Obligation Cosan Overseas LTD 8.25% ( XS0556373347 ) en USD

Cosan Overseas LTD

101.25 % ▼

Bresil

XS0556373347 ( en USD )

8.25% par an ( paiement trimestriel )

30/01/2015 - Obligation échue

Prospectus brochure de l'obligation Cosan Overseas LTD XS0556373347 en USD 8.25%, échue

100 000 USD

500 000 000 USD

P3367DAA3

BB- ( Spéculatif )

N/A

L'Obligation émise par Cosan Overseas LTD ( Bresil ) , en USD, avec le code ISIN XS0556373347, paye un coupon de 8.25% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 30/01/2015
L'Obligation émise par Cosan Overseas LTD ( Bresil ) , en USD, avec le code ISIN XS0556373347, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
U.S.$300,000,000
Cosan Overseas Limited
(Incorporated in the Cayman Islands)
8.25% PERPETUAL NOTES
Unconditionally and irrevocably guaranteed by
Cosan S.A. Indústria e Comércio
(Incorporated in the Federative Republic of Brazil)
Interest payable on February 5, May 5, August 5 and November 5
Cosan Overseas Limited, or the Issuer, is offering U.S.$300,000,000 aggregate principal amount of 8.25% perpetual notes, or
the notes. Interest on the notes will accrue at a rate of 8.25% per year. The Issuer will pay interest on the notes in arrears on
February 5, May 5, August 5 and November 5 of each year, commencing on February 5, 2011. On or after November 5, 2015,
the Issuer may redeem the notes, in whole and in part, at 100% of their principal amount plus accrued interest and additional
amounts, if any.
The notes will be unsecured and will rank equally with the other unsecured unsubordinated indebtedness that the Issuer may
incur. The Issuer's parent company, Cosan S.A. Indústria e Comércio, or Cosan, will fully and unconditionally guarantee, on an
unsecured basis, all of the Issuer's obligations pursuant to the notes and the indenture under which they are issued. Upon
consummation of the proposed joint venture between Cosan and Shell International Petroleum Company Limited, or Shell,
described in "Our Pending Joint Venture" and as set forth in "Description of the Notes--Covenants--Limitations and
Restrictions on Cosan and its Subsidiaries--Notes Guaranty by CCL," Cosan's wholly-owned subsidiary Cosan Combustíveis e
Lubrificantes S.A., or CCL, will also fully and unconditionally guarantee, on an unsecured basis, all of the Issuer's obligations
pursuant to the notes.
Cosan's guarantee will rank equally in right of payment with the other unsecured unsubordinated indebtedness and guarantees of
Cosan and effectively subordinated to the liabilities of Cosan's subsidiaries and jointly controlled companies. The guarantee will
be effectively junior to the secured indebtedness of Cosan to the extent of such security and to the indebtedness of Cosan's
non-guarantor subsidiaries and jointly controlled companies. For a more detailed description of the notes, see "Description of
Notes" beginning on page 58.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF
Market of that exchange. See "Listing and General Information." The notes may not be admitted to trading on the Euro MTF
Market prior to or on the settlement date. This offering memorandum constitutes a prospectus for the purpose of the
Luxembourg law dated July 10, 2005 on prospectuses for securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 32.
PRICE 100.00% AND ACCRUED INTEREST, IF ANY
The notes (and the guarantee) have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities
Act, or under any state securities laws and are being offered only outside the United States to institutional and other
investors that are not U.S. persons in compliance with Regulation S under the Securities Act. For more information about
restrictions on transfer of the notes, see "Transfer Restrictions" beginning on page 90.
The initial purchasers expect to deliver the notes to purchasers in book-entry form through Euroclear Bank S.A./N.V., or
Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on November 5, 2010.
MORGAN STANLEY
CREDIT SUISSE
J.P. MORGAN
November 5, 2010

TABLE OF CONTENTS

Page Page
Market Data ...............................................................4
Our Pending Joint Venture ......................................52
Enforceability of Civil Liabilities..............................5
Description of Notes................................................58
Presentation of Financial and Other Information.......7
Form of Notes..........................................................79
Exchange Rates .......................................................10
Taxation...................................................................81
Summary..................................................................11
Plan of Distribution .................................................84
The Offering ............................................................22
Transfer Restrictions................................................90
Summary Financial and Other Information .............26
Listing and General Information .............................92
Risk Factors .............................................................32
Where You Can Find More Information .................93
Cautionary Statement Regarding Forward-Looking
Incorporation by Reference .....................................93
Statements ........................................................38
Validity of Notes .....................................................94
Use of Proceeds .......................................................39
Independent Public Accountants .............................94
The Issuer ................................................................40
Annex I ................................................................. A-1
Capitalization...........................................................41
Financial Statements.............................................. F-1
Operating and Financial Review of Prospects .........42

