JOINT VENTURE AGREEMENT

Exhibit 4.3

 

JOINT VENTURE AGREEMENT

 

This Joint Venture Agreement (herein the “Agreement”) is made and entered into this 8th day of May 2007, by and between:

 

(a)

VOTORANTIM CELULOSE E PAPEL S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Alameda Santos, 1357, 6th floor, in the City of São Paulo, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 60.643.228/0001-21, herein duly represented by its legal representatives (“VCP”);

 

 

(b)

XXXXXXXX LOUVEIRA LTDA., a company duly organized and existing under the laws of Brazil, with registered office at Rua Xxxxxxx Xxxxx, 770 - Capivari, in the City of Louveira, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 00.767.144/0001-78, herein duly represented by its attorneys-in-fact (the “Xxxxxxxx”);

 

W I T N E S S E T H

 

WHEREAS, VCP is engaged in the manufacturing and trading of pulp, paper, and other byproducts of these materials;

 

WHEREAS, Xxxxxxxx is engaged in the development, manufacturing and marketing of high performance fiber-based materials, such as specialty papers and nonwovens;

 

WHEREAS, VCP and Xxxxxxxx wish to join efforts as business partners with regard to the operations of VCP’s plants known as Jacareí PM 1, Coater 2, and the Finishing Area (collectively the “Business”), with a view towards increasing and streamlining these operations as well as expanding into new markets (“Joint Venture”);

 

WHEREAS, VCP shall incorporate a new corporation at Rodovia General Xxxxxxx xx Xxxxx Xxxxxxx, XX 00, Xx 84, Sala B, Zona Rural, in the City of Jacareí, State of São Paulo (“Newco”);

 

WHEREAS, VCP shall transfer and assign to Newco, in exchange for shares of Newco, all the assets, agreements and employees used or employed in connection with the operation of the Business and certain specific liabilities;

 

WHEREAS, upon the terms and subject to the conditions set forth herein, Xxxxxxxx desires to own shares of Newco representing 60% (sixty percent) of its corporate capital to be acquired through the subscription of newly issued shares and the direct acquisition of shares from VCP; and

 

WHEREAS, the parties shall consummate other transactions set forth herein,

 

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, the parties agree as follows:

 

DEFINITIONS

 

For the purposes of this Agreement, capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them as follows:

 

“Affiliate” shall mean any Person directly or indirectly Controlling, Controlled by or under common Control with another Person.

 


 

“Agreement” shall mean this Agreement, as set forth in the Recitals.

 

“Xxxxxxxx Shares” shall mean the duly issued and outstanding Common Shares to be owned by Xxxxxxxx or its Affiliate on the Closing Date and that shall represent 60% (sixty per cent) of the total and voting capital of Newco.

 

“Amended and Restated Bylaws” shall mean the amended and restated By-laws of Newco substantially in the form attached hereto as Annex A.

 

“Asset Option Agreement” shall mean the agreement whereby Newco shall grant to VCP an option to acquire forty percent (fração ideal) of certain power co-generation equipment substantially in the form attached hereto as Annex A-1.

 

“Assumed Liabilities” shall have the meaning set out in Section 1.3 hereof.

 

“Brazilian GAAP” shall mean the generally accepted accounting principles in Brazil.

 

“Business” shall have the meaning set out in the Recitals above.

 

“Business Assets” shall mean all of the assets used or employed primarily in connection with the operation of the Business, including, but not limited to the assets, properties and rights set forth in Section 1.2 hereof.

 

“Business Day” shall mean a day (other than a Saturday or a Sunday) on which banks are generally open for business in São Paulo, SP, Brazil.

 

“Business Employees” shall have the meaning set out in Section 1.5.

 

“XXXX” shall mean Conselho Administrativo de Defesa Econômica of the Brazilian Ministry of Justice.

 

“Call Notice” shall have the meaning set out in Section 4.1(b).

 

“Call Options” shall have the meaning set out in Section 4.1(a).

 

“Claim” shall mean any third party claims including, without limitation, judicial or administrative claims, resulting from fiscal audit at federal, state or municipal level.

 

“Closing” shall have the meaning set out in Section 3.1 hereof.

 

“Closing Date” shall have the meaning set out in Section 3.1 hereof.

 

“Common Shares” shall mean the voting common shares of the capital stock of Newco, including, without limitation, by means of subscription, acquisition, bonus distribution, split or reverse split or subscription rights.

 

“Contracts” shall have the meaning set out in Section 1.2(d).

 

“Control” means (i) the right to exercise a majority of the votes of a Person; together with (ii) the right to appoint, directly or indirectly, a majority of the directors of that Person or other persons who have the right to manage or supervise the management of the affairs and business of that Person.

 

“Definitive Agreements” shall mean this Agreement and any other agreement, document or instrument required to be executed pursuant to or in connection with this Agreement, including, but not limited to (i) the Minutes of Shareholders’ Meetings; (ii) the Shareholders’ Agreement; (iii) the Services Supply Agreement; (iv) Independent Representation Agreement; (v) Procurement Agreement; (vi) Utilities Agreement; (vii) Slush Pulp Supply Agreement; (viii) Shared Services Agreement; (ix) the “LUMIMAX” Trademark License Agreement, (x) Transition Services Agreement, and the (xi) Operational and Maintenance Agreement.

 

2


 

“Dollars” and the symbol “U.S.$” mean the lawful currency of the United States of America.

 

“Environmental Law” shall mean any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, issued, entered into, agreed or imposed by any Governmental Authority which relates to or otherwise impose liability or standards of conduct concerning any of the business presently carried out or carried on at any time, referring to health or safety, including the exposure of employees or other persons to noise, vibration or any Regulated Substance, odors or any pollutants, contaminants, or hazardous or toxic wastes, substance or materials, whether as matter or energy, released into ambient air, internal air, water or land, or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of pollutants, contaminants or hazardous or toxic wastes, substances or materials.

 

“Environmental Liabilities” means any Loss (excluding internal personnel and administrative costs) or third-party claim arising out of, relating to, based upon, or resulting from (a) any violation on or before the Closing Date of any Environmental Requirement by VCP, its predecessors, any third party, and/or the Business, (b) any Claim for death or personal injury, property damage, damage to the environment, or Release or Contamination, in connection with the conduct or operation of VCP, its predecessors, any third party, and/or the Business, or on, above, or from any of the Business Assets at any time on or before the Closing Date; (c) any Remediation undertaken at any time on or before the Closing Date or hereafter required from time to time as a result of the conduct or operation of the Business at any time on or before the Closing Date ; or (d) the failure of VCP, its predecessors, any third party, the Business, and/or the Business Assets to comply with any Environmental Law or Environmental Requirement at any time on or before the Closing Date, including (i) any fines or penalties assessed, levied or asserted against VCP, its predecessors, any third party, the Business, and/or the Business Assets, and (ii) any Claim that any Environmental Permit is not sufficient under any Environmental Law or Environmental Requirement to authorize VCP and/or the Business to conduct its operations as they were conducted on, or at any time during the 12 month period immediately preceding, the Closing Date.

 

“Environmental Requirement” means any Legal Requirement relating to: (a) the environment, including pollution, Contamination, cleanup, preservation or protection; (b) health or safety, including the exposure of employees or other persons to noise, vibration or any Regulated Substance; (c) any Release, including investigation, study or Remediation of such Release; (d) the management of any Regulated Substance, including the manufacture, generation, formulation, processing, labeling, distribution, introduction into commerce, registration, reporting, notification, record keeping, use, treatment, handling, storage, disposal, transportation, re-use, recycling or reclamation of any Regulated Substance; or (e) the physical structure or condition, or appropriate use of a building, facility, fixture or other structure as they relate to noise, vibration or any Regulated Substances.

 

“Environmental Permit” shall have the meaning assigned to such term in Section 5.17.

 

“Excluded Assets” shall mean all assets of VCP other than the Business Assets.

 

“Excluded Liabilities” shall have the meaning set out in Section 1.4 hereof.

 

“Financial Statements” shall have the meaning set out in Section 5.13 hereof.

 

“Governmental Authority” shall mean the Brazilian government or any political subdivision thereof, whether federal, state or local or any agency, department or instrumentality of any such government or political subdivision thereof.

 

“Independent Sales Representation Agreement” shall mean an agreement whereby VCP shall serve as representante comercial for the sale of certain of Newco’s paper grades, substantially in the form of Annex B hereto.

 

3


 

“Legal Requirements” means (a) constitutional provisions, statutes, ordinances, codes, rules, treaties, case decisions, rules, guidelines, interpretations, requirements, notices, plans, directives, regulations, and standards of any Governmental Authority, (b) final and non-appealable Orders, (c) Permits, and (d) contracts entered into with any Governmental Authority relating to compliance with matters described in (a), (b) or (c) above.

 

“Lien” shall mean any liens, burdens, encumbrances, mortgages, security interests, repurchase obligations, claims, disputes, usufructs, rights of first refusal and any other restrictions or liabilities of any kind whatsoever.

 

“Loss” shall mean losses, damages, liabilities, costs and expenses including reasonable attorneys’ and legal fees.

 

“LUMIMAX Trademark License Agreement” shall mean the agreement whereby VCP shall license to Newco the free, non-exclusive right to manufacture paper products under the “Lumimax” trademark for a period of 3 (three) years.

 

“Material Adverse Change” shall mean any material adverse change in the business, properties, results of operations, prospects or financial condition of Newco or the Business.

 

“Newco Free Lease Agreement” shall have the meaning ascribed to it is Section 1.2.3.1 below.

 

“Operating Working Capital” shall mean the sum of US$ 25 million, composed by the entries of the Pro-Forma Balance Sheet, including but not limited to (i) accounts receivable, plus inventory and other current assets, less (ii) accounts payable, salary and contributions and other liabilities. For purposes hereof, “accounts payable” shall include any accrued labor provisions relating to the Business Employees.

 

“Operational and Maintenance Agreement” shall mean an agreement whereby VCP will provide certain operation and maintenance services to Newco substantially in the form of Annex C hereto.

 

“Order” means any order, injunction, judgment, decree, consent decree, ruling, writ, assessment or award of any Governmental Authority or arbitrator having jurisdiction in respect of a matter.

 

“Owned Real Estate” means the land and premises located at Rodovia General Xxxxxxx xx Xxxxx Xxxxxxx, XX 00, Xx 84, Sala B, Zona Rural, in the City of Jacareí, State of São Paulo, owned by VCP, as described in Schedule 4.3 hereof, where the Business is currently carried out by VCP.

 

“PCC Agreement with SMI” shall mean the Precipitated Calcium Carbonate Agreement(s) between VCP and Minerals Technologies do Brasil Comércio e Indústria de Minerais Ltda. to be signed prior to Closing.

 

“Period” means any taxable year or any other period with respect to which any Tax may be imposed under any Legal Requirement.

 

“Permit” means any approval, authorization, consent, registration, right of way, easement, franchise, order, waiver, variance or other license (including environmental licenses), issued, granted, given or otherwise made available by or under any Governmental Authority.

 

“Permitted Liens” means the Liens reflected in the Financial Statements and the mortgages under certain financial agreements entered into by VCP affecting the Owned Real Estate that do not materially interfere with the use of the Owned Real Estate by Newco and that do not create a financial liability neither for Xxxxxxxx nor for Newco.

 

“Person” shall mean an individual, company, corporation, trust, association, joint venture or other entity, or a Governmental Authority.

 

“Post-Closing Period” means any Period that begins after midnight (Brazilian Standard Time) on the day prior to the Closing Date.

 

4


 

“Pre-Closing Period” means (a) any Period that ends on or before midnight (Brazilian Standard Time) on the day prior to the Closing Date.

 

“Premium Reserve” shall have the meaning assigned to such term in Section 2.3(ii).

 

“Procurement Agreement” shall mean an agreement regarding the use by the Newco of the procurement structure of VCP for the acquisition of raw material and other goods, substantially in the form of Annex D hereto.

 

“Pro Forma Balance Sheet” shall mean the pro forma balance sheet of Newco presenting the Assumed Liabilities (other than the liabilities assumed with respect to the Contracts) and Business Assets as of the date of the Transfer of the Business.

 

“Purchase Price” shall have the meaning set out in Section 2.3(iii) hereof.

 

“Put Notice” shall have the meaning set out in Section 4.2(b).

 

“Put Options” shall have the meaning set out in Section 4.2(a).

 

“Real”, “Reais” and the symbol “R$” means the lawful currency in Brazil and includes any currency which from time to time may replace the Real.

 

“Real Equivalent” means the Real equivalent to any amount expressed in Dollars obtained through the conversion of Dollars into Reais in accordance with the PTAX-800 Option 5, sale exchange rate, in force on the date such equivalency is determined.

 

“Regulated Substance” means any solid, liquid or gaseous material that is the subject of liability or Remediation, or listed or designated as hazardous or toxic by virtue of its characteristics or otherwise, under any Environmental Requirement, and includes asbestos-containing material, petroleum, radioactive, or explosive product or byproduct.

 

“Release” means any spill, discharge, leak, emission, injection, escape, dumping, leaching, dispersal, emanation, migration or release of any Regulated Substance into the environment, including the movement of any Regulated Substance through or in the environment, in a single event or series of interrupted or uninterrupted events, and/or the abandonment, discarding, or other disposition of barrels, containers, tanks or other receptacles containing or previously containing any Regulated Substance.

 

“Remediation” means any investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup or abatement of any Release or Contamination, whether on-site or off-site, in connection with the Business or the Business Assets, to the extent necessary to achieve or comply with an Environmental Requirement; and the term “Remediate” (when used as a verb) means to conduct Remediation.

 

“Service Agreements” means collectively the Transition Services Agreement, the Service Supply Agreement, and the Shared Services Agreement.

 

“Services Supply Agreement” shall mean an agreement whereby VCP shall render certain services to Newco.

 

“Shared Services Agreement” shall mean an agreement whereby VCP shall share with Newco certain services contracted by VCP with third parties.

 

“Shareholders” shall mean the holders of Common Shares from time to time.

 

“Shareholders Agreement” shall mean the agreement between the Shareholders substantially in the form of Annex E hereto.

 

5


 

“Utilities Agreement” shall mean an agreement for the supply by VCP to Newco of certain utilities, including energy, substantially in the form of Annex F hereto.

 

“Slush Pulp Supply Agreement” shall mean an agreement for the supply by VCP of slush pulp to the Newco, substantially in the form of Annex G hereto.

 

“Strategic Business Plan” shall mean the two-year strategic business plan for Newco, which shall be updated annually, to be adopted pursuant to Section 4.4 hereof, including, without limitation, (i) the markets to be covered by Newco, (ii) estimates of capital expenditures; (iii) estimates of working capital requirements; (iv) balance sheet, income statement and cash flow forecasts and (v) projected rate of return and profitability expected to be obtained by Newco.

 

“Subscription Price” shall have the meaning set out in Section 2.3(i) hereof.

 

“Taxes” shall mean (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, social contribution, financial unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (i) above; and (iii) any transferee liability in respect of any items described in clauses (i) and/or (ii) above.

 

“TG4 Shares” shall have the meaning set out in Section 1.2.6 hereof.

 

“Transfer of the Business” shall have the meaning set out in Section 1.1.

 

“Transitions Services Agreement” shall mean an agreement whereby VCP shall render certain services to Newco on a temporary basis.

 

“VCP Free Lease Agreement” shall have the meaning ascribed in Section 1.2.3.2 below.

 

“VCP Initial Shares” shall have the meaning set out in Section 1.1 hereof.

 

SECTION 1.                            TRANSFER OF BUSINESS

 

1.1                                               Transfer of the Business. On or prior to Closing, VCP shall transfer, assign and deliver to Newco, at book value, the Business Assets and the Assumed Liabilities as provided for in Section 1.2 (a) et seq.,1.2.1, and 1.3 below (the “Transfer of the Business”), in exchange for newly issued Common Shares of Newco (the “VCP Initial Shares”). On or prior to Closing, the VCP Initial Shares shall represent all (or all but one) of the issued and outstanding shares of Newco.

 

1.2                                               Business Assets. In consideration of the subscription of the VCP Initial Shares, VCP shall transfer, assign and deliver the Business Assets to Newco free and clear of any Lien (except for any Permitted Liens). The Business Assets shall be recorded on the books and records of Newco at their book value as of the transfer date thereof, and shall remain unburdened until the Closing Date. The Business Assets shall include, but not be limited to, the following assets, properties and rights used or employed in the operation of the Business:

 

(a)

the machinery, equipment, office equipment, vehicles, furniture, fixtures and other tangible property not included in Operating Working Capital account provided for in Schedule 1.2(a);

 

 

(b)

all trade accounts receivable and all notes, bonds and other evidences of indebtedness of and rights to receive payments arising out of sales occurring primarily in the conduct of the Business and the security arrangements related thereto, including any rights of VCP with respect to any third party collection non-judicial procedures (the “Accounts Receivable”);

 

6


 

(c)

all raw materials, work-in-process, finished goods, supplies, spare parts, products under research and development and other inventories related primarily to the Business including all such items (i) located on the premises where the Business is conducted, (ii) in transit from suppliers of the Business, (iii) held for delivery by suppliers of the Business, (iv) in warehouse of third parties contracted by VCP to store finished products, or (v) located on the premises of customers or held on consignment by third parties;

 

 

(d)

the contracts, agreements, leases, guarantees, commitments, whether oral or written, and other instruments reasonably necessary to conduct the Business as currently conducted, including, but not limited to the contracts, agreements, leases, guarantees, commitments and other instruments listed in Schedule 1.2(d) (the “Contracts”), provided that, (i) the transfer and/or split of certain Contracts may depend on longer negotiations with third parties that may not be concluded on the date of the Transfer of the Business. Such Contracts shall be transferred to the Newco as soon as such negotiations are concluded, and (ii) VCP shall endeavor its best efforts to by Closing have such transfer and/or split of the Contracts agreed by the counterparts thereof in the same terms and conditions as they stand today, but shall not be held liable for any changes in such terms and conditions that may be imposed by the counterparts; in case VCP is not able to transfer or split the Contracts until the Closing, or if revisions requested by the counterparts materially alter the current terms and conditions of such agreements, then the Parties shall discuss the best manner to address prior to executing the agreements the issue with as little effect to Newco as possible;

 

 

(e)

the licenses, permits and authorizations listed in Schedule 1.2(e);

 

 

(f)

all books, records and documents relating to the Business and Business Assets, except to the extent (i) VCP is required to retain any such books, records or documents pursuant to applicable law or (ii) VCP can not segregate such books, records and documents (in which cases VCP will grant to Newco reasonable access to the records and whenever possible copies of such retained books, records and documents);

 

 

(g)

the Operating Working Capital; and

 

 

(h)

the Owned Real Estate.

 

1.2.1.                                   Pursuant to Section 4, as soon as possible but in no event later than 2 (two) years as from the date hereof, VCP shall, at its own costs, (i) cancel any Permitted Liens over any Owned Real Estate with the appropriate real estate registry; and (ii) register the transfer of the Owned Real Estate to Newco with the appropriate real estate registry.

 

1.2.2.                                   Upon Xxxxxxxx’x request: (i) VCP shall move its current warehouse to the area indicated in the Schedule 4.3 as the “Optional Area”, where VCP shall be allowed to use an area of at least 3,000sqm; or (ii) the parties shall jointly study a new area to be used by VCP in replacement of its present warehouse area (“Alternative Area”). In any case, Xxxxxxxx will bear with any costs involved in the moving, construction of the new building and obtaining any required licenses (including, but not limited to averbações de matrícula), and Xxxxxxxx shall bear with the costs for the split of the Warehouse Area, which shall be transferred or free leased to Newco, as the case may be, as provided for in this Agreement.

 

1.2.3 Regardless of the choice of the new area for VCP’s new warehouse, the parties shall study the feasibility to legally transfer the area of the current VCP warehouse of approximately 4,000sqm (the “Warehouse Area”) to Newco prior to the date of the Transfer of the Business.

 

7


 

1.2.3.1. If the parties agree until the date of the Transfer of the Business that it is legally possible to transfer the Warehouse Area to Newco apart from the Business Assets in the future, then VCP (i) shall not add the Warehouse Area to the Business Assets to be transferred to Newco, and (ii) shall grant to Newco the right of use of a portion of the Warehouse Area equivalent to approximately 1,000sqm under an irrevocable perpetual free lease agreement (the “Newco Free Lease Agreement”). Should after the Transfer of the Business there be a change in the applicable legislation preventing the Warehouse Area from being legally transferred to Newco, then VCP shall grant an irrevocable perpetual free lease agreement to Newco of the Warehouse Area.

 

1.2.3.2.                          If, on the other hand, the parties jointly determine, up to the date of the Transfer of the Business (or any other date as may be mutually agreed by the parties), that the Warehouse Area may not be legally transferred to Newco apart from the Business Assets, then (i) such Warehouse Area shall be added to the Business Assets and shall be transferred to Newco along with the Transfer of the Business, and (ii) Newco shall grant VCP the right of use of the Warehouse Area under a free lease agreement (the “VCP Free Lease Agreement”) until the moving of VCP’s current warehouse to the Optional Area or the Alternative Area. For as long as Xxxxxxxx does not request VCP to move the Warehouse Area, as provided for in this Agreement, the VCP Free Lease Agreement shall remain valid and enforceable and may not be terminated for any other reason by Newco.

 

1.2.4                                      The obligations of VCP and of Xxxxxxxx established in Sections 1.2.2, 1.2.3, 1.2.3.1 and 1.2.3.2 hereunder shall be valid for 99 (ninety-nine) years as of this date.

 

1.2.5. Both Parties acknowledge that the Schedule 1.2(a) may be subject to non-material changes prior to Closing in the ordinary course of the Business.

 

1.2.6.                                   If until the exercise of the 2nd Call/Put Option Newco receives the tax and regulatory permits from the Brazilian authorities required for it to jointly generate electric power with VCP, as provided for in Section 7.3 of the Utilities Agreement, then VCP undertakes to, within 20 days from the issuance of the last required permit, subscribe and pay in new shares in Newco (the “TG4 Shares”) in an amount equivalent to the book value of 40% of the ideal part of the TG4 (the “Fração Ideal”) (further described in Schedule 1.2.6).

 

1.2.6.1.                          Regardless of the transfer of the Fração Ideal by VCP to Newco, at the time of the 1st and/or 2nd Call/Put Option the purchase and sale of the shares owned by VCP in Newco shall be carried out as provided for hereunder without affecting the Option Price, as established in Sections 4.1 and 4.2 and in Annex H hereto.

 

1.2.6.2.                          If at the time of the 2nd Call/Put Option Newco has not yet received the required approvals to receive the Fração Ideal, then the 2nd Call/Put Option rights shall be carried out unaffected based on the Option Price as provided for hereunder, and VCP and Xxxxxxxx shall study an alternative to transfer the Fração Ideal to Newco, in a manner mutually acceptable for the parties.

 

1.2.6.3.                          VCP represents and warrants that TG4 is not, and will not be, by the time of its transfer to Newco, violating any existing applicable zoning, environmental or health and safety law or regulation, restrictive covenant or any provision of any law. No notice from any Governmental Authority shall have been given to Newco and/or VCP claiming any violation of any such law, ordinance, code or regulation or requiring, or calling attention to the need for, any work, repairs, construction, or installation on or in connection with said properties which has not been complied with.

 

1.2.6.4.                          As of this date, VCP shall allow Xxxxxxxx to follow up the process of obtaining the relevant tax and regulatory permits before the Brazilian authorities, and shall maintain Xxxxxxxx duly informed on the development of such processes.

 

8


 

1.3                                               Assumption of Liabilities by Newco. Upon the transfer of the Business Assets pursuant to Section 1.1, Newco shall assume and agree to pay, perform and discharge when due (a) the obligations and liabilities with respect to the Contracts arising after the Transfer of the Business, (b) the liabilities related to the accounts payable, salaries and contributions related to the Transferred Employees, and other liabilities included in the Operating Working Capital, as provided in the Pro Forma Balance Sheet, which sets forth the nature and amount of such liabilities, (c) any severance payments or termination costs based on law, contract or collective bargaining agreements payable to Business Employees who are terminated by Newco after the Closing (including any termination penalties provided for in Termo de Rescisão de Contrato de Trabalho), and (d) other liabilities as may be agreed by the parties (such liabilities being referred to as the “Assumed Liabilities”). For the avoidance of doubt, Newco shall not be liable for any indemnification, damages, fines or compensation payable to Business Employees or to the authorities to the extent that such indemnification, damages, fines or compensation are payable as a result of any act, fact, omission, or a breach of law, regulation, contract or collective bargaining agreement by VCP or the Business prior to the Closing.

 

1.4                                               Excluded Liabilities. The parties agree that VCP shall retain full responsibility for all liabilities other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include (i) any and all obligations and liabilities of VCP related to events occurring on or before the Closing Date except for the Assumed Liabilities; (ii) any and all obligations and liabilities related to or resulting from any Excluded Asset, in any case including, but not limited to, accrued or fixed, absolute or contingent, Tax, labor, social security, environmental, civil and commercial liabilities, as well as those resulting from or in connection with services rendered by VCP, except for the Assumed Liabilities; (iii) any and all obligations and liabilities arising as a result of Newco being deemed a successor of VCP or by virtue of the transactions contemplated hereby related to events occurring on or prior to the Closing Date, in any case including, but not limited to, accrued or fixed, absolute or contingent, Tax, labor, social security, environmental, civil and commercial liabilities, except for the Assumed Liabilities. VCP shall be liable to pay the total amount of any and all Excluded Liabilities when due and/or to indemnify Newco and/or Xxxxxxxx for, and to hold Newco and Xxxxxxxx harmless from, any and all Excluded Liabilities, all according to the indemnification procedures provided for hereunder.

 

1.5                                               Transfer of Business Employees. Together with the transfer of the Business Assets to Newco, VCP shall transfer to Newco the employees primarily engaged in the Business and listed in Schedule 1.5 (collectively, the “Business Employees”) and any other employees hired by VCP after the date hereof in the ordinary course of business which are employed primarily in connection with the Business. VCP shall not cause the termination or interruption of the labor contracts related to the Business Employees prior to Closing except in the ordinary course of business. In case the transfer of such employees should cause Newco to make any payment to such employees which are not due and payable as of the date of the transfer and thereafter, VCP shall indemnify Newco for any such payments in accordance with the terms of Section 9.

 

1.5.1. Prior to Closing, VCP and Xxxxxxxx may agree upon the inclusion of other VCP’s current employees not primarily engaged in the Business, including but not limited to employees from VCP’s Finance, Human Resources and Commercial areas, to the Business Employees list.

 

1.6                                               Transfer Costs and Taxes related to the Transfer of the Business. Any and all Taxes, assessments, costs or fees which may arise or result from the Transfer of the Business as it is run today shall be borne by VCP. VCP guarantees that there shall be no costs and expenses related to the transfer of the Business Employees.

 

1.7                                               Split of the Contracts. Notwithstanding the provisions set forth in Section 1.2 (d) above, in case VCP is not able to transfer or split the Contracts and/or execute the Service Agreements until the Transfer of the Business, VCP shall guarantee that Newco will be able to regularly operate the Business in its ordinary course, as it is being currently conducted by VCP, until the conclusion of the transfer and/or split of the Contracts and the execution of the Service Agreements.

 

1.8                                               Service Agreements. To the extent the execution of the Service Agreements depend on the transfer and/or split of the Contracts, (i) the Service Agreements shall be duly executed upon the Transfer of the Business to Newco or at any other date agreed in writing by the Parties; and (ii) Xxxxxxxx must be given the opportunity to agree on the terms, covenants and conditions of the referred Services Agreements prior to their execution.

 

9


 

1.9                                               Execution of other agreements. VCP and Newco shall execute all of the following agreements up to the Transfer of the Business: (i) Independent Sales Representation Agreement, (ii) Procurement Agreement; (iii) Utilities Agreement; (iv) Slush Pulp Supply Agreement, substantially in the form of Annexes of this Agreement.

 

SECTION 2. PURCHASER SUBSCRIPTION AND PURCHASE OF SHARES

 

2.1                                               Issuance of Xxxxxxxx Shares and Purchase by Xxxxxxxx. On the Closing Date, provided that all of the conditions precedent set forth in Sections 8.1 and 8.2 hereof shall have been fulfilled, Newco shall issue and deliver to Xxxxxxxx and Xxxxxxxx shall subscribe for and pay in cash, for the Subscription Price (as defined below), newly issued Common Shares which shall represent approximately 40% (forty per cent) of the total and voting capital of Newco (the “Xxxxxxxx Subscribed Shares”).

 

2.2                                               Acquisition of Shares from VCP by Xxxxxxxx. Subject to the terms, conditions and covenants of this Agreement, at the Closing, following the subscription of the Xxxxxxxx Subscribed Shares, VCP shall sell, transfer, convey and deliver to Xxxxxxxx, and Xxxxxxxx shall purchase from VCP, Common Shares representing approximately 20% (twenty per cent) of the total and voting capital of Newco, free and clear of any liens (“Xxxxxxxx Acquired Shares” and, collectively with Xxxxxxxx Subscribed Shares, the “Xxxxxxxx Shares”).

 

2.3 Subscription and Purchase Price.

 

(a)                                  The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

 

i.                                          The amount of the Subscription Price to be paid by Xxxxxxxx to Newco in consideration for the Xxxxxxxx Subscribed Shares shall be Reais Equivalent to U.S.$ 79,000,000 (the “Subscription Price”).

 

ii.                                       The amount of the Subscription Price equal to Reais Equivalent to approximately U.S.$710,000 shall be allocated to the stock capital account of Newco and the remaining amount of the Subscription Price shall be allocated to the capital reserve of Newco (the “Premium Reserve”).

 

iii.                                    The amount of the purchase price to be paid by Xxxxxxxx to VCP in consideration for the Xxxxxxxx Acquired Shares (the “Purchase Price”) shall be Reais Equivalent to U.S.$ 35,000,000 plus R$8,000,000 (eight million Reais).

 

2.4                                               The sum of the Xxxxxxxx Shares shall correspond to 60% (sixty percent) of the total and voting capital of Newco.

 

2.5                                               Payment of the Subscription Price and Purchase Price. The Subscription Price and Purchase Price shall be paid by Xxxxxxxx or its Affiliate, on the Closing Date, in cash, in the City of São Paulo, Brazil, through deposit of immediately available funds, all in accordance with payment instructions provided by Newco and VCP no later than 5 (five) Business Days prior to Closing Date.

 

2.6                                               Waiver of Preemptive Rights. VCP hereby agrees to waive its preemptive rights and vote to approve the capital increase of Newco for the issuance of Xxxxxxxx Subscribed Shares in accordance with Section 2.1 above.

 

10


 

SECTION 3.                            CLOSING AND TERMINATION

 

3.1                                 Closing. The actions contemplated in this Section 3 shall take place at a closing (the “Closing”) to be held at the head offices of VCP (or at such other place as the parties may designate in writing) on the fifth Business Day following the satisfaction or waiver of the conditions set forth in Sections 8.1 and 8.2 hereof, which shall in no event be later than August 31, 2007 or on such other date as Xxxxxxxx and VCP may designate in writing. The date on which the Closing shall be held is referred to herein as the “Closing Date”.

 

3.2                                 Documents to be Delivered at Closing by Newco. At Closing, Newco shall have furnished, delivered, or cause to be delivered, to Xxxxxxxx and VCP, the following:

 

(a)                                  executed copy of the minutes of the General Shareholders Meeting or Board of Director Meeting of Newco, as applicable, approving the transactions herein, including but not limited to:

 

i)                                         the capital increase of Newco;

ii)                                      the issuance of the VCP Initial Shares and the Xxxxxxxx Shares;

iii)                                   adoption of the Amended and Restated Bylaws;

iv)                                  approval of the members of the Board of Directors and Board of Officers;

v)                                     acceptance of the resignation of initial Newco Officers, to allow the election or re-election of the Officers pursuant to the Shareholders’ Agreement; and

vi)                                  change the name of Newco to “Xxxxxxxx Jacareí S.A.”.

 

(b)                                 the necessary corporate action of Newco evidencing the registration of the VCP Initial Shares and the Xxxxxxxx Shares in the name of the applicable shareholder in the Book of Registry of Nominative Shares of Newco;

(c)                                  executed copy of the Shareholders’ Agreement;

(d)                                 executed copy of the Independent Representation Agreement;

(e)                                  executed copy of the VCP Free Lease Agreement or Newco Free Lease Agreement, as the case may be;

(f)                                    executed copy of the Procurement Agreement;

(g)                                 executed copy of the Utilities Agreement;

(h)                                 executed copy of the Slush Pulp Supply Agreement;

(i)                                     executed copy of the Shared Services Agreement;

(j)                                     executed copy of the Services Supply Agreement;

(k)                                  executed copy of the Transition Services Agreement;

(l)                                     executed copy of PCC Agreement with SMI;

(m)                               executed copy of Operational and Maintenance Agreement;

(n)                                 executed copy of the Asset Option Agreement;

(o)                                 evidence of resignations of the initial officers of Newco, to the extent required to allow the election or re-election of the Officers pursuant to the Shareholders’ Agreement;

(p)                                 executed copy of the assignment agreements in connection with the transfer of the Contracts, pursuant to Section 1.2 (d) hereunder; and

(q)                                 such other documents as Xxxxxxxx and VCP shall reasonably request in order to conclude the transactions which shall occur prior to or at closing and are contemplated by the documents delivered prior to or at Closing.

 

3.3                                 Documents to be Delivered at Closing by VCP. At Closing, VCP shall have furnished, delivered, or cause to be delivered, to Newco and/or Xxxxxxxx, the following:

 

(a)                    executed copy of the Shareholders’ Agreement;

(b)                   executed copy of the Independent Representation Agreement;

(c)                    executed copy of the Procurement Agreement;

(d)                   executed copy of the Utilities Agreement;

(e)                    executed copy of the VCP Free Lease Agreement or Newco Free Lease Agreement, as the case may be;

(f)                      executed copy of the Slush Pulp Supply Agreement;

(g)                   executed copy of the Shared Services Agreement;

(h)                   executed copy of the Transition Services Agreement;

 

11


 

(i)                       executed copy of the Services Supply Agreement;

(j)                       executed copy of PCC Agreement with SMI;

(k)                    executed copy of Operational and Maintenance Agreement;

(l)                       executed copy of the subscription bulletin for the subscription of the VCP Initial Shares and evidence satisfactory to Newco and Xxxxxxxx of payment by Transfer of the Business;

(m)                 copies of assignments for the Business Assets satisfactory to Newco and Xxxxxxxx;

(n)                   the consents set forth on Schedule 5.4 hereto;

(o)                   executed copy of the assignment agreements in connection with the transfer of the Contracts, pursuant to Section 1.2 (d) hereunder;

(p)                   such other documents as Xxxxxxxx and Newco shall reasonably request in order to conclude the transactions which shall occur prior to or at closing and are contemplated by the documents delivered prior to or at Closing.

 

3.4                                 Documents to be Delivered at Closing by Xxxxxxxx. At Closing, Xxxxxxxx shall have furnished, delivered, or cause to be delivered, to VCP and/or Newco, the following:

 

(a)                                  copy of the subscription bulletin duly executed by Xxxxxxxx or its Affiliate with respect to the subscription of the Xxxxxxxx Shares and evidence satisfactory to Newco and VCP of payment of the Purchase Price;

(b)                                 executed copy of the Shareholders’ Agreement; and

(c)                                  such other documents as VCP or Newco shall reasonably request in order to conclude the transactions which shall occur prior to or at closing and are contemplated by the documents delivered prior to or at Closing.

 

3.5                                 Termination of the Agreement. This Agreement may be terminated prior to the Closing as follows:

 

(a)                                  by either party, if the terms, covenants or conditions of this Agreement to be complied with or performed by the other party before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the other party, except where such noncompliance or nonperformance does not have a material adverse effect on transactions to be consummated hereunder, upon two days prior written notice to the other; provided, however, that the party electing to terminate this Agreement pursuant to this Section 3.5 is not in default of any of its obligations hereunder and such default is the cause of the other party’s default; or

 

(b)                                 by mutual written consent of Xxxxxxxx and VCP.

 

3.6                                 Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to VCP, Xxxxxxxx or Newco; provided, however, that the obligations of the parties set forth in Section 7.5 hereof shall survive any such termination and shall be enforceable hereunder; and provided further that nothing in this Section 3.6 shall relieve any party hereto of any liability for a breach of this Agreement prior to such termination.

 

SECTION 4.                            COVENANTS FOLLOWING CLOSING

 

4.1                                 Xxxxxxxx Call Options.

 

(a) VCP hereby grants to Xxxxxxxx (i) an irrevocable option for Xxxxxxxx or its Affiliate to buy from VCP shares corresponding to twenty percent (20%) of Newco’s capital held by VCP (the “1st Call Option”); and (ii) an irrevocable option for Xxxxxxxx or its Affiliate to buy from VCP all and not less than all the outstanding shares held by VCP in the Newco, whether or not the 1st Call Option or the 1st Put Option has been exercised (the “2nd Call Option”; the 1st Call Option and the 2nd Call Option jointly referred to as “Call Options). The 1st Call Option may be exercised by Xxxxxxxx or its Affiliate within the period from the first anniversary of the Closing Date, and ending on the second anniversary of the Closing Date; and the 2nd Call Option may be exercised by Xxxxxxxx or its Affiliate only once, within the period from the second anniversary of the Closing Date, and ending on the third anniversary of the Closing Date, except if another window date is agreed in writing by VCP and Xxxxxxxx.

 

12


 

(b) The Call Options shall be exercised by Xxxxxxxx by giving to the representatives of VCP designated in accordance with Section 11.4 below a notice in writing (the “Call Notice”) of its intent to exercise each relevant Call Option. Each Call Notice shall also set forth the price of the relevant Call Option. The purchase price of Newco’s shares under the 1st Call Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million U.S. Dollars) (the “1st Call Option Price”), and the purchase price of Newco’s shares under the 2nd Call Option shall be calculated in accordance with the principles set forth in Annex H.

 

(c) The completion of the purchase of shares pursuant to each Call Option shall take place at the head office of Newco before or on the date being 30 days after the date on which Xxxxxxxx has delivered the relevant Call Notice and, upon the completion of the transaction, the relevant Call Option Price shall be payable in full in cash or by certified check or bank draft and VCP shall transfer the shares subject to the relevant Call Option to Xxxxxxxx or its Affiliate for such purpose, free and clear of all Liens, with all rights inherent to them, including but not limited to, dividends, profits and subscription rights.

 

(d) Both Call Options shall constitute a binding obligation of VCP and its successors and assigns.

 

4.2                                 VCP Put Options.

 

(a) Xxxxxxxx hereby grants to VCP (i) an irrevocable option for VCP to sell to Xxxxxxxx shares corresponding to twenty percent (20%) of Newco’s capital held by VCP (the “1st Put Option”); and (ii) an irrevocable option for VCP to sell to Xxxxxxxx all and not less than the outstanding shares held by VCP in the Newco, whether or not the 1st Call Option or the 1st Put Option has been exercised (the “2nd Put Option”; the 1st Put Option and the 2nd Put Option jointly referred to as “Put Options). The 1st Put Option may be exercised by VCP within the period from the first anniversary of the Closing Date, and ending on the second anniversary of the Closing Date; and the 2nd Put Option may be exercised by VCP only once, at any time as of the second anniversary of the Closing Date, and ending on the third anniversary of the Closing Date.

 

(b) The Put Options shall be exercised by VCP by giving to the representatives of Xxxxxxxx designated in accordance with Section 11.4 below a notice in writing (the “Put Notice”) of its intent to exercise each relevant Put Option. Each Put Notice shall also set forth the price of the relevant Put Option. The sale price of Newco’s shares under the 1st Put Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million U.S. Dollars) (the “1st Put Option Price”), and the sale price of Newco’s shares under the 2nd Put Option shall be calculated in accordance with the principles set forth in Annex H.

 

(c) The completion of the purchase of shares pursuant to each Put Option shall take place at the head office of Newco before or on the date being 30 days after the date on which VCP has delivered the relevant Put Notice and, upon the completion of the transaction, the relevant Put Option Price shall be payable in full in cash or by certified check or bank draft and VCP shall transfer the shares subject to the relevant Put Option to Xxxxxxxx or its Affiliate for such purpose, free and clear of all Liens, with all rights inherent to them, including but not limited to, dividends, profits, subscription rights.

 

(d) Both Put Options shall constitute a binding obligation of Xxxxxxxx and its successors and assigns.

 

4.3                                 Transfer of Owned Real Estate. On or prior to the exercise of the 2nd Call Option and 2nd Put Option set forth under this Section 4, VCP shall take all the necessary measures, at its cost, to split and transfer to Newco the piece of land and premises described in Schedule 4.3, with a total area of approximately 34,500 square meters, and any other necessary area for providing access to public routes or complying with any other requirement of the relevant authorities in order to legally split the area, where VCP has carried on the Business and, as of the date of the Transfer of the Business, Newco will carry on the Business. The documents regarding the Transfer of the Business shall include the immediate transfer of all rights and possession of the Owned Real Estate to Newco, as well as appropriate covenants from VCP to carry out the split and transfer of the title of the Owned Real Estate to Newco, at its cost (including, but not limited to the cancellation of the Owned Real Estate registration with INCRA, if applicable, and the regularization of the Owned Real Estate registries before all the relevant authorities), as soon as possible.

