2012 to 12/31/2015 

 

																			
	 2012
	 	  	 2013
	 	  	 2014
	 	  	 2015
	 	  	 	  	 
	 	393,673	  	  	 	434,961	  	  	 	434,961	  	  	 	434,961	  	  		  	

 D) PRICE: Values expressed in Brazilian Reals per megawatt-hour (without Sales and Services Tax (ICMS) but
including the Social Levy (PIS-COFINS)). The prices below are those for the reference dates given for each period and will be readjusted every 12 (twelve) months in accordance with the General Market Price Index (IGP-M) calculated by the
Getulio Vargas Foundation or by any other index that replaces it. 
 D.1) Reference Date: 12/31/2009

  

																							
	 Jan./10
	 	  	 Feb. /10
	 	  	 March/10
	 	  	 April/10
	 	  	 May/10
	 	  	 June/10
	 
	 	R$82.13	  	  	R$	76.76	  	  	R$	96.49	  	  	R$	115.30	  	  	R$	112.04	  	  	R$	133.57	  
						
	 July/10
	 	  	 Aug./10
	 	  	 Sept./10
	 	  	 Oct./10
	 	  	 Nov./10
	 	  	 Dec./10
	 
	 	R$125.71	  	  	R$	121.13	  	  	R$	116.62	  	  	R$	116.04	  	  	R$	115.52	  	  	R$	132.60	  

 D.2) Reference Date: 12/31/2010 

 

																							
	 Jan./11
	 	  	 Feb. /11
	 	  	 March/11
	 	  	 April/11
	 	  	 May/11
	 	  	 June/11
	 
	 	R$111.41	  	  	R$	121.88	  	  	R$	124.98	  	  	R$	129.99	  	  	R$	.130.73	  	  	R$	130.53	  
						
	 July/11
	 	  	 Aug./11
	 	  	 Sept./11
	 	  	 Oct./11
	 	  	 Nov./11
	 	  	 Dec./11
	 
	 	R$128.95	  	  	R$	127.78	  	  	R$	.130.29	  	  	R$	130.94	  	  	R$	130.84	  	  	R$	127.25	  

 D.3) Reference Date: 06/30/2010 

 

																			
						
	 2012
	 	  	2013	 	  	2014	 	  	2015	 	  	 	  	 
	 	R$130.71	  	  	R$	134.57	  	  	R$	138.51	  	  	R$	142.72	  	  		  	









			
	 Votorantim
 q Energy
	  	VC_SANTA HELENA
	  	  
 GECON VE.: 249/10 - GECON VC:
257/10


 E) PLANT SUPPLIED WITH ELECTRICAL ENERGY 

 

			
	Company Name	  	VOTORANTIM CIMENTOS S.A.
	 Tax Registration (CNPJ):
	  	01.637.895/0174-50
	 State Registration (IE):
	  	717.116.068.110
	 Address:
	  	Praça Brasil, n°. 16, Bairro: Vila Santa Helena, Município: Votorantim, Estado: São Paulo/SP, CEP: 18117-720

 F) RESPONSIBLE FOR AGREEMENT 

 

			
	 SELLER
	 	 PURCHASER

	Name: Dorinha Pecchi	 	Name: Sérgio de Oliveira Hessel
	Telephone: (11)2159-33386	 	Telephone: (15) 2102-2288
	E-mail: dorinha.oecchi@venergia.com.br	 	E-mail: serqio.hessei@vcimentos.com.br
	Address: Praça Ramos de Azevedo, n°. 254 - 5th Andar, Bairro: Centro, Município: São Paulo, Estado: São Paulo/SP, CEP: 01037-912	 	Address: Praça Brasil, n°. 16, Bairro: Vila Santa Helena, Município: Votorantim, Estado: São Paulo/SP, CEP: 18117-720