You should only rely on the information contained in this offering memorandum. We have not authorized
anyone to provide you with different information. Neither we nor any of the initial purchasers is making an
offer of the notes in any jurisdiction where the offer is not permitted. The information of this offering
memorandum is accurate only as of the date of this offering memorandum, regardless of when this offering
memorandum is delivered or any sale of the notes occurs.

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Cosan," "Cosan S.A.", the "Company," "we," "our," "ours," "us" or similar terms refer to Cosan S.A. Indústria e
Comércio together with its subsidiaries and jointly controlled entities, (2) "Cosan Overseas" or the "Issuer" refer to
our wholly-owned finance subsidiary, Cosan Overseas Limited, an exempted company organized under the laws of
the Cayman Islands and (3) "Cosan Limited" refers to our parent company, Cosan Limited, a holding company
organized under the laws of Bermuda, together with its subsidiaries.
The phrase "Brazilian government" refers to the federal government of the Federative Republic of Brazil, and the
term "Central Bank" refers to the Banco Central do Brasil, or the Central Bank of Brazil. The term "Brazil" refers to
the Federative Republic of Brazil.
We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum
with regard to us is true and accurate in all material respects, that the opinions and intentions expressed in this offering
memorandum are honestly held, and that there are no other facts the omission of which would make this offering
memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in
any material respect. We accept responsibility accordingly.

NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 175 OF THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS PROVIDES
THAT AN EXEMPTED COMPANY (SUCH AS COSAN OVERSEAS LIMITED) THAT IS NOT LISTED ON
THE CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY INVITATION TO
THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS NOTES. EACH PURCHASER
OF THE NOTES AGREES THAT NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN
ISLANDS TO SUBSCRIBE FOR THE NOTES.

(This page has been left blank intentionally)

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any
circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries or that the
information set forth in this offering memorandum is correct as of any date subsequent to the date of this
offering memorandum.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the
notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of
the notes offered by this offering memorandum. Morgan Stanley & Co. International plc, Credit Suisse Securities
(Europe) Limited and J.P. Morgan Securities Ltd. will act as initial purchasers with respect to the offering of the notes.
This offering memorandum is personal to you and does not constitute an offer to any other person or to the public in
general to subscribe for or otherwise acquire the notes. Distribution of this offering memorandum by you to any person
other than those persons retained to advise you is unauthorized, and any disclosure of any of the contents of this
offering memorandum without our prior written consent is prohibited. By accepting delivery of this offering
memorandum, you agree to the foregoing and to make no photocopies of this offering memorandum, and, if you do not
purchase the notes or the offering is terminated for any reason, to return this offering memorandum to: Morgan Stanley
& Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, Attention: Global
Capital Markets, Head of Transaction Management Group; or Credit Suisse Securities (Europe) Limited, One Cabot
Square, London E14 4QJ, United Kingdom, Attention: Debt Capital Markets, Syndicate Desk; or J.P. Morgan
Securities Ltd., 125 London Wall, London ECZY 5AJ, United Kingdom, Attention: Debt Capital Markets.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain any
required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and
regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the initial purchasers or their agents have any responsibility therefor. See
"Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the notes.
You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in
this offering memorandum;
·
you have not relied on any of the initial purchasers or their agents or any person affiliated with any of the
initial purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and
·
no person has been authorized to give any information or to make any representation concerning us or the
notes other than those as set forth in this offering memorandum. If given or made, any such other information
or representation should not be relied upon as having been authorized by us, the initial purchasers or their
agents.
In making an investment decision, you must rely on your own examination of our business and the terms of
this offering, including the merits and risks involved. The notes have not been recommended by any federal or
state securities commission or regulatory authority. Furthermore, these authorities have not confirmed the
accuracy or determined the adequacy of this offering memorandum. Any representation to the contrary is a
criminal offense.
This offering memorandum may only be used for the purpose for which it has been published. None of the
initial purchasers or any of their agents are making any representation or warranty as to the accuracy or
completeness of the information contained in this offering memorandum, and nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the
future. None of the initial purchasers or any of their agents have independently verified any of such
3

information and assume no responsibility for the accuracy or completeness of the information contained in this
offering memorandum.
We and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, and for any
reason, the notes offered hereby. We and the initial purchasers also reserve the right to sell or place less than all of the
notes offered hereby.

