LOAN AGREEMENT
Exhibit
1
FREE
TRANSLATION
By and between this agreement, on the
one hand, AGUASSANTA PARTICIPAÇÕES S/A, as LENDER, and hereinafter referred to
as such, a legal entity duly enrolled in National Tax Payers’ Registry (CNPF/MF)
under No. 07,198,897/0001-59, with principal offices at Xxxxxxx Xxxxxxx, 000,
0xx
Xxxxx, Xxxx 000, Xxxxxxxxxx, Xxxxxx of São Paulo, herein represented in
accordance with its by-laws and, on the other hand, QUELUZ HOLDINGS LTD., as
BORROWER, and hereinafter referred to as such, Mercy Building, 2nd Floor,
Xxxxxxx Estate, Road Town, Tortola, British Virgin Islands, herein represented
in accordance with its by-laws, agree:
1. The
LENDER hereby lends to the BORROWER, which hereby borrows from the LENDER, the
principal amount of US$50,000,000 (fifty million U.S. dollars) and, considering
that the BORROWER will subscribe for shares of its controlled company Cosan
Limited for an equal amount, the parties agree that the funds shall be remitted
by the LENDER directly to the following account, on behalf of the
BORROWER:
[ACCOUNT
INFORMATION]
2. The
principal amount shall be paid, in reais, based on the exchange
rate to U.S. dollars calculated based on the buy rate published by the Central
Bank of Brazil in SISBACEN (PTAX 800), option 5, currency 220, for the business
day preceding the payment date, in accordance with the foreign exchange
regulations of the Central Bank of Brazil.
3. The
principal amount shall bear interest at the annual rate of 3.00% plus LIBOR
payable at the date of payment of the principal, which can be at the term of the
loan or in installments paid prior to the term of the loan.
4. The
principal amount shall be paid within 24 (twenty four) months from the date
hereof and may be repaid in a lump sum or in installments payable before the
term of the loan with a pro-rata reduction in the amount of payable
interests.
5. A penalty of 10% (ten
per cent) will be due in the event of a payment default on the agreed payment
date, which penalty shall be paid in addition to any interests
as well as any expenses related to the collection of the defaulted amount and
incidental or pecuniary amounts incurred, if any.
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6. This
agreement is binding, enforceable by the parties against each other, their heirs
and successors.
7. Any
omissions to this agreement shall be governed by Articles 1,256 and 1,264 of the
Civil Code.
8. Each of
the parties hereby submits to the jurisdiction of the courts sitting in the City
of Piracicaba, State of São Paulo, in any suit or proceeding arising out of or
relating to this agreement or the transactions contemplated hereby and waive all
others jurisdictions as privileged as such other jurisdictions may
be.
In witness
whereof, the parties execute this agreement in 3 (three) identical counterparts
in the presence of the two undersigned witnesses.
Piracicaba
– SP October 16, 2008
/s/Rubens Ometto Xxxxxxxx
Xxxxx /s/Xxxxxxxx Xxxx Xxxxxx
AGUASSANTA
PARTICIPAÇÕES S/A
LENDER
/s/Rubens Ometto Xxxxxxxx
Xxxxx /s/Xxxxxxxx Xxxx Xxxxxx
BORROWER
WITNESSES:
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1) /s/
Xxxxx Xxxxxx Xxxxxxxx
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Xxxxx
Xxxxxx Xxxxxxxx
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I.D.
No. 19,924,565 SSP/SP
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2) /s/
Milene Cristiane Xxxxxxxxx
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Xxxxxx
Xxxxxxxxx Xxxxxxxxx
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I.D.
No. 30,914,950-2
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