Agreement for Maintenance of Reversibility of Operations (APRO)
Exhibit 4.10
Agreement for Maintenance of Reversibility of Operations (APRO)
Article 1 - Braskem undertakes to ensure the reversibility of this transaction, maintaining the
competition status prior to the signature of the agreement(s) and refraining, until the judgment of
the transaction, from performing any new acts resulting from the agreement already entered into
regarding:
I. any corporate changes that may involve changes in control;
II. material changes to its facilities and transfer or waiver of rights and obligations
related to its assets, including trademarks, patents, client portfolio and raw material suppliers;
III. suspension of the use of trademarks and products, except as provided in the
Investment Agreement, maintaining the offering of the Ipiranga product line;
IV. substantive changes in structure, logistics, as well as distribution and sales
practices;
V. substantive changes in the companies which may involve workforce dismissal and
transfer of personnel between their production, distribution, sale and research facilities,
whenever characterized as having the purpose of promoting the integration of the applicants’
companies;
VI. interruption, without just cause at the discretion of XXXX, of investment projects
pre-approved by the Board of Directors in all sectors of activities of the acquired company and
with respect to the implementation of the acquired company’s plans and sales goals.
Article 2 – The agreement herein may be reviewed at any time, at XXXX’x initiative or upon the
applicants’ request, provided that the applicants, at XXXX’x members discretion, prove that the
requirements that motivated its execution no longer exist.
Article 3 – Non-compliance with any of the obligations set forth in this Agreement, as stated by
XXXX’x members, shall be subject to daily fines, which will be registered in the outstanding debt,
of one hundred thousand (100,000) UFIRs (fiscal reference units), per violated item, without
prejudice to other applicable civil and criminal sanctions, in addition to the legal enforcement of
this agreement, which is an extrajudicial enforcement instrument for all legal purposes.
Article 4 – The amounts collected by virtue of non-compliance with this Agreement shall revert to
the benefit of the Fundo de Direitos Difusos (Diffuse Rights Fund).
Article 5 – In case doubts arise out of the conditions for implementation of this Agreement, the
applicants shall make a previous written consultation with XXXX, to be analyzed by its members,
after pronouncement of the Reporting Member.
Article 6 – The signature of this Agreement for Maintenance of Reversibility of Operations shall
not imply any commitment by XXXX related to the analysis of the merit of this case or any
anticipation concerning the result of its judgment.
Article 7 – This agreement shall be effective as from the date hereof until the end of the judgment
of this transaction.
| Brasília, April 25, 2007 | ||||
| Reporting Council Member | ||||
In agreement: |
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| XXX/XX Xx. 00000 | ||||
| Lawyer of Braskem |
In view of the applicants’ consent and the approval by XXXX’x members, I ratify the present
Agreement.
| President of XXXX |