See "Risk Factors," following the "Summary," for a description of certain factors relating to an investment in the
notes, including information about our business.
None of us, the initial purchasers or any of our or their representatives are making any representation to you
regarding the legality of an investment by you under applicable legal investment or similar laws. You should consult
with your own advisers as to legal, tax, business, financial and related aspects of a purchase of the notes.

MARKET DATA
We obtained market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information and industry publications, as well as internal
surveys. We include data from reports prepared by the Union of Producers of Bio-energy (União dos Produtores de
Bioenergia), or UDOP, LMC International Ltd., or LMC, the Central Bank, the Sugarcane Agroindustry Association
of the State of São Paulo (União da Agroindústria Canavieira de São Paulo), or UNICA, the Brazilian Institute of
Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, the National Traffic Agency
(Departamento Nacional de Trânsito), or DENATRAN, the Brazilian Association of Vehicle Manufactures
(Associação Nacional dos Fabricantes de Veículos Automotores), or ANFAVEA, Datagro Publicações Ltda., or
Datagro, F.O. Licht, Czarnikow, the Brazilian National Oil Agency (Agência Nacional de Petróleo) or ANP, the
Brazilian National Syndicate of Distributors of Fuel and Lubricants (Sindicato Nacional des Empresas Distribuidoras
de Combustíveis e de Lubrificantes), or Sindicom, Apoio e Vendas Procana Comunicações Ltda., the São Paulo Stock
Exchange (BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros), or BM&FBOVESPA, the
International Sugar Organization, the Brazilian National Economic and Social Development Bank (Banco Nacional
de Desenvolvimento Econômico e Social), or BNDES, the New York Board of Trade, or NYBOT, the New York
Stock Exchange and the London Stock Exchange. We believe that all market data in this offering memorandum is
reliable, accurate and complete.
All references in this offering memorandum to "tons" shall also include "metric tons." References to "eop" mean
"end of period." The term "MW" and "GW" refers to megawatt and gigawatt, respectively, and the term "GWh" refers
to gigawatt hours. One "hectare" is equivalent to 10,000 square meters. P.A. refers to per annum.
4

ENFORCEABILITY OF CIVIL LIABILITIES
Cayman Islands
The Issuer is an exempted company incorporated with limited liability under the laws of the Cayman Islands. The
Issuer is incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands
company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of
exchange control or currency restrictions and the availability of professional and support services. However, the
Cayman Islands have a less developed body of securities laws as compared to other jurisdictions and provides
protections for investors to a significantly lesser extent. In addition, Cayman Islands companies do not have standing
to sue before the federal courts of the United States. All of the Issuer's assets are located outside the United States, and
all of the Issuer's directors and executive officers or such person's assets are located outside Unites States. As a result,
it may be difficult for investors to effect service of process within the United States upon the Issuer, or such persons, or
to enforce against them, judgments obtained in U.S. courts.
We have been advised by our Cayman Islands counsel, Maples and Calder, that there is uncertainty as to whether
the courts of the Cayman Islands would (1) recognize or enforce judgments of United States courts obtained against
the Issuer or any state thereof, or (2) be competent to hear original actions brought in each respective jurisdiction,
against the Issuer or such persons predicated upon the securities laws of other jurisdictions. Maples & Calder has
further advised the Issuer that a final and conclusive judgment in federal or state courts of the United States under
which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may
be subject to enforcement proceedings by way of an action commenced on the judgment debt in the courts of the
Cayman Islands.
Brazil
We are incorporated under the laws of Brazil. Most of the members of our board of directors and all of our
executive officers named in this offering memorandum reside in Brazil. Substantially all of our assets and those of
these other persons are located in Brazil. As a result, it may not be possible for you to effect service of process upon us
or these other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these
other persons judgments obtained in the United States or other jurisdictions outside Brazil.
Lefosse Advogados, as our Brazilian counsel, has advised us that, subject to specific requirements described
below, a final conclusive judgment for civil liabilities rendered by any court in the United States in respect of the notes
and the guarantee would be recognized in the courts of Brazil (to the extent that Brazilian courts may have jurisdiction)
and such courts would enforce such judgment without any retrial or reexamination of the merits of the original action
only if such judgment has been previously ratified by the Superior Court of Justice of Brazil (Superior Tribunal de
Justiça), such ratification being available only if:
·
the judgment fulfills all formalities required for its enforceability under the laws of the jurisdiction where the
judgment was rendered;
·
the judgment is issued by a competent court after proper service of process on the parties, which service must
comply with Brazilian law if made in Brazil;
·
the judgment is not subject to appeal;
·
the judgment is authenticated by the Brazilian consulate with jurisdiction over the location of the court which
issued the judgment; and
·
the judgment is not against Brazilian public policy, good morals or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the
process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of the U.S. securities laws with respect to the notes and the guarantee.
5