 

13


 

4.4                                 Adoption of Business Plans. (i) VCP and Xxxxxxxx shall take all actions necessary to prepare promptly and submit to the Board of Directors of Newco an annual operating budget for the fiscal year 2007 and (ii) Xxxxxxxx shall prepare a Strategic Business Plan which is based upon the business plan attached hereto as Annex I. Until such time as such business plan is approved, Annex I shall serve as the Strategic Business Plan.

 

4.5                                 Further Assurances. Each party hereto agrees to execute such further documents or instruments and to take such other actions as may be necessary or desirable from time to time to effect the purposes of this Agreement and carry out its provisions.

 

SECTION 5.                            REPRESENTATIONS AND WARRANTIES OF VCP

 

Each of VCP and Newco represents and warrants to Xxxxxxxx on the date hereof and on the Closing Date, the following:

 

5.1.      Organization. Each of VCP and Newco is a legal entity duly organized and validly existing and in good standing under the laws of the Federative Republic of Brazil and has all corporate powers and authority required to own, lease and operate its properties and to carry on its Business as it is now being conducted. Xxxxxxxx has been provided with a true and correct copy of Newco’s articles of incorporation and bylaws as currently in effect.

 

5.2.      Authorization of Agreement. Each of VCP and Newco has the requisite power and authority to execute and deliver this Agreement and each of the Definitive Agreements to be executed by it in connection with the consummation of the transaction and to fully perform their obligations hereunder and thereunder. The execution, delivery and performance by each of VCP and Newco of this Agreement and each Definitive Agreement have been duly authorized by all necessary corporate actions. This Agreement has been, and each of the Definitive Agreements will be, on or prior to the Closing, duly executed and delivered by each of VCP and Newco, and (assuming the due authorization, execution and delivery by the other Parties hereto and thereto) this Agreement constitutes, and each of the Definitive Agreements when so executed and delivered will constitute, valid and binding obligations of VCP and Newco, enforceable against them in accordance with its terms, subject to Legal Requirements affecting creditors’ rights generally and to general principles of equity.

 

5.3.      Conflicts. (a) Neither the execution, delivery and performance by each of VCP and Newco of this Agreement and the Definitive Agreements, nor the implementation of the Transfer of the Business to Newco pursuant to Section 1 and/or the acquisition of the Xxxxxxxx Shares by Xxxxxxxx, and/or the consummation of the transaction will (i) conflict with or violate any provision of the bylaws of VCP and/or Newco; (ii) result in any violation of any law, order or judgment applicable to VCP and/or Newco or which may be applicable to VCP and/or Newco at Closing; (iii) conflict with, violate, result in the breach or termination of, or (after the giving of notice or the lapse of time or both) constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms under any contract to which VCP or Newco is a party or any Order to which VCP or Newco or any of its property or assets is subject; (iv) result in the creation of any Lien or encumbrance over the properties or assets of Newco, and (b) there are no, and as of the Closing there will be no, circumstances, facts or obligations related to each of VCP and Newco or to its business and activities, as a result of which, according to applicable law, any change in the ownership of the Business or shares of Newco’s capital will result in any alteration or modification of any nature of its powers, rights, privilege or authority related to the operation of the Business or the Business Assets.

 

5.4.      Consents and Approvals. No consent, approval, authorization, licenses, permits and other actions by, and filings with, any Governmental Authority or any third party will be required with respect to the actions of VCP and/or Newco in connection with the execution and delivery by VCP and/or Newco of this Agreement or in order for VCP and/or Newco to consummate the transactions contemplated hereby.

 

14


 

5.5.      Compliance with Licenses and Laws. Except as set forth in Schedule 5.5 and for permits, licenses, approvals and authorizations the lack of which would not cause material losses or risk of interruption or prevent Newco from operating the Business (as it is currently conducted by VCP), VCP holds, and Newco shall hold as of the Closing, all required permits, licenses, approvals and authorizations from all governmental or regulatory authorities which are necessary to conduct the Business (as it is currently conducted by VCP). As of the date hereof, all of such permits, licenses, approvals and authorizations are, and will be at Closing, in full force and effect. All of such permits, licenses, approvals and authorizations shall be assigned to or obtained by Newco prior to or at the Closing. Each of VCP and Newco has complied in full with such Permits and all Legal Requirements applicable to it, and each of VCP and Newco is operating and has at all times operated the Business in compliance with all applicable laws.

 

5.6.      Taxes. All tax returns of VCP, in connection with the Business, required to be filed prior to the Closing Date have been (or will be) filed by the Closing Date and were (or will be) true and correct in all material respects. All Taxes due and payable by VCP in connection with the Business, prior to the Closing Date have been or will be duly paid by VCP on or prior thereto. There is no action, audit, proceeding, or investigation for the assessment or collection of Taxes related directly or indirectly to the Business that is pending or threatened by any Governmental Authority against VCP or Newco. There are no Liens for Taxes that arose in connection with any failure (or alleged failure) to pay any tax related directly or indirectly to the Business.

 

5.7.      Properties Title: VCP has good and marketable legal title in and ownership of all of its Business Assets, without any limitation on transferability and free and clear of any burden or Lien, except for Permitted Liens.

 

5.8.      Real Property Title

 

(a)                                  VCP has good and marketable legal title in and ownership of and is in sole possession of the Owned Real Estate, without any limitation on transferability and free and clear of any burden, encumbrances, or liens, except for Permitted Liens listed in Schedule 5.8(a). VCP has complied with any and all obligations and liabilities related to the Owned Real Estate, in any case including, but not limited to the payment of any and all accrued or fixed, absolute or contingent, Taxes. Neither the Owned Real Estate, nor the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or any other applicable Law in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance).

 

(b)                                 No condemnation, dispute, or other proceeding is pending or is threatened, which would affect the use or the ownership of the Owned Real Estate.

 

(c)                                  At Closing, the Owned Real Estate will be clear of any burden, encumbrances, or lien and will be in good conditions of use, except for deterioration resulting from ordinary use not considered material in nature or cost.

 

(d)                                 VCP is not in default under and/or has not breached any of the terms of, any of the applicable Permitted Liens.

 

(e)                                  At Closing, the Owned Real Estate will not be subject to any rights of way, use restrictions or zoning ordinances that limit or interfere with the Xxxxxxxx’x use of such real property in the manner in which it has been used by VCP. The water, electric, gas, sewer utility services and all other public utilities currently available for the Owned Real Estate will be adequate for the present use of such property in the conduct of the VCP’s activities and the Business. VCP has not received any notice that any Governmental Authority having the power of expropriation, interdiction, or declaring as belonging to historical heritage or a similar power with respect to all or any part of the Owned Real Estate. No notice from any Governmental Authority has been received by VCP requiring or calling attention to the need of any work, repair, construction, alteration or installation on or in connection therewith which has not been complied with in full prior to the date of this agreement.

 

15


 

(f)                                    VCP has not received (i) any written notice from any Governmental Authority having jurisdiction over all or any portion of the Real Estate regarding any material adverse change in the specific application to such real property of any applicable Laws, which will, in the future, cause a change in the permitted use of all or any portion of such real property or the Business conducted thereon, or (ii) any written notice from adjacent landowners regarding unrecorded easements and/or agreements or encroachments in respect of all or any portion of such real property that would materially adversely affect the applicable Business Real Property and the use thereof by VCP or the Business conducted thereon.

 

(g)                                 There is no action, proceeding, or investigation for the assessment or collection of Taxes that is pending regarding to the Owned Real Estate, threatened by any Governmental Authority against VCP.

 

5.9.      Good Standing. As of the Closing, Newco:

 

(a)                                       shall have no liabilities of any nature whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, except for the Assumed Liabilities and other liabilities incurred by Newco from the date of the Transfer of the Business in the ordinary course of business;

 

(b)                                      own no assets other than the Business Assets and other assets acquired by Newco as from the date of the Transfer of the Business in the ordinary course of business, all of which shall be (i) free and clear of any liens (except for the Permitted Liens) or burdens, (ii) in good condition, fair wear and tear excepted, and have been regularly serviced and maintained (iii) in strict compliance any existing applicable zoning law, restrictive covenant or any provision of law, and (iv) sufficient for the conduct of the Business as it is being conducted by VCP;

 

(c)                                       shall have no employees except for the Business Employees;

 

(d)                                      will not be a party to any claim, action, suit, investigation or proceeding (and there is no basis therefor) before any court or arbitrator or any Governmental Authority;

 

(e)                                       shall not have equipment, machines, constructions, plants, facilities or buildings, or the operation or maintenance thereof, as now operated and maintained by VCP, violating any existing applicable zoning, environmental or health and safety law or regulation, restrictive covenant or any provision of any law. No notice from any Governmental Authority shall have been given to Newco and/or VCP claiming any violation of any such law, ordinance, code or regulation or requiring, or calling attention to the need for, any work, repairs, construction, or installation on or in connection with said properties which has not been complied with.

 

(f)                                         shall have carried out the Business in its usual and ordinary course.

 

5.10.     Ownership. As of the Closing, VCP shall be the lawful owner of the VCP Initial Shares, which shall represent all shares of the capital of Newco. As of the Closing, VCP shall have clear and unencumbered title thereto, free and clear of any Liens. There are and on the Closing Date there will be no existing options, warrants, calls, rights, commitments or other agreements of any character requiring, and there will be no securities of Newco outstanding, which upon conversion or exchange would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Newco or other securities convertible into, exchangeable for, or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of Newco other than to Purchaser other than contemplated by this Agreement. There is no, and on the Closing Date there will be no, voting trust or other voting agreement with respect to any of the VCP Initial Shares, no nominee agreement, and no other agreement relating to the ownership, issuance, sale, redemption, transfer or other disposition of the VCP Initial Shares.

 

16


 

5.11.     Business Employees. Schedule 1.5 sets forth a complete and accurate listing of all of the employees of VCP to be transferred to Newco, presently working for and necessary for continuing to operate the Business as a going concern.

 

5.12.     Benefit Plans. In relation to the Business Employees, VCP has paid and complied with and until the Closing Date, will pay and comply with, all the obligations with respect to the benefit plans granted to the Business Employees.

 

5.13.     Financial Statements. The Pro Forma Financial Statement of the Business for the year ended 2006, attached hereto as Schedule 5.13, was prepared taking into consideration the expenses to be incurred by Newco as a result of the agreements mentioned in Section 3.2 (d) and (g) to (l) hereof (the “Financial Statements”). Such Financial Statements (a) are and will be on the Closing Date complete and correct in all material respects, (b) are and will be on the Closing Date in accordance with the books and records of VCP in regards to the Business, (c) have been prepared in accordance with Brazilian GAAP consistently applied, (d) present truly and fairly the financial condition of the Business as of the date indicated therein, and correctly reflect the results of the Business for the period then ended, (e) have not substantially changed since their issuance by VCP and delivery to Xxxxxxxx, and (f) will not, by virtue of any act or omission by VCP, substantially change until Closing in a way that may cause any material adverse effect to Newco or to the Business.

 

5.14.     Insurance. Each of the insurance policies relating to the Business is currently in full force and will continue to be in force or renewed and VCP has not failed to give timely notice or present any material claim under any insurance policy.

 

5.15.     Contracts. Schedule 1.2(d) hereto contains a list of all Contracts that are necessary for the conduct of the Business by Newco as it is currently conducted by VCP. Each Contract was entered into in the ordinary course of the business, is in full force and effect, is valid and enforceable against the other party, constitutes a legal and binding obligation of the respective parties thereto, and is not subject to any notice of default, termination or partial termination. VCP has complied in all material respects with the provisions of each Contract. In addition, no material obligation of any party to any Contract has been defaulted by such party.

 

5.16. Intellectual Property. Except for those included in the Contracts, there are no intellectual property rights owned by or licensed to VCP that need to be transferred to Newco upon the Transfer of the Business that would be required to run the Business in the ordinary course of business as it was run until this date.

 

5.17.                        Environmental Matters.

 

(a)                                  The Business and operations of VCP are and have been in compliance with all Environmental Laws in effect as of the date hereof and will be maintained to the Closing Date, and no condition exists or event has occurred which, with or without notice or the passage of time or both, would constitute a violation of or give rise to any lien or encumbrance under any Environmental Law;

 

(b)                                 VCP is, and Newco on the Closing Date will be, in possession of all permits, licenses, approvals, consents or other authorizations required by or pursuant to any applicable Environmental Law (each, an “Environmental Permit”) required for the conduct or operation of the Business (or any part thereof), as it currently conducts, and is in full compliance with all of the requirements and limitations included in such Environmental Permits;

 

(c)                                  VCP has not used, released or stored and VCP and Newco will not use or store until the Closing Date, any substance or pollutant, contaminant, toxic or hazardous materials, whether material or energy, in the atmosphere, water or land, or in any other way in, on, or at any of the properties or facilities of VCP or Newco except in accordance with all applicable Environmental Laws and Environmental Permits;

 

17


 

(d)                                 The Owned Real Estate, including the buildings of the Business and the Business Assets do not contain any substance or pollutant, contaminant, toxic or hazardous materials or energy that would constitute a violation of or give rise to any lien or encumbrance or clean-up obligation under any Environmental Law;

 

(e)                                  VCP has not received any written notice from any Governmental Authority that any aspect of the Business is in violation of any Environmental Law or Environmental Permit, or that it is responsible (or potentially responsible) for the cleanup or remediation of any substance at any location;

 

(f)                                    VCP is not the subject of any litigation or proceedings in any forum, judicial or administrative, involving a demand for damages, injunctive relief, penalties, or other potential liability with respect to violations of any Environmental Law;

 

(g)                                 VCP has timely filed all reports and notifications required to be filed with respect to all of its properties and facilities and has generated and maintained all required records and data under all applicable Environmental Laws; and

 

(h)                                 no condition has existed or event has occurred with respect to any property that was at any time owned by VCP or any predecessor thereto, which property has been sold, transferred or disposed for which any lease has terminated, that could, with or without notice, passage of time or both, give rise to any present or future liability of VCP or Newco pursuant to any Environmental Law.

 

5.18.                        Conduct of Business. Since December 31, 2006, VCP has carried on the Business in its usual and ordinary course. Without limiting the generality of the foregoing, since December 31, 2006, VCP has not with respect to the Business: (a) suffered any substantial change in its financial, legal, economic and business condition; (b) undertaken or assumed any liability for any obligation (contingent or of any other kind), except for those incurred in the ordinary course of the business; (c) sold, transferred or agreed to sell or transfer any of its Business Assets or properties, except for those in the ordinary course of its Business; (d) had any of its Business Assets used in its activities destroyed or substantially damaged; (e) increased or agreed to increase the level of compensation or benefits, related to salary or not, assigned to any member of the Board of Executive Officers, manager or employee over those in effect on December 31, 2006, unless resulting from salary agreements with the employees’ union or the general salary policy of VCP; or (f) made any payment of dividend, profits, bonus, whether in cash or assets, or made any other distribution to any of its shareholders.

 

5.19.                        Accounts Receivable. The accounts receivable of the Business reflected on the combined statement of assets and liabilities included in the Pro Forma Financial Statement and all account receivables arising subsequent to the Pro Forma Financial Statement date, (i) arose from bona fide sales transactions in the ordinary course of business, and (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms; (iii) are not the subject of any actions or proceedings (iv) are fully collectable within 180 days from their respective due dates.

 

5.20.                        Inventory. All inventory of the Business (including raw materials, work-in-process, finished goods, supplies and spare parts) is of a quality, quantity and condition useable or saleable in the Ordinary Course. None of such inventory is obsolete in amounts in excess of reserves and no write-down of such inventory has been made or should have been made in accordance with Brazilian GAAP in the period since the Financial Statement date. All of such inventory is located at the facilities of the Business or in the warehouses of Armazéns Gerais Trianon Ltda. and Universal Distribuições e Transporte Ltda. and no inventory is held on a consignment basis.

 

5.21.                        Schedules. All Schedules attached hereto, in addition to other items mentioned in this Agreement, are true, correct, and complete and contain a description of all that is required for the operation of the Business by Newco as it is currently being conducted by VCP, including but not limited to Business Assets, Permits, Licenses, Authorizations, Consents, Approvals, Contracts, Business Employees, Inventories, unless otherwise established in this Agreement.

 

18


 

SECTION 6.                            REPRESENTATIONS AND WARRANTIES OF PURCHASER

 

Xxxxxxxx, on behalf of itself and its Affiliate, represents and warrants to VCP as follows:

 

6.1. Organization. Xxxxxxxx is a legal entity duly organized and validly existing and in good standing under the laws of the Federative Republic of Brazil.

 

6.2.                              Authorization of Agreement. Xxxxxxxx has the requisite power and authority to execute and deliver this Agreement and each of the Definitive Agreements to be executed by it in connection with the consummation of the transaction and to fully perform its obligations hereunder and thereunder. The execution, delivery and performance by Xxxxxxxx of this Agreement and each Definitive Agreement have been duly authorized by all necessary corporate actions.

 

6.3.                              Conflicts. The execution, delivery and performance by Xxxxxxxx of this Agreement and the Definitive Agreements and the consummation of the transaction will not (a) conflict with or violate any provision of the bylaws of Xxxxxxxx; (b) conflict with, violate, result in the breach or termination of, or (after the giving of notice or the lapse of time or both) constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms under any contract to which Xxxxxxxx is a party or any Order to which Xxxxxxxx or any of its property or assets is subject; (c) violate any judicial order against, or binding upon, Xxxxxxxx or any of its properties or assets; (d) constitute a violation of any Legal Requirement.

 

6.4.                              Consents and Approvals. No consent, approval, authorization, licenses, permits and other actions by, and filings with, any Governmental Authority or any third party will be required with respect to the actions of Xxxxxxxx in connection with the execution and delivery by Xxxxxxxx of this Agreement or in order for Xxxxxxxx to consummate the transactions contemplated hereby.

 

6.5.                              Brokerage. No broker, finder or similar agent has been employed by or on behalf of Xxxxxxxx in connection with this Agreement or the transactions contemplated hereby.

 

SECTION 7.                            COVENANTS OF THE PARTIES PRIOR TO CLOSING

 

7.1                                 Legal, Environmental and Accounting Diligence. Until the Closing Date, VCP agrees and shall give reasonable access for Xxxxxxxx and its representatives to continue its due diligence audit of the Business, which shall be limited to (i) the Business Employees, (ii) the accounting books and records relating to the Business as well as corporate documents of Newco and the Contracts, (iii) the Owned Real Estate to be transferred to Newco, and (iv) a technical environmental due diligence of the Business premises including, but not limited to, the existence of any soil or water contamination.

 

7.2                                 Conduct of Business. As from the date of signature of this Agreement until the Closing Date, the Business shall be conducted in the ordinary course and in accordance with accepted and reasonable business practices. VCP shall allow representatives of Xxxxxxxx to reasonably follow up the development and management of the Business. As from the date hereof until the Closing Date, VCP and Newco shall not do any of the following in regards to the Business except in connection with the Definitive Agreements:

 

(a)                                  charge or grant security interest in any of the Business Assets except in the ordinary course of business;

 

(b)                                 amend or change contracts of employment with Business Employees or create new pension obligations of Newco or any other new obligations under such contracts except in the ordinary course of business;

 

(c) assume liabilities whose payment terms would exceed six months or create liabilities outside the ordinary course of business nor renew, extend or change existing liabilities unless within the scope of the ordinary course of the business, except for contracts that have to be executed by Newco with third parties for conduct of the business in its ordinary course in substitution for agreements previously in the name of VCP;

 

19


 

(d)                                 make extraordinary expenditures for fixed assets or create liabilities in this regard;

 

(e)                                  enter into any new line of business; waive any right under or cancel any contract, debt or claim which waiver or cancellation would have a material adverse effect on the Business, properties or financial condition of Newco;

 

(f)                                    delay the payment of material liabilities of any kind;

 

(g)                                 sell, lease or otherwise dispose of any fixed assets that would materially affect the business, properties or financial condition of Newco;

 

(h)                                 organize, invest in or acquire an entity or interest in any corporation, partnership, joint venture, association or other entity or organization; and

 

(i)                                     maintain its books of account other than as in the usual, regular and orderly manner in accordance with good accounting practices or make any change in any of its accounting methods or practices.

 

7.3                                 Inter-Company Relationships. As of the date of the Transfer of the Business, VCP will only enter into and carry out transactions and contracts with Newco which do not violate the provisions of Section 7.2 above and are on an arms-length basis, including, without limitation, the applicable Definitive Agreements.

 

7.4                                 Notification. Until the Closing Date, each party shall promptly notify the other party of any actions or claims that are commenced, made or, to the knowledge of the notifying party, threatened against any party or Newco, which relate to, or affect, in any material respect, VCP, Newco, this Agreement or the transactions contemplated hereby. Each party will endeavor to notify the other promptly after becoming aware of any breach of representation or failure to perform any agreement hereunder on the part of either party, as well as any prospective failure to satisfy a condition to such other party’s obligations to close. However, the failure of a non-defaulting party to give such notice will not in any way affect its or his right under this Agreement.

 

7.5                                 Publicity. No publicity release or announcement concerning the transactions contemplated hereby shall be issued by either party without the prior consent of the other, except as such release or announcement may be required by applicable law, in which case the party making the release or announcement shall, before such release or announcement, provide a copy of such release or announcement to the other party. The parties will cooperate with each other in coordinating their public relations programs concerning the transactions contemplated hereby.

 

7.6                                 Consents. VCP shall have obtained in form reasonably satisfactory to Xxxxxxxx, all consents required for the Transfer of the Business prior to Closing.

 

7.7                                 Non-solicitation.

 

(a)                                  Either Party shall, for a period of three (3) years from the Closing Date, refrain from, either alone or together with any other Person, or directly or indirectly through its Affiliates, causing, soliciting, inducing or encouraging any employees who are or become employees of the other Party and/or Newco with respect to the Business to leave such employment; provided, however, that the foregoing shall not prohibit general solicitations of employment not specifically directed toward employees of the other Party or its Affiliates or the hiring of such employees in response thereto, nor the hiring, employment or engagement of any employee of the other Party or its Affiliates who presents himself for employment without direct or indirect solicitation by the hiring party or any of its Affiliate.

 

20


 

(b)                                 VCP shall, for a period of three (3) years from the Closing Date, refrain from, either alone or together with any other Person, or directly or indirectly through its Affiliates willfully causing or attempting to cause any material customer or supplier of the Business to terminate or materially reduce its business with the Newco.

 

7.8.                              Both parties agree to use their best efforts to reduce costs of Newco by, for instance, reducing the number of the Business Employees, sales commissions, and other payments to Newco’s services providers, etc. The target for the above-mentioned costs reduction would be in the range of U.S.$ 1,000,000.00 (one million United States Dollars).

 

7.9.                              Xxxxxxxx shall inform VCP whether it wishes to have VCP maintain in place its current insurance policy until December 31, 2007, which policy covers the Business Assets. Should Xxxxxxxx wish to have VCP do so, then Newco shall reimburse VCP for such insurance coverage, from the Closing until December 31, 2007, on a pro-rata basis considering the percentage of the amount of the policy allocated to the Business Assets vis-à-vis the total amount of the policy.

 

SECTION 8. CONDITIONS PRECEDENT

 

8.1                                 Conditions to the Obligations of VCP. The obligations of VCP to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Closing Date, of the following conditions (subject to the right of VCP to waive any such condition):

 

(a)                                  Representations and Warranties True and Correct. All of the representations and warranties of Xxxxxxxx contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date;

 

(b)                                 Covenants and Agreements Performed. Xxxxxxxx shall have performed or complied with, in all respects, and delivered, all covenants, agreements, conditions or documents which performance, compliance with or delivery by Xxxxxxxx prior to or at the Closing are expressly required by this Agreement;

 

(c)                                  Definitive Agreements. On the Closing Date, VCP, Xxxxxxxx and Newco, as applicable, shall have entered into and executed all the Definitive Agreements; and

 

(d)                                 No Injunctions. No preliminary or permanent injunction issued by any Brazilian or other court of competent jurisdiction preventing the consummation of the transaction contemplated hereby shall be in effect.

 

8.2                                 Conditions to the Obligations of Xxxxxxxx. The obligations of Xxxxxxxx to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Closing Date, of the following conditions (subject to the right of Xxxxxxxx to waive any such condition):

 

(a)                                  Representations and Warranties True and Correct. All of the representations and warranties of VCP contained in this Agreement or in any written certificate delivered pursuant to this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date;

 

(b)                                 Finalization of Due Diligence. The Xxxxxxxx shall have had the opportunity to finalize its due diligence pursuant to Section 7.1 to its full satisfaction;

 

(c)                                  Covenants and Agreements Performed. VCP and Newco shall have performed or complied with, in all respects, and delivered, all covenants, agreements, conditions or documents which performance, compliance with or delivery by VCP or Newco prior to or at the Closing are expressly required by this Agreement;

 

(d) No Injunctions. No preliminary or permanent injunction issued by any Brazilian or other court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect;

 

21


 

(e)                                  Material Adverse Change. There shall have occurred no Material Adverse Change in the Business, since December 31, 2006;

 

(f)                                    Implementation of the Transfer of the Business, Transfer of the Business Employees and Approvals. Except for the required Owned Real Estate segregation and transfer of title to Newco, the Transfer of the Business shall have been implemented and completed as described in Section 1. All Business Employees listed in Schedule 1.5 shall have been transferred to Newco, in compliance with all applicable laws and regulations and without any liabilities to Newco other than the Assumed Liabilities. Newco shall have obtained all required permits, licenses, approvals, authorizations from and registrations with all governmental or regulatory authorities which are necessary to conduct the Business as it used to be conducted by VCP, except for the approval described in Section 11.1 (XXXX);

 

(g)                                 Transfer of Contracts and Consents of Third Parties. VCP shall have (i) had all the Contracts transferred to Newco, or (ii) if such transfer is not possible (because the contract covers other VCP areas or because the counterpart does not permit the transfer), caused Newco to enter into new agreements under similar conditions, to the extent possible;

 

(h)                                 Transactions with VCP or Affiliates of VCP. No transaction of any nature between Newco and VCP and/or Affiliates of VCP shall be in effect, except for (i) the Contracts (or new agreements executed by Newco in replacement thereof), (ii) the Definitive Agreements, and (iii) any other transactions previously approved in writing by Xxxxxxxx; and

 

(i)                                     Definitive Agreements. On the Closing Date, VCP, Xxxxxxxx and Newco, as applicable, shall have entered into and executed all the Definitive Agreements.

 

SECTION 9. INDEMNIFICATION

 

9.1 Obligation of VCP to Indemnify. VCP shall defend, indemnify and hold Xxxxxxxx and Newco harmless from and against and in respect of any and all Losses directly or indirectly suffered, incurred or paid by Xxxxxxxx or Newco, as applicable as a result of:

 

(a)                                  the breach of any representation or warranty on the part of VCP under this Agreement or the fact that any representation or warranty is not true and correct on the Closing Date;

 

(b)                                 acts, activities, omissions, facts, business, circumstances, or contingencies occurred, contracted or performed related to the Business and/or to the Business Employees until and including the Closing Date except for the Assumed Liabilities, even if their consequences come to be known only after the Closing Date;

 

(c)                                  the non-performance, partial or total, of any covenant or agreement of VCP contained in this Agreement, in the Definitive Agreements or in any document or instrument relating to this Agreement;

 

(d)                                 without limiting the generality of the foregoing, any liability other than the Assumed Liabilities, contingent or not, of civil, commercial, labor, social, environmental, Tax, fiscal or other nature as a result of Newco being deemed a successor of VCP or by virtue of the transactions contemplated pursuant to this Agreement; or

 

(e)                                  the Excluded Liabilities, including any liability related to any Excluded Asset.

 

9.2                                 Obligation of Xxxxxxxx to Indemnify. Xxxxxxxx shall defend, indemnify and hold VCP harmless from and against and in respect of any and all Losses directly or indirectly suffered, incurred or paid by VCP, as a result of:

 

(a) the breach of any representation or warranty on the part of Xxxxxxxx under this Agreement or the fact that any representation or warranty is not true and correct on the Closing Date;

 

22


 

(b)                                 the non-performance, partial or total, of any covenant or agreement of Xxxxxxxx contained in this Agreement, in the Definitive Agreements or in any document or instrument relating to this Agreement; or

 

(c)any Assumed Liabilities.

 

9.3                                 Survival of Obligations. The obligations of VCP and of Xxxxxxxx to indemnify each other or Newco for any Loss pursuant to this Section 9 shall continue to be valid until the expiration of all relevant statutes of limitations.

 

9.4                                 Indemnification Procedures.

 

9.4.1.                     Direct Claim Indemnification. Each of VCP and Xxxxxxxx (“Indemnifying Party”) agrees to reimburse and/or to pay the other or to Newco (as the case may be) (each an “Indemnified Party”), the full amount of any Loss incurred by the Indemnified Party that does not result from a third party claim (“Direct Claim”) pursuant to Sections 9.1, 9.2, and 9.3 within five (5) Business Days from receipt of the request from the Indemnified Party for such purpose substantiated with appropriate evidence of such Loss.

 

9.4.2.                     Third Party Claim-based Indemnification.

 

(a)                                  When any indemnification right of either party for a Loss pursuant to this Agreement is based on a Claim against Newco and/or Xxxxxxxx, or VCP (as the case may be), the Indemnified Party shall give notice to the Indemnifying Party, within the lesser of five (5) days or one-third of the period of time in which the Indemnified Party is required to file such answer or other responsive pleading or motion to allow the Indemnifying Party to prepare a defense and file an answer, and at its sole discretion the Indemnifying Party may assume the defense of any such Claim through counsel of its own choice, provided, however, that (i) such counsel shall be reasonably satisfactory to the Indemnified Party (ii) the Indemnified Party will be entitled to follow up such defense until the final and non-appealable judgment, and (iii) the defense of such claim by the Indemnifying Party prevents the Indemnified Party from obtaining clearance certificates issued by INSS - Instituto Nacional de Seguridade Social and/or FGTS - Fundo de Garantia por Tempo de Serviço. Within the lesser of five (5) days from the receipt by the Indemnifying Party of the notice regarding the existence of a claim or one half of the period of time in which a party is required to file such answer or other responsive pleading or motion, the Indemnifying Party shall notify the Indemnified Party as to whether the Indemnifying Party will assume or decline to assume any such defense. If the Indemnifying Party assumes such defense, such decision shall be final and any direct or indirect damage deriving from the failure to assume such defense shall be borne by the Indemnifying Party. If the Indemnifying Party declines to assume any such defense, then (A) the Indemnified Party shall proceed to assume the defense, using counsel that is acceptable to the Indemnifying Party, and (B) the Indemnified Party shall have the obligation to keep the Indemnifying Party informed about the status of the Claim and consult with the Indemnifying Party before taking any decisions regarding relevant procedural strategies in the Claim, (C) in addition to indemnifying the Indemnified Party against any final and non-appealable judgment or settlement arising from such claim, the Indemnifying Party shall be liable, up to the percentage of the Indemnifying Party’s share of responsibility under such Claim (based on the allocation of the Losses to each of the Indemnifying Party and Indemnified Party according to the pertinent period during which each party was responsible for the specific liability), for all costs and expenses of defending such Claim, granting of any guarantee in cash or in assets, or for the making of any deposits, and/or for any payment made, including fees and disbursements of counsel. If the Indemnified Party assumes the defense, it may only settle a dispute with the prior written consent of the Indemnifying Party. The failure to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure.

 

(b) In any event, the Indemnifying Party shall reimburse the Indemnified Party, as the case may be, for all expenses of defending such Claim (including, but not limited to official costs and reasonable attorneys’ fees) upon submission of periodic bills and shall make available to the Indemnified Party, as the case may be, funds or assets necessary to make any compulsory judicial or administrative deposit or pledge.

 

23


 

(c)                                  After a final non-appealable decision is passed on the Claim, both the Indemnified Party and the Indemnifying Parties shall review the Claim and the final decision passed, to verify the percentage of Losses attributable to each of them. Based on that percentage, and on the amounts disbursed by each of them in regard to the Claim until then, the parties shall make any compensation adjustments necessary.

 

9.4.3.                     If no payment is made by the Indemnifying Party on time, the amount due and unpaid shall be increased by a penalty equal to 10% (ten per cent) and shall (i) accrue interest at the rate of 12% (twelve per cent) per annum and (ii) be updated by the variation of the IGP-M index from the due date until the date it is paid in full. For the avoidance of doubt, the Indemnifying Party shall “gross-up” any indemnity payment so that after any taxes imposed on or arising from such indemnity payment, the Indemnified Party retains an amount equal to the total amount of such Loss.

 

9.5.                              Limitations to Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement or in any of the Definitive Agreements, the Indemnifying Party shall have no liability to the Indemnified Parties in respect of indemnification claims based on breach of the representations and warranties of this Agreement pursuant to Section 9 hereunder, unless and until the aggregate amount of all claims involved in such Losses exceeds U.S.$. 500,000.00 (five hundred thousand United States Dollars), when the Indemnifying Party shall have to pay to the Indemnified Party the full amount of the Losses, and not only the excess.

 

SECTION 10. PROVISIONS APPLICABLE TO XXXXXXXX’X DISPOSAL OF ITS INVESTMENT IN NEWCO

 

10.1.                        If and after VCP disposes of all of its shares in Newco, and Xxxxxxxx wishes to dispose all or part of its shares in Newco to a potential buyer that is not an affiliate of Xxxxxxxx, then Xxxxxxxx shall notify VCP in writing of such intention to sell its shares in Newco, with at least 90 days prior notice prior to the conclusion of the sale, and VCP shall treat such information confidentially.

 

SECTION 11. MISCELLANEOUS

 

11.1                           XXXX. The parties shall jointly submit the transaction contemplated herein to the approval of the XXXX as required by law. Each party shall be liable to the other for all costs, fines, penalties, liabilities and expenses arising from the breach of this provision, to the extent that such breach is caused by action or omission of such party. The parties agree to cooperate and provide in reasonable time all information that may be required in order to obtain such approval. In case such approval is not obtained, to the extent that such approval is not denied by virtue of any party’s action or omission, each party shall be liable for their own losses. All legal and filing costs related to the XXXX filing shall be borne by Xxxxxxxx.

 

11.2                           Assignment. Except for transfers to Affiliates, which shall be permitted, no party to this Agreement shall assign or otherwise transfer any of its rights or obligations under this Agreement without the express written consent of each other party to this Agreement.

 

11.3                           Irrevocability. Except as provided for in Section 3, this Agreement is irrevocable.

 

11.4                           Notices. All notices or other communications provided for hereunder required or permitted to be given shall be in writing and shall be deemed to be given (i) when delivered in person or by private courier with receipt, (ii) when telefaxed with confirmation of transmission, or (iii) five (5) days after being deposited in the mail, registered or certified, return receipt requested, as follows:

 

24


 

(a)

If to VCP:

 

 

 

Alameda Santos, 1357, 6º andar

 

 

00000-000 Xxx Xxxxx-XX

 

 

Xxxxxx

 

Attention:

Xx. Xxxxxx Xxxxx

 

Fax #:

00 0000-0000

 

 

 

(b)

If to Xxxxxxxx:

 

 

 

Rua Xxxxxxx Xxxxx, 770 — Capivari

 

 

CEP 13.290-000, Louveira-SP

 

 

Brazil

 

Attention:

Xx. Xxxxxx Xxxxx

 

Fax #:

00 0000-0000

 

or in any case to such other addresses hereinafter shall be furnished as provided in this Section by any of the parties to this Agreement to VCP, Newco, and Xxxxxxxx.

 

11.5                           Succession. This Agreement shall bind and shall inure to the benefit of the parties and their respective successors and permitted assigns.

 

11.6                           Expenses. Unless if otherwise expressly provided for hereunder, VCP and Xxxxxxxx shall pay their own expenses in connection with this Agreement and the transactions contemplated hereby, whether or not the same are consummated.

 

11.7                           Waiver. No delay on the part of VCP or Xxxxxxxx in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of VCP or Xxxxxxxx of any right hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any partial exercise of any right, power or privilege hereunder preclude any other further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

11.8                           Entire Agreement. This Agreement and the Definitive Agreements constitute the entire agreement between the Parties with respect to the subject matter hereof. The schedules attached to this Agreement are an integral part hereof as if they were transcribed in the body of this Agreement.

 

11.9                           Severability. If any provision of this Agreement or any other agreement, document or writing made pursuant to the terms of this Agreement shall be deemed invalid or unenforceable under applicable law, it shall be ineffective to the extent of its invalidity only, without affecting the remaining provisions, which, except if such provision materially and adversely affects the interests of any party, shall remain in full force and effect.

 

11.10                     Amendment. This Agreement may be modified or amended only by written agreement of the parties.

 

11.11 Language. This Agreement is executed in English.

 

11.12                     Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Federative Republic of Brazil.

 

11.13                     Dispute Resolution.

 

(a)                                  The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If, within 30 (thirty) days of the receipt by VCP or Xxxxxxxx of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

(b)                                 The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be in the City of São Paulo, Brazil, and it shall be conducted in the English language, provided that either VCP or Xxxxxxxx, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

25


 

(c)                                  The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall be appointed by the ICC. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint an arbitrator, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fail to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

(d)                                 The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of São Paulo, State of São Paulo, excluding any other, however privileged it may be. In addition to the authority conferred in the arbitration tribunal by the ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

(e)                                  The arbitral award shall be in writing, state the reasons for the award, be final and binding on the parties, and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the true expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

 

11.4.                        Initials. VCP and Xxxxxxxx hereby indicate and authorize the following persons to initial the Annexes and Schedules of this Agreement on their behalf:

 

Authorized Person (on behalf of VCP):

 

Sample Initials

 

 

 

Xxxxxx Xxxx Yoshiyasu

 

 

(RG No. 23.174.035-9)

 

 

 

 

 

Authorized Persons (on behalf of Xxxxxxxx):

 

Sample Initials

 

 

 

Xxxxxxx Xxxxx Levasier Xxxxxx

 

 

(RG No. 20.317.317-X)

 

 

 

 

 

Elysangela xx Xxxxxxxx Xxxxxx Xxxxx

 

 

(RG No. 24.718.221-7)

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in São Paulo in two copies of identical content in the presence of the two undersigned witnesses.

 

26


 

 

VOTORANTIM CELULOSE E PAPEL S.A.

 

 

 

 

By:

/s/ Francisco X.X. Xxxxxxx

 

Name: Francisco X.X. Xxxxxxx

 

Title: Officer

 

 

 

 

By:

/s/ Xxxx Xxxxx A. M. Filho

 

Name: Xxxx Xxxxx A. M. Filho

 

Title: Officer

 

 

 

XXXXXXXX LOUVEIRA LTDA.

 

 

 

 

By:

/s/: Xxxxxx Xxxxx

 

Name: Xxxxxx Xxxxx

 

Title: General Manager

 

Witnesses:

 

1.

/s/ Xxxxx Xxx

 

2.

/s/ Gisele Xxxxxxxxx Xxxxx Rossi

 

Name: Xxxxx Xxx

 

Name: Gisele Xxxxxxxxx Xxxxx Xxxxx

 

XX No.: 11.561.944

 

RG No. 29.883.446-7

 

27


Annexes to Exhibit 4.3

 

Annex A
Newco’s Amended and Restated Bylaws

 

35


 

April 27, 2007

 

Annex A

 

“BY-LAWS OF
XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A.

 

CHAPTER I
Name, Head Office, Purposes and Duration

 

ARTICLE 1           The corporation (sociedade por açóes) operates under the name XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A. and is governed by the present By-laws and by the applicable legal provisions.

 

ARTICLE 2           The Company’s head office is located in Jacarei, State of São Paulo, at Rodovia General Euryale de Xxxxx Zerbine, SP 66, XX 00, Xxxx X, Xxxx Xxxxx, Xxx Xxxx 00000-000, and shall open, transfer and/or close down branches in Brazil or abroad.

 

ARTICLE 3           The Company will have an indeterminate term of duration.

 

CHAPTER II
Corporate Purposes

 

ARTICLE 4           The corporate purposes of the Company are:

 

(a)           the manufacturing and commerce, in the wholesale and retail market, of paper, paperboard and any other products which derive from such material, owned by the company or from third parties;

 

(b)           the commerce, in the wholesale and retail market, of products for

 


 

graphic use in general;

 

(c)           the exploration of all industrial and commercial activities which are directly or indirectly related to its corporate purposes;

 

(d)           the import of assets and goods related to its corporate purposes;

 

(e)           the export of products manufactured by it or by third parties;

 

(f)            the representation on its own account or third parties’;

 

(g)           the investment in other companies, in Brazil or abroad, regardless of the form and corporate purpose, in its capacity of partner or shareholders;

 

(h)           the rendering of administrative, organizational and financial control services to related companies or to third parties;

 

(i)            the management and implementation of forestation and reforestation projects, on its own account or third parties’, including the management of all the agricultural activities which makes possible the production and supply of raw material for the manufacturing of paper, paperboard and any other products which derives from such materials; and

 

(j)            the rendering of technical services though consulting and support to

 

2


 

its controlled companies or to third parties.

