0001019155-10-000421 Sample Contracts

and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of ____________, 2010
Deposit Agreement • October 20th, 2010 • Bank of New York / Adr Division • American depositary receipts • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of ___________, 2010 among ALL-AMÉRICA LATINA LOGÍSTICA S.A., incorporated under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

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THE BANK OF NEW YORK MELLON
Deposit Agreement • October 20th, 2010 • Bank of New York / Adr Division • American depositary receipts

Re: Amended and Restated Deposit Agreement dated as of December 1, 2009 (the "Deposit Agreement") by and among ALL-América Latina Logística S.A., The Bank of New York Mellon, as Depositary, and the Owners and Beneficial Owners of American Depositary Shares

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