We have also been advised that the ability of a judgment creditor to satisfy a judgment by attaching certain assets
of the defendant is limited by provisions of Brazilian law.
In addition, a plaintiff, whether Brazilian or non-Brazilian, who resides outside Brazil or is outside Brazil during
the course of the litigation in Brazil and who does not own real property in Brazil must grant a pledge to guarantee the
payment of the defendant's legal fees and court expenses in connection with court procedures for the collection of
payments under the notes and the guarantee.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references in this offering memorandum to "real," "reais" or "R$" are to Brazilian real, the official currency
of Brazil. All references to "U.S. dollars," "dollars" or "U.S.$" are to U.S. dollars.
On November 3, 2010, the exchange rate of reais into U.S. dollars was R$1.6937 to U.S.$1.00, based on the
commercial selling rate as reported by the Central Bank. Due to fluctuations in the real/dollar exchange rate, the
exchange rate as of June 30, 2010 may not be indicative of current or future exchange rates. See "Exchange Rates" for
information regarding exchange rates for the Brazilian currency since April 30, 2005.
Financial Statements
We have included in this offering memorandum our audited consolidated balance sheets as of March 31, 2010 and
2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income (loss),
and cash flows for the fiscal year ended March 31, 2010, the eleven-month period ended March 31, 2009, and the
fiscal year ended April 30, 2008, and our unaudited condensed consolidated balance sheet as of June 30, 2010 and the
related condensed consolidated statements of operations and cash flows for the three-month periods ended June 30,
2010 and 2009 and the condensed consolidated statement of shareholders' equity for the three-month period ended
June 30, 2010. Our financial statements are prepared in accordance with generally accepted accounting principles in
the United States, or U.S. GAAP, which differs in certain material respects from accounting principles generally
accepted in Brazil, Brazilian GAAP or BR GAAP, which we use to prepare our statutory consolidated financial
statements that we file with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or the CVM. All
amounts presented in this offering memorandum, and related to our financial statements, are in accordance with U.S.
GAAP, unless otherwise stated.
In 2009, we modified our fiscal year end. Beginning in 2009, our fiscal year ends on March 31, while previously
our fiscal year ended on April 30. References in this offering memorandum to "fiscal year 2010" or any subsequent
fiscal years relate to the fiscal year ended on March 31 of the applicable calendar year. References in this offering
memorandum to "transition fiscal year 2009" relate to the eleven months ended March 31, 2009. References in this
offering memorandum to "fiscal year 2008" or prior fiscal years relate to the fiscal year ended on April 30 of that
calendar year. We calculate income and social contribution taxes in accordance with Brazilian tax laws on a calendar
year basis.
We use the U.S. dollar as our reporting currency, though we maintain our books and records in reais. Real
amounts presented in our financial statements have been translated into U.S. dollars in accordance with the criteria
established in the Accounting Standards Codification, or ASC, 830 "Foreign Currency Matters." Assets and liabilities
are translated from reais to U.S. dollars using the official exchange rates reported by the Central Bank at the relevant
balance sheet date, and revenues, expenses, gains and losses are translated using the average exchange rates for the
relevant period. These translations should not be considered representations that any such amounts have been, could
have been or could be converted into U.S. dollars at that or at any other exchange rate or as of that or any other date.
The translation gain or loss is included in the accumulated other comprehensive income (loss) component of
shareholders' equity, and in the statement of comprehensive income (loss) for the period in accordance with the
criteria established in Accounting Standards Codification, or ASC, 220 "Comprehensive Income."
The exchange rate of the real into U.S. dollars was R$1.8015 to U.S.$1.00 at June 30, 2010, R$1.7810 to
U.S.$1.00 at March 31, 2010, R$1.9516 to U.S.$1.00 at June 30, 2009, R$2.3152 to U.S.$1.00 at March 31, 2009 and
R$1.6872 to U.S.$1.00 at April 30, 2008.
Where specifically indicated, certain financial information of our subsidiaries CCL, Rumo Logística S.A., or
Rumo, and our sugar and ethanol segment, included in this offering memorandum, were prepared in accordance with
Brazilian GAAP, which is based on:
·
Brazilian Law No. 6,404 of December 15, 1976, as amended, as well as on the provisions introduced by Law
No. 11,638 of December 28, 2007 and Law No. 11,941 of December 3, 2008, which are referred to
hereinafter as the Brazilian corporate law, and rules and regulations enacted by the CVM; and
7