 

CHAPTER III
Capital Stock

 

ARTICLE 5           The subscribed and paid-up capital stock of the Company is [·] Reals (R$ [·]), divided into [·] ([·]) common registered shares of stock, with no-par value.

 

SOLE PARAGRAPH — Each common share entitles the holder thereof to one vote in the resolutions of the Shareholders’ Meeting.

 

CHAPTER IV
General Shareholders’ Meeting

 

ARTICLE 6           The General Shareholders’ Meeting shall ordinarily meet in the four months following the end of the fiscal year and, extraordinarily, whenever the interest of the Company so requires.

 

ARTICLE 7           The Shareholders’ Meetings shall be called by the Chairman of the Board of Directors upon written notice given to the shareholders no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirement contained in this item can be waived upon the unanimous written consent of the shareholders Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid unless upon unanimous written consent of the shareholders.

 

3


 

PARAGRAPH 1 — A Shareholders’ Meeting which shall deliberate upon the matters required by Law 6404/76 (Brazilian Corporations Law) or those listed in Article 8 will be allowed to take deliberations only if shareholders holding the number of shares required to approve such matters are present at such meeting. The Shareholders’ Meetings resolutions shall be adopted upon the affirmative vote of shareholders representing the majority of the voting capital, except for the approval of the matters listed in Article 8.

 

PARAGRAPH 2 — The meeting shall be carried on by the Chairman of the Board of the Directors and by a Secretary appointed by the shareholders in attendance to the meeting.

 

ARTICLE 8           The decisions of the Shareholders’ Meetings related to the matters listed below shall be adopted upon the affirmative vote of shareholders representing, at least, eighty-one percent (81%) of the voting capital stock:

 

(i)            any amendment to the By-laws;

 

(ii)           any capital increase (except if authorized in the Company’s Annual Operating Budget), issue price and conditions for the payment of new shares, Issuance by the Company of any securities of the Company, whether or not exchangeable or convertible into shares, including, without limitation, debentures, subscription bonds and founders shares;

 

4


 

(iii)         split or reverse split of shares; capital reduction; redemption of equity for cancellation or keeping at treasury;

 

(iv)          any corporate conversion, merger, consolidation, split, dissolution, or other corporate reorganization, including share swaps, as provided for in Article 252 of Law No. 6404/76 (Brazilian Corporations Law);

 

(v)            the giving of authorization to managers to admit bankruptcy or to enter into legal reorganization with creditors;

 

(vi)          the declaration, payment or setting aside for payment of any dividend or interest on capital, as well as the destination of annual results; and/or any change in the approved dividend policy;

 

(vii)         the issuance or allotment of shares or the granting of any right, option or privilege to acquire any shares, other than contemplated by the shareholders in a shareholders’ agreement;

 

(viii)        entering into or amending any material agreement or arrangement not provided herein or in a separate agreement with a shareholder or its affiliate or Director or Officer of the Company, or amending any agreement or arrangement with a shareholder or its affiliate or officer of the Company;

 

5


 

(ix)          performance by the Company of any act which in any way affects the limited liability of any shareholder in its capacity as shareholder;

 

(x)           entering into an agreement regarding the acquisition of the capital stock or substantially all of the assets of a third party;

 

(xi)          election to distribute profits in the form of interest on capital; and

 

(xii)         compensation of members of the Board of Directors.

 

CHAPTER V
Management

 

ARTICLE 9           The Company shall be managed by a Board of Directors and by at least 2 (two) and not more than 5 (five) Executive Officers.

 

ARTICLE 10        The Shareholders’ Meeting shall determine the remuneration of the members of the Board of Directors and of the Executive Officers, in an annual global amount, and the Board of Directors shall apportion the amount among its own members and between the Executive Officers.

 

6


 

Section I
Board of Directors

 

ARTICLE 11        The Board of Directors shall have the authority to supervise the activities of the Executive Officers and the business of the Company.

 

ARTICLE 12        The Board of Directors shall be composed of five (5) members, and respective alternates, all shareholders, elected and removed by the Shareholders’ Meeting, to hold office for one (1) year, reelection being permitted. The Shareholders’ Meeting shall designate one of the members of the Board of Directors as Chairman of the Board.

 

SOLE PARAGRAPH — In case of vacancy of any position of member of the Board of Directors, the Shareholders’ Meeting shall be held within the following 30 (thirty) days, to elect the substitute Director, who shall occupy the vacant position and complete the substituted Director’s term of office.

 

ARTICLE 13        The Board of Directors shall hold meetings, on a regular basis, once every semester and, on an extraordinary basis, whenever called by the Chairman by his own initiative, or upon written request of any other Director upon written notice given to all Directors no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirements contained in this item can be waived upon the unanimous written consent of the Directors. Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid, unless upon the unanimous written consent of all Directors.

 

PARAGRAPH 1 — A Meeting of the Board of Directors which shall deliberate upon the matters under its responsibility and those listed in Article 14 will be allowed to take deliberations only if the number of Directors required to approve such matters is present at such Meeting.

 

7


 

PARAGRAPH 2 — The Board of Directors’ meetings shall be validly installed with the presence of at least three (3) members.

 

PARAGRAPH 3 — In the event of impediment or temporary absence of any Director, such Director is entitled to, by means of a written notice delivered to the Chairman, appoint another Director attending the meeting as a substitute, to attend and vote at such meeting on behalf of the substituted member, provided that any such appointment shall be duly recorded in the minutes of the meeting.

 

ARTICLE 14        The decisions of the Board of Directors’ Meetings related to the matters listed below shall be adopted upon the affirmative vote of at least four Directors:

 

(i)            any material change in the Company’s business that would affect the Company’s annualized EBITDA by 5% (up or down) as compared to the previous year EBITDA, or the taking of any action which may lead to or result in such material change;

 

(ii)           selection and appointment or replacement of the Company’s independent accounting and auditing firm;

 

(iii)         approval and amendments of the Company’s strategic plans, multiyear business and material policies, which comprises the general guidance of the Company’s business and its subsidiaries, including its industrial, commercial, financial-administrative, logistics,

 

8


 

procurement, IT, and human resources policies, which approval shall not be unreasonably withheld;

 

(iv)          approval of the annual accounts and financial statements of the Company, including any rectification thereof;

 

(v)            approval of the Strategic Business Plan and/or Annual Operating Budget of the Company and capital contribution schedules;

 

(vi)          investment and capital expenditures related to sustaining and/or ongoing purposes in an unitary amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operating Budget;

 

(vii)         acquisition of equity interest, as well as participation in other companies;

 

(viii)        acquisition and disposal of the Company’s asset items which are substantially important for the Company (i.e. the acquisition or disposals involving unitary amounts exceeding 1% (one per cent) of the Company’s consolidated sales), unless if approved in the Annual Operating Budget;

 

(ix)          material reorganizations of the Company’s activities or of its subsidiaries (whether they are comprised or not in the core of the Company, as it is defined), including merger or spin-off projects,

 

9


 

winding up or partial or total termination of business areas, or share swaps, as provided for in article 152 of Law No. 6404/76 (Brazilian Corporations Law);

 

(x)           issuance of obligations, debts titles, creation of guarantees, bills, commercial papers or any other debt instruments, in any case, involving and individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in Annual Operating Budget;

 

(xi)          adoption of any kind of credit facilities and/or guarantee extension in individually considered amounts exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operating Budget;

 

(xii)         any public or private offer of equity interests;

 

(xiii)       issuance in primary market or placing in secondary market of any hybrid financial instruments (convertible or redeemable securities), as well as transactions with derivatives or hedging instruments;

 

(xiv)        concession of plans of management incentive, as well as any amendment to the existing pension plans and incentives, which approval shall not be unreasonably withheld;

 

10


 

(xv)          approval of any benefit plans to employees and of collective bargaining agreements, which approval shall not be unreasonably withheld;

 

(xvi)        transactions carried out on a non arms-length basis, including the payment of any fees, commissions, royalties or other payments of similar nature to any of the shareholders or any affiliate of any shareholders;

 

(xvii)       granting of loans or line of credit to other companies in an individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, not anticipated in the approved Annual Operating Budget;

 

(xviii)      granting of powers of attorney and issuance of votes instructions to representatives of the Company to represent it in Shareholders’ Meetings of companies in which the Company holds equity interest;

 

(xix)        capital increase, even if in accordance with the limits previously defined by these By-laws, except if it is mandatory by law or agreement;

 

(xx)         any tax planning and/or tax restructuring;

 

11


 

(xxi)        decisions related to the subjection of the Company to any public rating, regardless of the possibility of any party subject itself to ratings;

 

(xxii)       policies related to the public release of financial information or other information not related to the fulfillment of legal obligations;

 

(xxiii)     decisions related to the listing of the Company on any stock markets or organized over the counter markets; and

 

(xxiv)      remuneration of the Executive Officers.

 

Section II
Executive Officers

 

ARTICLE 15        The Company shall have a Chief Executive Officer and a second Executive Officer, elected by the Board of Directors for a term of office of one (1) year, reelection being permitted.

 

SOLE PARAGRAPH — The Board of Directors shall appoint a substitute in the event of impediment or absence of any case of any of the Executive Officers. In the event the position is definitely vacant, the Board of Directors shall meet within the following ten (10) days in order to appoint a substitute who shall remain in office for rest of the former member’s term of office.

 

12


 

ARTICLE 16        The Executive Officers shall have full powers to represent (subject to Article 17), administer and manage the corporate business, and may, as provided for in these By-laws, validly bind the Company, and perform all acts and operations required to comply with the corporate purpose, and shall resolve on all matters that were neither described in these By-Laws nor were under the exclusive authority of the Board of Directors or the General Shareholders’ Meeting. The Executive Officers shall also be competent to address any of the following matters:

 

(a)           to care for due compliance with of the law, of these By-Laws and of the shareholders and Board of Directors’ decisions;

 

(c)           submit to the Board of Directors the proposal for distribution and declaration of annual or intermediate dividends;

 

(d)           submit the financial statements required by law in each fiscal year;

 

(e)           submit to the Board of Directors annual budget of the company’s operation and investments; and

 

(f)            prepare and submit for the approval of the Board of Directors, on an annual basis, an annual operating budget for the following year, no later than 45 (forty-five) days prior to the end of each fiscal year.

 

ARTICLE 17        Subject to the provisions of these By-Laws, the Company shall be represented:

 

(a)           by two Executive Officers jointly;

 

13


 

(b)           by one Executive Officer jointly with an attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein;

 

(c)           by two attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein; and/or

 

(d)           by the individual signature of one Executive Officer or one attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein, provided, however, that such individual representation of the Company shall be limited to the following acts: representation of the Company before Labor Courts and Federal, State and Municipal public agencies or departments, including authorities of the Internal Revenue Service, quasi-governmental entities, the Brazilian Post Office, as well as the signature of correspondence and the Company’s representation in any Court or administrative proceedings.

 

SOLE PARAGRAPH — All the powers of attorney granted by the Company shall be signed by the two Executive Officers and, except for those granted to lawyers for representation of the Company in judicial or administrative

 

14


 

proceedings, shall have a limited term of validity and shall allow subrogation only under the conditions established in each respective instrument.

 

ARTICLE 18 - Any acts performed by the Company’s Executive Officers, attorneys in fact or employees involving obligations related to operations and business alien to the Company’s purposes, such as the giving of surety bonds, third-party guaranties or any other form of guaranties on behalf of third parties are expressly forbidden and shall be ineffective in relation to the Company, except if expressly authorized by the shareholders.

 

CHAPTER V
Fiscal Council

 

ARTICLE 19        The Company shall have a Fiscal Council, formed by three (3) members and their respective alternates. The Fiscal Council shall not have a permanent character and shall be elected and installed by the General Shareholders’ Meeting whenever requested by the shareholders, in the terms of the law.

 

PARAGRAPH 1 - The members of the Fiscal Council shall have a designation, function and term of office provided by law.

 

PARAGRAPH 2 - The members of the Fiscal Council shall have a remuneration determined by the General Shareholder’s Meetings, in which they were elected, considering the limits provided by law and the period of the Fiscal Council duration.

 

15


 

CHAPTER VI
Fiscal Year, Financial Statements
and Profit Allocation

 

ARTICLE 20        The Company’s fiscal year shall commence on January 1st and shall end December 31 of each year. At the end of each fiscal year, the Financial Statements required by law shall be drawn up. The Shareholders’ Meeting shall resolve on the allocation and/or distribution of the profits therein verified.

 

ARTICLE 21        The Company may draw up annually Financial Statements or for shorter periods, and such profits may be either distributed or capitalized, by a resolution of the Shareholders’ Meeting.

 

CHAPTER VII
SHAREHOLDERS’ AGREEMENTS

 

ARTICLE 22        The Shareholders’ Agreements executed by the Company’s shareholders regulating the matters set forth in Article 118 of Law No. 6404/76 (Brazilian Corporations Law) and/or any further issue agreed by the shareholders shall be observed by the Company once said Shareholders’ Agreement is duly registered in the Company’s corporate books and filed in the Company’s head offices.

 

SOLE PARAGRAPH Any obligation and/or liens arising from the Shareholders’ Agreement shall oblige third parties after the register of the Shareholders’ Agreements in the corporate books of the Company.

 

16


 

CHAPTER VIII
Liquidation

 

ARTICLE 23        In the event of liquidation of the Company, the legal procedure shall be adopted and observed, with the appointment by the shareholders gathered at a Shareholders’ Meeting of one or more liquidation to operate the Company during the liquidation period.

 

CHAPTER IX
Amendments

 

ARTICLE 24        These By-laws may have any of their articles amended at any time upon a resolution of the Shareholders’ Meeting by the majority vote of the shareholders, except if otherwise determined by these By-Laws.

 

17


 

Annex A-1
Asset Option Agreement

 


 

ASSET OPTION AGREEMENT

 

This Agreement is entered into by and among:

 

(a)       VOTORANTIM CELULOSE E PAPEL S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Alameda Santos, 1357, 6th floor, in the City of São Paulo, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 60.643.228/0001-21, herein duly represented by its legal representatives (“VCP”); and

 

(b)       XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Rodovia General Xxxxxxx xx Xxxxx Xxxxxxx, XX 00, Xx 84, Sala X. Xxxx Rural, in the City of Jacareí, State of São Paulo, registered with the Corporate Taxpayers, Registry of the Brazilian Ministry of Finance - CNPJ/MF under No.                                   , herein duly represented by its legal representatives (“Company” and, together with VCP, the “Parties”).

 

and as an Intervening Party:

 

(c)       XXXXXXXX LOUVEIRA LTDA, a company duly organized and existing under the laws of Brazil, with registered office at Rua Xxxxxxx Xxxxx. 770 – Capivari, in the City of Louveira, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 00.767.144/0001-78, herein duly represented by its attorneys-in-fact (“Xxxxxxxx”);

 

RECITALS

 

(i)        The Company is a joint venture company, which shares are owned by VCP (40% of the capital stock) and by Xxxxxxxx (60% of the capital stock), being Xxxxxxxx and the Parties bound by the terms of a certain Joint Venture Agreement (“JVA”) and of a certain Shareholders’ Agreement executed on the date hereof;

 

(ii)       VCP is the sole owner of a certain power co-generation equipment (the “TG4”) which is installed in its industrial plant located in the City of Jacareí, State of São Paulo;

 


 

(iii)      Forty percent (40%) (fraçáo ideal) of the TG4 (the “Company’s Ideal Part”) was transferred on this date by VCP to the Company as capital contribution in accordance with said Joint Venture Agreement. After such contribution, VCP will remain the owner of the remaining sixty percent (60%) (fraçáo ideal) of the TG4; and

 

(iv)      Due to the nature and circumstances related to the Company’s business as well as the negotiations held between the Parties, it has been agreed that the Company should grant VCP a purchase option related to the purchase of the Company’s Ideal Part of the TG4.

 

The Parties and the Intervening Party have covenanted and agreed as follows:

 

1.             PURCHASE OPTION AND OPTION PRICE

 

1.1.         The Company hereby grants to VCP an irrevocable and irreversible option (the “Purchase Option”) for VCP or its affiliated companies to purchase from the Company the Company’s Ideal Part in TG4 for R$1.00 (one real) (the “Purchase Price”). The Purchase Option shall constitute a binding obligation of the Company and its successors and permitted assignees and may be exercised by VCP or its affiliated companies, upon delivery of a 12-month prior notice by VCP to the Company (the “Purchase Notice”) no earlier than 9 (nine) years as of the date of the Transfer of the Business Assets, as defined in the JVA; provided, however, that the Option Notice shall contain an alternative power generation and supply plan designed by VCP, with the collaboration of the Company and Xxxxxxxx, if needed, under which VCP shall ensure and guarantee that the Company shall continue to be supplied with power in similar (but not worse) economic and financial conditions after the sale of its Company’s Ideal Part in TG4 to VCP (the “Power Plan”). Any and all costs and expenses related to the study and implementation of the alternative power generation and the new supply plan shall be borne by VCP.

 

1.2.         The Company and Xxxxxxxx shall not unreasonably challenge the Power Plan presented by VCP, as established in Section 1.1 above.

 

1.3.         Title, ownership and risk of loss of the Company’s Ideal Part in TG4 shall be assigned and transfer by the Company to VCP automatically and simultaneously with the payment of the Purchase Price, free and clear of any and all liens and encumbrances.

 

1.4.         The Company shall prepare and issue any required tax documents related to the transfer of the Company’s Ideal Part in TG4 to VCP. In the event that the tax legislation does

 

2


 

not specify the need of issuance of any specific fiscal document, including, without limitation, invoices or the like, the Parties shall state in writing that (i) the Purchase Option has been exercised; (ii) the Option Price has been paid and received, with full release; and (iii) title, ownership and risk of loss have been transferred to VCP. The Company and Xxxxxxxx commit themselves to issue and prepare any required document to evidence the exercise of the Purchase Option.

 

1.5.         The Company shall not (and Xxxxxxxx shall not cause the Company to) directly or indirectly sell, grant an option to sell, assign any powers or rights, dispose of, encumber, pledge or create a security interest in the Company’s Ideal Part in TG4 to the benefit of third parties (the “Prohibited Transactions”) so as to anyhow impair the rights and interests of VCP regarding the Company’s Ideal Part itself and the Purchase Option. No proposed Prohibited Transaction in violation of this Agreement shall be valid, and the Company shall neither transfer nor encumber the Company’s Ideal Part to any third party. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement.

 

1.6.         Performance by the Parties under this Agreement may be suspended or curtailed without liability to the other party to the extent, and for so long as any event which is not reasonably foreseeable or, if reasonably foreseeable, is beyond the control of the party claiming suspension, and, in either case, prevents total or partial performance by such party of its obligations under this Agreement (a “Force Majeure Event or Events”), including but not limited to lightning, typhoons, fires, floods, earthquake or other acts of nature, explosions, wars, acts of vandalism and strikes.

 

1.7.         Any delay, limitation or failure of performance due to one or more Force Majeure Event(s) shall not be deemed a breach of or failure to perform under this Agreement or any part hereof and this Agreement shall otherwise remain unaffected; provided that the party so prevented from complying with its obligations hereunder shall (i) promptly verbally notify the other party as soon as practical but not later than 1 (one) day after the respective party becomes aware of the Force Majeure Event(s), and (ii) within 5 (five) days from the Force Majeure Event, confirm such notice in writing, including all particulars of the Force Majeure Event(s), such as but not limited to, the best estimate of the term of such Force Majeure Event(s), and the parties shall meet as promptly as practicable to discuss the circumstances and potential solutions to such Force Majeure Event, including mitigation of such Force Majeure Event. The party affected by a Force Majeure Event shall exercise its best efforts to mitigate or cure such Force Majeure Event as quickly as possible and shall keep the other party fully informed as to such mitigation and cure efforts.

 

3


 

2.             MISCELLANEOUS

 

2.1.         The parties hereto agree to treat all information, data, reports and other records (“Information”) relating to this Agreement as confidential and will not disclose such information to any person without the prior written consent of the other party.

 

2.2.         Any dispute under this Agreement shall be understood as a dispute under the above mentioned Joint Venture Agreement and shall be dealt with the solved in accordance to the dispute resolution provisions thereof.

 

2.3.         This Agreement shall come into force and effect on the date hereof and shall remain valid and in force until the exercise of the Purchase Option by VCP. This Agreement irrevocably and irreversibly binds the parties, being not permitted its termination by the Company or Xxxxxxxx.

 

2.4.         No waiver by any party hereto of any breach of any of the provisions of this Agreement shall take effect or be binding upon such party unless in writing and signed by such party. Unless otherwise provided therein, such waiver shall not limit or affect the rights of such party with respect to any other breach.

 

2.5.         Neither this Agreement nor any rights or obligations hereunder are assignable by the parties hereto without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assignees.

 

2.6.         This Agreement shall be construed and governed by the laws of the Federative Republic of Brazil.

 

4


 

[ILLEGIBLE]

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in three copies of identical content in the presence of the two undersigned witnesses.

 

Sāo Paulo,                           , 2007.

 

 

VOTORANTIM CELULOSE E PAPEL X.X.

 

 

XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS X.X.

 

 

XXXXXXXX LOUVEIRA LTDA.

 

 

Witnesses:

 

 

1.

 

 

2.

 

 

Name: 

 

 

Name: 

 

ID: 

 

 

ID: 

 

5


 

Annex B
Independent Sales Representation Agreement

 


 

ANNEX B

 

 

INDEPENDENT SALES REPRESENTATION
AGREEMENT

 

by and between

 

Votorantim Celulose e Papel S.A.

 

and

 

ALHSTROM JACAREÍ INDÚSTRIA
DE PAPEIS ESPECIAIS S.A.

 

 

 


 

INDEPENDENT SALES REPRESENTATION AGREEMENT

 

By this INDEPENDENT SALES REPRESENTATION AGREEMENT (this “Agreement”) dated                      between, on one side, Votorantim Celulose e Papel S.A., with head offices in São Paulo, State São Paulo, at Alameda Santos, 1357, 6th floor, registered with CNPJ/MF under no. 60.643.228/0001-21, herein represented in accordance with its by-laws (“Representative”), and, on the other side, XXXXXXXX INDÚSTRIA DE PAPÉIS ESPECIAIS S.A., a corporation (sociedade anōnima) organized under the laws of the Federative Republic of Brazil, with head offices, in Jacarei, State of São Paulo, at [address], registered with CNPJ/MF under no.                        herein represented in accordance with its articles of association (“JVC”) (hereinafter jointly referred to as “Parties”).

 

Hereby decide to celebrate this Independent Sales Representation Agreement (the “Agreement”) which shall be governed by Law 4886/65, with the modifications introduced by Law 8420/92, and by the following clauses and conditions:

 

1.  SCOPE OF THE AGREEMENT

 

1.1.         The JVC hereby appoints the Representative to intermediate the sales of the JVC’s Products described in Exhibit 1.1 hereof (the “Products”) with territorial and client exclusivity, based on the prices and other conditions to be determined by the JVC taking into consideration the JVC’s annual budget that is in force at that time (the “Price Lists”) to be periodically reviewed by JVC.

 

1.2.         The Representative shall intermediate the sale of the JVC’s Products, supervising proposals for all clients, new and old, and transmitting them for acceptance, in accordance with the provisions hereunder.

 

1.2.1.  Except upon express written authorization of the JVC, the Representative shall not grant any deductions, discounts, bonuses or longer payment terms, or any other benefits, besides those listed on the JVC’s Price List, nor act in disaccord with the sales documents or instructions that it receives from the JVC or otherwise bind the JVC. The JVC will have no obligation as a result of negotiations done by the Representative in disagreement with the rules hereunder.

 

2


 

2.  INTERMEDIATION AND EXCLUSIVITY

 

2.1.         The JVC shall allow the Representative to access to the JVC’s SAP system, so that the Representative may feed such system with all of the purchase orders generated by the Representative. No subcontractor or its employees shall be allowed to access JVC’s SAP system.

 

2.2.         The JVC may refuse to accept any orders that are not submitted by the Representative in accordance with this Agreement, or those that related to client’s credit risk and/or product manufacturing problems at JVC’s sole discretion. For that purposes, JVC will grant exclusively to Representative full access to its production cycle planning and inventory through its IT system. No subcontractor or its employees shall be allowed to access JVC’s production cycle planning and inventory.

 

2.3.         The Representative shall represent the sales of the JVC within the territories of Brazil, Argentina, Paraguay, and Uruguay (“Territory”). Any amendments to such territory shall be mutually agreed by the Parties.

 

2.4.         The Representative is hereby granted exclusively with respect to the clients and the Products in the Territory, and the JVC may only continue to negotiate directly with Votorantim Celulose e Papel S.A. - KSR division, and in such case no commission will be owned to the Representative for such sales.

 

2.5.         In case sales opportunities arise outside the Territory, JVC will grant the right of first refusal to Representative to intermediate said sales at such area. The Representative shall notify JVC in writing within ten (10) days as of the receipt of the first refusal notice sent by JVC, of its interest to become the representative for that new area. If Representative does not notify JVC in writing for its intention within the term above, JVC will be allowed to contract a third party to become its representative, as its sole discretion, provided that said products are to be sold and delivered outside the Territory.

 

3.  SALES COMMISSIONS

 

3.1.         In consideration of the sales representation contracted hereby, the Representative shall be entitled to a commission (“Commission”) of each sale deriving from its

 

3


 

representation efforts, as described in the Exhibit 3.1 hereto, provided that the such sale transaction is actually finalized (with the issuance of the respective invoice by the JVC to the client). The Representative’s Commissions shall be calculated based on the total value of the merchandise sold, as described in the respective invoice (nota fiscal), net of any discounts, rebates or claims or credit losses and net of any taxes applicable.

 

3.2.         The Representative will timely provide written instructions, including banking information, for payment of Commissions.

 

3.3.         Representative’s Commissions owed by JVC hereunder shall be paid out within the first 15 days of the month subsequent to the month during which payment for the Products was effectively paid by the client to JVC.

 

3.4.         All taxes and duties that arise (and may arise in the future) as a result of Representative’s performance of its obligations under this Agreement are not included in its Commissions. Those taxes and duties (excepting income taxes) shall be included in the invoices to be paid by JVC to Representative.

 

3.4.1.  The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between Representative and Xxxxxxxx Louveira Ltda.

 

3.5.         If the client fails to make payment (for any reason), JVC shall not be obligated to pay Commissions to the Representative. In the event of a Commission overpayment (due to sell price adjustment or any other reason), or in the event a client cancels (in whole or in part) an order for or revokes acceptance of Products for which Commissions (or part thereof) has already been paid. JVC shall have the right to offset such amounts of overpayment or early payment against future Commissions earned hereunder, or invoice for repayment of such amounts which shall be paid by Representative to JVC within thirty (30) days as of the receipt of the respective invoice. JVC shall not be liable to Representative for any Commissions for orders withdrawn, canceled or revoked by clients for whatever reason (including revocation after Product acceptance).

 

3.6.         The parties will follow sales target in accordance with JVC’s annual operational budget.

 

4


 

4.  REPRESENTATIVE’S OBLIGATIONS

 

4.1.         Pursuant to the terms of article 28 of Law 4886/65, the Representative is bound to supply the JVC, whenever requested, with detailed information regarding the status of deals placed under its care, and it must dedicate itself to this representation, in order to expand the business of the JVC and promote its Products supplying all of the technical support requested, or, when it is unable, requesting it from the JVC, as well as taking care of the JVC’s good sales reputation.

 

4.2.         The Representative hereby declares that it has all the necessary licenses which may be requested for the performance of the acts provided for herein. All expenses related to the regular exercise of the representation, including but not limited to transportation, lodging, food, postage, maintenance of facilities, travels, telex, fax-simile and telephone, hiring of employees or independent sales persons in short, of any type, are and shall exclusively be borne by the Representative.

 

4.3.         The Representative shall be responsible for the marketing of the Products, and shall bear with the costs of production of any promotional materials to be used by the Representative. In case the JVC wishes to produce any promotional material at its sole discretion, it will be at JVC’s expense.

 

4.4.         The Representative may not use any JVC’s cards, letterhead, invoices or any other private documents, nor use or perform any of its work at the JVC’s premises, unless if so authorized by the JVC. The Representative may use the JVC’s trade names and trademarks, but only in accordance with the JVC’s instruction, and shall immediately stop using them when the JVC so instructs.

 

4.5.         The procedures for advanced receipt or collection of bills resulting from the Products sold will be the JVC’s responsibility.

 

4.6.         The Representative agrees not to use or transmit to any third parties any confidential information obtained as a result of the representation, for as long as this Agreement remains in effect and for a period of five (5) years thereafter.

 

4.6.1.  Confidential information as used herein includes, but is not limited to, information

 

5


 

related to research, technical development, past, present and future sales issues, know-how, Product specifications, price lists. Product guide processes. Product suppliers, economic financial information, installed capacity, and other information defined as confidential by the JVC.

 

4.6.2.  The above confidential obligation shall not be applicable in the occurrence of the following events (combined or not):

 

(a)        Information was in the public domain prior to its disclosure, except by the recipient’s wrongful act; or

 

(b)       Information proven by the recipient party that it was in its possession prior to receipt thereof from the disclosing party; or

 

(c)        Information received by any party from a third party having no obligation of secrecy with respect thereof, or

 

(d)       Information disclosed by force of a judicial or arbitration determination.

 

4.7.         The Representative shall care for JVC’s good reputation and the image of its Products.

 

4.8.         The Representative is not subject to any disciplinary norm established by the JVC, and will not be submitted to any type of subordination, having full liberty to perform its Sales Representation, except as established in this Agreement.

 

4.9.         In addition to the other obligations undertaken in this Agreement and set forth by the applicable law, the Representative binds itself to:

 

a)   aid in the collection of the credits originated from the sales that have been made, when requested by JVC;

 

b)   maintain, at its own expenses, each and every registrations and licenses required for the performance of the activity of sales representative and compliance with the

 

6


 

obligations set forth herein:

 

c)   periodically meet JVC for discussion of subject matters pertaining to the progress of the businesses, on a day and time mutually agreed upon between the parties;

 

d)   collect, on its own account and risk, pursuant to and within the legal terms, the taxes, fees, social and social security contributions and other taxes pertaining to its activity and

 

e)   Indemnify and hold JVC harmless and the companies of its corporate group, directors, managers, employees and representatives from all losses, expenses or damages of any kind that are caused thereto as a result of acts of bad faith, guilt, malicious act, or breach of the obligations undertaken hereunder by the Representative, the representatives thereof attorneys, quota holders, successors thereto, assignees, employees, administrators or directors.

 

4.10.       Except for the sales commission mentioned in Section Three above and stated in Exhibit 3.1 attached hereto, JVC will not pay any additional compensation for the performance of the obligations under this Agreement.

 

5.  JVC’S OBLIGATIONS

 

5.1.         JVC hereby undertakes to pay the commissions owed to the Representative, as agreed herein, as well as to keep the Representative informed of any interruptions in the manufacturing and/or sale of any product, or the lack of a product in its inventory, and to provide information on new Products included in the representation. Upon receiving information regarding the interruption of sales of a certain product, the Representative shall refrain from agencing sales of said product. JVC shall carry out and fulfill any orders placed before such notice is served to the Representative.

 

5.2.         JVC agrees not to use or transmit to any third parties any confidential information obtained as a result of the contractual relationship with Representative, for as long as this Agreement remains in effect and for a period of five (5) years thereafter.

 

7


 

5.3. JVC undertakes to indemnify and hold Representative harmless and the companies of its corporate group, directors, managers, employees and representatives from all losses, expenses or damages of any kind that are caused thereto as a result of acts of bad faith, guilt malicious act, or breach of the obligations undertaken hereunder by JVC, its quota holders, attorneys, successors thereto, assignees, employees, administrators or directors.

 

6.  TERM

 

6.1.         This Agreement shall enter into effect on the date of its signature and remain valid until December 31, 2010. This Agreement will be automatically renewed for successive periods of one (1) year, unless any of the Parties notify the other Party of its intention not to renew the Agreement by a hundred and eighty (180) days written prior notice before expiration of the initial term or the term of its renewals, as the case may be.

 

7.  TERMINATION

 

7.1          This Agreement may be early terminated:

 

(a)     by the Representative, (i) in case the JVC breaches any of the provisions hereof and fails to cure such breach in 10 (ten) business days following notice of the Representative to such effect, or (ii) in case the JVC has incurs in any of the events set forth in Article 36 of Law 4886/65, in which case the JVC shall pay the Representative an indemnity equal to the monthly average of commissions earned by the Representative throughout this Agreement, multiplied by half of the months left from the contractual period, pursuant to the terms of Article 27, § 1 of Law 4886/65, as amended by Law 8.420/92; or

 

(b)     by the JVC, in case the Representative breaches any of the provisions hereof and fails to cure such breach in 10 (ten) business days following notice of the JVC to such effect, or due to the Representative’s fault or if it engages in any of the hypotheses set forth in Article 35 of Law 4886/65, the Representative will pay JVC an indemnification equal to the monthly average of commissions earned throughout this Agreement, multiplied by half

 

8


 

of the months resulting from the contractual period. JVC may retain any commissions owed to the REPRESENTATIVE in order to compensate for the indemnity called for in this clause.

 

7.2.         If this Agreement is early terminated (i) by the JVC without cause, then JVC shall pay the Representative an indemnification equal to the monthly average of commissions earned by the Representative throughout this Agreement, multiplied by half of the months left from the contractual period, pursuant to the terms of Law 4886/65, as amended by Law 8.420/92, or (ii) by Representative without cause, then Representative shall pay JVC an indemnification equal to the monthly average of commissions earned by the Representative throughout this Agreement, multiplied by half of the months left from the contractual period, pursuant to the terms of Law 4886/65, as amended by Law 8.420/92.

 

7.2.1   If an indemnification is due pursuant to clauses 7.1 and/or 7.2 above, then the commissions pending will be adjusted by the INPC - IBGE (“National Index Consumer Price”), from the date that the indemnification or fine is calculated until the date of actual payment of the commission. If this index is not applicable anymore, a valid index that has replaced it at the time of payment will be used.

 

8.  NO EMPLOYMENT RELATIONSHIP

 

8.1.         No employment relationship is assumed by the JVC regarding the Representative’s employees as a result of this Agreement.

 

8.2.         Further, the Representative binds itself to submit to JVC, when requested, the evidencing slips of the Social Security collections made thereby as regards those people under its responsibility who are directly involved in the sales representation subject of this Agreement.

 

8.3.         The partners, representatives, contractors, subcontractors, subcontractors’ employees, and employees of the Representative, as well as each and every person under the responsibility thereof, directly or indirectly involved in the sales representation subject of this Agreement will not be, under any circumstance and in any event, in the present or in the future, considered as employees, managers, representatives and/or associate members of

 

9


 

JVC

 

8.4.         The Representative acknowledges that there is not, and there will not be, between it and JVC, a relationship of employment or subordination, and it waives herein, by itself, its partners, administrators and employees, each and every right or claim of labor and/or social security character (including pertaining to accidents) in relation to JVC, its controllers and administrators.

 

8.5.         If the JVC is included in any labor or civil lawsuits brought against the Representative, or is sued by any other person in any way related to the Representative, or if the JVC is summoned by the Labor Ministry, the INSS (Social Security Department), the Caixa Económica Federal (Federal Savings Bank), or by any other governmental body for any issues related to the Representative or its employees, then the Representative shall intervene in the lawsuit, as the legitimate party, claiming responsibility for the demanded obligations and requesting the exclusion of the JVC, then the Representative shall reimburse JVC for any and all cost and losses incurred in its defense against any such judicial lawsuits and administrative proceedings, including without limitation to, legal fees, court fees and judicial or extrajudicial expenses. Such reimbursement shall be made within no later than 30 (thirty) days as of the date on which the Representative receives the request of the JVC in this regard.

 

9.  INTELLECTUAL PROPERTY

 

9.1.         None of the Parties shall not register or in any other way use the names or trademarks of the other, or any other company of the corporate group of the latter, or also, use any abbreviation or variation of the names or trademarks on its printed material such as catalogs, letter papers and business cards, except upon previous authorization in writing from the party that holds said rights. The parties acknowledge that they do not have nor they will acquire any right to the marks or factory secrets of the other or of any other group’s company. The parties are not authorized to use any designation that may imply liability to the other in connection with their acts.

 

10


 

10.  MISCELLANEOUS

 

10.1.       Neither Party may assign or transfer to third parties any of the rights and obligations hereunder without the express written authorization of the other Party. This provision does not affect (nor is applicable to) the Representative’s right to subcontract any third party or independent sales representative to work with or assist Representative in the performance of the scope of the representation within the Territory, being Representative responsible for the acts of said subcontractors, if any.

 

10.2.       Neither the Representative nor its representatives and employees are employees, legal representatives or attorneys-in-fact of the JVC, and therefore may not assume any obligations on its behalf other than those expressly set forth in this Agreement.

 

10.3.       Neither Party may use the names, brands, labels, logos and signs of the other in its materials without prior written authorization.

 

10.4.       The Parties hereby declare and undertake that all corporate authorizations and approvals needed or required for the binding signature and fulfillment of this Agreement, including engaging in the acts set forth herein, have been fully complied with and obtained.

 

10.5.       The Courts of the City of Sân Paulo, State of Sân Paulo, are hereby elected to decide on any disputes arising from this Agreement, with express waiver of all others, regardless of how privileged they may be.

 

IN WITNESS WHEREOF, the parties hereby sign this instrument in two equal counterparts, in the presence of the two undersigned witnesses.

 

 

 

Sân Paulo,

 

 

 

 

 

 

 

 

 

 

 

Xxxxxxxx Jacareí Indústria de Papéis Especiais S.A.

 

 

 

 

 

 

 

 

 

 

 

Votorantim Celulose e Papel S.A.

 

11


 

WITNESSES:

 

1.

 

 

 

 

 

 

 

 

 

 

 

2.

 

 

 

 

12


 

Exhibit 1.1

 

List of Products

 

(i) Coated 2 sides paper (on-grade and off-grade): Off machine paper, coated on both sides, with opaque and glossy finishing, from 90 to 230 g/m2 - Lumimax L2 and Image L2 brands;

 

(ii) Printing and Writing paper (on-grade and off-grade): Offset (uncoated) paper, white, cut in sheets and/or coils of various formats, from 56 a 180 g/m2 - Printmax brand.

 

13


 

Exhibit 3.1

 

Commissions and Sales Targets

 

A) Commissions payable for the first two (2) years of the Agreement:

 

As of the date of execution of this Agreement and for two (2) years thereafter, JVC shall pay Representative a flat commission of 2.0% of each sale deriving from its representation efforts, according to section 3 of this Agreement.

 

B) Commissions payable after the second anniversary of the Agreement:

 

The Commission percentage to be paid by JVC to Representative shall depend on its annual performance as follows:

 

A minimum commission of 0.5% shall be paid for sales up to 70% of the sales target, and a maximum of 2.0% for 100% of the sales target, in accordance with the formula below. Regardless of the foregoing, a flat fee of 1.75% shall be paid every month, and at every 6 months the performance shall be reviewed by the Parties, whereupon any differences shall be paid or refunded, as the case may be. The date of payment of any differences shall be the 15th day following the 6th month.

 

The formula shall be as follows:

 

y = 0.05 (x - 0.70) + 0.005

where;

y = commission percentage

x = performance (sales target percentage), ranging from 70% to 100% of the target

 

Upon the termination of the agreement for any reason, the parties shall adjust any pending balances, including outstanding commissions, and such adjustment shall take place up 60 days following end of the agreement.

 

For the purposes of this Exhibit, the target sales shall be defined in accordance with JVC’s annual budget.

 

14


 

 

 

INDEPENDENT SALES REPRESENTATION

AGREEMENT

 

by and between

 

Votorantim Celulose e Papel S.A.

 

and

 

Xxxxxxxx VCP Indústria de Papéis Especiais S.A.

 

 

 

1


 

INDEPENDENT SALES REPRESENTATION AGREEMENT

 

By this INDEPENDENT SALES REPRESENTATION AGREEMENT (this “Agreement”) dated September 3, 2007, between on one side, Votorantim Celulose e Papel S.A. with head offices in Sâo Paulo, State of Sâo Paulo, at Alameda Santos, 1357 6th floor, registered with CNPJ/MF under No 60 643 228/0001-21 herein represented in accordance with its by-laws (“Representative”) and on the other side Ahistrom VCP Indústria de Papéis Especiais S.A. a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, with head offices in Jacarei, State of Sâo Paulo at Radovia General Xxxxxxx xx Xxxxx Xxxxxxx, XX 00, XX 00 “Predio Industrial — Papel”, registered with CNPJ/MF under No. 08.854.140/0001.39, herein represented in accordance with its articles of association (“JVC”) (hereinafter jointly referred to as “Parties”)

 

hereby decide to celebrate this Independent Sales Representation Agreement (the “Agreement”) which shall be governed by Law [Illegible] with the modifications introduced by Law 8420/92, and by the following clauses and conditions.

