Exhibit 4.03
SECOND AMENDMENT OF THE NAPHTHA SUPPLY AGREEMENT ENTERED INTO
BETWEEN PETROBRAS AND BRASKEM (COPENE'S NEW DESIGNATION -
PETROQUIMICA DO NORDESTE S.A.)
Parties:
PETROLEO BRASILEIRO S.A.--PETROBRAS, a mixed-capital company with headquarters
in the City of Rio de Janeiro, State of Rio de Janeiro, at Xxxxxxx Xxxxxxxxx xx
Xxxxx, 00, enrolled with the Corporate Taxpayers Registry of the Ministry of
Finance under No. 33.000.167/0001-01, hereinafter referred to as PETROBRAS,
represented by the Executive-Manager of Marketing and Commercialization of
Supplies; and
BRASKEM S.A., a stock company, with headquarters at Rua Eteno No. 1561, Polo
Petroquimico de Camacari-BA, enrolled with the Corporate Taxpayers Registry of
the Ministry of Finance under No. 42.150.391/0001-70, hereby represented by
means of its By-laws, hereinafter referred to as simply BRASKEM;
And as consenting intervenient:
OPP QUIMICA S.A., a Brazilian joint-stock company, with headquarters at Rua
Eteno No. 1582, Polo Petroquimico de Camacari, Camacari-BA, enrolled with the
Corporate Taxpayers Registry (CNPJ) under No. 16.313.363/0001-17, hereby
represented by means of its By-laws, hereinafter referred to as simply OPP;
WHEREAS:
(1) BRASKEM is an integrated petrochemical company, which main raw material is
petrochemical naphtha;
(2) PETROBRAS is Braskem's main supplier of naphtha, and the commercial
relationship between them is governed by the Naphtha Supply Agreement entered
into between the parties (the "Naphtha Supply Agreement"); and
(3) The parties are willing to amend the Naphtha Supply Agreement to negotiate
the establishment of a mortgage collateral in accordance with Article I, below;
The parties enter into this amendment of the Naphtha Supply Agreement (the
"Amendment") that will be governed by the following articles and conditions:
ARTICLE I - COLLATERAL
1.1 The parties acknowledge that BRASKEM has a revolving credit limit up to R$
570,000,000.00 (five hundred and seventy million reais) with PETROBRAS (the
"Credit Limit"), represented by full intent of PETROBRAS in connection with
BRASKEM due to the commercial relationship between both of them.
1.2 As Credit Limit collateral, and contrary to the maintenance of current
commercial conditions practiced in the context of the Naphtha Supply Agreement,
to BRASKEM, through its full subsidiary OPP, commit to provide in first and
special mortgage the real estates described and listed in the draft of the
Mortgage Indenture (the "Mortgage Indenture"), contained in the "Exhibit 1" of
this instrument, with all current and future accretions and improvements.
1.3 For purpose of the provisions of the above-mentioned Article 2.2, it is now
agreed between the Parties that the Mortgage Indenture shall be dully accepted
and with all legal regulations up to seven (7) business days as of the signature
of this Amendment.
1.4 With no consequence to the provisions of the Mortgage Indenture, it shall be
considered legally due the whole amount payable in the context of the Naphtha
Supply Agreement, in event of default, by BRASKEM, in payment of any invoices
not remedied in up to fifteen (15) days as of the default.
1.5 Invoices paid after the maturity date shall be monetarily corrected "pro
rata tempore" based on variance of the General Price Index to Market--IGP-M,
published by Fundacao Xxxxxxx Xxxxxx--FGV--measured between maturity and payment
dates, plus 1% each month and a 10% fine added to the total debt, in addition to
court costs and fees, now fixed in twenty percent (20%) on the sentence amount,
in case of judicial collection, which may be effected through executive means.
ARTICLE II - GENERAL PROVISIONS
2.1 All terms and conditions of the Naphtha Supply Agreement not exclusively
amended by this amendment remain in effect.
2.2 The jurisdiction elected to settle any disputes arising from or executed by
the present instrument is the Foro Central da Comarca da Capital do Estado do
Rio de Janeiro (Central Jurisdiction of the Capital of the Judicial District of
Rio de Janeiro), excluding any other jurisdictions.
In witness whereof, BRASKEM, PETROBRAS and OPP enter into this Amendment of the
Naphtha Supply Agreement in three (3) counterparts of equal form, before two
witnesses undersigned, irrevocably and irreversibly, bound by themselves and
their successors.
Rio de Janeiro, February 24 2003
PETROLEO BRASILEIRO S.A.--PETROBRAS
(Illegible signature)
BRASKEM S.A.
(Illegible signature)
-2-
OPP QUIMICA S.A.
Witnesses:
(Signature)
Name: Xxxxxxx (Illegible) Rabello Pinna
Bearer of the Identity Card (R.G.) No. 3442117188-27
Enrolled with the Individual Taxpayers Registry No. 000.000.000-00
-3-