·
the accounting standards issued by Brazilian Accounting and Standards Board (Comitê de Pronunciamentos
Contábeis), or CPC, the Brazilian Institute of Independent Accountants (Instituto dos Auditores
Independentes do Brasil), or IBRACON, and the Brazilian Federal Accounting Council (Conselho Federal
de Contabilidade), or CFC.
The CVM has determined that International Financial Reporting Standards, or IFRS, should be used as the basis
for consolidated financial statements of public companies from fiscal years ending in 2010 and onward. In addition,
Brazilian Law No. 11,638 was enacted in 2007 and took effect in 2008, and requires all Brazilian companies to prepare
their financial statements in accordance with a new set of domestic standards that are currently being issued and are
based on IFRS standards. Consequently, for fiscal year 2011, we intend to present our financial statements in
accordance with IFRS as issued by the International Accounting Standards Board, or IASB.
On August 25, 2010, we entered into a definitive agreement providing for the creation of a proposed joint venture,
or the Joint Venture, with Shell that would combine our sugar and ethanol businesses, energy cogeneration business,
fuel distribution and retail businesses and our interests in certain ethanol logistics facilities at the Port of Santos with
Shell's Brazilian fuel distribution and retail businesses, its Brazilian commercial aviation and marine fuel business and
its interest in certain companies involved in, among other things, the research and development of enzymes and the
conversion of biomass into ethanol. The transaction also contemplates a cash contribution to the Joint Venture from
Shell of approximately U.S.$1.6 billion, which, if consummated, would further consolidate our position as the world's
leading integrated bio-energy company. The formation of the Joint Venture is expected to occur in the first half of
2011 and is subject to customary closing conditions and receipt of required regulatory approvals. See "Our Pending
Joint Venture."
We have included in this offering memorandum selected unaudited financial information derived from our
unaudited consolidated balance sheet as of June 30, 2010 and consolidated income statement for the three-month
period ended June 30, 2010 in order to illustrate certain impacts to us as a result of the Joint Venture with Shell had we
consummated the Joint Venture on April 1, 2010, but we have not given effect to the contribution of Shell's fuel
distribution assets and related revenues and costs to the Joint Venture. See "Summary Financial and Other
Information--Impact of recent developments on Selected Unaudited Financial Information derived from our
unaudited balance sheet as of June 30, 2010 and the income statement for the three-month period ended June 30, 2010,
expressed in Brazilian reais and prepared in accordance with Brazilian GAAP" and "Risk Factors--Risks Relating to
the Joint Venture --We have not included financial information regarding Shell or the fuel distribution assets that it
intends to contribute to the Joint Venture."
We control Rumo and consolidate its results of operations in our financial statements. Our interest in Radar
Propriedades Agrícolas S.A., or Radar, is recorded in our financial statements under the equity method of accounting.
We will not contribute our interests in Rumo or Radar to the Joint Venture. For information about the accounting
treatment of the Joint Venture, see "Our Pending Joint Venture--Accounting Treatment of Joint Venture."
Rounding
We have made rounding adjustments to reach certain of the figures included in this offering memorandum.
Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them.
SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES
The body of generally accepted accounting principles is commonly referred to as "GAAP." For this purpose, a
non-GAAP financial measure is generally defined by the U.S. Securities and Exchange Commission, or the SEC, as
one that purports to measure historical or future financial performance, financial position or cash flows but excludes or
includes amounts that would not be so adjusted in the most comparable U.S. GAAP measure. From time to time, we
disclose so-called non-GAAP financial measures, primarily EBITDA, or our consolidated net sales, minus our
consolidated cost of goods sold and services rendered, minus our consolidated selling, general, administrative,
management fees and other operating expenses, plus any depreciation or amortization included in any of the foregoing
expenses. We use this definition of EBITDA to be consistent with the definition required for the calculation of
8