 

1.  SCOPE OF THE AGREEMENT

 

1.1.         The JVC hereby appoints the Representative to intermediate the sales of the JVC’s Products described in Exhibit 1.1 hereof (the “Products”) with territorial and client exclusively, based on the prices and other conditions to be determined by the JVC taking into consideration the JVC’s annual budget that is in force at that time (the “Price Lists”) to be periodically reviewed by JVC.

 

1.2.         The Representative shall intermediate the sale of the JVC’s Products supervising proposals for all clients new and old and transmitting their for acceptance in accordance with the provisions hereunder.

 

1.2.1.  Except upon express written authorization of the JVC the Representative shall not grant any deductions discounts bonuses or longer payment terms or any other benefits besides those listed on the JVCs Price List nor act in disaccord with the sales documents or instructions that it receives from the JVC or otherwise bind the JVC. The JVC will have no obligation as a result of negotiations done by the Representative in

 

2


 

disagreement with the rules hereunder.

 

2.  INTERMEDIATION AND EXCLUSIVITY

 

2.1.         The JVC shall allow the Representative to access to the JVC’s SAP system so that the Representative may feed such system with all of the purchase orders generated by the Representative. No subcontractor or its employees shall be allowed to access JVC’s SAP system.

 

2.2.         The JVC may refuse to accept any orders that are not submitted by the Representative in accordance with this Agreement, or those that relates to clients’s credit risk and/or product manufacturing problems at JVC’s sole discretion. For that purposes JVC will grant exclusively to Representative full access to its production cycle planning and inventory through its IT system. No subscontractor or its employees shall be allowed to access JVC’s production cycle planning and inventory.

 

2.3.         The Representative shall represent the sales of the JVC within the territories of Brazil, Argentina, Paraguay, and Uruguay (“Territory”). Any amendments to such territory shall be mutually agreed by the Parties.

 

2.4.         The Representative is hereby granted exclusivily with respect to the clients and the Products in the Territory, and the JVC may only continue to negotiate directly with Votorantum Celulose e Papel S.A. — KSR division and in such case no commission will be owed to the Representative for such sales.

 

2.5.         In case sales opportunites arise outside the Territory JVC will grant the right of first refusal to Representative to intermediate said sales at such area. The Representative shall notify JVC in writing within ten (10) days as of the receipt of the first refusal notice sent by JVC of its interest to become the representative for that new area. It Representative does not notify JVC in writing for its intention within the term above JVC will be allowed to contract a third party to become its representative at its sole discretion provided that said products are to be sold and delivered outside the Territory.

 

3.  SALES COMMISSIONS

 

3.1.         In consideration of the sales representation contracted hereby the Representative

 

3


 

shall be entitled to a commission (“Commission”) of each sale deriving from its representation efforts; as described in the Exhibit 3.1 hereto, provided that the such sale transaction is actually finalized (with the issuance of the respective invoice by the JVC to the client). The Representative’s Commissions shall be calculated based on the total value of the merchandise said as described in the respective invoice ([Illegible]) not of any discounts rebates or claims or credit losses and net of any taxes applicable.

 

3.2.         The Representative will timely provide written instructions, including banking information for payment of Commissions.

 

3.3.         Representative’s Commissions owed by JVC hereunder shall be paid out within the first 15 days of the month subsequent to the month during which payment for the Products was effectively paid by the client to JVC.

 

3.4.         All taxes and duties that arise (and may arise in the future) as a result of Representative’s performance of its obligations under this Agreement are not included in its Commissions. Those taxes and duties (excepting income taxes) shall be included in the invoices to be paid by JVC to Representative.

 

3.4.1.  The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between Representative and Xxxxxxxx Louveira Ltda.

 

3.5.         If the client fails to make payment (for any reason), JVC shall not be obligated to pay Commissions to the Representative. In the event of a Commission overpayment (due to sell price adjustment or any other reason), or in the event a client cancels (in whole or in part) an order for or revokes acceptance of Products for which Commissions (or part thereof) has already been paid JVC shall have the right to offset such amounts of overpayment or early payment against future Commissions earned hereunder, or invoice for repayment of such amounts which shall be paid by Representative to JVC within thirty (30) days as of the receipt of the respective invoice JVC shall not be liable to Representative for any Commissions for orders withdrawn canceled or revoked by clients for whatever reason (including revocation after Product acceptance).

 

3.6.         The parties will follow sales target in accordance with JVC’s annual operational

 

4


 

budget.

 

4.  REPRESENTATIVE’S OBLIGATIONS

 

4.1.         Pursuant to the terms of article 28 of Law 4886/65, the Representative is bound to supply the JVC, whenever requested with detailed information regarding the status of deals placed under its care, and it must dedicate itself to this representation, in order to expand the business of the JVC and promote its Products, supplying all of the technical support requested, or, when it is unable, requesting it from the JVC, as well as taking care of the JVC’s good sales reputation.

 

4.2.         The Representative hereby declares that it has all the necessary licenses which may be requested for the performance of the acts provided for herein. All expenses related to the regular exercise of the representation, including but not limited to transportation, lodging, food, postage, maintenance of facilities, travels, telex, fax-simile and telephone, hiring of employees or independent sales persons in short of any type are and shall exclusively be borne by the Representative.

 

4.3.         The Representative shall be responsible for the marketing of the Products and shall bear with the costs of production of any promotional materials to be used by the Representative. In case the JVC wishes to produce any promotional material at its sole discretion, it will be at JVC’s expense.

 

4.4.         The Representative may not use any JVC’s cards, letterhead, invoices or any other private documents, nor use or perform any of its work at the JVC’s premises, unless if so authorized by the JVC. The Representative may use the JVC’s trade names and trademarks, but only in accordance with the JVC’s instructions, and shall immediately stop using them when the JVC so instructs.

 

4.5.         The procedures for advanced receipt or collection of bills resulting from the Products sold will be the JVC’s responsibility.

 

4.6.         The Representative agrees not to use or transmit to any third parties any confidential information obtained as a result of the representation, for as long as this Agreement remains in effect and for a period of five (5) years thereafter.

 

5


 

4.6.1.  Confidential information as used herein includes, but is not limited to, information related to research, technical development, past, present and future sales issues, know-how, Product specifications, price lists, Product guide processes, Product suppliers, economic-financial information, installed capacity, and other information defined as confidential by the JVC.

 

4.6.2.  The above confidential obligation shall not be applicable in the occurrence of the following events (combined or not)

 

(a)        Information was in the public domain prior to its disclosure, except by the recipient’s wrongful act; or

 

(b)        Information proven by the recipient party that it was in its possession prior to receipt thereof from the disclosing party; or

 

(c)        Information received by any party from a third party having no obligation of secrecy with respect thereof; or

 

(d)        Information disclosed by force of a judicial or arbitration determination.

 

4.7.         The Representative shall care for JVC’s good reputation and the image of its Products.

 

4.8.         The Representative is not subject to any disciplinary norm established by the JVC and will not be submitted to any type of subordination, having full liberty to perform its Sales Representation, except as established in this Agreement.

 

4.9.         In addition to the other obligations undertaken in this Agreement and set forth by the applicable law, the Representative binds itself to

 

a)     aid in the collection of the credits originated from the sales that have been made, when requested by JVC;

 

6


 

b)    maintain at its own expenses each and every registration and licenses required for the performance of the activity of sales representative and compliance with the obligations set forth herein;

 

c)     periodically meet JVC for discussion of subject matters pertaining to the progress of the businesses on a day and time mutually agreed upon between the parties;

 

d)    collect on its own account and risk pursuant to and within the legal terms the taxes fees, social and social security contributions and other taxes pertaining to its activity; and

 

e)     Indemnify and hold JVC harmless and the companies of its corporate group, directors, managers, employees and representatives from all losses, expenses or damages of any kind that are caused thereto as a result of acts of bad faith guilt malicious act; or breach of the obligations undertaken hereunder by the Representative, the representative thereof, attorneys, quota holders, successors thereto, assignees, employees, administrators or directors.

 

4.10.       Except for the sales commission mentioned in Section Three above and stated in Exhibit 3.1 attached hereto JVC will not pay any additional compensation for the performance of the obligations under this Agreement.

 

5.  JVC’S OBLIGATIONS

 

5.1.         JVC hereby undertakes to pay the commissions owed to the Representative, as agreed herein, as well as to keep the Representative informed of any interruptions in the manufacturing and/or sale of any product or the lack of a product in its inventory, and to provide information on new Products included in the representation. Upon receiving information regarding the interruption of sales of a certain product, the Representative shall refrain from agencing sales of said product. JVC shall carry out and fulfill any orders placed before such notice is served to the Representative.

 

5.2.         JVC agrees not to use or transmit to any third parties any confidential information obtained as a result of the contractual relationship with Representative, for as long as this

 

7


 

Agreement remains in effect and for a period of five (5) years thereafter.

 

5.3. JVC undertakes to indemnify and hold Representative harmless and the companies of its corporate group, directors, managers, employees and representatives from all losses expenses or damages of any kind that are caused thereto as a result of acts of bad faith, guilt, malicious act or breach of the obligations undertaken hereunder by JVC, its quota holders, attorneys, successors thereto, assignees, employees, administrators or directors.

 

6.  TERM

 

6.1.         This Agreement shall enter into effect on the date of its signature and remain valid until December 31, 2010. This Agreement will be automatically renewed for successive periods of one (1) year, unless any of the Parties notify the other Party of its intention not to renew the Agreement by a hundred and eighty (180) days written prior notice before expiration of the initial term or the term of its renewals as the case may be.

 

7.  TERMINATION

 

7.1.         This Agreement may be early terminated

 

(a)   by the Representative (i) in case the JVC breaches any of the provisions hereof and fails to cure such breach in 10 (ten) business days following notice of the Representative to such effect or (ii) in case the JVC has incurs in any of the events set forth in Article 36 of Law 4886/65 in which case the JVC shall pay the Representative an indemnity equal to the monthly average of commissions earned by the Representative throughout this Agreement multiplied by half of the months left from the contractual period pursuant to the terms of Article 27 § 1 of Law 4888/65 as amended by Law 8.420/92; or

 

(b)   by the JVC in case the Representative breaches any of the provisions hereof and fails to cure such breach in 10 (ten) business days following notice of the JVC to such effect or due to the Representative’s fault or if it engages in any of the hypotheses set forth in Article 35 of Law 4888/65, the

 

8


 

Representative will pay JVC an indemnification equal to the monthly average of commissions earned throughout this Agreement multiplied by half of the months resulting from the contractual period. JVC may retain any commissions owed to the REPRESENTATIVE in order to compensate for the indemnity called for in this clause.

 

7.2.         If this Agreement is early terminated (i) by the JVC without cause then JVC shall pay the Representative an indemnification equal to the monthly average of commissions earned by the Representative throughout this Agreement multiplied by half of the months left from the contractual period pursuant to the terms of Law 4888/65 as amended by Law 8.420/92 or (ii) by Representative without cause then Representative shall pay JVC an indemnification equal to the monthly average of commissions earned by the Representative throughout this Agreement, multiplied by half of the months left from the contractual period, pursuant to the terms of Law 4888/65 as amended Law 8. 420/92

 

7.2.1.              If an indemnification is due pursuant to clauses 7.1 and/or 7.2 above, then the commissions pending will be adjusted by the INPC — IBGE (“National Index Consumer Price”) from the date that the indemnification or fine is calculated until the date of actual payment of the commission. If this is not applicable anymore a valid index that has replaced it at the time of payment will be used.

 

8.  NO EMPLOYMENT RELATIONSHIP

 

8.1.         No employment relationship is assumed by the JVC regarding the Representative’s employees as a result of this Agreement.

 

8.2.         Further the Representative binds itself to submit to JVC when requested the evidencing slips of the Social Security collections made thereby as regards those people under its responsibility who are directly involved in the sales representation subject of this Agreement.

 

8.3.         The Partners representatives contractors, subcontractors, subcontractor’s employees and employees of the Representative, as well as each and every person under the responsibility thereof, directly or indirectly involved in the sales representations subject of

 

9


 

this Agreement will not be, under any circumstance and in any event, in the present or in the future, considered as employees, managers, representatives and/or associate members of JVC.

 

8.4.         The Representative acknowledges that there is not and there will not be, between it and JVC a relationship of employment or subordination, and it waives herein, by itself its partners, administrators and employees, each and every right or claim of labor and/or social security character (including pertaining to accidents) in relation to JVC, its controllers and administrators.

 

8.5.         If the JVC is included in any labor or civil lawsuits brought against the Representative, or is sued by any other person in any way related to the Representative or if the JVC is summoned by the Labor Ministry, the INSS (Social Security Department), the Caixa Economica Federal (Federal Savings Bank), or by any other governmental body for any issues related to the Representative or its employees , then the Representative shall intervene in the lawsuit, as the legitimate party claiming responsibility for the demanded obligations and requesting the exclusion of the JVC, then the Representative shall reimburse JVC for any and all cost and losses incurred in its defense against any such judicial lawsuits and administrative proceedings, including without limitation to legal fees, court fees and judicial or extrajudicial expenses. Such reimbursement shall be made within no later than 30 (thirty) days as of the date on which the Representative receives the request of the JVC in this regard.

 

9.  INTELLECTUAL PROPERTY

 

9.1.         None of the Parties shall not register or in any other way use the names or trademarks of the other or any other company of the corporate group of the latter, or also use any abbreviation or variation of the names or trademarks on its printed material such as catalogs, letter papers and business cards, except upon previous authorization in writing from the party that holds said rights. The parties acknowledge that they do not have nor they will acquire any right to the marks or factory secrets of the other or of any other group’s company. The parties are not authorized to use any designation that may imply liability to the other in connection with their acts.

 

10


 

10.  MISCELLANEOUS

 

10.1.       Neither Party may assign or transfer to third parties any of the rights and obligations hereunder without the express written authorization of the other Party. This provision does not affect (nor is applicable to) the Representative’s right to subcontract any third party or independent sales representative to work with or assist Representative in the performance of the scope of the representation within the Territory being Representative responsible for the acts of said subcontractors, if any.

 

10.2.       Neither the Representative not its representatives and employees are employees, legal representatives or attorneys-in-fact of the JVC and therefore may not assume any obligations on its behalf other than those expressly set forth in this Agreement.

 

10.3.       Neither Party may use the names, brands, labels logos and signs of the other in its materials without prior written authorization.

 

10.4.       The Parties hereby declare and undertake that all corporate authorizations and approvals needed or required for the binding signature and fulfillment of the Agreement including engaging in the acts set forth herein have been fully complied with and obtained.

 

10.5.       The Courts of the City of Sâo Paulo, State of Sâo Paulo, are hereby elected to decide on any disputes arising from this Agreement with express waiver of all others regardless of how privileged they may be.

 

IN WITNESS WHEREOF, the parties hereby sign this instrument in two equal counterparts, in the presence of the two undersigned witnesses.

 

 

 

Sâo Paulo, September 3, 2007

 

 

 

 

 

 

 

 

 

 

 

/s/ Votorantim Celulose e Papel S.A.

 

 

 

Votorantim Celulose e Papel S.A.

 

 

 

 

 

 

 

 

 

 

 

/s/ Xxxxxxxx VCP Industria de Papeis Especiais X.X.

 

 

 

Xxxxxxxx VCP Industria de Papeis Especiais S.A.

 

 

WITNESS:

 

1.

/s/ [ILLEGIBLE]

 

2.

/s/ [ILLEGIBLE]

 

Name: [ILLEGIBLE]

 

 

Name: [ILLEGIBLE]

 

RG. No.: [ILLEGIBLE]

 

 

RG. No.: [ILLEGIBLE]

 

11


 

Exhibit 1.1

 

List of Products

 

(i)  Coated 2 sides paper (on-grade and off-grade): Off machine paper, coated on both sides with opaque and glossy finishing from 90 to 230 g/m2 — Lumimax L2 and Image L2 brands.

 

(ii)  Printing and Writing paper (on-grade and off-grade): Offset (uncoated) paper white cut in sheets and/or coils of various formats, from 56 a 180 g/m2 — Printmax brand.

 

12


 

Exhibit 3.1

 

Commissions and Sales Targets

 

A) Commissions payable for the first two (2) years of the Agreement:

 

As of the date of execution of this Agreement and for two (2) years thereafter JVC shall pay Representative a flat commission of 2.0% of each sale deriving from its representation efforts according to section 3 of this Agreement.

 

B) Commissions payable after the second anniversary of the Agreement:

 

The commission percentage to be paid by JVC to Representative shall depend on its annual performance as follows:

 

A minimum commission of 0.5% shall be paid for sales up to 70% of the sales target and a maximum of 2.0% for 100% of the sales target in accordance with the formula below Regardless of the foregoing, a flat fee of 1.75% shall be paid every month and at every 6 months the performance shall be reviewed by the Parties whereupon any difference shall be paid or refunded as the case may be. The date of payment at any differences shall be the 15th day following the 6th month.

 

The formula shall be as follows:

 

y = 0.05 (x- 0.70) + 0.005

where:

y = commission percentage

x = performance (sales target percentage) ranging from 70% to 100% of the target

 

Upon the termination of the agreement for any reason the parties shall adjust any pending balances including outstanding commissions and such adjustment shall take place up 60 days following end of the agreement.

 

For the purposes of this Exhibit, the target sales shall be defined in accordance with JVC’s annual budget.

 

13


 

Annex C

Operational and Maintenance Agreement

 


 

ANNEX C

 

 

OPERATION & MAINTENANCE SERVICES AGREEMENT

 

by and between

 

Votorantim Celulose e Papel S.A.

 

and

 

Xxxxxxxx Jacareí Papéis Especiais S.A.

 

 

 


 

OPERATION & MAINTENANCE SERVICES AGREEMENT

 

By this OPERATION & MAINTENANCE SERVICES AGREEMENT (this “Agreement”) dated [                    ] between, on one side, Votorantim Celulose e Papel S.A., with head offices is Sāo Paulo, State of Sāo Paulo, at Alameda Santos, 1357, 6th floor, registered with CNPJ/MF under no. 60.643.228/0001-21, herein represented in accordance with its by-laws (“Supplier”), and, on the other side, Xxxxxxxx Jacareí Papeis Especials, S.A., a corporation (sociedade anonima) organized under the laws of the Federative Republic of Brazil, with head offices in Jacareí, State of Sāo Paulo, at [address], registered with CNPJ/MF under no.[    ], herein represented in accordance with its articles of association (“JVC”) (hereinafter jointly referred to as “Parties”)

 

RECITALS

 

WHEREAS, JVC wishes to contract Supplier to provide certain services related to the operation and maintenance of the energy generator infrastructure located in Supplier’s and JVC’s premises in Jacareí, State of Sāo Paulo, which infrastructure is co-owned by the Parties and encompasses energy turbine generators and other related assets (the “Energy Infrastructure”); and

 

WHEREAS, Supplier wishes to provide such services to JVC;

 

NOW, THEREFORE, the Parties agree as follows:

 

1.             PURPOSE

 

1.1.         Supplier agrees to render to JVC certain services related to the operation and maintenance of the portion of the Energy Infrastructure owned by JVC, which shall be rendered with the same degree of diligence and care that Supplier uses to operate and maintain the other portion of the Energy Infrastructure owned by Supplier (the “Services”).

 

1.2.         Supplier has exclusively in the provision of the Services to JVC.

 

2.             PARTIES’ OBLIGATIONS

 

2.1.         Supplier may subcontract all or any part of the Services agreed upon herein, without any prior authorization by JVC, provided that Supplier subcontracts third parties to render the same operation and maintenance services related to the portion of the Energy Infrastructure owned by Supplier.

 

2.2.         At Supplier’s request, JVC shall provide its assistance by accompanying the Services in conjunction with Supplier.

 

2.3.         JVC undertakes to timely pay Supplier the amounts agreed to by the Parties, in abidance with the terms and conditions of this Agreement.

 

3.             PRICE AND PAYMENT TERMS

 

3.1.         JVC shall pay Supplier the monthly price equal to the result of the following formula:

 

Monthly fee [R$] = C’e x (15,6 x Inflation Index)/1000

 


 

Where:

·      C’e is the measured consumption of electricity [KWh]

·      Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment.

 

3.2.         The monthly price shall be paid by JVC to Supplier within fifteen (15) days as of the delivery of the relevant invoice to JVC.

 

3.3.         Services invoicing will start (i) on January 1st 2008 or (ii) when the Agéncia Nacional de Energia Elétrica — XXXXX grants the appropriate authorizations and the fiscal authorities grant the required regime especial in order to allow JVC and Supplier to jointly generate electric power with the Energy Infrastructure, whichever between (i) and (ii) occurs later.

 

3.4.         All taxes and duties that arise (and may arise in the future) as a result of Supplier’s performance of its obligations under this Agreement are not included in the formulas above. Those taxes and duties (excepting income taxes) shall be included in the invoices to be paid by JVC.

 

3.4.1.      The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between Supplier and Xxxxxxxx Louveira Ltda.

 

3.5.         JVC will be directly invoiced by COMGAS for its share in natural gas required for the operation of the Energy Infrastructure, and its responsible for paying such invoice.

 

3.5.1.      JVC’s share in the natural gas consumption will be equal to forty percent (40%) of the total gas consumed by this Energy Infrastructure.

 

3.5.2.      Every month, the Supplier will verify if the JVC’s actual gas consumption was indeed equal to 40% of the total gas consumed by the Energy Infrastructure. If not, Supplier and JVC shall settle the difference, upwards or downwards, between the following formula and the natural gas directly invoiced by COMGAS to JVC:

 

Monthly gas cost [R$] = Ce x 107.1 x (G/Ge))/1000

 

Where:

·      C’e is the measured consumption of electricity [KWh]

·      Ge is the 2006 year average gas specific price expressed in R$/m3 allocated to the paper mill, taxes excluded

·      G is the monthly gas specific price expressed in R$/m3, allocated to the paper mill taxes excluded

·      The gas specific prices expressed in R$/m3 are considering the gross calorific power of 9,400 kcal/m3, according to current contract conditions of COMGAS. In case the gross calorific power changes, then a new gas specific price will be accounted corrected by the gross calorific power deviation, as long as it is in line with COMGAS’ prevailing contract terms.

 

3.5.3       In case COMGAS is able to monthly adjust JVC’s natural gas invoice so as to reflect JVC’s actual share of natural gas consumption, then the adjustment provision in clause 3.5.2 will not be applicable.

 

4.             TERM AND TERMINATION

 

4.1.         This Agreement shall enter into force on the date Supplier and JVC become co-owners of the Energy Infra-Structure and shall remain in effect for as long as a certain Utilities Supply Agreement also executed by the Parties remains in force, during which the Services shall

 


 

be rendered with exclusivity by Supplier.

 

4.2.         This Agreement shall be automatically terminated in the event of termination of the Utilities Supply Agreement.

 

4.3.         In the event each of the Parties early terminates this Agreement, without just cause, or in the event JVC breaches the exclusivity granted herein, the breaching Party shall pay to the innocent Party the losses and damages incurred by the latter.

 

5.             FORCE MAJEURE

 

5.1.         Performance by Supplier and/or JVC under this Agreement may be suspended or curtailed without liability to the other party to the extent, and for so long as any event which is not reasonably foreseeable or, if reasonably foreseeable, is beyond the control of the party claiming suspension, and, in either case, prevents total or partial performance by such party of its obligations under this Agreement (a “Force Majeure Event or Events”), including but not limited to lightning, typhoons, fires, floods, earthquake or other acts of nature, explosions, wars, acts of vandalism and strikes.

 

5.2.         Any delay, limitation or failure of performance due to one or more Force Majeure Event(s) shall not be deemed a breach of or failure to perform under this Agreement or any part hereof and this Agreement shall otherwise remain unaffected; provided, that the party so prevented from complying with its obligations hereunder shall (i) promptly verbally notify the other party as soon as practical but not later than 1 (one) day after the respective party becomes aware of the Force Majeure Event(s), and (ii) within 5 (five) days from the Force Majeure Event, confirm such notice in writing, including all particulars of the Force Majeure Event(s), such as but not limited to, the best estimate of the term of such Force Majeure Event(s), and the parties shall meet as promptly as practicable to discuss the circumstances and potential solutions to such Force Majeure Event, including mitigation of such Force Majeure Event. The party affected by a Force Majeure Event shall exercise its best efforts to mitigate or cure such Force Majeure Event as quickly as possible and shall keep the other party fully informed as to such mitigation and cure efforts.

 

6.             PROPRIETARY INFORMATION

 

6.1.         JVC shall consider all information furnished by Supplier to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Agreement, unless written consent is obtained from Supplier authorizing disclosure.

 

6.2.         The confidential obligation of this Section 6 shall not be applicable in the occurrence of the following events (combined or not):

 

(a)           Information was in the public domain prior to its disclosure, except by the recipient’s wrongful act; or

 

(b)           Information proven by the recipient party that it was in its possession prior to receipt thereof from the disclosing party; or

 

(c)           Information received by any party from a third party having no obligation of secrecy with respect thereof, or

 

(d)           Information disclosed by force of a judicial or arbitration determination.

 


 

7.             INDEPENDENT CONTRACTOR

 

7.1.         Nothing contained in this Agreement shall create or be deemed to create the relationship of employer and employee between Supplier and JVC. Except as specifically and explicitly provided in this Agreement, and subject to and in accordance with the provisions hereof, no Party to this Agreement is now, shall become, or shall be deemed to be an agent or representative of the other Party hereto. Except as herein explicitly and specifically provided, neither Party shall have any authority or authorization, of any nature whatsoever, to speak for or bind the other Party to this Agreement.

 

7.2.         Supplier has the exclusive and total liability related to labor and social security liability that may result from the provision of this Agreement. The parties hereby agree that there will be no joint or secondary liability of JVC with respect to any claims that may be filed by employees of Supplier or its subcontractors. Supplier shall answer any labor claims that may be filed by its employees and the employees of its subcontractors. JVC shall have not reparation obligation relating to any assessment, administrative proceeding, or labor claim that may be filed by an employee of Supplier or an employee of a subcontractor to Supplier.

 

7.3.         Supplier shall reimburse JVC for any and all cost and losses incurred in its defense against any judicial lawsuits and administrative proceedings exclusively in connection with 7.2 above, including without limitation to, legal fees, court fees and judicial or extrajudicial expenses. Such reimbursement shall be made within no later than 30 (thirty) days as of the date on which Supplier receives the request of the JVC in this regard.

 

8.             MISCELLANEOUS

 

8.1.         This Agreement constitutes the entire agreement between the Parties regarding the supply of the Services. Any provision of this Agreement may only be amended or waived if through written form and signed by both Parties hereto.

 

8.2.         No failure or delay in exercising any right, power or privilege hereunder will be considered as a waiver thereof, nor will any single or partial exercise thereof prevent the future exercise thereof or the exercise of any other right, power or privilege. The rights and legal measures set forth herein will be cumulated and will not prevent any other rights or legal measures set forth in the law or in this Agreement.

 

8.3.         All notices and communications required or allowed pursuant to this Agreement, will be made in written form, and will be sent by registered mail, by fax (receipt confirmed) or e-mail (receipt confirmed), to the addresses stated in the preamble of this Agreement.

 

8.4.         This Agreement shall be governed and construed by the laws of the Federative Republic of Brazil. The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If, within 30 (thirty) days of the receipt by Supplier or JVC of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

8.5.         The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be in the City of Sâo Paulo, Brazil, and it shall be conducted in the English language, provided that either Supplier or JVC, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

8.6.         The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall be appointed by the ICC. The first two arbitrators appointed in accordance with this provision

 


 

shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint an arbitrator, within 30 days after the ICC ha notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fail to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

8.7.         The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of Sâo Paulo, State of Sâo Paulo, excluding any other, however, privileged it may be. In addition to the authority conferred in the arbitration tribunal by the ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

8.8.         The arbitral award shall be in writing, state and reasons for the award, be final and binding on the parties, and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the true expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

 

IN WITNESS WHEREOF, the parties hereto do execute this Agreement on the date below, in the presence of the two undersigned witnesses.

 

Sâo Paulo, [DATE]

 

 

VOTORANTIM CELULOSE E PAPEL X.X.

 

 

XXXXXXXX JACAREÍ PAPEIS ESPECIAIS S.A.

Witnesses:

 

1.

 

 

2.

 

 

Name:

 

 

Name:

 

ID:

 

 

ID:

 


 

Annex D
Procurement Agreement

 


 

ANNEX D

 

 

PROCUREMENT AGREEMENT

 

by and between

 

Votorantim Celulose e Papel S.A.

 

and

 

Xxxxxxxx Jacareí Indústria de Papéis Especiais S.A.

 

 

 


 

PROCUREMENT AGREEMENT

 

By this PROCUREMENT AGREEMENT (this “Agreement”) dated                      between, on one side, Votorantim Celulose e Papel S.A., with head offices in São Paulo, State of São Paulo, at Alameda Santos. 1357, 6th floor, registered with CNPJ/MF under no. 60.643.228/0001-21, herein represented in accordance with its by-laws (“VCP”), and, on the other side, Xxxxxxxx Jacareí Indústria de Papéis Especiais S.A., a corporation (sociedade anónima) organized under the laws of the Federative Republic of Brazil, with head offices in Jacarei, State of São Paulo, at [address], registered with CNPJ/MF under no.                                               , herein represented in accordance with its articles of association (“JVC”) (hereinafter jointly referred to as “Parties”)

 

RECITALS

 

WHEREAS, VCP has a well organized and experienced Procurement Department, that handles all the purchases of services and materials for VCP;

 

WHEREAS, the JVC wishes to profit from such organization and experience, and therefore wishes to hire VCP to handle all of the JVC’s procurement needs;

 

WHEREAS, VCP wishes to provide such procurement services to the JVC.

 

NOW, THEREFORE, the parties do agree as follows:

 

1.             DEFINITIONS

 

1.1.          The following terms, as used herein, shall have the following meaning:

 

“Agreement” means this Procurement Agreement and all the schedules and exhibits hereto attached.

 

“ICC” means the International Chamber of Commerce.

 

“Vendor List” means the current list of vendors approved by VCP

 

2.             PROCUREMENT APPOINTMENT

 

2.1.          Pursuant to the terms of this Agreement, the JVC hereby appoints VCP as responsible for the procurement and acquisition of all materials and services (o her than utilities) required by the JVC, making use of VCP’s existing organizational structure. VCP shall use its reasonable best efforts to ensure that the JVC at all times gets as favorable as possible prices,

 

2


 

delivery terms and conditions, and that the JVC does not buy at less favorable prices, delivery terms and conditions than those applicable to VCP for similar products and services.

 

2.2.          VCP shall be the exclusive provider of procurement services for the JVC as of this date and until December 31, 2007.

 

2.3.          As of January 1, 2008, the JVC shall be allowed to negotiate and purchase services and materials directly from third parties and using its own personnel, provided that JVC gives VCP a 30-day prior written notice informing the product that it will no longer require VCP to procure for the JVC.

 

3.             PROCUREMENT PROCEDURES

 

3.1.          VCP’s Procurement Department shall have access to JVC’s SAP system so as to be constantly informed of the JVC’s procurement requirements generated by the materials and services purchasing schedule.

 

3.2.          Items needed by both VCP and the JVC shall be purchased in a single transaction, and the deliveries shall be segregated and invoiced by the supplier in the manner required by each of VCP and the JVC.

 

3.2.1. All materials and services purchased for the JVC shall be delivered at the JVC’s premises.

 

3.3.          All the purchases shall be carried out by VCP’s Procurement Department, and shall be supported by a Requisiçáo de Compra (“RC”) issued by the JVC and duly cleared by all managerial levels within the JVC’s SAP.

 

3.4.          The formalization of the purchase process shall be made through the issuance of a Programa de Remessa (“PR”), an Acordo de Fornecimento (“AF”) or a Pedido de Compra (“PC”) issued by VCP’s Procurement Department.

 

3.5.          In the specific case of purchases of raw materials, packaging and supplies, the JVC shall generate a spreadsheet based on JVC’s consumption of the items requested in the 12 month period preceding the request, in which VCP’s Procurement Department shall make available through the JV’s SAP a PR or an AF to be used by the material planning department according to JVC’s needs according to the conditions provided for in such documents and negotiated in advance with the suppliers.

 

3.6.          The AF for replacement and maintenance materials shall also be executed by VCP’s Procurement Department, taking into consideration marketing factors and interests of the JVC, and made available in the SAP system of the JVC for its use according to its needs.

 

3.7.          All purchases shall be submitted to the usual price quotation process, in accordance with VCP’s operational procedure described in Exhibit 3.7 hereof (PO.03.02.001-Compras). Such price quotation process shall be carried out prior to the purchases; and the documents generated by such process shall be filed with VCP (electronically or otherwise) for a period of 12 months, and made available to JVC for auditing upon request during such period.

 

3


 

3.7.1.       VCP shall make all the purchase documents available to the JVC SAP system according to the limits proposed by VCP’s Integrated Logistics General Management — GGLI and duly approved by VCP’s Officers. Should there be any increase or decrease in the prices after the purchase documents are issued, then the new prices shall be again approved according to the limits of the decision-makers involved in the original purchase.

 

3.8.          VCP’s Procurement Department shall only purchase materials and services previously selected and certified by the JVC, according to the criteria defined in Exhibit 3.8 hereof (PO.03.02.005-homologação de Fornecedores VCP).

 

3.9.          Every purchase of materials and services shall abide to the technical specifications and the quality criteria established in writing by the JVC and informed to VCP’s Procurement Department. In the case of technical services that require a more detailed technical specification, the JVC shall provide VCP’s Procurement Department with additional information that enable VCP’s Procurement Department to evaluate and certify the technical specifications and quality of the final product of the supplier.

 

3.10.        All purchases to be made pursuant formal supply agreements shall be previously analyzed and agreed by VCP’s Procurement Department together with VCP’s Contract Management, Legal, Employee Relationship Consultancy and Supply departments, as well as the individuals appointed by the JVC, should there be any. Once the terms of such agreements are approved by the above mentioned departments, as well as the individuals appointed by the JVC, should there be any, they shall be executed jointly by the JVC’s legal representatives and VCP’s GGLI or Officers.

 

3.11.        All purchases of services hereunder shall be formalized in a written agreement, based on VCP’s corporate policies as defined in Exhibit 3.11 hereof (PC.01.012-Contratação de Provedores).

 

3.12.        The JVC shall be allowed to perform an audit (of the purchases made by the JVC through VCP’s procurement services rendered hereunder) with a quarterly frequency as well as upon request, at its expense, either by using its own personnel or by using a first rate independent auditing firm.

 

3.13.        Purchases of materials and services from foreign suppliers shall obey the same principles and procedures applicable to purchases from Brazilian suppliers, but take into consideration the laws and regulations in force for such type of purchase.

 

3.14.        JVC shall at all times inform VCP of all JVC’s safety requirements in force.

 

4.             COMPENSATION

 

4.1.          For the procurement services hereunder, JVC shall pay VCP a monthly fee in an amount in Reals equal to the result of the following formula:

 

V  =  [

(  PJVC  )

  x  TC ]

 

 

PVCP

 

 

 

4


 

Where:

 

V = total fee to be paid by JVC to VCP

PJVC = volume of purchase made by VCP for JVC

PVCP = total volume of purchases made by VCP (including purchases for JVC)

TC = monthly fixed cost of VCP’s Procurement Department

 

4.2.          The formula shall be applied every three months as of this date, and the result thereof shall be the amount to be billed in the following three months, provided that any adjustments due to VCP or the JVC based on actual volume of procurement, shall be settled in the form mutually accepted by the parties. For purposes of billing in the first three months of this Agreement, VCP and JVC agree to fix a fee of R$40,000 (forty thousand Brazilian Reals), which shall be subject to the aforementioned revision at the end of the first quarter following the date of execution of this Agreement.

 

4.3.          All taxes and duties that arise (and may arise in the future) as a result of VCP’s performance of its obligations under this Agreement are not included in the compensation set forth above. Those taxes and duties (excepting income taxes) shall be included in the invoices to be paid by JVC to VCP.

 

4.3.1.       The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between VCP and Xxxxxxxx Xxxxxxxx Ltda.

 

5.             BILLING

 

5.1.          VCP’s Procurement Department shall issue a monthly invoice to the JVC.

 

5.2.          All invoiced amounts by VCP to JVC shall be payable within 30 (thirty) days following the date of the invoice. All amounts invoiced shall be in Brazilian Reais, plus applicable taxes.

 

5.3.          Each of the Parties shall bear its own tax liabilities if and when any of the Parties are required to pay such taxes in accordance with the applicable legislation.

 

6.             AFs and PRs Renewals

 

6.1.          VCP’s Procurement Department shall give written notice to the JVC of the expiration of the Afs and PRs at least two months prior to the end of their validity date. Within 10 days following the receipt of such notice, the JVC shall inform VCP, in writing, whether it wishes to renew such agreements or not.

 

6.2.          In case the JVC wishes to renew such agreements, VCP’s Procurement Department shall hold a bid among the other JVC’s qualified suppliers. If there is only one qualified supplier, then the JVC together with VCP’s Procurement Department shall develop a new Vendor List with new supply alternatives within a period to be agreed by the parties, so as to improve competition.

 

5


 

7.             TERM AND TERMINATION

 

7.1.          This Agreement shall enter into force on this date and shall remain in effect for 2 (two) years, automatically renewable for additional 1 (one) year periods, unless if (i) either party notifies the other to the effect that it does not wish to renew this Agreement, up to 6 (six) months prior to the date of automatic renewal, or (ii) early terminated as provided for hereunder.

 

7.2.          This Agreement may be early terminated:

 

(a)   by either party, if the other party is in breach of any material obligation of this Agreement which is not cured within 15 (fifteen) days after delivery of a written notice of such breach by the non-defaulting party;

 

(b)   by either party, in the event the other party has its bankruptcy adjudicated by final unappealable court decision, files for debt rehabilitation, initiates winding-up or liquidation proceedings, or presents evidence of insolvency, under the terms of Article 955 of the Brazilian Civil Code;

 

(c)   by VCP, if JVC fails to request VCP to procure, in any given month, at least 60% (sixty percent) of the average of products and/or services procured by VCP for JVC in the previous three (3) months; and

 

(d)   by either party, if the Force Majeure Event(s), as defined in clause 8.1 below, lasts longer than 30 (thirty) consecutive days as of the receipt of the written notice from the party declaring such Force Majeure Event(s) as provided in clause 8.2. without any burden or penalties of any of the Parties.

 

8.             FORCE MAJEURE

 

8.1.          Performance by VCP and/or JVC under this Agreement may be suspended or curtailed without liability to the other party to the extent, and for so long as any event which is not reasonably foreseeable or, if reasonably foreseeable, is beyond the control of the party claiming suspension, and, in either case, prevents total or partial performance by such party of its obligations under this Agreement (a “Force Majeure Event or Events”), including but not limited to lightning, typhoons, fires, floods, earthquake or other acts of nature, explosions, wars, acts of vandalism and strikes.

 

8.2.          Any delay, limitation or failure of performance due to one or more Force Majeure Event(s) shall not be deemed a breach of or failure to perform under this Agreement or any part hereof and this Agreement shall otherwise remain unaffected; provided, that the party so prevented from complying with its obligations hereunder shall (i) promptly verbally notify the other party as soon as partical but not later than 1 (one) day after the respective party becomes aware of the Force Majeure Event(s), and (ii) within 5 (five) days from the Forec Majeure Event, confirm such notice in writing, including all particulars of the Force Majeure Event(s), such as but not limited to, the best estimate of the term of such Force Majeure Event(s), and the parties shall meet as promptly as practicable to discuss the circumstances

 

6


 

and potential solutions to such Force Majeure Event, including mitigation of such Force Majeure Event. The party affected by a Force Majeure Event shall exercise its best efforts to mitigate or cure such Force Majeure Event as quickly as possible and shall keep the other Party fully informed as to such mitigation and cure efforts.

 

9.             PROPRIETARY INFORMATION

 

9.1.          Each of the Parties shall consider all information furnished by the other Party as a result of the performance of this Agreement to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Agreement, unless written consent is obtained from the Party who has first disclosed the information.

 

9.2.          The confidential obligation of this Section 9 shall not be applicable in the occurrence of following events (combined or not);

 

(a)           Information was in the public domain prior to its disclosure, except by the Recipient’s wrongful act; or

 

(b)           Information proven by the Recipient party that it was in its possession prior to receipt thereof from the Disclosing Party;

 

(c)           Information received by any Party from a third party having no obligation of secrecy with respect thereof; or

 

(d)           Information disclosed by force of a judicial or arbitration determination.

 

10.          INDEPENDENT CONTRACTOR

 

10.1.        Notwithstanding the fact that VCP is a quotaholder of the JV. VCP shall not be deemed hereunder to be a joint venture partner and shall be an independent contractor to JVC. Nothing contained in this Agreement shall create or be deemed to create the relationship of employer and employee between VCP and JVC. Except as specifically and explicitly provided in this Agreement, and subject to and in accordance with the provisions hereof, no party to this Agreement is now, shall become, or shall be deemed to be an agent or representative of the other party hereto. Except as herein explicitly and specifically provided, neither party shall have any authority or authorization, of any nature whatsoever, to speak for or bind the other party to this Agreement.

 

10.2.        VCP has the exclusive and total liability related to labor, tax, and social security liability that may result from the provision of this Agreement. The parties hereby agree that there will be no joint or secondary liability of JVC with respect to any claims that may be filed by employees of VCP or its subcontractors. VCP shall answer any labor claims that may be filed by its employees and the employees of its subcontractors. JVC shall have not reparation obligation relating to any assessment, administrative proceeding, or labor claim that may be filed by an employee of VCP or an employee of a subcontractor to VCP.

 

7


 

11.          ENTIRE AGREEMENT

 

11.1.        This Agreement and its exhibits as referenced in the Agreement constitute the entire agreement between the Parties regarding the matters agreed herein.

 

12.          WAIVER; AMENDMENT

 

12.1.        No failure or delay in exercising any right, power or privilege hereunder will be considered as a waiver thereof, nor will any single or partial exercise thereof prevent the future exercise thereof or the exercise of any other right, power or privilege. The rights and legal measures set forth herein will be cumulated and will not prevent any other rights or legal measures set forth in the law or in this Agreement.

 

12.2.        Any provision of this Agreement may only be amended or waived if through written form and signed by both parties hereto.

 

13.          NOTICES

 

13.1.        All notices and communications required or allowed pursuant to this Agreement, will be made in written form, and will be sent by registered mail, by fax (receipt confirmed) or e-mail (receipt confirmed), to the addresses first informed above.

 

14.          GOVERNING LAW

 

14.1.        This Agreement shall be governed and construed by the laws of the Federative Republic of Brazil.

 

(a)           The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If within 30 (thirty) days of the receipt by VCP or JVC of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

(b)           The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be in the City of São Paulo, Brazil, and is shall be conducted in the English language, provided that either VCP or JVC, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

(c)           The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall

 

8


 

be appointed by the ICC. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint an arbitrator, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fail to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

(d)           The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of São Paulo. State of São Paulo, excluding any other, however privileged it may be, in addition to the authority conferred in the arbitration tribunal by the ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

(e)           The arbitral award shall be in writing, state the reasons for the award, be final and binding on the parties and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the True expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

 

IN WITNESS WHEREOF, the parties hereto do execute this Agreement on the date below, in the presence of the two undersigned witnesses.

 

Sāo Paulo,

 

 

Votorantim Celulose e Papel X.X.

 

 

Xxxxxxxx Jacareí Indústria de Papéis Especiais S.A.

 

 

Witnesses:

 

1.

 

 

 

 

 

 

 

2.

 

 

 

 

9


 

Exhibit 3.7 to Annex D

 

VCP - CORPORATE

 

Code

 

PO.03.02.001

Operational Standard

 

Revision

 

10

Title:

 

Area

 

Procurement

PROCUREMENT

 

 

 

 

 

1.        OBJECTIVE / EXPECTED OUTCOMES

 

Establish procedures for the procurement process, ensuring its quality and reliability.

 

2.        DEFINITIONS

 

2.1 -               ABBREVIATIONS

 

RC - Request for purchase.

 

PC - Purchase order.

 

SC - Request for quotation.

 

PO - Purchase order.

 

AF - Supply agreement.

 

PR - Shipping schedule.

 

DC - Procurement document.

 

e-VCP - Supplies B2B e-commerce platform

 

2.2 -               REQUEST FOR PURCHASE (RC)

 

Electronic document filled out and approved via SAP requesting a purchase to the Supplies department.

 

2.3 -                REQUEST FOR QUOTATION (SC)

 

Document issued in order to obtain and register the values proposed for the supply of materials or services.  The quotes requested by VCP can be sent electronically in a PDF file or in a password-protected file, and via e-VCP.

 

2.4 -              PURCHASE ORDER (PC)

 

Document requesting a purchase to the suppliers (domestic market), containing all the information necessary so that the supplier can deliver the material/service according to our needs.

 

2.5 -                PURCHASE ORDER (PO)

 

Document requesting a purchase to the suppliers (import), containing all the information necessary so that the supplier can deliver the material according to our needs.

 

Prepared by:

Xxx Xxxxxxxx Xxxxxxxxx Xxxxxx

 

Confidentiality:

Internal Business Use

 

Approved by:

Xxxxxxx Xxxxx Xxxxx

 

1


 

2.6 -                SUPPLY AGREEMENT

 

Document containing a price list of materials or services that may be. It does not imply a formal commitment to purchase, but its purpose is to simplify the consumption expectation process.

 

2.7 -                SHIPPING SCHEDULE

 

Document with the same characteristics of the Purchase Order to be used in situations where deliveries occur frequently and in quantities and delivery dates that are established over time. Its purpose is to simplify the repetitive purchasing process of raw materials, packaging, and supplies.

 

2.8 -                PROCUREMENT DOCUMENT

 

Designation for Purchase Order, Supply Agreement, Shipping Program, or Legal Contract.

 

2.9 -        e-VCP

 

An electronic portal for B2B (Business to Business) supplies transactions, that is connected to the SAP system. Its scope of action is determined by the number of suppliers qualified by VCP that have the Internet available to operate.

 

3.        OPERATIONS

 

3.1 -            CONDITIONS AND MATERIALS REQUIRED

 

3.1.1 - MATERIALS AND EQUIPMENT

 

Not applicable.

 

3.1.2 - SAFETY / ENVIRONMENT

 

Not applicable.

 

3.1.3 - OTHERS

 

SAP system available and Internet operating.

 

3.2 -            DESCRIPTION OF ACTIVITIES

 

3.2.1 -       PURCHASE OF MATERIALS OR SERVICES

 

a)         PROCESS FOR GETTING A QUOTE

 

a.1 -               The buyer receives a previously approved electronic RC and runs a critical analysis on it comparing the RC requirements with the material/service specifications, making sure that it allows for the quotation process.

 

2


 

 

NOTE 1:            For the supply agreement and shipping schedule, the buyer receives from the producing unit a spreadsheet of consumption materials of the previous period or identifies purchasing opportunities.

 

a.2 -               All purchases must have at least three quotations, except in the following situations:

 

1)    The supplier is chosen for its technical qualification by the requesting area, which means that the supplier’s specific code is stated on the material’s description.

 

2)    The supplier has a corporate agreement with the Votorantim Group.

 

3)    ZU type RCs - urgent requests for purchase at which time the quotation becomes optional.

 

NOTE 2:            The choice of a supplier that does not submit the best price should be formally justified by the area and manager responsible.

 

NOTE 3:            The quotation process should have the following supporting documentation:

 

1)    Electronic file (SAP: e-Votorantim or own control file) or

 

2)    Documents proving the information of the supplier that participated in the bidding process.

 

 

b) CREATION AND APPROVAL OF PURCHASE DOCUMENT

 

b.1. -           The buyer creates an electronic procurement document in SAP (PC - ME21N, AF - ME31K, or PR - ME31L) with reference to the SC, RC, spreadsheets of consumption, or model document.

 

b.2 -              Buyers issue procurement documents in SAP according to PO.03.02.001 (Procurement) in compliance with the Tolerance caps as stated in LT.03.02.027.

 

b.3 -              The procurement document is approved electronically in the system in accordance with the criteria defined in PC.00.009.

 

NOTE 4:            When there is a renegotiation with the supplier and/or correction of any differences that change the value of the document, the original strategy will be displaced and a new approval process will be started for the PC/AF, or PR.

 

NOTE 5:            When there is a surplus greater than that established by LT.03.02.027, the buyer must ask the requester to issue a new RC - Request for Purchase, which once approved according to procedure rules, should be included in the Procurement Document in order to rectify the surplus.

 

NOTE 6:            If the requester does not approve the surplus, it should be returned to the supplier upon receipt by means of a Return Invoice issued by the physical/fiscal receipt area.

 

3


 

NOTE 7:               The administration of the ICMS, IPI, and Replacement Tax exception tables is restricted to the Tax Department. For new additions or changes, the buyers should notify the Tax Department, which analyzes the Agreements and updates the table in accordance with legislation.

 

c)         DISTRIBUTION OF PROCUREMENT DOCUMENTS (DC)

 

c.1 -                When printing procurement documents, the system automatically sends them to the supplier via e-VCP, or they can be sent via fax or mail when necessary.

 

c.2 -                For cases of Purchase Orders, the PO should be issued and sent to its supplier and to the customs clearance agent.

 

d)        SUPPLY AGREEMENTS / SHIPPING SCHEDULES

 

d.1 -               The buyer agrees with the supplier on the commercial terms as well as the forecast of purchase/consumption of the materials/services.

 

d.2 -               The contract manager issues the purchase order based on the supply agreement, and for the shipping schedule the system suggests the division, which is released by the materials scheduler according to the unit’s need.

 

d.3 -               Shipping schedules cannot be issued for items considered to be in development (DMP - samples). Purchase orders must be issued in these cases.

 

e)         UPDATING SHIPPING SCHEDULES / SUPPLY AGREEMENTS

 

The shipping schedules and supply agreements are checked as for their validity date and commercial terms and are updated in the SAP system accordingly.

 

f)           CHANGING THE SUPPLIERS’ LEGAL NAME

 

When there is change in the legal name of a controlled supplier, the buyer must request the unit to revise its respective list of qualified suppliers.

 

3.3 -                ACTIONS IN CASE OF ABNORMALITIES

 

Problems with SAP: SAP help desk.

 

3.4 —       INDICATORS

 

Not applicable

 

4.        ANNEXES

 

Annex 1 - Flowchart of simplified purchase process via e-VCP.

 

4


 

ANNEX 1

 

FLOWCHART OF SIMPLIFIED PURCHASE PROCESS VIA e-VCP

 

 

5


 

ANNEX 1

 

FLOWCHART OF SIMPLIFIED PURCHASE PROCESS VIA e-VCP

 

 

6


 

Exhibit 3.8 to Annex D

 

VCP - CORPORATE

 

Code

 

PO.03.02.005

Operational Standard

 

Revision

 

11

Title:

 

Area

 

GGLI/Supplies

APPROVAL OF VCP SUPPLIERS

 

 

 

 

 

1. OBJECTIVE/EXPECTED OUTCOMES

 

Define a system for approving VCP suppliers, taking into account the risks associated with this supply (financial, labor, technical, social, safety, environmental, and commercial).

 

Ensure risks related to such supply are identified and mitigated so as not to compromise the quality of VCP’s final product.

 

2. DEFINITIONS

 

RHF - Request for Approval of Suppliers (FO.03.02.004).

 

RRHF - Request for Re-approval of Suppliers (FO.03.02. 027).

 

3. OPERATIONS

 

3.1 - CONDITIONS AND MATERIALS REQUIRED

 

3.1.1 - MATERIALS & EQUIPMENT

 

Not applicable.

 

3.1.2 - SAFETY & ENVIRONMENT

 

Not applicable.

 

3.1.3 - OTHERS

 

a)     SAP system available, DOL (documents online) system and document scanning Software.

 

b)      Suppliers considered as strategic and that require approval are those that fall into at least one of the following cases:

 

b.1 -     Suppliers with amounts received from VCP with a history of more than R$ 1MM (one million reais) in a year.

 

b.2 -     Suppliers controlled by Technical Lists and from the plants and the logistics department, including the sale of scrap.

 

b.3 -     Listed engineering suppliers (vendor list)

 

b.4 -     Service providers

 

b.5 -     Suppliers based on users demand

 

c)       The following categories will not require approvals:

 

c.1 - Banks, State Enterprises, Votorantim Group Companies, Consulting Companies, and Electric Power Companies.

 

1


 

d) CONDITIONS

 

All approval requests should be sent first to the Supplies Support Team, including Transportation Services.

 

All technical evaluations rated as HIGH RISK in their final assessments shall be reassessed and shall be disapproved if the rating is not lowered.

 

e)        DOCUMENTATION NEEDED FOR INITIAL ASSESSMENT AND REASSESSMENTS BY ACTIVITY

 

e.1 -         Suppliers of raw materials, inputs, packaging, and measurement and calibration services (Manufacturing and Forestry):

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

Balance Sheet of the last two years or Annex 1 completely filled out (when there is no balance sheet) and SCI and Credit Report (SERASA).

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

NO

 

N.A.

 

NO

 

N.A.

Social Responsibility Assessment

 

YES

 

FO.03.02.026

 

YES

 

FO.03.02.026 filled out

Technical & Quality Assessment (**)

 

YES

 

Certificates or Checklist (FO.03.02.002) or Brief of development approved by the unit.

 

YES

 

Certificate or Specific Checklist.

SST Assessment

 

NO

 

N.A.

 

NO

 

N.A.

Environmental Assessment

 

NO

 

N.A.

 

NO

 

N.A.

Commercial Assessment

 

YES

 

N.A.

 

YES

 

Note of performance appraisal in SAP

 

e.2 -       Suppliers of Internal Services (Industrial and Forestry): NOTE 1: This includes the People Transportation Service.

 

e.2.1 -         Permanent, frequent (more than 2 times/year) or long-term (more than 5 days).

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

Balance Sheet of the last two years or Annex 1 completely filled out (when there is no balance sheet) and SCI and Credit Report (SERASA).

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

YES

 

FO.01.03.002

 

YES

 

FO.01.03.002

Social Responsibility Assessment

 

YES

 

FO.03.02.0026

 

YES

 

FO.03.02.026

Technical & Quality Assessment (**)

 

YES

 

Certificates or Specific Checklist of area

 

YES

 

Certificate or Specific Checklist.

SST Assessment

 

YES

 

Specific Checklist and Certificates

 

YES

 

Certificate or Specific Checklist.

Environmental Assessment (*)

 

YES

 

Certificates or FO.03.02.010

 

NO

 

N.A.

Commercial Assessment

 

YES

 

N.A.

 

YES

 

Note of performance appraisal in SAP

 

(*) Only for Waste Collection and Disposal.

 

2


 

e.2.2 -           Services that are not Permanent, only once in a while (up to 2 times/year) or of short duration (up to 5 days)

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

SCI and SERASA

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

YES

 

Specific form for area FO.01.03.002

 

YES

 

FO.01.03.002

Social Responsibility Assessment

 

NO

 

N.A.

 

YES

 

FO.03.02.026

Technical and Quality Assessment (**)

 

NO

 

N.A.

 

NO

 

N.A.

SST Assessment

 

YES

 

Checklist, Certificates.

 

YES

 

Checklist & Certificates

Environmental Assessment (*)

 

YES

 

Certificates or form FO.03.02.010 filled out

 

NO

 

N.A.

Commercial Assessment

 

YES

 

N.A.

 

NO

 

N.A.

 

(*) Only for Waste Collection and Disposal

 

e.3 - Suppliers of Materials with contract and Equipment:

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

Balance Sheet of last 2 years or Annex 1 filled out (when there is no Balance Sheet) and SCI and SERASA.

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

NO

 

N.A.

 

NO

 

N.A.

Social Responsibility Assessment

 

YES

 

FO.03.02.026

 

YES

 

FO.03.02.026 filled out

Technical and Quality Assessment (**)

 

YES

 

Certificates or Specific Checklist of area.

 

YES

 

Certificate or Checklist

SST Assessment

 

NO

 

N.A.

 

NO

 

N.A.

Environmental Assessment (*)

 

NO

 

N.A.

 

NO

 

N.A.

Commercial Assessment

 

YES

 

N.A.

 

YES

 

Note of supplier’s performance appraisal in SAP.

 

e.4 - Providers of Transportation Services:

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

Balance Sheet of last 2 years or Annex 1 filled out (when there is no Balance Sheet) and SCI and SERASA

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

YES

 

FO.01.03.002

 

YES

 

FO.01.03.002

Social Responsibility Assessment

 

YES

 

FO.03.02.026

 

YES

 

FO.03.02.026

Technical and Quality Assessment (**)

 

YES

 

Certificates or Specific Checklist of area.

 

YES

 

Certificate or Checklist

SST Assessment

 

YES

 

Checklist or Certificates

 

YES

 

Checklist & Certificates

Environmental Assessment (*)

 

YES

 

Applicable License and Registrations

 

YES

 

Applicable license and services

Commercial Assessment

 

YES

 

N.A.

 

YES

 

N.A.

 

3


 

e.5 - Suppliers (Clients) of Scrap (Sale of scrap, waste, savings, etc.)

 

 

Activity

 

Evaluation

 

Documentation

 

Revaluation

 

Documentation

Financial Assessment

 

YES

 

Balance Sheet of last 2 years or Annex 1 filled out (when there is no balance sheet) and SCI and SERASA

 

YES

 

SCI and SERASA

Legal/Labor Assessment

 

YES

 

FO.01.03.002

 

NO

 

N.A.

Social Responsibility Assessment

 

YES

 

FO.03.02.026

 

YES

 

FO.03.02.026

Technical and Quality Assessment (**)

 

YES

 

Certificates or Specific Checklist of area.

 

YES

 

Certificate or Checklist

SST Assessment

 

YES

 

Checklist or Certificates.

 

NO

 

N.A.

Environmental Assessment (*)

 

YES

 

Applicable License & Registrations

 

YES

 

Applicable license and services

Commercial Assessment

 

YES

 

N.A.

 

NO

 

N.A.

 

3.2 - DESCRIPTION OF ACTIVITIES

 

3.2.1 - PROCESS

 

For the suppliers that must be approved, the buyer can only place an order, shipping schedule, or supply arrangement for those that have an RHF or RRHF in progress or that have a signature from the General Manager.

 

The approval and revaluation process shall follow the flowchart (Appendix 2).

 

a) DEADLINES

 

a.1 - ACTIVITIES

 

All assessments (Financial, Legal/Labor, Social Responsibility, Technical & Quality, Occupational Health & Safety, Environmental, and Commercial) shall be completed within 45 (forty-five) calendar days.

 

a.2 - APPROVAL

 

Each final status of the RHF or RRHF (Pass or Fail) should keep to the following deadlines for re-approval:

 

a.2.1 - Passed: within 2 (two) years.

 

a.2.2 - Failed: CSC will be requested to block the supplier, but it may present the documentation required for a new approval at any time.

 

a.3 - CERTIFICATES

 

The suppliers controlled by Technical Lists and that have certificates with different validity than the approval of the RQF or RRQF should be requested 2 months after their termination date.

 

4


 

b) RESPONSIBILITIES

 

b.1 - ACTIVITIES

 

Assessment reports (Financial, Legal/Labor, Social Responsibility, Technical & Quality, Occupational Health & Safety, Environmental, and Commercial) are the responsibility of the area doing the evaluations according to Table 1 below.

 

Each area doing the evaluations should complete the report with a rating that represents the risk level VCP may face if deciding to buy from this supplier. In support of the rating, the area will submit a report justifying the analysis.

 

TABLE 1

 

ACTIVITIES

 

PERSON RESPONSIBLE FOR ANALYSIS

 

POSITION REVIEWED

Financial Assessment

 

Credit & Collection

 

Director / Manager / Analyst

Legal/Labor Assessment

 

Relationship with employees (corporate)

 

Lawyer / Analyst

Social Responsibility Assessment

 

Communication & Social Responsibility (Corporate)

 

Consultant

Technical & Quality Assessment

 

Requesting User / Supplies Support Team (*)

 

Managers / Coordinator

SST Assessment

 

Health & Safety (local and corporate)

 

Coordinator / Engineer / Technician / Assistant

Environmental Assessment

 

Environment (corporate)

 

Technician / Assistant

Commercial Assessment

 

Supplies (Category A and Central)

 

Manager / Coordinator / Buyer

Final approval of RQF or RRQF

 

Supplies Support Team

 

Coordinator

Information / Communication with suppliers

 

Supplies Support Team

 

Coordinator / Analyst / Assistant

 

(*)            If the Requesting User or person involved does not feel comfortable in doing the technical assessment, he/she should schedule in advance a meeting with technicians, specialists, or whoever is considered necessary for this assessment to be completed.

 

NOTE 2:         In order to avoid problems in contracting suppliers without approval, before sending Invitation Letters to suppliers, the area responsible for issuing the Letters should check with the Support Team the approval’s current status.

 

5


 

b.2 - APPROVAL

 

Every documentation from the supplier shall be the responsibility of the Supplies Support Team, as well as the opening of RHF, sending documentation to the responsible areas, following up on receipts, completing the process, and controlling indicators.

 

The Completion of the process, which means making the final decision to approve or not the supplier, is the responsibility of the Supplies Support Team and shall take into consideration the formula and conditions below:

 

 

Sum of Ratings Received

=

> 70% approved

 

Sum of Total of Maximum Ratings

< or = 70% not approved

 

If the supplier is not approved, but it is necessary to keep it as a supplier, the process will be referred to the Approval Committee.

 

The Committee meets twice a month and works in a collegiate format, which means that decisions are taken by consensus of all participants. Even if the summoned participants do not have a project to be submitted, they must contribute by participating in all Committees.  If they are unable to attend, they should send a representative. The Committee’s goal is to discuss the approval or not of suppliers who are currently providing services that are not adapted to be approved by the determined criteria, which means that they have some high risk rating or a total score below 70%. The table lists the participants summoned:

 

ASSESSMENT

 

DEPARTMENT

 

POSITION

· Technical

 

· Corporate Engineering

· Forestry

· Factory

 

· General Manager

· General Manager

· General Manager

· Financial

 

· Finance

 

· General Manager

· Commercial

 

· GGLI

 

· General Manager

· Manager

· Manager

· Legal

 

· Contract Management

 

· Manager

· Environment

· SST

· Social Responsibility

 

· DHO

· DHO

· DHO

 

· General Manager

· Consolidation

 

· Procurement

 

· Coordinator

 

c)  CONTROL

 

It is the responsibility of the Suppliers Support Team to issue  indicators for the monitoring of suppliers approval.

 

3.2.2 -            Approved suppliers are electronically linked to their materials through the system based on lists of suppliers approved according to PO.03.02.006, preventing purchases from suppliers that are not approved, and this activity is the responsibility of the managers of Technical Lists.

 

6


 

3.3 - ACTIONS IN CASE OF ABNORMALITIES

 

3.3.1 - Problems with SAP’s operations, contact Help Desk.

 

3.3.2 - Problems with access to scanned documents, contact Local IT department

 

3.4 - INDICATORS

 

All indicators are the responsibilities of the Supplies Support Team.

 

3.4.1 - RQFs finished in the month

 

3.4.2 - RQFs on hold, requesting necessary documents

 

3.4.3 - RQFs in progress

 

4. ANNEXES

 

Annex 1 - Financial Statement Report - Supplier Qualification — Financial Data

 

Annex 2 - Flowchart of Supplier Qualification and Re-Qualification Process

 

7


 

ANNEX 1

 

FINANCIAL STATEMENT REPORT - APPROVAL OF SUPPLIERS - FINANCIAL DATA

 

The suppliers management group will send this Statement to the Supplier if it lacks the Balance Sheet.

 

 

QUALIFICATION OF SUPPLIERS Sheet

 

 

FINANCIAL DATA

1

 

 

 

Company:

 

 

CNPJ:

 

RQF No.

 

 

ALL FINANCIAL DATA LISTED BELOW IS EXTREMELY IMPORTANT AND SHOULD BE FILLED OUT COMPLETELY FOR A BETTER FINANCIAL ASSESSMENT OF YOUR COMPANY SINCE THE BALANCE SHEET WAS NOT SUBMITTED NOR THE TRIAL BALANCE SHEET.

 

FINANCIAL STATEMENTS OF THE LAST THREE YEARS:

 

 

 

 

/   /

 

/   /

 

/   /

BALANCES:

 

 

 

 

 

 

BANKS

 

 

 

 

 

 

ACCOUNTS RECEIVABLE

 

 

 

 

 

 

INVENTORY

 

 

 

 

 

 

LONG-TERM RECEIVABLES/RIGHTS

 

 

 

 

 

 

PROPERTY, PLANT, & EQUIPMENT

 

 

 

 

 

 

SUPPLIERS

 

 

 

 

 

 

LOANS/FINANCING

 

 

 

 

 

 

TAXES PAYABLE

 

 

 

 

 

 

LONG TERM ACCOUNTS PAYABLE

 

 

 

 

 

 

NET WORTH

 

 

 

 

 

 

TOTAL:

 

 

 

 

 

 

FROM SALES

 

 

 

 

 

 

FROM PURCHASES

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

COST OF SALES

 

 

 

 

 

 

PROFIT / LOSS FROM OPERATIONS

 

 

 

 

 

 

NET PROFIT / LOSS

 

 

 

 

 

 

 

DOES COMPANY OWN ITS SITE?

CAPITAL: R$

 

 

YES     NO 

AVERAGE ANNUAL INCOME: R$

 

SIGNATURE OF PERSON RESPONSIBLE AND COMPANY STAMP

 

NAME:

 

 

SIGNATURE:

 

 

8


 

ANNEX 2

 

FLOWCHART OF APPROVAL PROCESS

 

 

9

 


 

Exhibit 3.11 to Annex D

 

VCP - CORPORATE

 

Code

 

PC.01.012

Corporate Policy

 

Revision

 

01

Title:

 

Area

 

CRTS

Contracting Providers

 

 

 

 

 

1. OBJECTIVE

 

Define corporate guidelines for contracting providers by the companies that make up the economic group led by VCP and preserve the company’s interests with notes of preventive actions in order to minimize legal and administrative risks.

 

2. SCOPE

 

Applicable in the following contracting categories:

 

2.1 - Assignment as a contractor for civil construction work

 

2.2 - Assignment as a contractor in general

 

2.3 - Logistics services when executed through the assignment of manpower

 

NOTE: The modality of contracting service providers, which is absent from this document, is included in PO.01.04.013 (Hiring Temporary Staff) or PO.01.04.012 (Hiring staff for a specified period).

 

3. DEFINITIONS

 

3.1 - CIVIL CONSTRUCTION WORK

 

Civil construction work is understood to be the modality of hiring manpower to be used to carry out the services or execute the construction, demolition, or remodeling tasks as per PO.01.03.001. (Contracting Providers - Civil Construction).

 

3.2 - ASSIGNMENT AS A CONTRACTOR IN GENERAL

 

The assignment as a contractor in general is understood to include hiring providers, suppliers of manpower, in the modalities of assignment as a contractor to perform any service that involves carrying out VCP’s “support activity” not included in its own policies.

 

3.3 - LOGISTICS SERVICE PROVIDER (PSL)

 

PSLs are defined as suppliers who operate in providing the following services (domestic or international):

 

a) Road transport

 

b) Rail transport

 

c) River transport

 

d) Brazilian coast shipping (cabotage)

 

e) Cross-oceanic shipping (international)

 

f) Air transport

 

1


 

TOTAL DOCUMENT REVIEW

 

g) Handling of raw materials, intermediate products, and finished products

 

h) Integrated logistics provider

 

i) Handling of lumber

 

j) Customs broker, according to PO.03.03.003 (Contracting of Logistics Service Provider)

 

3.4 - SERVICES DELIVERED BY PROVIDERS

 

Generic term used to identify any contracting of an activity provided through manpower without an employment contract with companies that are part of the economic group led by VCP, except for those provided through temporary workers under the terms of PO.01.04.013.

 

3.5 - ASSIGNMENT OF MANPOWER

 

It is the placement of workers for the use of the contracting party, on their own premises or on those of third parties, for the provision of ongoing services, related or not to the contracting party’s main activity, whatever may be the nature and form of contracting.

 

3.5.1 -         Third-party facilities: those appointed by the contracting party other than their own and that do not belong to the service provider.

 

3.5.2 -         Ongoing services: these services constitute a permanent necessity on the part of the contracting party that are repeated regularly or systematically, whether or not they are related to its main activity, even if its execution is carried out intermittently or by different workers.

 

3.6 - CONTRACTING PARTY

 

Company that is part of the economic group led by VCP.

 

3.7 - CONTRACTED PARTY

 

It is the provider to which the contracting party delegates the execution of tasks or predetermined services agreed upon through service contracts or purchase orders.

 

3.8 - SUBCONTRACTOR

 

This is the term used to designate the outsourcer the provider, with the contracting party’s prior approval, transfers part of a specific task or predetermined service to, and a service and equipment contract is always executed.

 

3.9 - MAIN ACTIVITY AND SUPPORT ACTIVITY

 

The company’s “main activity” is the activity stated in its business purpose, while the “support activity” represents the accessory activities or ones extraneous to them.

 

3.10 -INDEPENDENT WORKER - INDIVIDUAL TAXPAYER

 

Individuals who habitually exercise, without any employment contract, paid professional activity, regularly registered and licensed with the respective municipality and Social Security.

 

2


 

3.11 - GGLI - General Management of Integrated Logistics

 

3.12 - CRTS - Consulting on Labor Relations and Unions

 

3.13 - GJU - Legal Management

 

3.14 - CGP - People Management Cell

 

4. GUIDELINES

 

4.1 - CONTRACTING OF SERVICE PROVIDERS

 

4.1.1 - PRESERVATION OF THE MAIN ACTIVITIES

 

The services contracted cannot coincide in whole or in part with the contracting party’s so called “main activities”.

 

For purposes of this policy, a “main activity” shall be considered the activity stated in the business purpose of the Contract or Company By-laws of Votorantim Celulose e Papel S.A., which means the industry and trade of pulp, paper, cardboard, and any other products derived from these materials.

 

4.1.2 - SUBORDINATION

 

During the term of the contract, the services may be supervised and monitored exclusively by agents or by the owner of the Contracted Party or Subcontractor, where applicable.

 

4.1.2.1 -        The professionals of the contracting party are barred from practicing any acts that could reveal direct or indirect intervention in the performance of the services contracted.

 

4.1.2.2 -        It is up to the Contracted Party and, where applicable its Subcontractor, to select, remunerate, and manage in a sovereign, independent, and autonomous fashion their employees and all other professionals who need to be engaged to perform the services or to execute the work contracted.

 

4.1.3 - TECHNICAL TRAINING

 

4.1.3.1 -        Only legally constituted companies shall be contracted, which are capable of assuming the obligations established by law and directed to the segment in which they operate and that comply with the policies and procedures they have put in place to provide those services.

 

4.1.3.2 -        The Contracted Party must demonstrate to have the aptitude and technical-economic and administrative-financial capacity to carry out the legal or contractual obligations applicable to the services it provides.

 

4.1.3.3 -        GGLI shall keep up to date and make available the report containing the registration of service providers, previously qualified, considering as such only those who meet requirements set for each kind of contracting.

 

3


 

4.2 - CONTRACTING SELF-EMPLOYED INDIVIDUALS

 

Hiring an independent professional or self-employed individual to perform services is permitted provided that they met all of the following requirements:

 

4.2.1 -                 The professionals providing these services must have high technical skills and act with autonomy and independence as consultants, and always for a predetermined period of time.

 

4.2.2 -                 There must be a proven need and strategic convenience for this hiring, defined, identified, and justified by the requesting area, and always for a fixed and predetermined period.

 

4.2.3 -                 The activities or services must have characteristics compatible with this mode of engagement that allows for the provider to act with independence and autonomy.

 

NOTE: The contracting of this kind of provider requires prior approval by the General Manager or Director responsible for the requesting area.

 

4.3 - SUBCONTRACTING

 

4.3.1 -                 Subcontracting part of the services (when necessary) is permitted as long as this condition has been previously indicated by the contractor during the negotiations that preceded and resulted in the execution of the contract.

 

4.3.2 -                 The subcontractor(s) shall be subject to the same conditions, requirements, and obligations imposed on the contracted party, including all clauses, paragraphs, and items contained in the contract executed between VCP and the contracted party.

 

4.3.3 -                 Service providing companies may subcontract the services when necessary, as long as authorized by the VCP areas responsible for the hiring.

 

4.4 - FORMER EMPLOYEES

 

4.4.1 - FORMER EMPLOYEE OF THE CONTRACTING PARTY

 

Contracted Parties or Subcontractors made up in whole or in part by former employees of the contracting party may be hired to perform services in the following conditions:

 

a) They are under a legally constituted entity.

 

b) They have completed a minimum period of six (6) months from the date of termination and the date of being hired to provide the services. Before this period, this person cannot be hired unless it is done so with written approval from the Director of the requesting area.

 

c) They must be treated on equal terms with the competition, and therefore must not be granted any privilege or advantage.

 

4


 

For the purposes of this policy, a privilege or advantage shall be understood as inserting contractual clauses or conditions that directly or indirectly may dispel, reduce, or minimize the business risk for the Contracted Party and transfer it in whole or in part to the Contracting Party.

 

4.4.2 -     FORMER EMPLOYEE HIRED BY CONTRACTED PARTY OR SUBCONTRACTOR

 

The contracting of a service provider that has hired or intends to hire as an employee a worker who has already been employed by the Contracting Party shall be allowed after he/she has been checked by the Contracting Party as for any legal impacts and causes for terminating the former employment contract.

 

4.4.3 -     FORMER EMPLOYEE OF CONTRACTED PARTY OR SUBCONTRACTOR

 

Former employees of Contracted Parties or Subcontractors may be hired by the Contracting Party provided there is no provision against it in the service contract signed between the Contracting Party and the Contracted Party.

 

5. RESPONSIBILITIES

 

5.1 -                The responsibilities of the supplier and its subcontractor (if any) referred to in this policy apply not only to their employees but also their agents and/or representatives that by necessity or demand of the services have been engaged in executing the contract.

 

5.2 —       VCP shall not be liable for any obligation of the supplier, subcontractor, or any staff that is directly or indirectly carrying out the originally contracted.

 

5.3 -                During the execution of the services, it is completely up to the managers and/or supervisors of the service providers or subcontractors to oversee and monitor the manpower in activity on VCP’s premises.

 

5.4 -                The contracted party is subject to Law 9,711/98 (retention) requiring it to withhold 11% as a social security contribution from the gross value on the invoice, xxxx, or receipt.

 

6. ASSOCIATED BUSINESS RISKS

 

6.1 - COMPLIANCE

 

6.1.1 - EXTERNAL

 

a) Legal

 

b) Regulations

 

6.1.2 - INTERNAL

 

Non adherence to rules and procedures

 

5


 

6.1.3 - AUTHORITY

 

Poorly managed outsourcing

 

6.2 - FINANCIAL RISKS

 

6.2.1 - ASSESSMENT FOR DECISION MAKING

 

a) Inadequate planning and budget

 

b) Inadequate regulated reports

 

6.3 - OPERATING RISKS

 

6.3.1 - PROCESSES

 

a) Dependence on Third Parties

 

b) Product/service failure

 

c) Not meeting customer expectations

 

d) Poor quality of products/services

 

e) Breach of contract

 

f) Inadequate internal communication

 

g) Lack of operational focus

 

6.3.2 - RIGHTNESS / ETHICS

 

a) Illicit acts

 

b) Frauds

 

6.3.3 - ASSESSMENT OF INFORMATION

 

a) Contractual Commitments not assumed

 

b) Inadequate regulated information

 

6.3.4 - HUMAN RESOURCES

 

a) Pressures from Unions

 

b) Inadequate Safety & Health

 

c) Inefficiency

 

d) Lack of manpower

 

e) High turnover

 

6


 

7.        ANNEXES

 

Not applicable

 

7


 

Annex E

Shareholders Agreement

 


 

ANNEX E

 

SHAREHOLDERS’ AGREEMENT

 

OF

 

XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉlS ESPEClAlS S.A.

 

This Shareholders’ Agreement (herein the “Agreement”) is made and entered into this day of            2007, by and among:

 

(a)       VOTORANTIM CELULOSE E PAPEL S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Alameda Santos, 1357, 6th floor, in the City of São Paulo, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance -CNPJ/MF under No. 60.643.228/0001-21, herein duly represented by its legal representatives (“VCP”);

 

(b)       XXXXXXXX LOUVEIRA LTDA, a company duly organized and existing under the laws of Brazil, with registered office at Rua Xxxxxxx Xxxxx, 770 — Capivari, in the City of Louveira, State of São Xxxxx, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 00.767.144/0001-78, herein duly represented by its attorneys-in-fact (the “Xxxxxxxx”);

 

as an Intervening Party:

 

(c)       XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Rodovia General Euxxxxx xx Xxxxx Xxxxxxx, XX 00, Xx 04, Sala B, Zona Rural, in the City of Jacareí, State of São Paulo, registered with the Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance - CNPJ/MF under No.                 , herein duly represented by its legal representatives (“Company”).

 

WITNESSETH

 

A.  Pursuant to and in compliance with the terms and conditions of the Joint Venture Agreement executed by VCP and Xxxxxxxx on April 26, 2007, VCP and Xxxxxxxx are,

 

[ILLEGIBLE SIGNATURE]

 

1


 

on the date hereof, the owners of all outstanding common shares, representing 100% of the voting and total subscribed and paid up capital of the Company; and

 

B.  The Parties wish to enter into this Shareholders’ Agreement to establish their respective rights and obligations in respect to the Shares of the Company held and to be held by them, the management and conduct of the Company’s business and various other matters hereinafter set forth.

 

NOW THEREFORE, the parties hereto convenant and agree with each other as follows.

 

DEFINITIONS

 

For the purposes of this Agreement, capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them as follows:

 

“Affiliate” means any Person directly or indirectly that through one or more intermediaries, Controls, or is Controlled by or under common Control with such Person.

 

“Agreement” means this Agreement, and any and all annexes and amendments hereto.

 

“Amended and Restated Bylaws” shall mean the amended and restated By-laws of the Company in substantially the form attached hereto as Annex A.

 

“Annual Operating Budget” shall mean the operating budget for a Fiscal Year approved by the Meeting of the Board of Directors, which shall contain, for any Fiscal Year, monthly detailed pro forma income statements for the Company, together with such explanations, notes and information which in the reasonable opinion of the Company explain and supplement the information so provided and a capital expenditure plan indicating the nature and amount of capital expenditure proposed to be incurred in such financial year.

 

“Book of Minutes of Meetings of the Board of Directors” has the meaning assigned to such term in the Brazilian Corporation Law.

 

“By-laws” means the By-laws of the Company in effect as of the date hereof and as may be amended from time to time.

 

[ILLEGIBLE SIGNATURE]

 

2


 

“Board of Directors” means the Board of Directors (“Conselho de Administração”) of the Company.

 

“Board of Officers” means the Board of Officers (“Diretoria”) of the Company.

 

“Book Value” means book value applicable to the Company calculated in accordance with Brazilian GAAP consistently applied.

 

“Brazilian Corporation Law” means Law No. 6,404/76, as amended from time to time.

 

“Brazilian GAAP” means the Brazilian generally accepted accounting principles.

 

“Business” means the operations of VCP’s plants known as Jacareí PM 1, Coater 2, and the Finishing Area (collectively the “Business”).

 

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are generally open for business in Sao Paulo, SP, Brazil.

 

“Call Option” has the meaning ascribed to such term in Section 7.1.

 

“Competing Business” means any business engaged in the production of flexible packaging paper, label paper and release liner businesses in the states of Brazil where the Company is engaged or has plan to engage as set forth in the Strategic Business Plan.

 

“Control” means: (i) the right to exercise a majority of the votes at any shareholders’ meeting (or equivalent) of a Person; together with (ii) the right to appoint, directly or indirectly, a majority of the directors of that Person or other persons who have the right to manage or supervise the management of the affairs and business of that Person.

 

“Director” (“Conselheiro”) means any of the Directors of the Company.

 

“EBITDA” means Earnings Before Interest Taxes Depreciations and Amortization, calculated in accordance with International Financial Reporting Standards.

 

“Extraordinary Shareholders’ Meeting” has the meaning assigned to such term by the Brazilian Corporation Law.

 

“Fiscal Year” means, with respect to the Company, the period from January 1 to December 31 of a given year.

 

[ILLEGIBLE SIGNATURE]

 

3


 

“Interest” means at any time a Shareholder’s percentage interest in the Company, calculated by dividing the number of Shares owned by such Shareholder at that time by the total number of Shares then issued and outstanding.

 

“Lien” shall mean any liens, burdens, encumbrances, mortgages, security interests, repurchase obligations, claims, disputes, usufructs, rights of first refusal and any other restrictions or liabilities of any kind whatsoever.

 

“Joint Venture Agreement” means the Joint Venture Agreement entered into by and among VCP and Xxxxxxxx on April 26, 2007.

 

“Meeting(s) of the Board of Directors” has the meaning assigned to such term in the Brazilian Corporation Law.

 

“Net Profits” has the meaning assigned to such term by the Brazilian Corporation Law.

 

“Officer” (“Director”) means any of the Officers of the Company.

 

“Ordinary Shareholders’ Meeting” has the meaning assigned to such term by the Brazilian Corporation Law.

 

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust unincorporated organization or government or any agency or political subdivision of any government.

 

“Put Option” has the meaning ascribed to such term in Section 7.2.

 

“Revenues” means revenues calculated in accordance with Brazilian GAAP consistently applied.

 

“Shares” means all common shares of the Company’s capital stock owned by the Shareholders on the date hereof or which may be owned by the Shareholders in the future, including, without limitation, by means of subscription, acquisition, bonus distribution, split or reverse split.

 

“Shareholders” means any holder of Shares and its respective authorized successors or assignees.

 

“Shareholders’ Meeting” has the meaning assigned to such term in the Brazilian Corporation Law, being either an Extraordinary Shareholder’s Meeting or an Ordinary Shareholder’s Meeting.

 

[ILLEGIBLE SIGNATURE]

 

4


 

“Strategic Business Plan” means a two-year strategic plan for the Company which shall be updated annually, including, without limitation, (i) the markets to be covered by the Company, (ii) estimates of capital expenditures, (iii) estimate of working capital requirements, (iv) balance sheet, income statements and cash flow forecasts and (v) projected rates of return and profitability that are expected to be obtained by the Company.

 

“Transfer” has the meaning ascribed to such term in Section 6.l(a).

 

CHAPTER I — GENERAL PROVISIONS AND STRUCTURE OF THE INVESTMENT

 

1.  GENERAL COVENANTS AND REGISTRATION

 

1.1          Exercise of Voting Rights. Each of the Shareholders covenants and agrees that it shall vote or cause to be voted the Shares of the Company owned by it to vote so as to accomplish and give effect to the terms and conditions of this Agreement and that it shall otherwise act in accordance with the provisions of this Agreement.

 

1.2          Covenants by the Company. The Company consents to the terms of this Agreement and hereby convenants with each of the other parties hereto that it will at all times during the term of this Agreement be governed by the terms and provisions hereof and each of the Shareholders shall vote or cause their respective Shares of the Company to vote so as to cause the Company to fulfill its foregoing covenants.

 

1.3          Restrictions on the By-laws. The company’s book for registry of nominative shares shall contain a legend with the following language, reflecting the restrictions on the voting rights attached to the Shares and the transfer of such Shares contained in this Agreement: “The exercise of the voting rights attached to the shares of the capital of the Company, the transfer of such shares and the management of the Company are subject to the terms of the Shareholders’ Agreement, dated as of [·][·],[·] by and among VCP, Xxxxxxxx and the Company.”

 

2.   INITIAL CAPITAL STOCK AND SHARES

 

2.1          Shares Bound to this Agreement. All Shares owned by the Shareholders on the date hereof or which may be owned by the Shareholders in the future shall be bound by this Agreement.

 

[ILLEGIBLE SIGNATURE]

 

5


 

3.  FINANCING OF THE COMPANY, ANNUAL BUDGET

 

3.1          Financing of the Company

 

(a)       The Company shall be managed from the date hereof in accordance with the Annual Operating Budget of the Business attached hereto as Schedule 3.1(a).

 

(b)      The Board of Officers shall prepare and present to the Board of Directors, no later than 45 (forty-five) days prior to the end of each Fiscal Year, a proposal for the Annual Operating Budget for the next Fiscal Year, which shall be prepared in accordance with Brazilian GAAP, consistently applied. In the event the Board of Directors does net approve an Annual Operating Budget for any Fiscal Year, then the Chief Executive Officer (“CEO”) shall manage the Company in accordance with the Annual Operating Budget for the previous year.

 

(c)       The funding required by the Company for each given year, pursuant to its corresponding Annual Operating Budget, except for the funding required to meet any approved capital expenditure related to strategic investments of the Company (i.e., not related to sustaining and/or ongoing purposes), will come from internally generated funds and/or will be contributed to the Company by the Shareholders as capital and the Shareholders agree to approve the capital increases, subscribe to and fund in the proportion of their respective Interest all such capital calls up the amount set forth in such Annual Operating Budget as determined from time to time by the Board of Directors. Any capital expenditure related to strategic investments and/or modernization of the Company’s assets of the Company shall be entirely funded by Xxxxxxxx through loans.

 

(d)      The Shareholders agree that if any Shareholder fails to approve or make its pro rata contribution to the Company’s capital in accordance with the Annual Operating Budget as called by the Meeting of the Board of Directors, the other Shareholder, at its sole discretion, shall be entitled to (i) require the compliance by such defaulting Shareholder of its obligation, which shall be subject to specific performance and/or (ii) subscribe to and pay up all the Shares to be issued in connection with such capital increase, in which case the defaulting Shareholder’s Interest in the Company shall be diluted proportionally.

 

3.2          Shareholders’ Loans/Guarantees. To the extent that the Shareholders determine that any funding required pursuant to the Annual Operating Budget shall be funded by loans, such loans shall be approved by the Meetings of the Board of Directors.

 

[ILLEGIBLE SIGNATURE]

 

6


 

CHAPTER II — VOTING AGREEMENT AND MANAGEMENT

 

4.   MEETING OF THE SHAREHOLDERS AND THE BOARD OF DIRECTORS

 

4.1          Shareholders’ Meeting

 

(a)       The Shareholders shall hold Shareholders Meeting in accordance with the applicable provisions of the Brazilian Corporation Law and those contained in this Agreement. Except as provided for in item 4.1(b) below and in the Brazilian Corporation Law, the approval of the Shareholder holding the majority of the votes of the Shares at the relevant Shareholder’s Meeting is sufficient in connection with any matter within its legal competence but not listed in Section 4.1(b) below.

 

(b)       The following matters shall require the approval of Shareholders holding at least eighty-one percent (81%) of the shares:

 

i)         any amendment to the By-laws;

ii)        any capital increase (except if authorized in the Annual Operating Budget approved pursuant to this Agreement), issue price and conditions for the payment of new Shares, issuance by the Company of any securities of the Company, whether or not exchangeable or convertible into Shares, including, without limitation, debentures, subscription bonds and founders shares;

iii)       split or reverse split of Shares; capital reduction; redemption of equity for cancellation or keeping at treasury;

iv)       any corporate conversion, merger, consolidation, split, dissolution, or other corporate reorganization, including share swaps, as provided for in article 252 of the Brazilian Corporation Law;

v)        the giving of authorization to managers to admit bankruptcy or to enter into legal reorganization with creditors;

vi)       the declaration, payment or setting aside for payment of any dividend or interest on capital, as well as the destination of annual results; and/or any change in the approved dividend policy;

vii)      the issuance or allotment of Shares or the granting of any right, option or privilege to acquire any Shares, other than contemplated in this Agreement;

viii)     entering into or amending any material agreement or arrangement not provided herein or in the Joint Venture Agreement with a Shareholder or its Affiliate or Director or Officer of the Company, or amending any agreement

 

[ILLEGIBLE SIGNATURE]

 

7


 

or arrangement with a Shareholder or its Affiliate or Officer of the Company;

ix)       performance by the Company of any act which in any way affects the limited liability of any Shareholder in its capacity as Shareholder;

x)        entering into an agreement regarding the acquisition of the capital stock or substantially all of the assets of a Persons;

xi)       election to distribute profits in the form of interest on capital; and

xii)      compensation of members of the Board of Directors.

 

(c)       The Shareholders’ Meetings shall be held upon written notice given to the Shareholders no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirement contained in this item can be waived upon the unanimous written consent of the Shareholders. Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid unless upon unanimous written consent of the Shareholders.

 

(d)       A Shareholders’ Meeting which shall deliberate upon the issues listed in Sections 4.1(a) and/or 4.1(b) will be empowered to take deliberations only if Shareholders holding the number of Shares required to approve the matters listed in the respective call notice pursuant to Sections 4.4(a) and 4.4(b), as applicable, are present at such Meeting.

 

4.2      Meetings of the Board of Directors/General Provisions/Procedures.

 

(a)       The Directors shall have the authority to supervise the Officers’ activities and the business of the Company.

 

(b)       The Directors, elected pursuant to this Agreement, shall hold meetings, on a regular basis, once every semester and, on an extraordinary basis, whenever called by the Chairman by his own initiative, or upon written request of any other Director upon written notice given to all Directors no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirement contained in this item can be waived upon the unanimous written consent of the Directors. Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid, unless upon the unanimous written consent of all Directors.

 

(c)       A Meeting of the Board of Directors which shall deliberate upon the matters listed

 

[ILLEGIBLE SIGNATURE]

 

8


 

in Section 4.4(a) and/or 4.4(b) will be empowered to take deliberations only if the number of Directors required to approve the matters listed in the respective call notices pursuant to Sections 4.4 (a) and 4.4 (b), as applicable, is present at such Meeting. The Meeting of the Board of Directors shall be validly installed with the presence of at least 3 (three) members, being 1 (one) of those nominated by VCP. In the event of impediment or temporary absence of any Director, such Director is entitled to, by means of a written notice delivered to the Chairman, appoint another Director attending the meeting as a substitute, to attend and vote at such meeting on behalf of the substituted member, provided that any such appointment shall be duly recorded in the minutes of the meeting.

 

(d)       The language of the proceedings in the Board of Directors’ Meetings shall be English, notwithstanding the fact that the original minutes of such meetings will be in Portuguese. The decisions taken at the Meetings of the Board of Directors shall be recorded in writing in the Book of Minutes of Meetings of the Board of Directors. In case the meeting is held telephonically or by video conference, the Directors shall send the content of their vote by fac-simile to the Chairman and the minutes shall be executed within 15 (fifteen) days from the date when such meeting was held. In addition, the Directors may decide without the taking place of a meeting, providing that all Directors agree to decide in writing.

 

(e)       At the Meeting of the Board of Directors, the Directors elected by VCP shall cast one vote each and the Directors elected by Xxxxxxxx shall cast one vote each.

 

(f)        The decisions taken in the Meetings of the Board of the Directors shall be binding upon the Board of Officers, i.e., the Officers shall always manage the business of the Company and perform their duties in accordance with the decisions determined at the Meetings of the Board of Directors. In the event that an Officer does not comply with a resolution taken at the relevant Meeting of the Board of Directors, the Meeting of the Board of Directors shall immediately deliberate such issue and replace or not such officer. The Directors shall take any and all actions in order to prevent the non-complying action from having any effect.

 

(g)       The decision of the Company on taking any claims and/or actions against VCP in relation to any matter arising out of, relating to, based upon, or resulting from this Agreement, the Joint Venture Agreement, or any other agreement executed between Xxxxxxxx, VCP, the Company and/or their respective Affiliates, shall be taken at the sole discretion of the Board of Directors’ or Board of Officers’

 

[ILLEGIBLE SIGNATURE]

 

9


 

members, as the case may be, nominated by Xxxxxxxx.

 

4.3          Election of the Directors

 

(a)       The Shareholders shall cause the Company to have a Board of Directors of five (5) members. Xxxxxxxx shall have the right to appoint and have elected three (3) of the effective members and their respective alternates, and VCP shall have the right to appoint and have elected two (2) effective members and their respective alternates.

 

(b)       Pursuant to the Brazilian Corporation Law, each of the Shareholders shall transfer 1 (one) Share to each Director elected by them. For purposes of this Agreement such Shares shall be considered as held by its respective Shareholder. The Shareholders hereby agree that the terms set forth in this Agreement regarding the right of first refusal in the sale of Shares shall not be applicable to the transfer of Shares described in this sub-item.

 

(c)       The Shareholders shall further maintain all political and economic rights in any Shares transferred under this sub-item. Should any Director be removed, he shall immediately transfer his/her 1 (one) Share back to the respective Shareholder who appointed him, whereupon such Shareholder shall transfer such Share to the newly appointed Director serving as replacement.

 

(d)       One of the Directors nominated by Xxxxxxxx shall be appointed as the Chairman for purposes of presiding over the Meetings of the Board of Directors and related matters.

 

(e)       In the event of permanent vacancy of a Director, the replacing-member shall be appointed by the Shareholder who appointed the Director so replaced, and a Shareholders’ Meeting shall be held, within 30 (thirty) days from such appointment, to elect any such Director. A Shareholder may replace a Director appointed by that Shareholder at any time and for any reason by delivering written notice of such replacement to the Chairman. The right of replacing a Director is vested solely in the Shareholder appointing the Director to be replaced.

 

4.4          Matters Subject to the Meetings of the Board of Directors and Quorum.

 

(a)       The Meeting of the Board of Directors shall decide upon all matters relevant for the conduct of the business and management of the Company. Without prejudice to the generality of the foregoing and except as provided for in item (b) below, the

 

[ILLEGIBLE SIGNATURE]

 

10


 

approval of Director(s) representing the majority of the votes of the Shares at the relevant Meeting of the Board of Directors is required in connection with any matter listed in Article 142 of the Brazilian Corporation Law, as may be amended from time to time, and shall include any amendment to such law which inserts provisions dealing with the competence of the Board of Directors and/or the Shareholders’ Meetings.

 

(b)       The following matters shall require the approval of at least 4 of the Directors:

 

i)

Any material change in the Company’s business that would affect the Company’s annualized EBITDA by 5% (up or down) as compared to the previous year EBITDA, or the taking of any action which may lead to or result in such material change;

ii)

Selection and appointment or replacement of the Company’s independent accounting and auditing firm;

iii)

Approval and amendments of the Company’s strategic plans, multiyear business and material policies which comprises the general guidance of the Company’s business and its subsidiaries, including its industrial, commercial, financial-administrative, logistics, procurement, IT, and human resources policies, which approval shall not be unreasonably withheld;

iv)

Approval of the annual accounts and financial statements of the Company, including any rectification thereof;

v)

Approval of the Strategic Business Plan and/or Annual Operating Budget of the Company and capital contribution schedules;

vi)

Investment and capital expenditures related to sustaining and/or ongoing purposes in an unitary amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operation Budget;

vii)

Acquisition of equity interest, as well as participation in other companies;

viii)

Acquisition and disposal of the Company’s asset items which are substantially important for the Company (i.e. the acquisition or disposals involving unitary amounts exceeding 1% (one per cent) of the Company’s consolidated sales), unless if approved in the Annual Operating Budget;

ix)

Material reorganizations of the Company’s activities or of its subsidiaries (whether they are comprised or not in the core of the Company, as it is defined), including merger or spin-off projects, winding up or partial or total termination of business areas, or share swaps, as provided for in article 152 of the Brazilian Corporation Law;

 

[ILLEGIBLE SIGNATURE]

 

11


 

x)

Issuance of obligations, debts titles, creation of guarantees, bills, commercial papers or any other debt instruments, in any case, involving and individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in Annual Operating Budget;

xi)

Adoption of any kind of credit-facilities and/or guarantee extension in individually considered amounts exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operating Budget;

xii)

Any public or private offer of equity interests;

xiii)

Issuance in primary market or placing in secondary market of any hybrid financial instruments (convertible or redeemable securities), as well as transactions with derivatives or hedging instruments;

xiv)

Concession of plans of management incentives, as well as any amendment to the existing pension plans and incentives, which approval shall not be unreasonably withheld;

xv)

Approval of any benefit plans to employees and of collective bargaining agreements, which approval shall not be unreasonably withheld;

xvi)

Transactions carried out on a non arms-length basis, including the payment of any fees, commissions, royalties or other payments of similar nature to any of the Parties or any Affiliate of any Party;

xvii)

Granting of loans or line of credit to other companies in an individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, not anticipated in the approved Annual Operating Budget;

xviii)

Granting of powers of attorney and issuance of votes instructions to representatives of the Company to represent it in Shareholders’ Meetings of companies in which the Company holds equity interest;

xix)

Capital increase, even if in accordance with the limits previously defined by the Company’s By-laws, except if it is mandatory by law or agreement;

xx)

Any tax planning and/or tax restructuring;

xxi)

Decisions related to the subjection of the Company to any public rating, regardless of the possibility of any party subject itself to ratings;

xxii)

Policies related to the public release of financial information or other information not related to the fulfillment of legal obligations;

xxiii)

Decisions related to the listing of the Company on any stock markets or organized over the counter markets; and

xxiv)

Remuneration of the Executive Officers.

 

[ILLEGIBLE SIGNATURE]

 

12


 

5.   BOARD OF OFFICERS

 

5.1          Appointment of Officers

 

(a)       The Shareholders agree that the management of the Company shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities. In addition the Shareholders agree that, for the positions of members of the Board of Officers, there shall be necessarily appointed recognized professionals with a background and experience suitable to the duties they will have, and, whenever applicable, with proven technical/managerial capacity.

 

(b)       The Board of Officers shall be composed  of at least 2 (two) and not more than 5 (five) members, residents in Brazil, elected for a term of 1 (one) year by the relevant Meeting of the Board of Directors; provided, however, that the initial Board of Officers shall be elected for a term ending on the date of the first Ordinary Shareholders Meeting to be held in year 2007.

 

(c)       Xxxxxxxx shall at all times be entitled to nominate and replace the Chief Executive Officer (Director Presidente) (“CEO”) and a second Executive Officer, provided that the remuneration of the latter and/or of any and all other additional Executive Officer does not affect significantly the yearly approved global remuneration for the Executive Officers as approved by the Board of Directors of the Company.

 

(d)       The CEO shall report to the Board of Directors.

 

5.2          Powers of Management. The Officers shall be vested with all the powers of management and representation of the Company, but such powers shall be exercised in accordance with the provisions of this Shareholder’s Agreement, the resolutions of the Meetings of the Board of Directors, the Annual Operating Budget and the Strategic Business Plan, and the applicable provisions of the By-laws of the Company.

 

CHAPTER III - TRANSFER OF SHARES

 

6.   TRANSFER AND ISSUANCE OF SHARES

 

6.1          Sale and Issuance Restrictions.

 

(a)       Except as otherwise set forth in this Agreement, none of the Shareholders may directly or indirectly sell, grant an option to sell, assign any powers or rights,

 

[ILLEGIBLE SIGNATURE]

 

13


 

dispose of, encumber, pledge or create a security interest in or otherwise deal with any of its Shares in the Company with any Person which is not an Affiliate of such Shareholder (the “Transfer”).

 

(b)       As long as the Call Option and Pull Option are in force and effect none of the Shareholders may make any Transfer without the prior written consent of the other Shareholder(s).

 

(c)       No proposed Transfer of any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Company shall neither record nor transfer any of the Shares in violation of this Agreement in the records of the Company nor shall any voting rights attached to such Shares be exercised, nor shall any dividends be paid on such shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement.

 

(d)       Any Transfer of all or a portion of the Shares held by a Shareholder, and any right to subscribe to Shares of the Company, including, without limitation, any transfer made in accordance with this Section, shall be subject to the Condition that, and shall be valid and effective only if, the proposed transferee, assignee, or holder first fully and without restrictions agrees to be bound by the provisions of this Agreement.

 

6.2          Offer. If at any time, provided that the Call and Put Options are no longer in force, in accordance with the provisions set forth in Section 7 herein, a Shareholder (the “Selling Shareholder”) desires to sell (or otherwise dispose of) to a third party all or a portion of its Shares (hereinafter, the “Offered Shares”), the Selling Shareholder shall obtain from the interested third party a bona fide offer in writing (hereinafter in this Section referred to as the “Offer”), which it is ready and willing to accept, to purchase the Transferring Shares for the amount thereof set forth in the offer. The Selling Shareholder shall give notice in writing to the other Shareholders (the “Non Transferring Shareholders”) of the receipt of the Offer together with a copy thereof. No Offer can be accepted unless (i) it provides for payment of the purchase price in cash, carried check, or any cash equivalents or liquid marketable securities; and (ii) the third party shall have accepted to be bound by all of the terms and conditions of this Agreement.

 

(a)       Right of First Refusal. The Non Transferring Shareholder shall have the irrevocable right, exercisable by written notice given to the Selling Shareholder

 

[ILLEGIBLE SIGNATURE]

 

14


 

within thirty (30) days from date of receipt of the copy of the Offer, to purchase all of the Transferring Shares of the Selling Shareholders on the terms and conditions and for the price set forth in the Offer by cash or certified check.

 

(b)       Sale and Closing. If the Non Transferring Shareholder has elected to purchase all of the Transferring Shares in accordance with Section 6.2 (a) above, the Transferring Shares shall be acquired by the Non Transferring Shareholder, in accordance with the terms of the Offer and transferred to the Non Transferring Shareholder, no later than 30 (thirty) days after the date of receipt, by the Selling Shareholder, of the notice of the exercise of the right of first refusal.

 

(c)       Sale by the Selling Shareholder to a Third Party. If the Non Transferring Shareholder does not notify the Selling Shareholder of the exercise of its right of first refusal under this Section 6.2, or advises that it will not exercise such right, the Selling Shareholder shall be free to consummate the Sale of the Transferring Shares, provided that the Call and Put Options set forth herein are no longer in force, add in accordance with the terms of the Offer but in any case subject to the provisions of Section 6.1 herein, and such sale shall be consummated within ninety (90) days from the end of the thirty (30) day notification period set forth in Sections 6.2(a) or the receipt of a notice regarding the non exercise of any such rights by the Non Transferring Shareholder. If such transfer is not consummated within the thirty (30) day period set forth in this Section 6.2(c), then the Selling Shareholder must reinitiate the Offer proceeding set forth in this Section 6.2 before any transfer takes place.

 

7.   CALL AND PUT OPTIONS

 

7.1          Xxxxxxxx Call Option.

 

(a)       VCP hereby grants to Xxxxxxxx (i) an irrevocable option for Ahlistrom or its Affiliate to buy from VCP shares corresponding to twenty percent (20%) of the Company’s capital held by VCP (the “1st Call Option”); and (ii) an irrevocable option for Xxxxxxxx or its Affiliate to buy from VCP all and not less than all the outstanding shares held by VCP in the Company, whether or not the 1st Call Option or the 1st Put Option has been exercised (the “2nd Call Option”, the 1st Call Option and the 2nd Call Option jointly referred to as “Call Options”). The 1st Call Option may be exercised by Xxxxxxxx or its Affiliate within the period from the first anniversary of the date hereof, and ending on the second anniversary of the date hereof, and the 2nd Call Option may be exercised by Xxxxxxxx or its Affiliate only once, within the period from the second anniversary of the date

 

[ILLEGIBLE SIGNATURE]

 

15


 

hereof, and ending on the third anniversary of the date hereof, except if another window date is agreed in writing by VCP and Xxxxxxxx.

 

(b)       The Call Options shall be exercised by Xxxxxxxx by giving to the representatives of VCP designated in accordance with Section 13.7 below a notice in writing (the “Call Notice”) of its intent to exercise each relevant Call Option. Each Call Notice shall also set forth the price of the relevant Call Option. The purchase price of the Company’s shares under the 1st Call Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million U.S. Dollars) (the “1st Call Option Price”), and the purchase price of the Company’s shares under the 2nd Call Option shall be calculated in accordance with the principles set forth in Annex B (the “2nd Call Option Price”).

 

(c)       The completion of the purchase of shares pursuant to each Call Option shall take place at the head office of the Company before or on the date being 30 days after the date on which Xxxxxxxx has delivered the relevant Call Notice and, upon the completion of the transaction, the relevant Call Option Price shall be payable in full in cash or by certified check or bank draft and VCP shall transfer the shares subject to the relevant Call Option to Xxxxxxxx or its Affiliate for such purpose, free and clear of all Liens, with all rights inherent to them, including but not limited to, dividends, profits and subscription rights.

 

(d)       Both Call Options shall constitute a binding obligation of VCP and its successors and assigns.

 

7.2          VCP Put Option.

 

(a)       Xxxxxxxx hereby grants to VCP (i) an irrevocable option for VCP to sell to Xxxxxxxx shares corresponding to twenty percent (20%) of the Company’s capital held by VCP (the “1st Put Option”); and (ii) an irrevocable option for VCP to sell to Xxxxxxxx all and not less than the outstanding shares held by VCP in the Company, whether or not the 1st Call Option or the 1st Put Option has been exercised (the “2nd Put Option”; the 1st put Option and the 2nd Put Option jointly referred to as “Put Options”). The 1st Put Option may be exercised by VCP within the period from the first anniversary of the date hereof, and ending on the second anniversary of the date hereof; and the 2nd Put Option may be exercised by VCP only once, at any time as of the second anniversary of the date hereof, and ending on the third anniversary of the date hereof.

 

[ILLEGIBLE SIGNATURE]

 

16


 

(b)       The Put Options shall be exercised by VCP by giving to the representatives of Xxxxxxxx designated in accordance with Section 13.7 below a notice in writing (the “Put Notice”) of its intent to exercise each relevant Put Option. Each Put Notice shall also set forth the price of the relevant Put Option. The sale price of the Company’s shares under the 1st Put Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million U.S. Dollars) (the “1st Put Option Price”), and the sale price of the Company’s shares under the 2nd Put Option shall be calculated in accordance with the principles set forth in Annex B (the “2nd Put Option Price”).

 

(c)       The completion of the purchase of shares pursuant to each Put Option shall take place at the head office of the Company before or on the date being 30 days after the date on which VCP has delivered the relevant Put Notice and, upon the completion of the transaction, the relevant Put Option Price shall be payable in full in cash or by certified check or bank draft and VCP shall transfer the shares subject to the relevant Put Option to Xxxxxxxx or its Affiliate for such purpose, free and clear of all Liens, with all rights inherent to them, including but not limited to, dividends, profits, subscription rights.

 

(d)       Both Put Options shall constitute a binding obligation of Xxxxxxxx and its successors and assigns.

 

CHAPTER IV - ADDITIONAL COVENANTS OF THE SHAREHODLERS
AND THE COMPANY

 

8.   NON-COMPETITION - CONFIDENTIALITY

 

8.1          Non-competition. For the period of three (3) years commencing on the date hereof (the “Restricted Period”), the Shareholders or their respective Affiliates shall not, on its own behalf or on behalf of or in connection with any Person, directly or indirectly, in any capacity whatsoever including as an employer, attorney-in-fact, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant or by and through any corporation, company, cooperative, partnership, trust, entity with juridical personality, or otherwise carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in a Competing Business, except those Businesses which already exist on the date hereof, referred to in Section 8.2.

 

8.2          The non-competition provisions set forth herein shall neither apply (i) to VCP

 

[ILLEGIBLE SIGNATURE]

 

17


 

for the present businesses pursued through its plant located in Piracicaba, State of São Paulo, Brazil (“Piracicaba Plant”), (ii) to VCP and/or Multiverde Papéis Especiais Ltda. for the present businesses pursued through its plant located in Mogi das Cruzes, State of São Paulo, Brazil (“Mogi das Cruzes Plant”); (iii) to activities of Ripasa S.A. Celulose e Papel, a company controlled by VCP and Suzano Papel e Celulose S.A., (“Ripasa”), nor (iv) to Xxxxxxxx for its existing business in Brazil and other countries, related to products exported to Brazil, and/or for any Affiliate thereof regarding the thermal business and other products not related to the Competing Business. VCP hereby undertakes that it does not intend to substantially modify the businesses developed by Piracicaba Plant and Ripasa.

 

8.3          Confidentiality. The parties hereto agree to treat all information, data, reports and other records (“Information”) relating to the Company’s business as confidential and will not disclose such information to any person other than an Affiliate or their legal advisors or auditors without the prior written consent of the other party; provided, however, no party shall be liable for any such disclosure if such Information: (a) becomes generally available to the public other than as a result of a disclosure by a Shareholder or its representatives in  violation of this Agreement; (b) was available to a Shareholder on a non-confidential basis without violation of this Agreement prior to its disclosure by the Company or its representatives; (c) becomes available to a Shareholder on a non-confidential basis without violation of this Agreement from a source other than the Company or its representatives provided that such source is not bound by a confidentiality agreement with the Company or a duty of confidentiality to or in respect of the Company to the knowledge of the Shareholder; or (d) a Shareholder is required by law to disclose, provided that a Shareholder first notifies the Company that it believes it is required to disclose such Information and it allows the Company a reasonable period of time to contest the disclosure of such Information.

 

8.4          Survival. The terms of Sections 8.1, 8.2 and 8.3 shall survive termination of this Agreement and (i) Sections 8.1 and 8.2 shall continue in force during the Restricted Period; and Section 8.3 shall continue in force for 5 (five) years after the date hereof.

 

9.  COVENANTS APPLICABLE TO THE COMPANY.

 

9.1          Financial Information

 

(a)    The Company shall deliver to the Shareholders within 20 (twenty) days within the end of the Fiscal Year a copy of its annual financial statements, which shall be prepared on a consolidated basis. Such annual financial statements shall be

 

[ILLEGIBLE SIGNATURE]

 

18


 

separately prepared in accordance with Brazilian GAAP, US GAAP and IFR5 general accepted accounting principles, each consistently applied and be audited by “KPMG AUDITORES INDEPENDENTES”, which is an audit company that carry on business internationally and which is qualified and entitled to carry on in Brazil the practice of public accounting and auditing, including the balance sheet and settlements of the income, retained earnings and changes in financial positions, together with all supporting schedules and notes and copies of the audit report.

 

(b)    In addition, each Shareholder shall have the right to receive from the Company, from time to time upon request, in the format of Xxxxxxxx’x standard management report, all financial and tax information concerning the Company which the Shareholder requires for the purpose of filing tax returns and/or similar documents within applicable timeframes. In this case, the requestor Shareholder must inform the other Shareholder(s).

 

9.2          Bookkeeping. The Company shall maintain accurate and complete books and records of all transactions, receipts, expenses, assets and liabilities of the Company in accordance with generally accepted accounting principles in Brazil, consistently applied as proved and adopted by the Meeting of the Board of Directors.

 

9.3.         Review of Books. Each Shareholder shall, at its expense, be entitled to appoint a representative, agent or designee to review, on reasonable notice, all books, documents and records of the Company and shall be entitled to make copies thereof for their own purposes. The exercise of the rights afforded under this Section 9.3 shall not cause any adverse disruption to the activities of the Company.

 

9.4.         Insurance. The Company will maintain with financially sound and reputable insurance companies, funds or underwriters insurance of the kinds, covering the risks and in the relative proportionate amounts usually carried by reasonable companies of established reputation conducting businesses similar to that of such Person.

 

9.5.         Compliance with Laws. The Company and each of its Controlled companies will comply with all applicable laws and regulations wherever its business is conducted and none of the activities of the Company shall result in any of the Shareholders or the Company being in violation of the Foreign Corrupt Practices Act of the United States of America, of 1977, as amended.

 

[ILLEGIBLE SIGNATURE]

 

19


 

10. REPRESENTATIONS AND WARRANTIES.

 

Each Shareholder hereby represents and warrants to the other and to the Company that such party:

 

(i)            is duly organized and validly existing in the jurisdiction of its incorporation and has full power and authority to enter into this Agreement and perform its obligations hereunder:

 

(ii)           is neither a party to nor bound by any agreement regarding the ownership of its Shares, or an agreement to effect a Transfer of Shares, other than this Agreement and the Joint Venture Agreement; and

 

(iii)          is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, charter or bylaw provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of the execution and delivery by such Shareholder of this Agreement or the performance by such Shareholder of any of the terms hereof.

 

(iv)          It owns its Shares beneficially and as of record with good and marketable title thereto free and clear of all Liens; and

 

(v)           This Agreement constitutes a legal, valid and binding obligation enforceable against each of such Shareholders, as applicable, in accordance with its terms.

 

CHAPTER IV - DISPUTE RESOLUTION; GENERAL PROVISIONS

 

11. DISPUTE RESOLUTION.

 

(a)     The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If, within 30 (thirty) days of the receipt by VCP or Purchaser of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

(b)     The arbitration shall be conducted in accordance with the Rules of

 

[ILLEGIBLE SIGNATURE]

 

20


 

Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be in the City of São Paulo, Brazil, and it shall be conducted in the English language, provided that either VCP or Purchaser, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

(c)     The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall be appointed by the ICC. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint a arbitrator, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fail to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

(d)     The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of São Paulo, State of São Paulo excluding any other, however privileged it may be. In addition to the authority conferred in the arbitration tribunal by ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

(e)     The arbitral award shall be in writing, state the reasons for the award, be final and binding on the parties, and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the true expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon, the award may be entered by any court having

 

[ILLEGIBLE SIGNATURE]

 

21


 

jurisdiction thereof or having jurisdiction over the relevant party or its assets.

 

12.  TERM OF AGREEMENT

 

12.1.   This Agreement shall come into force and effect on the date hereof and shall terminate 10 (ten) years from the date of signature of this Agreement.

 

12.2.   In the event no Shareholder informs the other, upon written notice through the registry of titles and deeds, of its lack of interest in extending this Agreement, at least 3 months in advance, this Agreement shall extend automatically for additional 1 (one) year terms.

 

13. GENERAL PROVISIONS

 

13.1   Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with regard to the subject matter hereof.

 

13.2   Amendment. No amendment of this Agreement shall be binding unless in writing and signed by all of the parties hereto.

 

13.3   Waiver. No waiver by any party hereto of any breach of any of the provisions of this Agreement shall take effect or be binding upon such party unless in writing and signed by such party. Unless otherwise provided therein, such waiver shall not limit or affect the rights of such party with respect to any other breach.

 

13.4.   Severability. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid, such provision shall be deemed to be severed and deleted here from and such illegality and invalidity shall not affect the validity or enforceability of the remainder hereof.

 

13.5.   No Agency or Partnership. Nothing contained in this Agreement shall make or constitute any party the representative, agent, principal or partner of any other party and it is understood that no party has the capacity to make commitments of any kind whatsoever or incur obligations or liabilities binding upon any other party.

 

13.6.   Accounting Principles. For purposes of this Agreement, Brazilian GAAP consistently applied shall be considered as the principles applicable to the Company’s accounting.

 

13.7.   Notices. All notices or other communications provided for hereunder required or permitted to be given shall be in writing and shall be deemed to be given (i) when

 

[ILLEGIBLE SIGNATURE]

 

22


 

delivered in person or by private courier with receipt, (ii) when telefaxed with confirmation of transmission, or (iii) five (5) days after being deposited in the mail, registered or certified, return receipt requested, as follows:

 

 

(a)

 

If to VCP:

 

 

 

 

Xxxxxx Xxxxxx, 0000, 6° andar

 

 

 

 

00000-000 Xxx Xxxxx-XX

 

 

 

 

Xxxxxx

 

 

Attention:

 

Xx. Xxxxxx Xxxxx

 

 

Fax #:

 

00 0000-0000

 

 

 

 

 

 

(b) 

If to Xxxxxxxx:

 

 

 

 

 

 

Rua Xxxxxxx Xxxxx, 770-Capivari

 

 

 

 

CEP13.290-000, Louveira-SP

 

 

 

 

Brazil

 

 

Attention:

 

Xx. Xxxxxx Xxxxx

 

 

Fax #:

 

00 0000-0000

 

 

 

 

 

 

(c) 

If to Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attention:

 

 

 

 

Fax #:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy to:

 

 

 

or in any case to such other addresses hereinafter shall be furnished in writing as provided in this Section by any of the parties to this Agreement to the others.

 

13.8.   Filing. This Agreement shall be filed at the Company’s head office pursuant to and for the purposes of Article 118 of Law no. 6.404, of 12.15.76.

 

13.9.   Assignment. Neither this Agreement nor any rights or obligations hereunder are assignable by the parties hereto without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

 

13.10.  Counterparts. This Agreement may be executed by the parties hereto in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

[ILLEGIBLE SIGNATURE]

 

23


 

13.11.   Language. This Agreement is executed in English.

 

13.12.   Applicable Law. This Agreement shall be construed and governed by the laws of the Federative Republic of Brazil, the exercise by the Shareholders of their voting rights and other rights attached to the Shares shall be governed by this Agreement and, if there is any omission, by Brazilian applicable law.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in São Paulo in tow copies of identical content in the presence of the two undersigned witnesses.

 

 

VOTORANTIM CELULOSE E PAPEL S.A.

 

 

 

By:

 

 

Its:

 

 

 

 

 

XXXXXXXX LOUVEIRA LTDA.

 

 

 

 

By:

 

 

Its:

 

 

 

 

 

XXXXXXXX JACAREÍ INDŪSTRIA DE PAĒIS ESPECIAIS S.A.

 

 

 

 

By:

 

 

Its:

 

 

[ILLEGIBLE SIGNATURE]

 

24


 

Annex A

 

AMENDED AND RESTATED BYLAWS

 

[ILLEGIBLE SIGNATURE]

 

25


 

April 27, 2007

 

Annex A

 

“BY-LAWS OF
XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A.

 

CHAPTER I
Name, Head Office, Purposes and Duration

 

ARTICLE 1           The corporation (sociedade por açóes) operates under the name XXXXXXXX JACAREÍ INDÚSTRIA DE PAPÉIS ESPECIAIS S.A. and is governed by the present By-laws and by the applicable legal provisions.

 

ARTICLE 2           The Company’s head office is located in Jacarei, State of São Paulo, at Rodovia General Euryale de Xxxxx Zerbine, SP 66, XX 00, Xxxx X, Xxxx Xxxxx, Xxx Xxxx 00000-000, and shall open, transfer and/or close down branches in Brazil or abroad.

 

ARTICLE 3           The Company will have an indeterminate term of duration.

 

CHAPTER II
Corporate Purposes

 

ARTICLE 4           The corporate purposes of the Company are:

 

(a)           the manufacturing and commerce, in the wholesale and retail market, of paper, paperboard and any other products which derive from such material, owned by the company or from third parties;

 

(b)           the commerce, in the wholesale and retail market, of products for

 


 

graphic use in general;

 

(c)           the exploration of all industrial and commercial activities which are directly or indirectly related to its corporate purposes;

 

(d)           the import of assets and goods related to its corporate purposes;

 

(e)           the export of products manufactured by it or by third parties;

 

(f)            the representation on its own account or third parties’;

 

(g)           the investment in other companies, in Brazil or abroad, regardless of the form and corporate purpose, in its capacity of partner or shareholders;

 

(h)           the rendering of administrative, organizational and financial control services to related companies or to third parties;

 

(i)            the management and implementation of forestation and reforestation projects, on its own account or third parties’, including the management of all the agricultural activities which makes possible the production and supply of raw material for the manufacturing of paper, paperboard and any other products which derives from such materials; and

 

(j)            the rendering of technical services though consulting and support to

 

2


 

its controlled companies or to third parties.

 

CHAPTER III
Capital Stock

 

ARTICLE 5           The subscribed and paid-up capital stock of the Company is [·] Reals (R$ [·]), divided into [·] ([·]) common registered shares of stock, with no-par value.

 

SOLE PARAGRAPH — Each common share entitles the holder thereof to one vote in the resolutions of the Shareholders’ Meeting.

 

CHAPTER IV
General Shareholders’ Meeting

 

ARTICLE 6           The General Shareholders’ Meeting shall ordinarily meet in the four months following the end of the fiscal year and, extraordinarily, whenever the interest of the Company so requires.

 

ARTICLE 7           The Shareholders’ Meetings shall be called by the Chairman of the Board of Directors upon written notice given to the shareholders no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirement contained in this item can be waived upon the unanimous written consent of the shareholders Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid unless upon unanimous written consent of the shareholders.

 

3


 

PARAGRAPH 1 — A Shareholders’ Meeting which shall deliberate upon the matters required by Law 6404/76 (Brazilian Corporations Law) or those listed in Article 8 will be allowed to take deliberations only if shareholders holding the number of shares required to approve such matters are present at such meeting. The Shareholders’ Meetings resolutions shall be adopted upon the affirmative vote of shareholders representing the majority of the voting capital, except for the approval of the matters listed in Article 8.

 

PARAGRAPH 2 — The meeting shall be carried on by the Chairman of the Board of the Directors and by a Secretary appointed by the shareholders in attendance to the meeting.

 

ARTICLE 8           The decisions of the Shareholders’ Meetings related to the matters listed below shall be adopted upon the affirmative vote of shareholders representing, at least, eighty-one percent (81%) of the voting capital stock:

 

(i)            any amendment to the By-laws;

 

(ii)           any capital increase (except if authorized in the Company’s Annual Operating Budget), issue price and conditions for the payment of new shares, Issuance by the Company of any securities of the Company, whether or not exchangeable or convertible into shares, including, without limitation, debentures, subscription bonds and founders shares;

 

4


 

(iii)         split or reverse split of shares; capital reduction; redemption of equity for cancellation or keeping at treasury;

 

(iv)          any corporate conversion, merger, consolidation, split, dissolution, or other corporate reorganization, including share swaps, as provided for in Article 252 of Law No. 6404/76 (Brazilian Corporations Law);

 

(v)            the giving of authorization to managers to admit bankruptcy or to enter into legal reorganization with creditors;

 

(vi)          the declaration, payment or setting aside for payment of any dividend or interest on capital, as well as the destination of annual results; and/or any change in the approved dividend policy;

 

(vii)         the issuance or allotment of shares or the granting of any right, option or privilege to acquire any shares, other than contemplated by the shareholders in a shareholders’ agreement;

 

(viii)        entering into or amending any material agreement or arrangement not provided herein or in a separate agreement with a shareholder or its affiliate or Director or Officer of the Company, or amending any agreement or arrangement with a shareholder or its affiliate or officer of the Company;

 

5


 

(ix)          performance by the Company of any act which in any way affects the limited liability of any shareholder in its capacity as shareholder;

 

(x)           entering into an agreement regarding the acquisition of the capital stock or substantially all of the assets of a third party;

 

(xi)          election to distribute profits in the form of interest on capital; and

 

(xii)         compensation of members of the Board of Directors.

 

CHAPTER V
Management

 

ARTICLE 9           The Company shall be managed by a Board of Directors and by at least 2 (two) and not more than 5 (five) Executive Officers.

 

ARTICLE 10        The Shareholders’ Meeting shall determine the remuneration of the members of the Board of Directors and of the Executive Officers, in an annual global amount, and the Board of Directors shall apportion the amount among its own members and between the Executive Officers.

 

6


 

Section I
Board of Directors

 

ARTICLE 11        The Board of Directors shall have the authority to supervise the activities of the Executive Officers and the business of the Company.

 

ARTICLE 12        The Board of Directors shall be composed of five (5) members, and respective alternates, all shareholders, elected and removed by the Shareholders’ Meeting, to hold office for one (1) year, reelection being permitted. The Shareholders’ Meeting shall designate one of the members of the Board of Directors as Chairman of the Board.

 

SOLE PARAGRAPH — In case of vacancy of any position of member of the Board of Directors, the Shareholders’ Meeting shall be held within the following 30 (thirty) days, to elect the substitute Director, who shall occupy the vacant position and complete the substituted Director’s term of office.

 

ARTICLE 13        The Board of Directors shall hold meetings, on a regular basis, once every semester and, on an extraordinary basis, whenever called by the Chairman by his own initiative, or upon written request of any other Director upon written notice given to all Directors no less than 15 (fifteen) days prior to such meeting, specifying the date, time and matters to be discussed. The time requirements contained in this item can be waived upon the unanimous written consent of the Directors. Resolutions taken in connection with matters not expressly referred to in the call notice shall not be valid, unless upon the unanimous written consent of all Directors.

 

PARAGRAPH 1 — A Meeting of the Board of Directors which shall deliberate upon the matters under its responsibility and those listed in Article 14 will be allowed to take deliberations only if the number of Directors required to approve such matters is present at such Meeting.

 

7


 

PARAGRAPH 2 — The Board of Directors’ meetings shall be validly installed with the presence of at least three (3) members.

 

PARAGRAPH 3 — In the event of impediment or temporary absence of any Director, such Director is entitled to, by means of a written notice delivered to the Chairman, appoint another Director attending the meeting as a substitute, to attend and vote at such meeting on behalf of the substituted member, provided that any such appointment shall be duly recorded in the minutes of the meeting.

 

ARTICLE 14        The decisions of the Board of Directors’ Meetings related to the matters listed below shall be adopted upon the affirmative vote of at least four Directors:

 

(i)            any material change in the Company’s business that would affect the Company’s annualized EBITDA by 5% (up or down) as compared to the previous year EBITDA, or the taking of any action which may lead to or result in such material change;

 

(ii)           selection and appointment or replacement of the Company’s independent accounting and auditing firm;

 

(iii)         approval and amendments of the Company’s strategic plans, multiyear business and material policies, which comprises the general guidance of the Company’s business and its subsidiaries, including its industrial, commercial, financial-administrative, logistics,

 

8


 

procurement, IT, and human resources policies, which approval shall not be unreasonably withheld;

 

(iv)          approval of the annual accounts and financial statements of the Company, including any rectification thereof;

 

(v)            approval of the Strategic Business Plan and/or Annual Operating Budget of the Company and capital contribution schedules;

 

(vi)          investment and capital expenditures related to sustaining and/or ongoing purposes in an unitary amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operating Budget;

 

(vii)         acquisition of equity interest, as well as participation in other companies;

 

(viii)        acquisition and disposal of the Company’s asset items which are substantially important for the Company (i.e. the acquisition or disposals involving unitary amounts exceeding 1% (one per cent) of the Company’s consolidated sales), unless if approved in the Annual Operating Budget;

 

(ix)          material reorganizations of the Company’s activities or of its subsidiaries (whether they are comprised or not in the core of the Company, as it is defined), including merger or spin-off projects,

 

9


 

winding up or partial or total termination of business areas, or share swaps, as provided for in article 152 of Law No. 6404/76 (Brazilian Corporations Law);

 

(x)           issuance of obligations, debts titles, creation of guarantees, bills, commercial papers or any other debt instruments, in any case, involving and individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in Annual Operating Budget;

 

(xi)          adoption of any kind of credit facilities and/or guarantee extension in individually considered amounts exceeding 1% (one per cent) of the Company’s consolidated sales, unless if approved in the Annual Operating Budget;

 

(xii)         any public or private offer of equity interests;

 

(xiii)       issuance in primary market or placing in secondary market of any hybrid financial instruments (convertible or redeemable securities), as well as transactions with derivatives or hedging instruments;

 

(xiv)        concession of plans of management incentive, as well as any amendment to the existing pension plans and incentives, which approval shall not be unreasonably withheld;

 

10


 

(xv)          approval of any benefit plans to employees and of collective bargaining agreements, which approval shall not be unreasonably withheld;

 

(xvi)        transactions carried out on a non arms-length basis, including the payment of any fees, commissions, royalties or other payments of similar nature to any of the shareholders or any affiliate of any shareholders;

 

(xvii)       granting of loans or line of credit to other companies in an individual amount exceeding 1% (one per cent) of the Company’s consolidated sales, not anticipated in the approved Annual Operating Budget;

 

(xviii)      granting of powers of attorney and issuance of votes instructions to representatives of the Company to represent it in Shareholders’ Meetings of companies in which the Company holds equity interest;

 

(xix)        capital increase, even if in accordance with the limits previously defined by these By-laws, except if it is mandatory by law or agreement;

 

(xx)         any tax planning and/or tax restructuring;

 

11


 

(xxi)        decisions related to the subjection of the Company to any public rating, regardless of the possibility of any party subject itself to ratings;

 

(xxii)       policies related to the public release of financial information or other information not related to the fulfillment of legal obligations;

 

(xxiii)     decisions related to the listing of the Company on any stock markets or organized over the counter markets; and

 

(xxiv)      remuneration of the Executive Officers.

 

Section II
Executive Officers

 

ARTICLE 15        The Company shall have a Chief Executive Officer and a second Executive Officer, elected by the Board of Directors for a term of office of one (1) year, reelection being permitted.

 

SOLE PARAGRAPH — The Board of Directors shall appoint a substitute in the event of impediment or absence of any case of any of the Executive Officers. In the event the position is definitely vacant, the Board of Directors shall meet within the following ten (10) days in order to appoint a substitute who shall remain in office for rest of the former member’s term of office.

 

12


 

ARTICLE 16        The Executive Officers shall have full powers to represent (subject to Article 17), administer and manage the corporate business, and may, as provided for in these By-laws, validly bind the Company, and perform all acts and operations required to comply with the corporate purpose, and shall resolve on all matters that were neither described in these By-Laws nor were under the exclusive authority of the Board of Directors or the General Shareholders’ Meeting. The Executive Officers shall also be competent to address any of the following matters:

 

(a)           to care for due compliance with of the law, of these By-Laws and of the shareholders and Board of Directors’ decisions;

 

(c)           submit to the Board of Directors the proposal for distribution and declaration of annual or intermediate dividends;

 

(d)           submit the financial statements required by law in each fiscal year;

 

(e)           submit to the Board of Directors annual budget of the company’s operation and investments; and

 

(f)            prepare and submit for the approval of the Board of Directors, on an annual basis, an annual operating budget for the following year, no later than 45 (forty-five) days prior to the end of each fiscal year.

 

ARTICLE 17        Subject to the provisions of these By-Laws, the Company shall be represented:

 

(a)           by two Executive Officers jointly;

 

13


 

(b)           by one Executive Officer jointly with an attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein;

 

(c)           by two attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein; and/or

 

(d)           by the individual signature of one Executive Officer or one attorney-in-fact duly appointed to represent the Company, when so determined in the respective power-of-attorney and only to the extent of the powers granted therein, provided, however, that such individual representation of the Company shall be limited to the following acts: representation of the Company before Labor Courts and Federal, State and Municipal public agencies or departments, including authorities of the Internal Revenue Service, quasi-governmental entities, the Brazilian Post Office, as well as the signature of correspondence and the Company’s representation in any Court or administrative proceedings.

 

SOLE PARAGRAPH — All the powers of attorney granted by the Company shall be signed by the two Executive Officers and, except for those granted to lawyers for representation of the Company in judicial or administrative

 

14


 

proceedings, shall have a limited term of validity and shall allow subrogation only under the conditions established in each respective instrument.

 

ARTICLE 18 - Any acts performed by the Company’s Executive Officers, attorneys in fact or employees involving obligations related to operations and business alien to the Company’s purposes, such as the giving of surety bonds, third-party guaranties or any other form of guaranties on behalf of third parties are expressly forbidden and shall be ineffective in relation to the Company, except if expressly authorized by the shareholders.

 

CHAPTER V
Fiscal Council

 

ARTICLE 19        The Company shall have a Fiscal Council, formed by three (3) members and their respective alternates. The Fiscal Council shall not have a permanent character and shall be elected and installed by the General Shareholders’ Meeting whenever requested by the shareholders, in the terms of the law.

 

PARAGRAPH 1 - The members of the Fiscal Council shall have a designation, function and term of office provided by law.

 

PARAGRAPH 2 - The members of the Fiscal Council shall have a remuneration determined by the General Shareholder’s Meetings, in which they were elected, considering the limits provided by law and the period of the Fiscal Council duration.

 

15


 

CHAPTER VI
Fiscal Year, Financial Statements
and Profit Allocation

 

ARTICLE 20        The Company’s fiscal year shall commence on January 1st and shall end December 31 of each year. At the end of each fiscal year, the Financial Statements required by law shall be drawn up. The Shareholders’ Meeting shall resolve on the allocation and/or distribution of the profits therein verified.

 

ARTICLE 21        The Company may draw up annually Financial Statements or for shorter periods, and such profits may be either distributed or capitalized, by a resolution of the Shareholders’ Meeting.

 

CHAPTER VII
SHAREHOLDERS’ AGREEMENTS

 

ARTICLE 22        The Shareholders’ Agreements executed by the Company’s shareholders regulating the matters set forth in Article 118 of Law No. 6404/76 (Brazilian Corporations Law) and/or any further issue agreed by the shareholders shall be observed by the Company once said Shareholders’ Agreement is duly registered in the Company’s corporate books and filed in the Company’s head offices.

 

SOLE PARAGRAPH Any obligation and/or liens arising from the Shareholders’ Agreement shall oblige third parties after the register of the Shareholders’ Agreements in the corporate books of the Company.

 

16


 

CHAPTER VIII
Liquidation

 

ARTICLE 23        In the event of liquidation of the Company, the legal procedure shall be adopted and observed, with the appointment by the shareholders gathered at a Shareholders’ Meeting of one or more liquidation to operate the Company during the liquidation period.

 

CHAPTER IX
Amendments

 

ARTICLE 24        These By-laws may have any of their articles amended at any time upon a resolution of the Shareholders’ Meeting by the majority vote of the shareholders, except if otherwise determined by these By-Laws.

 

17


 

Annex B

 

OPTION PRICE

 

The purchase or sale price for the Common Shares of the Company purchased and sold under the 2nd Call Option or the 2nd Put Option shall be calculated in accordance with the following formula:

 

6.5 times EBITDA minus (i) Net Debt, plus (ii) 50% of tax on capital gain paid by VCP on this transaction exceeding US$10,000,000 (ten million United States Dollars, provided however that the contribution by Xxxxxxxx for this tax must not exceed US$6,000,000 (six million United States Dollars), minus (iii) the payment by Xxxxxxxx of US$114,000,000 (one hundred and fourteen million United States Dollars) for the first 60% of the Common Shares of the Company, (iv) minus Reais Equivalent to US$38,000,000 (thirty eight million United States Dollar) ONLY IF the 1st Call Option or the 1st Put Option has been exercised. Provided, however, that the total price for 100% of the Common Shares of the Company shall not in any case be lower than US$165,000,000 (one hundred and sixty five million United States Dollars) (the “Floor Price”) and not higher than US$190,000,000 (one hundred and ninety million United States Dollars). For the avoidance of doubt, the Floor Price shall not limit Xxxxxxxx’x ability to receive indemnification payments based on possible post-closing claims under the Joint Venture Agreement.

 

As used in this formula:

 

“EBITDA” shall mean the average annualized EBITDA (Earnings Before Interest Taxes Depreciations and Amortization according to IFRS) of the Company calculated for the 24 months starting from September 1, 2007, provided that, any gains or losses from Strategic Investments after the date hereof shall be eliminated for the purposes of determining the EBITDA.

 

“Net Debt” shall mean the interest bearing debt less cash and cash equivalents of the Company (according to IFRS) at the end of the calendar quarter immediately preceding the date of the exercise of the 2nd Call Option or 2nd Put Option, provided that, any

 

[ILLEGIBLE SIGNATURE]

 

26


 

indebtedness incurred by the Company after the date hereof relating to Strategic Investments shall be eliminated from the calculation of Net Debt.

 

“Strategic Investments” mean any capital expenditures other than ordinary maintenance capital expenditures.

 

“IFRS” means International Financial Reporting Standards.

 

[ILLEGIBLE SIGNATURE]

 

27


 

Annex F
Utilities Agreement

 

 

 


 

ANNEX F

 

 

UTILITIES SUPPLY AGREEMENT

 

by and between

 

Votorantim Celulose e Papel S.A.

 

and

 

Xxxxxxxx Jacareí Indústria de Papéis Especiais S.A.

 

and, as intervening party,

 

Xxxxxxxx Louveira Ltda.

 

 

[ILLEGIBLE SIGNATURE]

 


 

UTILITIES SUPPLY AGREEMENT

 

By this UTILITIES SUPPLY AGREEMENT (this “Agreement”) dated [Date] between, on one side, Votorantim Calulose e Papal S.A., with head offices in São Paulo, State of São Paulo, at Alameda Santos, 1357, 6th floor, registered with CNPJ/MF under no. 60.643.228/0001-21, herein represented in accordance with its by-laws (“Supplier”), and, on the other side, Xxxxxxxx Jacareí Indústria de Papeis Especiais S.A., a corporation (sociedade anõnima) organized under the laws of the Federative Republic of Brazil, with head offices in Jacareí, State of São Paulo, at [address], registered with CNPJ/MF under no.[      ] herein represented in accordance with its articles of association (“JVC”) (hereinafter jointly referred to as “Parties”), and, as intervening party,  Xxxxxxxx Louveira Ltda., with head offices in Louveira, State of São Paulo, at Ruo Xxxxxxx Xxxxx, 770 — Capivari, registered with CNPJ/MF under no.00.767.144/0001-78, herein represented in accordance with its by-laws (“Xxxxxxxx”).

 

RECITALS

 

WHEREAS, the JVC has recently acquired a certain paper operation located in Jacareí, State of São Paolo, from the Supplier;

 

WHEREAS, the JVC wishes to contract Supplier to supply certain utilities for such paper machine operation;

 

WHEREAS, the JVC wishes to contract Supplier to provide treatment and disposal services of certain byproducts generated by such paper machine operation;

 

WHEREAS, Supplier wishes to provide such utilities and treatment and disposal services to the JVC; and

 

WHEREAS, Xxxxxxxx, in its capacity of majority shareholder of the JVC, has agreed to bear the installation costs of certain meters to be used by the JVC in connection with the measurement of certain utilities flow from Supplier to the JVC and of certain byproducts flow from JVC to Supplier.

 

NOW, THEREFORE, the parties do agree as follows:

 

1.             DEFINITIONS

 

1.1.      The following terms, as used herein, shall have the following meaning:

 

“Agreement” means this Utilities Supply Agreement and all the schedules and exhibits hereto attached.

 

“ICC” means the International Chamber of Commerce.

 

[ILLEGIBLE SIGNATURE]

 

2


 

“Effluent Treatment” includes normal process effluent, sanitary sewer, and stormwater flows as well as primary and secondary sludge treatment and disposal.

 

“Force Majeure Event” has the meaning set forth in Section 8.1.

 

“Slush Pulp Supply Agreement” means the Slush Pulp Supply Agreement, dated the date hereof, by and between Supplier and the JVC, for the supply of slush pulp by Supplier to the JVC.

 

2.        SCOPE OF UTILITIES SUPPLY

 

2.1.      Pursuant to this Agreement, Supplier shall provide the JVC with (i) the utilities specified in Exhibit 2.1(a) hereof (the “Utilities”); and (ii) the Effluent Treatment services of byproducts and residues (“Byproducts”) specified in Exhibit 2.1(b) (the “Effluent Services”). Supplier hereby represents and warrants that it will have by the time of the supply all required licenses and authorizations for (the provision of the Utilities under this Agreement.

 

2.1.1. All Utilities must be delivered lo the JVC paper operation site.

 

2.2.      JVC will send the Byproducts to Supplier in order to allow it rendering the Effluent Services.

 

2.3.      JVC shall at all times inform Supplier of all JVC’s safety and environmental requirements in force.

 

2.4.      Supplier shall at all times inform JVC of all Supplier’s safety and environmental requirements in force.

 

3.             COMPENSATION

 

3.1.      For each of the Utilities end Effluent Services to be supplied from Supplier to the JVC, the JVC shall compensate Supplier in accordance to the applicable formulas set forth on Schedule 3.1.

 

3.2.      Supplier shall monthly inform to JVC the natural gas price, including gas price components and formulas used by COMGAE, applicable to the immediate previous month within two (2) business days after Supplier becomes aware of such price. The natural gas price information may be audited by JVC at any time provided that the Supplier receives a two (2) business-day prior notice of such auditing. Supplier shall provide JVC with copies of the monthly invoice from COMGAS indicating Supplier’s monthly consumption volume of natural gas and the respective prices charged from January to December 2006; as well as the gas price components and formulas used by COMGAS from January to December 2006 established by CSPE/SP in 2006. Such information shall be provided by Supplier no later than August 1st, 2007.

 

3.3.      On the first business day of even month, JVC shall inform to Supplier the monthly gross production values of base paper, printing and writing paper and coated paper of the immediate previous month. These values may be audited by Supplier at any time provided that the JVC receives a two (2) business-day prior notice of such auditing.

 

3.4.      Relevant meters to be used by JVC for the measurement of Utilities supply from Supplier to the JVC and Byproducts supply from the JVC to the Supplier (“Meters”) shall be installed, calibrated and maintained by the Supplier at the JVC’s premises

 

[ILLEGIBLE SIGNATURE]

 

3


 

according to the technical specifications provided by Xxxxxxxx to Supplier, provided, however, that such specifications are in accordance with Brazilian legislation. Such meters shall include bypasses in order to allow its maintenance without stopping Utilities or Byproducts flow. Such Meters shall also remain property of the JVC at all times, unless the Supplier is required by law to retain property and/or to operate the Meters. The JVC shall be entitled to audit the precision of such equipment whenever it so wishes, at its own expenses.

 

3.4.1.           The calibration costs shall be borne by Supplier.

 

3.4.2.           The acquisition and installation costs and expenses of the Meters to be acquired and paid by JVC up to the limit of US$ 1,100,000.00 (one million and one hundred thousand US Dollars) shall be considered a Strategic Investment to be solely funded by Xxxxxxxx under the Shareholders’ Agreement to be executed by Supplier and Xxxxxxxx.

 

4.             INVOICING AND PAYMENT TERMS

 

4.1.      JVC shall monthly compensate Supplier for the Utilities and Effluent Services acquired during the immediate previous month in accordance to the following provisions:

 

4.1.1.           The Utilities Electrical Energy and Steam will be paid by JVC to Supplier on or until the final term to the payment of the invoice issued by the natural gas supplier to Supplier operations. Supplier shall send to JVC the invoice of the Utilities Electrical Energy and Steam within two (2) business days as of the Supplier receives from the natural gas suppler the applicable invoice.

 

4.1.2.           The other Utilities and the Effluent Services will be paid by JVC to Supplier within fifteen (15) days as of the delivery of the relevant invoice to JVC.

 

4.2.      All taxes and duties arise (and may arise in the future) as a result of Supplier’s performance of its obligations under this Agreement are not included in the formulas set forth on Schedule 3.1. Those taxes and duties (excepting income taxes) shall be included in the Utilities and Effluent Services Invoices to be paid by JVC.

 

4.2.1.           The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between VCP and Xxxxxxxx Louveira Ltda.

 

4.3.      Pursuant to this Agreement until December 31st, 2007, the Tarifa sobre Uso de Sistema de Distribuição Livre Consumo charged over the electricity provided by the Supplier to the JVC in accordance to Brazilian current regulation, shall be borne by Supplier.

 

4.4.      In the event an error (other then a material error as mentioned in 4.5 below) is found in any invoice, whether a shortfall or an excess, JVC shall pay the full amount of the invoice and Supplier shall make the appropriate correction for setting-off such error in the following invoice.

 

4.5.      Notwithstanding 4.4 above, should any material error be verified by JVC, it may, within five (5) days after the receipt of such invoice, notify Supplier to correct the error and to reissue the accurate invoice, which new invoice shall be paid by JVC within five (5) days after receipt of the new invoice. In case Supplier is not able to correct the error

 

[ILLEGIBLE SIGNATURE]

 

4


 

and reissue the accurate invoice within such 5-day period, then JVC shall only pay the non disputed amount.

 

4.6       If Supplier disagrees with the disputed amount claimed by JVC, the dispute will be submitted to the shareholders of JVC in order to pursue an amicable solution for such dispute no later than two (2) days prior to the issuance of the next invoice.

 

5.             VOLUMES

 

5.1.      The Utilities and Byproducts estimate volumes for the year 2007 shall abide to the monthly operational and production forecast for the year, as per Schedule 5.1. hereof.

 

5.2.      The JVC shall submit to the Supplier within a 6-month prior written notice its intension to increase or decrease the consumption of Utilities for any given year in an amount higher than twenty percent (20%) of the consumption of the previous year. The increase or decrease in the consumption of Utilities by the JVC in an amount higher than twenty percent (20%) of the consumption of the previous year shall only be carried out upon written approval of the Supplier, which may not be unreasonably withheld and shall be given within the period of 30 days following the receipt by JVC of such written notice. In case an error is identified on the relevant meters, such error shall not count as any increase or decrease in the consumption of Utilities.

 

6.             UTILITIES INTERRUPTIONS

 

6.1.      Except as otherwise specifically provided for hereunder, Supplier shall guarantee the supply of Utilities for the JVC at all times, and the JVC shall guarantee the supply of Byproducts to the Supplier at all times.

 

6.2.      The Supplier shall be entitled to stop the supply of Utilities hereunder for up to two days (applicable to all the Utilities, in a global basis) during the annual scheduled maintenance stoppage of its pulp plant, and no indemnification shall be due from Supplier to JVC for such interruption of supply. The Supplier shall give to the JVC (i) a 6-month written prior notice of such annual scheduled maintenance stoppage informing the month when the supply of the Utilities will be suspended; and (ii) afterwards, a 3-month written prior notice of such annual scheduled maintenance stoppage informing the exact day when the supply of the Utilities will be suspended.

 

6.3.      Besides the scheduled interruption in the supply of Utilities, the Supplier shall be entitled to interrupt the supply of Utilities to the JVC for up to seventy (70) hours (consecutive or not) per year. For any and each event of Utilities supply interruption, one additional hour shall be accounted for the purpose of establishing the referred 70 hours mentioned above.

 

6.3.1.           In the event that any Utility does not match the quality specifications as set forth in Exhibits 2.1(a) and 2.1(b) attached hereto, such non-compliance with the specifications shall be regarded as an interruption in the Utilities supply in connection with the provisions established in clause 6.3, provided that said non-compliance:

 

(a)            is duly proven to have been exclusively caused by Supplier’s fault and in no event caused by the Utilities’ vendors (for instance, COMGAS in regard to the provision of natural gas) or by JVC’s itself and

 

[ILLEGIBLE SIGNATURE]

 

5


 

(b)           has a direct negative impact in JVC’s production process so that the specification nor-compliance (i.e. cause) results in loss of (or defective) production (i.e. consequence).

 

6.3.1.1.      Any non-compliance in the specifications shall be subject to verbal communications by JVC to Supplier, being (i) the first of them, within one (1) hour as of the moment that the non-compliance is acknowledged by JVC, informing the occurrence of a potential non-compliance; and (ii) the second one, within three (3) hours as of the moment that the non-compliance is acknowledged by JVC, confirming the occurrence of the non-compliance and informing the nature and extent thereof. The second communication shall be confirmed in writing within twenty four (24) hours as of the non-compliance is acknowledged by JVC.

 

6.3.1.2.      In the event any of the parties identify any non-conformity in the specifications of any Utilities, the plant managers of each party present in the site shall endeavor their best efforts to cooperate with each other and solve any non-conformity as soon as practicable, without negative impacts to either party, with the urgency demanded by the actual situation.

 

6.3.1.3.      If any party considers that the other party have not endeavored its best efforts to solve alleged non-conformities as stated in the previous clause, the former may notify the latter to take the necessary measures within a feasible period of time, according to the actual situation.

 

6.3.1.4.      If the notified party disagrees with the content of the notice submitted to it, the dispute will be escalated to the shareholders of JVC in order to finally pursue an amicable solution for such dispute. If such amicable solution is not reached, the parties and JVC’s shareholders shall submit their dispute as well as all their arguments gathered throughout the period incurred to attempt the amicable solution to arbitration as provided for in this Agreement.

 

6.3.2.  Should Supplier fail (due to its fault) to supply Utilities to the JVC for more than seventy (70) hours in any given twelve (12)-month period, then Supplier shall pay the JVC a indemnification equivalent to the contribution margin of the interruption period in excess of seventy (70) hours within any given twelve (12)-month period, pursuant to the following formula:

 

Indemnity per stoppage hour = Hour Paper Contribution Margin (in average R$/ton of the paper commercialized by JVC in the previous month) x average hour paper production volume forecast for the month of calculation of the Indemnity (ton).

 

6.3.3.  Regardless of the above formula, it is understood that the aggregate annual compensation payable by Supplier to the JVC hereunder shall in no event exceed USD 1,000,000.00 (one million US Dollars).

 

7.        TERM AND TERMINATION

 

7.1       This Agreement shall enter into force on this date and shall remain in affect for an indeterminate term.

 

7.2.      This Agreement may be terminated (i) by Supplier upon delivery of a 5-year prior termination notice to JVC, or (ii) by JVC upon delivery of a 2-year prior termination notice to Supplier

 

[ILLEGIBLE SIGNATURE]

 

6


 

7.3.      Notwithstanding any other provision of this Agreement, the electric power will only be supplied by Supplier to JVC (i) until the end of December of 2007 or (ii) until the Agéncia Nacional de Energia Elétrica - XXXXX grants the appropriate authorizations and the fiscal authorities grant the required regime especial in order to allow JVC and Supplier to jointly generate electric power with the power-generation unit located within the Supplier Jacareí pulp plant site, whichever between (i) and (ii) occurs later. In this sense, neither party represents or warrants to the other that JVC will have all the required authorizations necessary to generate electric power as a self-generator and to jointly generate electric power with VCP, prior to December 31st, 2007.

 

7.4.      This Agreement may be early terminated by either Party if the Force Majeure Event lasts longer than 60 (sixty) consecutive days as of the receipt of the written notice from the Party declaring such Force Majeure Event, as provided in Clause 8.2, without any burden or penalties to any of the Parties.

 

8.        FORCE MAJEURE

 

8.1.      Performance by Supplier and/or JVC under this Agreement may be suspended or curtailed without liability to the other party to the extent, and for so long as any event which is not reasonably foreseeable or, if reasonably foreseeable, is beyond the control of the party claiming suspension, and, in either case, prevents total or partial performance by such party of its obligations under this Agreement (a “Force Majeure Event or Events”), including but not limited to lightning, typhoons, fires, floods, earthquake or other acts of nature, explosions, wars, acts of vandalism and strikes.

 

8.2.      Any delay, limitation or failure of performance due to one or more Force Majeure Event(s) shall not be deemed a breach of or failure to perform under this Agreement or any part hereof and this Agreement shall otherwise remain unaffected; provided, that the party so prevented from complying with its obligations hereunder shall (i) promptly verbally notify the other party as soon as practical but not later than 1 (one) day after the respective party becomes aware of the Force Majeure Event(s), and (ii) within 5 (five) days from the Force Majeure Event, confirm such notice in writing, including all particulars of the Force Majeure Event(s), such as but not limited to, the best estimate of the term of such Force Majeure Event(s), and the parties shall meet as promptly as practicable to discuss the circumstances and potential solutions to such Force Majeure Event, including mitigation of such Force Majeure Event. The party affected by a Force Majeure Event shall exercise its best efforts to mitigate or cure such Force Majeure Event as quickly as possible and shall keep the other party fully informed as to such mitigation and cure efforts.

 

9.        INDEMNITY

 

9.1.      Except for claims arising from JVC’s sole negligence, Supplier hereby agrees to indemnify, defend and hold harmless JVC and its directors, officers, employees, successors and assigns from and against any and all claims, losses, liabilities, lawsuits and expenses (including attorneys’ fees) (“Claims”), resulting from or related to (i) the death of or injury to persons, or destruction of property, caused or alleged to be caused in whole or in part by any defect in goods or services purchased hereunder, (ii) any breach or alleged breach of a warranty by Supplier, (iii) any act or omission of Supplier and/or Supplier’s agents, and (iv) non-compliance with the Federal, State and local environmental regulations and/or any legal environmental requirements applicable to the activities to be performed by Supplier under this Agreement.

 

9.2.      Except for claims arising from Supplier’s sole negligence, JVC hereby agrees to indemnify, defend and hold harmless Supplier and its director, officers, employees.

 

[ILLEGIBLE SIGNATURE]

 

7


 

successors and assigns from and against any and all Claims, resulting from or related to (i) the death of or injury to xxxxxxx, or destruction of property, caused or alleged to be caused in whole or in part by any defect in goods or services purchased hereunder, (ii) any breach or alleged breach of a warranty by JVC, (iii) any act or omission of JVC and/or JVC’s agents, and (iv) non-compliance with the Federal, State and local environmental regulations and/or any legal environmental requirements applicable to the activities of JVC in its premises located in the Jacareí plant.

 

10.      ENVIRONMENTAL LIABILITIES

 

10.1.    Each party shall comply with all federal, state and local environmental regulations, related to the environment. Supplier shall possess or obtain the appropriate environmental licenses and permits required to supply the Utilities and shall ensure, while executing its obligations established in this Agreement, that the use, handling, storage, treatment, discharge and disposal of hazardous substances and any other residues or materials are made in accordance with the relevant legal standards and requirements. Supplier shall also obtain equal commitment from its subcontractors.

 

10.2.    Supplier will be exclusively liable for any Supplier’s proven breach of the Federal, State and local environmental regulations and/or requirements set by the relevant environmental authorities applicable to the activities to be developed as a result of its obligations under this Agreement. Likewise, JVC will be exclusively liable for any JVC’s proven breach of the Federal, State and local environmental regulations and/or requirements set by the relevant environmental authorities applicable to the activities to be developed by JVC in its premises located in the Jacareí plant.

 

10.3.    In the event either party receives any notification from the environmental authorities or governmental bodies or authorities in charge of environmental issues, notice or infraction to environmental laws, administrative claims or is sued by any third party, including the Ministry of Public Prosecution, by reason of environmental damage resulting from or in connection with the activities of the other party, as well as breach of Federal, State or local environmental legislation, the breaching party shall indemnify, defend, and hold harmless the other party from such claim, including reimbursing the latter in full for any paid fines, penalties, and attorneys’ fees.

 

11.      PROPRIETARY INFORMATION

 

11.1.    JVC shall consider all information furnished by Supplier to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Agreement, unless written consent is obtained from Supplier authorizing disclosure.

 

11.2.    Supplier shall consider all information furnished by JVC to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Agreement, unless written consent is obtained from JVC authorizing disclosure.

 

11.3.    The confidential obligation of this Section 11 shall not be applicable in the occurrence of the fallowing events (combined or not):

 

(a)       information was in the public domain prior to its disclosure except by the recipient’s wrongful act; or

 

(b)       Information proven by the recipient party that it was in its possession prior to receipt thereof from the disclosing party; or

 

[ILLEGIBLE SIGNATURE]

 

8


 

(c)       Information received by any party from a third party having no obligation of secrecy with respect thereof, or

 

(d)       Information disclosed by force of a judicial or arbitration determination.

 

12.      INDEPENDENT CONTRACTOR

 

12.1.    Nothing contained in this Agreement shall create or be deemed to create the relationship of employer and employee between Supplier and JVC. Except as specifically and explicitly provided in this Agreement, and subject to and in accordance with the provisions hereof, no party to this Agreement is now, shall become, or shall be deemed to be an agent or representative of the other party hereto. Except as herein explicitly and specifically provided, neither party shall have any authority or authorization, of any nature whatsoever, to speak for or bind the other party to this Agreement.

 

12.2.    Supplier has the exclusive and total liability related to labor, tax, and social security liability that may result from the provision of this Agreement. The parties hereby agree that there will be no joint or secondary liability of JVC with respect to any claims that may be filed by employees of Supplier or its subcontractors. Supplier shall answer any labor claims that may be filed by its employees and the employees of its subcontractors. JVC shall have not reparation obligation relating to any assessment, administrative proceeding, or labor claim that may be filed by an employee of Supplier or an employee of a subcontractor to Supplier.

 

12.3.    Supplier shall reimburse JVC for any and all cost and 1osses incurred in its defense against any judicial lawsuits and administrative proceedings in connection with 12.2 above, including without limitation to legal fees, court fees and judicial or extrajudicial expenses. Such reimbursement shall be made within no later than 30 (thirty) days as of the date on which Supplier receives the request of the JVC in this regard.

 

13.      ENTIRE AGREEMENT

 

13.1.    This Agreement and its exhibits as referenced in the Agreement constitute the entire agreement between the Parties regarding the supply of the Utilities and the Effluents Services.

 

14.      WAIVER; AMENDMENT

 

14.1.    No failure or delay in exercising any right power or privilege hereunder will be considered as a waiver thereof, nor will any single or partial exercise thereof prevent the future exercise thereof or the exercise of any other right, power or privilege. The rights and legal measures set forth herein will be cumulated and will not prevent any other rights or legal measures set forth in the law or in this Agreement.

 

14.2.    Any provision of this Agreement may only be amended or waived if through written form and signed by both parties hereto.

 

15.      NOTICES

 

15.1.    All notices and communications required or allowed pursuant to this Agreement, will be made in written form, in English, and will be sent by registered mail, by fax (receipt confirmed) or e-mail (receipt confirmed), to the following addresses:

 

[ILLEGIBLE SIGNATURE]

 

9


 

If to JVC:

 

[x]

Attn.: [x]

 

If to Supplier:

 

Votorantim Celulose e Papel S.A.

Al. Xxxxxx, 1357, 6th floor

São Paulo - SP

Attn.: Xxxxxx Xxxxxxx/Xxxxxxx Xxxxxxx

Fax: 5511-2138-4346

 

16.      GOVERNING LAW

 

16.1. This Agreement shall be governed and construed by the laws of the Federative Republic of Brazil.

 

17.      DISPUTE RESOLUTION

 

17.1.    The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If, within 30 (thirty) days of the receipt by Supplier or JVC of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

17.2.    The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be in the City of São Paulo, Brazil, and it shall be conducted in the English language, provided that either Supplier or JVC, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

17.3.    The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall be appointed by the ICC. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint an arbitrator, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fail to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

17.4.    The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of São Paulo.

 

[ILLEGIBLE SIGNATURE]

 

10


 

State of São Paulo, excluding any other, however privileged it may be. In addition to the authority conferred in the arbitration tribunal by the ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

17.5.        The arbitral award shall be in writing, state the reasons for the award, be final and binding on the parties, and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the true expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having Jurisdiction over the(1) relevant party or its assets.

 

IN WITNESS WHEREOF, the parties hereto do execute this Agreement on the date below, in the presence of the two undersigned witnesses.

 

São Paulo. [DATE]

 

VOTORANTIM CELULOSE E PAPEL X.X.

 

XXXXXXXX JACAREÍ INDÛSTRIA DE PAPElS ESPECIAIS X.X.

 

XXXXXXXX LOUVEIRA LTDA.

 

Witnesses:

 

 

1.

 

 

2.

 

 

Name:

 

 

Name:

 

ID:

 

 

ID:

 

[ILLEGIBLE SIGNATURE]

 

11


 

Exhibit 2.1(a) and 2.1(b)

 

Utilities and By-Products Specifications

 

Technical Specifications - Utilities and By-Products

 

Utilities

 

Unit

 

Reference value

 

Variations

 

Maximum

 

Minimum

Medium-Pressure Steam Pressure

 

kgf/cm2 (g)

 

12.5

 

0.5

 

—

 

—

Medium—Pressure Steam Temperature

 

oC

 

200

 

10

 

—

 

—

Low—Pressure Steam Pressure

 

kgf/cm2 (g)

 

4.0

 

0.2

 

—

 

—

Low—Pressure Steam Temperature

 

oC

 

155

 

10

 

—

 

—

Electric Power Voltage

 

kV

 

14.0

 

0.2

 

—

 

—

Industrial Water Pressure

 

kgf/cm2 (g)

 

3.0

 

0.5

 

—

 

—

Industrial Water Turbidity

 

NTU

 

1.0

 

0.5

 

—

 

—

Industrial Water Residual Chlorine

 

ppm

 

1.0

 

—

 

2.0

 

—

Demineralized Water Pressure

 

kgf/cm2 (g)

 

40.0

 

5.0

 

—

 

—

Demineralized Water Temperature

 

oC

 

110

 

10

 

—

 

—

Fire Water

 

kgf/cm2 (g)

 

10.0

 

1.0

 

—

 

—

Natural Gas Pressure

 

kgf/cm2 (g)

 

3.5

 

0.3

 

—

 

—

Natural Gas PCS

 

kcal/m3

 

9400

 

lbd

 

—

 

—

 

By-Products

 

Unit

 

Reference value

 

Variations

 

Maximum

 

Minimum

Condesate Temperature

 

oC

 

—

 

—

 

—

 

80

Condesate Conductivity

 

uS/cm

 

—

 

—

 

8

 

—

Effluent Treated - COD Soluble

 

kg/ton

 

 

 

 

 

 

 

 

Effluent Treated - Toxicity (Microtox)

 

 

 

[TBD — These values will be measured weekly during 2 months to build a reference]

Effluent Treated - SST

 

mWh

 

 

 

 

 

 

 

 

Effluent Treated - pH

 

 

 

 

 

 

 

 

 

 

Effluent Treated - BOD5

 

kg/d

 

 

 

 

 

 

 

 

 

Note: These values represent regular operational conditions. In case of emergency shut down or slow down, the specifications will be different.

Note: Compressed air supply to be defined until Closing.

Note: Data related to natural gas are for reference purposes only.

 

[ILLEGIBLE SIGNATURE]

 

12


 

“Schedule 3.1”

 

STEAM

 

1.             A metering system will be installed by the JVC and will attempt to start operating as soon as possible but not later than 6 months as of the execution of this Agreement. All the steam feeding lines and the returning condensed water will be measured and monitored providing continuous recording and accounting of the flow, the pressure, and the temperature. The returning condensate will be measured and monitored providing continuous recording and accounting of the flow and the temperature.

 

2.             During the first two (2) years of the term of this Agreement, the steam consumption (“Cs”), expressed in tons, will be temporarily calculated based on the gross paper production according to the following formula:

 

Cs [Steam tons] = Baseg x 2,811 + P&Wg x 2,859 + Coatedg x 1,036

 

Where:

·      Baseg is the monthly base paper gross production [tons], measured at the paper machine reeler

·      P&Wg is the monthly printing & writing paper gross production [tons], paper machine finished, measured at the paper machine reeler

·      Coatedg is the monthly coated paper gross production [tons], measured at the coated reeler

 

2.1.          The monthly fee will be calculated according to the following formula:

 

Monthly fee [R$] = Cs x (3.9 x Inflation Index + 43.6 x (G/Go))

 

Where:

·      Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment

·      Go is the 2006 year average gas specific price expressed in R$/m3 allocated to the paper mill, taxes excluded

·      G is the monthly gas specific price expressed in R$/m3, allocated to the paper mill, taxes excluded

·      The gas specific process expressed in R$/m3 are considering the gross calorific power of 9,400 kcal/m3, according to current contract conditions of COMGAS. In case the gross calorific power changes, then a new gas specific price will be accounted corrected by the gross calorific power deviation, as long as it is in line with COMGAS* prevailing contract terms.

 

3.             Starting in the following day after the second anniversary of this Agreement, the monthly fee will be calculated according to the following formula:

 

[ILLEGIBLE SIGNATURE]

 

13


 

Monthly fee [R$] = C’s x (3.9 x Inflation Index + 43.6 x (G/Go))

 

Where

·      C’s is the measured consumption of steam by the new metering system to be installed

 

[ILLEGIBLE SIGNATURE]

 

14


 

ELECTRICAL ENERGY

 

1.             A electrical energy metering system will be installed by the JVC and will attempt to start operating as soon as possible but not later than 6 months (the “Installation Date”). All electrical feeding lines will be measured and monitored providing continuous recording and accounting.

 

2.             Until the Installation Date, the electrical consumption (“Ce”), expressed in kWh, will be temporarily calculated based on the gross paper production according to the following formula:

 

Ce[electrical energy KWh] = Baseg x 570,86 + P&Wg x 506,28 + Coatedg x 239,68

 

Where:

·      Baseg is the monthly base paper gross production [tons], measured at the paper machine reeler

·      P&Wg is the monthly printing & writing paper gross production [tons], paper machine finished, measured at the paper machine reeler

·      Coatedg is the monthly coated paper gross production [tons], measured at the coater reeler

 

2.1.       The monthly fee will be calculated according to the following formula:

 

Monthly fee [R$] = Ce x (15,6 x Inflation Index + 107.1 x (G/Gg))/1000

 

Where:

·      Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment.

·      Ge is the 2006 year average gas specific price expressed in R$/m3 allocated to the paper mill, taxes excluded.

·      G is the monthly gas specific price expressed in R$/m3, allocated to the paper mill, taxes excluded.

·      The gas specific prices expressed in R$/m3 are considering the gross calorific power of 9,400 kcl/m3, according to current contract conditions of COMGAS. In case the gross calorific power changes, then a new gas specific price will be accounted corrected by the gross calorific power deviation, as long as it is in line with COMGAS prevailing contract terms.

 

3.             Within six (6) months as of the Installation Date, a correction factor “Ke” (i.e. Ce/C’e) will be calculated, based on the actual measured consumption C’e prior to the Installation Date, considering the same gross production of paper used to calculate the Ce. If the Ke factor is higher than 1 (one), the Supplier shall pay to the JVC an amount resulting from the following formula:

 

ASe = (Ke - 1) x TFe

 

Where:

·      ASe = amount to be paid by Supplier to the JVC.

 

[ILLEGIBLE SIGNATURE]

 

15


 

·      TFe = total fee charged by Supplier to the JVC due to electricity supply from September 1st, 2007 through the Installation Date

 

3.1.1.       Such payment may be replaced by discounts over the next Utilities, supply invoices.

 

3.2.          If the Ke factor is less than 1 (one), the JVC shall pay to the Supplier an amount resulting from the following formula:

 

AJVCe = (1 - Ke) x TFe

 

Where:

·      AJVCe = amount to be paid by Supplier to the JVC

 

3.2.1.       Such payment shall be added to the following invoice lo be submitted by Supplier to JVC under this Agreement.

 

4.             Starting as of the Installation Date, the monthly the will be calculated according to the following formula:

 

Monthly fee [R$] = C’e x (15.6 x Inflation Index + 107.1 x (G/Gg))/1000

 

Where:

·      C’e is the measured consumption of electricity.

 

5.             Upon the end of December 2007 or upon the granting by XXXXX of the appropriate authorizations and by the fiscal authorities of the required regime especial so as to allow JVC and Supplier to jointly generate electric power, as per clause 7.3 of this Agreement, the charging of the above fee will be discontinued and replaced by the Monthly fee stated under a certain Operation & Maintenance Services Agreement (“O&M Agreement”) regarding to the fixed portion represented by “C’e x (15.6 x Inflation Index)”

 

[ILLEGIBLE SIGNATURE]

 

16


 

DELIVERY COST

 

The monthly fee covering the Delivery Cost JVC shall pay to VCP will be calculated according the fallowing formula:

 

Monthly fee [R$] = (C’g x 6.7 + C’e x 16.5/1000) x Inflation Index

 

1.             There will be a yearly take-or-pay for the delivery cost according to the following rule:

 

Whenever, in a given year starting from September lst, 2007 and for reasons exclusively caused by the JVC.

 

((Se-S’e)/Se + (Sg-S’v)/Sv) > 0.1

 

Where

 

·                  Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment

·                  The yearly predicted electrical consumption “Se” shall be equal Co 83.193.092/Ke [KWh]

·                  The measured electrical consumption in the current year “S’e”

·                  The yearly predicted steam consumption “Sv” shall be equal to 407.831/Kv [tons]

·                  The steam consumption in the current year “S’v”

 

Then the JVC shall be charged with a minimum yearly delivery compensation of R$ 3.694.640 x Inflation Index (as defined above).

 

1.1.          The aggregate yearly compensation payable by the JVC to the SUPPLIER hereunder shall in no event exceed R$ 4.105.155 x Inflation Index.

 

1.2.          The values for the minimum and maximum yearly delivery compensation defined above are valid as long as there is no expansion in JVC’s operation that requires VCP to incur in additional costs needed far the Utilities plant modification. In case JVC decides to carry out such expansion, both parties shall agree on such need and an adjusted minimum and maximum yearly delivery compensation.

 

1.3.          However, no minimum yearly compensation shall be due in any year when a market-related downtime occurs as long as VCP (or KSR) acts as the JVC’s agent or distributor or sales representative for P&W or C2S paper grades (as specified in the “Sales Representation Agreement”) executed between the Parties, attached hereto as Appendix A).

 

1.4.          Despite the fact that the electric power will only be supplied be Supplier to JVC (i) until the end of December of 2007 or (ii) until XXXXX grants the appropriate authorizations and the fiscal authorities grant the required regime especial in order to allow JVC and Supplier to jointly generate electric power, as per clause 7.3 of this Agreement, Supplier shall continue to charge, and JVC shall continue to pay, the above

 

[ILLEGIBLE SIGNATURE]

 

17


 

Delivery Cost Monthly fee, as an additional consideration for services supplied by Supplier to JVC under the O&M Agreement. Such Delivery Cost Monthly fee shall be paid in addition to (and not in lieu of) any other for or price set forth in said O&M Agreement.

 

[ILLEGIBLE SIGNATURE]

 

18


 

DEMINERAL1ZED WATER

 

1.             The demineralized water consumption (“Cdw”), expressed in cubic meters, will be calculated based on the gross paper production according to the following formula:

 

Cw[dem. water cubic meter] = Baseg x 0,544 + P&Wg x 0,544

 

Where:

·                  Baseg is the monthly base paper gross production [tons], measured at the paper machine reeler

·                  P&Wg is the monthly printing & writing paper gross production [tons],. paper machine finished, measured at the paper machine reeler

 

1.1.                    The monthly fee will be calculated according to the following formula:

 

Monthly fee [R$] = Cdw x 0,45 X (Tdw/Tdwo)

 

Where:

·                  Tdwo is 1/12 of the average cost of the 2006 year total technical consumptions [R$] caused by the demineralized water consumption in the paper mill

·                  Tdw is the total monthly technical consumptions [R$] caused by the demineralized water consumption in the paper mill

 

[ILLEGIBLE SIGNATURE]

 

19


 

INDUSTRIAL WATER

 

1.             A water metering system will be installed by the JVC and will attempt to start operating as soon as possible but not later than 6 months (the “Installation Date”). All water feeding lines will be measured and monitored providing continuous flow recording and accounting.

 

2.             Until the Installation Date, the water consumption (“Cw”), expressed in cubic meters, will be temporarily calculated based on the gross paper production according to the following formula:

 

Cw[water cubic meter] = Baseg x 25,17 + P&Wg x 25,45 + Coatedg x 1,38

 

Where:

·                  Baseg is the monthly base paper gross production [tons], measured at the paper machine reeler

·                  P&Wg is the monthly printing & writing paper gross production [tons], paper machine finished, measured at the paper machine reeler

·                  Coatedg is the monthly coated paper gross production [tons], measured at the coater reeler

 

2.1.                    The monthly fee will be calculated according to the following formula:

 

Monthly fee [R$] = Cw x (73,7 X Inflation Index + 87,1 x (Tw/Two))/1000

 

Where:

·                  Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment

·                  Two is 1/12 of the cost of the 2006 year total technical consumptions [R$] caused by the water consumption in the paper mill

·                  Tw is the Total monthly technical consumptions [R$] caused by the water consumption in the paper mill

 

3.             Within six (6) months as of the Installation Date, a correction factor “Kw” (i.e. Cw/C”w) will be calculated, based on the actual measured consumption C”w prior to the Installation Date, considering the same gross production of paper used to calculate the Cw. If the Kw factor is higher than 1 (one), the Supplier shall pay to the JVC an amount resulting from the following formula:

 

ASw = (kw - 1) x TFw

 

Where:

·                  ASw = amount to be paid by Supplier to the JVC

·                  TFw = total fee charged by Supplier to the JVC due to industrial water supply from September 1st, 2007 through the Installation Date

 

3.1.1.       Such payment may be replaced by discounts over the next Utilities supply invoices.

 

[ILLEGIBLE SIGNATURE]

 

20


 

3.2.          If the Kw, factor is less than 1 (one), the JVC shall pay to the Supplier an amount resulting from the following formula:

 

AJVCw = (1 - Kw) x TFw

 

Where:

·                  AJVCw = amount to be paid by Supplier to the JVC

 

3.2.2.       Such payment shall be added to the following invoice to be submitted by Supplier to JVC under this Agreement.

 

4.             Starting as of the Installation Date, the monthly fee will be calculated according to the following formula:

 

Monthly fee [R$] = C”w  X (73,7 x Inflation lndex + 87,1  x (TwTwo))/1000

 

Where:

·                  C’w [water cubic meter] is the measured consumption of industrial water

 

[ILLEGIBLE SIGNATURE]

 

21


 

EFFLUENTS

 

1.             An effluent metering system will be installed by the JVC and will tentatively start operating as soon as possible but not later than 6 months (the “Installation Date”). All effluent lines will be measured and monitored providing continuous flow recording and accounting.

 

2.             Until the Installation Date, the effluent treatment volume (“Cell”), expressed in cubic meters, will be temporarily calculated based on the gross paper production according to the following formula:

 

C[Illegible] cubic meters] = Baseg x 32,72 + P&Wg x 33.00 + Coatedg x 0.78

 

Where:

·                  Baseg is the monthly base paper gross production [tons], measured at the paper machine reeler.

·                  P&Wg is the monthly printing & writing paper gross production [tons], paper machines finished, measured a the paper machine reeler.

·                  Coatedg is the monthly coated paper gross production [tons], measured at the coated reeler

 

2.1.                    The monthly fee will be calculated according to the following formula:

 

Monthly fee [RS] = Celf x (114.3 x inflation Index + 371.6 x (Teff /T[Illegible])/1000

 

Where:

·                  Inflation Index is the accumulated IPCA, starting from July 1st, 2006 (baseline) through the last day of the month previous to the applicable payment

·                  T[Illegible] is 1/12 of the average cost of the 2006 year total technical consumptions [RS] caused by the water consumption in the paper mill

·                  Teff is the total monthly technical consumptions [RS] caused by the water consumption in the paper mill

 

3.             Within six (6) months as of the Installation Date, a correction factor “Keff” (i.e. C[Illegible]) will be calculated, based on the actual measured consumption C’eff prior to the Installation Date, considering the same gross production of paper used to calculate the Ceff. If the Keff factor is higher than 1 (one), the Supplier shall pay to the JVC an amount resulting from the following formula:

 

ASeff = (Keff - 1) x TFw

 

Where:

·                  ASeff = amount to be paid by Supplier to the JVC

·                  TFeff = total fee charged by Supplier to the JVC due to industrial water supply from September 1st, 2007 through the Installation Date

 

3.1.1        Such payment may be replaced by discounts over the next Utilities supply invoices.

 

[ILLEGIBLE SIGNATURE]

 

22


 

3.2                    If the Keff factor is less than 1 (one), the JVC shall pay to the Supplier an amount resulting from the following formula:

 

AJVCeff = (1-Keff) x TFw

 

Where:

·                  AJVCeff = amount to be paid by Supplier to the JVC

 

3.2.3.        Such payment shall be added to the following invoice to be submitted by Supplier to JVC under this Agreement.

 

4.             Starting as of the Installation Date, the monthly fee will be calculated according to the following formula:

 

Monthly fee [RS] = Ceff x (114.3 x Inflation Index + 371,6 x (Teff/Teff))/1000

 

Where:

·                  C’eff is the measured volume of effluents

 

[ILLEGIBLE SIGNATURE]

 

23


 

Exhibit 5.1

 

Utilities and Byproducts estimate volumes for the year 2007

 

2007 Utilities Plan Paper Mill - Real / Rolling Forecast (“RF”)

 

Paper Machine J1

 

Unit

 

jan/07
Real

 

feb/07
Real

 

mar/07
RF

 

apr/07
RF

 

may/07
RF

 

jun/07
RF

 

jul/07
RF

 

aug/07
RF

 

sep/07
RF

 

oct/07
RF

 

nov/07
RF

 

dec/07
RF

 

Average 07
RF

 

Steam

 

Kg/ton

 

2,422

 

2,435

 

3,100

 

3,100

 

3,100

 

3,100

 

3,100

 

3,015

 

3,100

 

3,100

 

3,100

 

3,100

 

2,980

 

Electric Power

 

Kwh/ton

 

476

 

521

 

477

 

477

 

477

 

477

 

477

 

477

 

477

 

477

 

477

 

477

 

450

 

Industrial Water

 

m3/ton

 

23.8

 

29.2

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

25.5

 

26

 

Effluent Treated

 

m3/ton

 

28.1

 

26.6

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

33.9

 

32.8

 

Demineralized Water (5%)

 

m3/ton

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

1.5

 

Compressed Air (7%)

 

m3/ton

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

100

 

Steam for SMI for Precipitated Calcium Carbonate (PCC) production

 

kg/ton

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

224

 

Electric Energy for SMI for PCC production

 

kWh/ton

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

40

 

Industrial Water for SMI for PCC production

 

m3/ton

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

0.6

 

Effluent Treated for SMI

 

m3/ton

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

0.4

 

 

Coater JC2

 

Unit

 

jan/07
Real

 

feb/07
Real

 

mar/07
RF

 

apr/07
RF

 

may/07
RF

 

jun/07
RF

 

jul/07
RF

 

aug/07
RF

 

sep/07
RF

 

oct/07
RF

 

nov/07
RF

 

dec/07
RF

 

Average 07
RF

 

Steam

 

kg/ton

 

1,073

 

1,084

 

1,084

 

1,084

 

1,084

 

1,084

 

1,084

 

1,300

 

1,077

 

1,077

 

1,077

 

1,077

 

1,098

 

Electric Power

 

kWh/ton

 

233

 

199

 

233

 

233

 

233

 

233

 

233

 

233

 

233

 

233

 

233

 

233

 

229

 

Industrial Water

 

m3/ton

 

1.8

 

1.7

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

1.3

 

Effluent Treated

 

m3/ton

 

1.0

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

0.7

 

Compressed Air (7%)

 

m3/ton

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

82

 

 

[ILLEGIBLE SIGNATURE]

 

24


 

Annex G
Slush Pulp Supply Agreement

 


 

ANNEX G

 

 

 

 

SLUSH PULP SUPPLY AGREEMENT

 

dated as of

 

[date]

 

between

 

VOTORANTIM CELULOSE E PAPEL S.A.

 

and

 

XXXXXXXX JACAREÍ INDŪSTRIA DE PAPEIS ESPECIAIS S.A.

 

 

 

 

[ILLEGIBLE SIGNATURE]

 


 

SLUSH PULP SUPPLY AGREEMENT

 

By this SLUSH PULP SUPPLY AGREEMENT (this “Agreement”) dated [date] between, on one side, Votorantim Celulose e Papel S.A., with head offices in São Paulo, State of Sao Paulo, at Xxxxxxx Xxxxxx, 1357, 6th floor, registered with CNPJ/MF under no. 60.643.228/0001-21 herein represented in accordance with its by-laws (“VCP”), and, on the other side, XXXXXXXX JACAREÍ INDÚSTRIA DE PAPEIS ESPECIALIS S.A., a corporation in process of being organized, with registered office at Rodovia General Xxxxxxx xx Xxxxx Xxxxxxx, XX 00, Xx 84, Sala X. Xxxx Rural, in the city of Jacareí State of São Paulo., herein represented in accordance with its By-laws (“JVC”) (hereinafter jointly referred to as “Parties”).

 

W I T N E S S E T H:

 

WHEREAS the JVC wishes to contract VCP to provide pulp for the operation of the JVC;

 

WHEREAS VCP wishes to provide such pulp to the JVC;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the Parties hereto agree as follows:

 

1.             PULP SUPPLY. Subject to the terms and conditions hereof, VCP shall supply the JVC with ECF slush pulp, being ninety percent (90%) out of the total volume according to the technical specifications provided in Schedule 1.2 hereto and the remaining ten percent (10%) ECF slush pulp according to the technical specifications provided in Schedule 3.3.

 

1.1.          The quality of the pulp supplied hereunder shall be assessed by sample collection according to the monitoring plan in Schedule 1.1 hereto and laboratory tests to be carried out by VCP’s employees in VCP’s laboratory. The JVC shall be allowed to have access to the test results and to audit such tests and their results whenever necessary, at its sole discretion.

 

1.2.          The dirt count technical specification of the ECF slush pulp provided hereunder shall be assessed indirectly through the laboratorial analysis of samples of the dry pulp based on quality monitoring plan in Schedule 1.1 which technical specifications are provided in Schedule 1.2 hereto.

 

[ILLEGIBLE SIGNATURE]

 


 

1.2.1.       Should there be any doubts regarding the quality of the ECF slush pulp in its technical specification, then the JVC shall be entitled to request a sample of the ECF slush pulp fed to the J1 paper machine for laboratorial analysis, at its expertise.

 

1.2.2.       Should the technical specifications provided in Schedule 1.2 not have been met for more than ten per cent (10%) of the monthly consumption, VCP will grant a discount on this non-conforming amount equal to five percent [5%] to be applied only on the amount put of the specification related to the dirt count based on the previous month’s price.

 

1.2.3.       The JVC shall have the right to use the dry pulp stock as set forth in clause 3.3 below in case of the slush pulp quality being worse than in Schedule 1.2.

 

1.2.4.       The JVC shall have the right to stop the paper machine production in case there is no dry pulp available and VCP shall indemnity the JVC for the missing production according to clause 3.3 below.

 

2.             VOLUMES. The estimated volume of ECF slush pulp to be supplied to the JVC hereunder for the year 2007 shall be around ninety thousand (90,000) tons, to be monthly distributed according to the production plan provided in Schedule 3.4 hereto.

 

2.1.          For purposes of calculating the estimated volume of ECF slush pulp to be supplied to the JVC hereunder in the years following 2007, the JVC shall provide VCP, in writing, every year, at least sixty (60) days prior to the end of each calendar year, with an annual and monthly slush pulp consumption estimate for the following year.

 

2.1.2.       Should the JVC wish to increase or decrease the informed forecast of pulp consumption by more than thirteen percent (13%) of the reference ninety thousand (90,000) t/year basis, the JVC shall provide VCP with 6 months prior written notice, and both JVC and VCP shall in good faith renegotiate the basis for the supply. In case the JVC fails to provide VCP with such prior written notice, then the estimate pulp consumption volume for the year in question shall remain unchanged.

 

2.3.          At the end of every quarter, the JVC shall provide VCP with an update of the anticipated pulp consumption for the following quarter, and adjust the estimate of the rolling 12 month consumption.

 

2.4.          If necessary and justifiable under the conditions of the Agreement, the JVC shall allow VCP to install, calibrate and maintain redundant metering equipment in

 

[ILLEGIBLE SIGNATURE]

 


 

its premises within eight (8) months as of this date. Such equipment shall remain the property of VCP at all times. Until such equipment is in operation and its accuracy is validated by both Parties, (i) the JVC shall be responsible for measuring the consumption, (ii) VCP shall be entitled to audit such measurements at its own discretion, and (iii) the JVC and VCP shall use the following formula to calculate the pulp flow (mass balance):

 

Month’s Pulp consumption (ton) = month’s gross paper production (ton) — waste paper used in the month’s paper production process (ton) — filler used in the month’s paper production process (ton) — chemicals used in the month’s paper production process (ton) — moisture of the month’s paper produced (ton).

 

3.             OUTAGES AND INTERRUPTIONS. The JVC shall use its best efforts to provide VCP with as much advance as possible notices of any planned or unplanned changes in the slush pulp requirements.

 

3.1.          VCP shall use its best efforts to provide the JVC with as much advance as possible notices of any planned or unplanned changes in the slush pulp availability.

 

3.2.          VCP shall be entitled to stop the supply of ECF slush pulp hereunder for up to two (2) days during the annual scheduled maintenance stoppage of pulp supply due to plant shut down, and no indemnification shall be due from VCP to JVC for such interruption of supply, provided that VCP gives at least three (3) months prior written notice to the JVC informing the days of the stoppage.

 

3.3.          Besides the scheduled interruption in the supply of ECF slush pulp, during any other stoppages in its pulp plant, VCP shall guarantee a minimum supply of pumped or dry pulp of ninety (90%) EP (as defined in Schedule 1.2 hereof) and ten percent (10%) PR (as defined in Schedule 3.3 hereof) to the JVC, during the entire planned stoppage period. For such purpose, VCP shall maintain a back-up inventory of at least five hundred (500) tons of dry pulp. However, should there not be enough dry pulp available for the JVC’s needs, VCP shall indemnify the JVC for its hourly lost contribution margin according to the following formula:

 

Indemnity per stoppage hour = Hour Paper Contribution Margin (in average R$/ton of the paper commercialized by JVC in the previous month) x average hour paper production volume forecast for the month of calculation of the Indemnity (ton).

 

3.3.1.       The JVC will provide notice to VCP of any slow back impact on its operations on an event basis and will provide a confirmation of any slow back impacts for a calendar month by the 7th working day of the subsequent month.

 

[ILLEGIBLE SIGNATURE]

 


 

3.4.          To the extent that the JVC’s operations impact final pulp production of the VCP pulp mill, either by causing loss of final production or by causing a slow back in production, due to the paper machine being unable to consume the amount of pulp that was agreed in the quarterly update to be consumed at the time of the pulp interruption or slow back; the JVC will compensate VCP: (i) in case of daily pulp consumption lower that 125 tons of slush pulp and starting from the 4th day (72th hour) of the slow back; and (ii) in case of total interruption of slush pulp consumption and starting from the 2nd day (24th hour) of zero consumption; from the following events, the compensation will start already from the 1st day of zero consumption. The JVC will compensate VCP based on the pulp contribution margin (in average R$/ton of the JVC’s present quarterly net contract price basis less variable direct costs) applied to the following daily slush pulp volume: 125 tons minus actual slush pulp consumption, VCP will provide notice to the JVC of any slow back impact on its operations on an event basis and will provide a confirmation of any slow back impacts for a calendar month by the 7th working day of the subsequent month.

 

However, no compensation will be due for market related downtime as long as VCP (or KSR) acts as the JVC’s agent or distributor or sales representative for P&W or C2S paper grades (as specified in the “Sales Representation Agreement”) executed between the Parties, attached hereto as Appendix A).

 

The aggregate annual compensation payable by the JVC to VCP hereunder shall in no event exceed USD 1,000,000.00.

 

3.5.          The JVC shall send a 6-months prior notice to VCP whenever the JVC wishes to make a scheduled stop of the J1 paper machine for a period longer than 3 days, with the purpose of carrying out improvements to minimize losses and guarantee the balance of the pulp and utilities plant. In such case, the planning of the stoppage must take place on the same time of the annual pulp mill shut down. No indemnity of any nature whatsoever shall, however, be payable to VCP for such stoppage.

 

4.             PRICE. The price to be paid by the JVC to VCP hereunder for the supply of slush pulp shall be calculated on a quarterly basis by VCP based on sales list price prevailing in Northern Europe during the prior calendar quarter, less:

 

(i)            Ahistorm contract rebates;

 

(ii)           logistic costs from Xxxxxx/ SP to Europe;

 

(iii)          insurance;

 

[ILLEGIBLE SIGNATURE]

 


 

(iv)          dueies;

 

(v)           taxes or other fees;

 

(vi)          the following sales adjustments;

 

(a)           actual delivered freight cost from Jacarei/SP to Xxxxxx Port;

 

(b)           port handling and storage costs in Xxxxxx;

 

(c)           sales structure cost per tonno;

 

(d)           avoided handling costs at the mill;

 

(e)           avoided incremental drying costs (i.e., steam and energy) as valued according to the terms of the energy supply agreement between the Parties;

 

(f)            avoided cost of other materials (wire and wrapping).

 

4.1.          The Parties hereby acknowledge that Ahistrom rebates for the years 2007 and 2008 shall be 14%.

 

4.2.          The Parties shall meet between September and November 2008, to discuss (i) Ahistrom’s rebate percentage, (ii) logistic costs from Xxxxxx to Europe, (iii) insurance, (iv) duties and (v) taxes or other fees, in order to agree upon new figures to become effective January 1, 2009.

 

4.3.          The price of the pulp supplied hereunder shall be effective the first day of the month following the date on which the price calculation is provided to the JVC. The new contract price will be applicable for a three-month period from the effective date. The new contract price shall be provided to the JVC no later than 20 days following the quarter end.

 

4.4.          All taxes and duties that arise (and may arise in the future) as a result of VCP’s performance of its obligations under this Agreement are not included in the price set forth above. Those taxes and duties (excepting income taxes) shall be included in the invoices to be paid by JVC to VCP.

 

4.4.1.       The unrecoverable taxes are included in the Financial Statements as defined in the Joint Venture Agreement dated May 4, 2007 executed by and between VCP and Ahistrom Louveira Ltda.

 

[ILLEGIBLE SIGNATURE]

 


 

5.             BILLING AND PAYMENT. Up to two (2) business days after the last day of the invoiced month. Supplier shall submit to JVC an invoice for the equivalent of the net billable pulp volume provided by VCP to the JVC during the invoiced month multiplied by the applicable contract price. JVC shall pay VCP such invoiced amount within three (3) weeks as from the issuance of such invoice. Such invoice shall be accompanied by a billing statement describing the actual pulp consumption of the JVC paper machine during the related month, accounting to the metering equipment to be installed by VCP in the JVC’s premises.

 

5.1           All invoice amounts hereunder shall be in Brazilian reals based on the US dollar contract price x net billable volume x SISBACEN data system under rate PTAX-800. Option 5, sales rate (as published by the Central Bank of Brazil), plus applicable taxes.

 

5.2           Overdue invoices will accrue one percent (1%) per month interest pro rata diem, until the balance is duly paid.

 

6.             AUDIT RIGHTS. Upon a 45-day prior notice to the other party, either VCP or the JVC request the appointment of an independent auditing company to audit the current contract price. The auditing company shall be jointly chosen by VCP and the JVC, and the costs of such audit shall be borne by the party requesting the audit.

 

7.             ADDITIONAL SUPPLY STABILITY WARRANTIES. VCP gives no other warranties regarding the stability of supply ECF slush pulp to JVC other than expressly provided for hereunder.

 

8.             JVC’s GENERAL OBLIGATIONS. The JVC shall at all times guarantee human resources required for proper control of the supply hereunder and shall be solely liable for all labor, social security, fiscal and social obligations of such employees.

 

8.1           JVC shall bear with any and all expenses related with premiums and insurances made for protection of its personnel and assets, as may be required for the supply hereunder.

 

9.             NOTICES. All notices and communications required or allowed pursuant to this Agreement, will be made in written form, in English, and will be sent by registered mail, by fax (receipt confirmed) or e-mail (receipt confirmed), to the following addresses:

 

If to VCP:

Votorantim Celulose e Papel S.A.

Alameda Xxxxxx, 1357, 6o andar

01419-908 Sao Paulo-SP

 

[ILLEGIBLE SIGNATURE]

 


 

Brazil

Fax No.: 00 0000-0000

Attn.: Mr.

e-mail:

 

If to JVC:

XXXXXXXX JACAREÍ INDÚSTRIA DE PAPEIS ESPECIAIS S.A.

Rodovia General Xxxxxxx xx Xxxxx Xxxxxxx,

XX 00, Xx 84, Sala B

12315-310 Jacareí - SP

Fax No.:

Attn.: Mr.

e-mail:

 

10.           TERM. This Agreement shall enter into effect on this date and remain valid for a term of 20 years, unless terminated by the parties pursuant to the conditions hereunder, being automatically renewed for an additional 10-year term. After such renewal term, the JVC shall have the option to renew this Agreement for one more 10-year term.

 

10.1         Within the first 5 years from the date hereof, the JVC may only terminate this Agreement if (i) it gives VCP a twenty-four (24) months’ prior written termination notice; and (ii) it pays to VCP, within 10 days from the termination notice, an amount in cash equivalent in Reals to USD 20,000,000.

 

10.2         After the first 5 years from the date hereof, in the event the JVC wishes to terminate the Agreement, the JVC shall pay to VCP, within 10 days from the termination notice, (a) an amount in cash equivalent in Reals to USD 20,000,000 in case the JVC gives to VCP a termination notice up to 6 months in advance; (b) an amount in case equivalent in Reals to USD 15,000,000 in case the JVC gives to VCP a 6 (plus one day) up to 12 month prior termination notice; (c) an amount in cash equivalent in Reals to USD 10,000,000 in case the JVC gives to VCP a 12 (plus one day) up to 18 month prior termination notice; or (d) an amount in cash equivalent in Reals to USD 5,000,000 in case JVC gives to VCP a 18 (plus one day) up to 24 month prior termination notice. Notwithstanding the foregoing, no penalty or payment will be due to VCP if JVC gives at least a twenty-four (24) months’ prior written termination notice after the first 5 years from the date hereof.

 

11.           TERMINATION. Either Party may terminate this Agreement:

 

[ILLEGIBLE SIGNATURE]

 


 

(a)           in the event the other Party has its bankruptcy adjudicated by final unappealable court decision, files for debt rehabilitation, initiates winding-up or liquidation, proceedings, or presents evidence of insolvency, under the terms of Article 955 of the Brazilian Civil Code; or

 

(b)           in case the other Party in breaches any of the provisions hereof and fails to cure such breach in 30 (thirty) business days following notice of the innocent Party to such effect; or

 

(c)           if the Force Majeure Events, as defined in clause 12 below, lasts longer than sixty (60) consecutive days as of the receipt of the written notice from the party declaring such Force Majeure Event(s) as provided in clause 12.2, without any burden or penalties to any of the Parties.

 

12.           FORCE MAJEURE.

 

12.1         Performance by VCP and/or JVC under this Agreement may be suspended or curtailed without liability to the other party to the extent, and for so long as any event which is not reasonably foreseeable or, if reasonably foreseeable, is beyond the control of the party claiming suspension, and, in either case, prevents total or partial performance by such party of its obligations under this Agreement (a “Force Majeure Event or Events”), including but not limited to lighting, typhoons, fires, floods, earthquake or other acts of nature, explosions, wars, acts of vandalism and strikes.

 

12.2         Any delay, limitation or failure of performance due to one or more Force Majeure Event(s) shall not be deemed a breach of or failure to perform under this Agreement or any part hereof and this Agreement shall otherwise remain unaffected; provided, that the party so prevented from complying with its obligations hereunder shall (i) promptly verbally notify the other party as soon as practical but not later than 1 (one) day after the respective party becomes aware of the Force Majeure Event(s), and (ii) within 5 (five) days from the Force Majeure Event, confirm such notice in writing, including all particulars of the Force Majeure Event(s), such as but not limited to the best estimate of the term of such Force Majeure Event(s), and the parties shall meet as promptly as practicable to discuss the circumstances and potential solutions to such Force Majeure Event, including mitigation of such Force Majeure Event. The party affected by a Force Majeure Event shall exercise its best efforts to mitigate or cure such Force Majeure Event as quickly as possible and shall keep the other party fully informed as to such mitigation and cure efforts.

 

[ILLEGIBLE SIGNATURE]

 


 

13.           PROPRIETARY INFORMATION.

 

13.1.        JVC shall consider all information furnished by Supplier to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this Agreement, unless written consent is obtained from Supplier authorizing disclosure.

 

13.2.        The confidential obligation of this Section 13 shall not be applicable in the occurrence of the following events (combined or not):

 

(a)           Information was in the public domain prior to its disclosure, except by the recipient’s wrongful act; or

 

(b)           Information proven by the recipient party that it was in its possession prior to receipt thereof from the disclosing party; or

 

(c)           Information received by any party from a third party having no obligation of secrecy with respect thereof, or

 

(d)           Information disclosed by force of a judicial or arbitration determination.

 

14.           INDEMNITY

 

14.1.        Except for claims arising from JVC’s sole negligence, Supplier hereby agrees to indemnify, defend and hold harmless JVC and its directors, officers, employees, successors and assigns from and against any and all claims, losses, liabilities, lawsuits and expenses (including attorneys’ fees) (“Claims”), resulting from or related to (i) the death of or injury to persons, or destruction of property, caused or alleged to be caused in whole or in part by any defect in goods or services purchased hereunder, (ii) any breach or alleged breach of a warranty by Supplier, (iii) any act or omission of Supplier and/or Supplier’s agents, and (iv) non-compliance with the Federal, State and local environmental regulations and/or any legal environmental requirements applicable to the activities to be performed by Supplier under this Agreement.

 

14.2.        Except for claims arising from Supplier’s sole negligence, JVC hereby agrees to indemnify, defend and hold harmless Supplier and its directors, officers, employees, successors and assigns from and against any and all Claims, resulting from or related to (i) the death of or injury to persons, or destruction of property, caused or alleged to be caused in whole or in part by any defect in goods or services purchased hereunder, (ii) any breach or alleged breach of a warranty by JVC, (iii) any act or omission of JVC and/or JVC’s agents, and (iv) non-compliance with the Federal, State and local environmental regulations and/or any legal environmental requirements applicable to the activities of JVC in its premises located in the Jacareí plant.

 

[ILLEGIBLE SIGNATURE]

 


 

15.           ENVIRONMENTAL LIABILITIES

 

15.1.        Each party shall comply with all federal, state and local environmental regulations, related to the environment. Supplier shall possess or obtain the appropriate environmental licenses and permits required to supply the Utilities and shall ensure, while executing its obligations established in this Agreement, that the use, handling, storage, treatment, discharge and disposal of hazardous substances and any other residues or materials are made in accordance with the relevant legal standards and requirements. Supplier shall also obtain equal commitment from its subcontractors.

 

15.2.        Supplier will be exclusively liable for any Supplier’s proven breach of the Federal, State and local environmental regulations and/or requirements set by the relevant environmental authorities applicable to the activities to be developed as a result of its obligations under this Agreement. Likewise, JVC will be exclusively liable for any JVC’s proven breach of the Federal, State and local environmental regulations and/or requirements set by the relevant environmental authorities applicable to the activities to be developed by JVC in its premises located in the Jacareí plant.

 

15.3.        In the event either party receives any notification from the environmental authorities or governmental bodies or authorities in charge of environmental issues, notice of infraction to environmental laws, administrative claims or is sued by any third party, including the Ministry of Public Prosecution, by reason of environmental damage resulting from or in connection with the activities of the other party, as well as breach of Federal, State or local environmental legislation, the breaching party shall indemnify, defend, and hold harmless the other party from such claim, including reimbursing the latter in full for any paid fines, penalties, and attorneys’ fees.

 

16.           DISPUTE RESOLUTION.

 

(a)           The parties hereto shall make their best efforts in order to settle any disputes arising out of the execution, performance or interpretation of this Agreement (“Contract Disputes”) by means of bona fide negotiations. If, within 30 (thirty) days of the receipt by VCP or JVC of a notice from the other party in that sense, the parties do not mutually agree on a solution, then the dispute shall be settled by arbitration, as provided below.

 

(b)           The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration (the “ICC Rules”), except as they may be modified herein or by mutual agreement of the parties. The seal of the arbitration shall be in the City of São.

 

[ILLEGIBLE SIGNATURE]

 


 

Paulo, Brazil, and it shall be conducted in the English language, provided that either VCP or JVC, at their own cost and expense, may submit testimony (including by simultaneous translation) or documentary evidence in English.

 

(c)           The arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its “Request for Arbitration”, and the respondent shall appoint an arbitrator in its “Answer”. If either party fails so to appoint its arbitrator, then that arbitrator for such party shall be appointed by the ICC. The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator (i) within 30 days after the respondent has notified claimant of the appointment of the respondent’s arbitrator, or (ii) in the event of a failure by either party to appoint an arbitrator, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint its arbitrator. If the first two arbitrators appointed fall to appoint a third arbitrator within the time period prescribed above, then the ICC shall appoint the third arbitrator. The third arbitrator shall act as a chair of the tribunal.

 

(d)           The parties agree that either party may need to obtain interim injunctive relief from a court. Therefore, a request for interim injunctive relief by a party to a court, either before or after the arbitration proceedings have been initiated in accordance with the ICC Rules, shall not be deemed incompatible with, or a waiver of, any provisions of this section. For such purpose, the parties elect the courts of the City of São Paulo, State of São Paulo, excluding any other, however privileged it may be. In addition to the authority conferred in the arbitration tribunal by the ICC Rules, the arbitration tribunal shall have the authority to make such orders for interim relief, including injunctive relief, as it may be deemed just and equitable.

 

(e)           The arbitral award shall be in writing, state the reasons for the award, be final and binding on the parties, and be enforceable in accordance with its terms. The parties agree that the award is to be considered as a settlement of the Contract Dispute between them and shall accept it as the true expression of their own determination in connection therewith. The arbitration tribunal may award any relief available and appropriate under the Law governing this Agreement, including specific performance. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

 

17.           APPLICABLE LAW. This Agreement is governed and shall be interpreted in accordance with the laws of the Federative Republic of Brazil.

 

[ILLEGIBLE SIGNATURE]

 


 

IN WITNESS WHEREOF, the Parties, hereto have caused this Agreement to be duly executed by their respective authorized officers, as of the day and year first above written, in the presence of the two witnesses named below.

 

São Paulo, [date], 2007.

 

VOTORANTIM CELULOSEE PAPEL X.X.

 

XXXXXXXX JACAREĺ INDÚSTRIA DE PAPEIS ESPECIAIS S.A.

 

 

Witnesses:

 

1.

 

 

 

Name:

 

 

RG No.:

 

 

 

 

2.

 

 

 

Name:

 

 

RG No.:

 

 

[ILLEGIBLE SIGNATURE]

 


 

Schedule 1.1 to Annex G

 

Slush Pulp Quality Monitoring Plan

 

Votorantim

VCP — Jacareí Unit

Code

PI.13.04.002

(logo)

Specification Standard (Product Specification)

Version

06

 

Title:

Department

CPC/TFC

 

KRAFT SLUSH PULP LFB OR LFC FOR J1

Pages

1/1

 

1.     INSPECTION CHARACTERISTICS

 

 

 

 

 

SPECIFICATION

 

TESTING

 

SAMPLING

 

TEST

 

VARIABLE

 

UNIT

 

MINIMUM

 

MAXIMUM

 

FREQUENCY

 

PLAN

 

METHOD

 

BRIGHTNESS

 

%ISO

 

88.5

 

NA

 

¼ h

 

PA.13.04.001

PA.13.06.004

 

ME.13.06.017

 

INTRINSIC VISCOSITY

 

cm3/g

 

700

 

900

 

¼ h

 

PA.13.04.001

PA.13.06.004

 

ME.06.04.003

 

CONDUCTIVITY*

 

µS

 

NA

 

400

 

¼ h

 

PA.13.04.001

PA.13.06.004

 

ME.13.06.007

 

pH – RV*

 

—

 

5.0

 

7.0

 

on-line

 

—

 

43.AIC.253A

 

 

*RV — reference value established only as customer reference; neither maintains nor disqualifies product from specification.

 


 

Schedule 1.2 to Annex G

 

Dry Pulp (EP) Specifications

 

Votorantim

VCP — Jacareí Unit

Code

EP.22.00.001

(logo)

Specification Standard (Product Specification)

Version

00

 

Title:

Department

CDTC

 

BLEACHED HARDWOOD KRAFT EUCALYPTUS
PULP — ECF — EXTRA-PRIME

Pages

1/1

 

CHARACTERISTICS

 

CONTROL
CRITERIA

 

UNIT

 

VALUE

 

TEST METHOD

 

BRIGHTNESS

 

CV

 

%ISO

 

>88.5

 

ME.06.04.001

 

VISCOSITY

 

CV

 

cm3/g

 

>700

 

ME.06.04.003

 

DIRT COUNT (*)

 

CV

 

mm2/kg

 

<2.0

 

ME.06.04.011

 

pH

 

RV

 

—

 

6.0 – 7.0

 

ME.06.04.014

 

 

 

CV

 

—

 

5.50pH>8.50

 

ME.06.04.014

 

DRY WEIGHT

 

RV

 

%

 

90.0±2.0

 

ME.06.04.037

 

 

(*)

 

If plastic, fiber glass, pulp chest lining (silicate based) or rubber is present in an amount lower than 2.0 mm2/kg, the product is declassified from EP to CP.

RV

 

Reference value: established only as an internal target for production and customer reference.

CV

 

Classification value: disqualifies the product for this specification and classifies the product accordingly to other range limits.

 


 

Schedule 3.3 to Annex G

 

Dry Pulp (PR) Specifications

 

Votorantim

VCP — Jacareí Unit

Code:

EP.22.00.003

(logo)

Specification Standard (Product Specification)

Version:

00

 

Title:

Department

CDTC

 

BLEACHED HARDWOOD KRAFT EUCALYPTUS
PULP — ECF — PRIME

Pages

1/1

 

CHARACTERISTICS

 

CONTROL
CRITERIA

 

UNIT

 

VALUE

 

TEST METHOD

 

BRIGHTNESS

 

CV

 

%ISO

 

88.5 and >87.0

 

ME.06.04.001

 

VISCOSITY

 

CV

 

cm3/g

 

700 and >600

 

ME.06.04.003

 

DIRT COUNT (*)

 

CV

 

mm2/kg

 

2.0 and <10.0

 

ME.06.04.011

 

pH

 

RV

 

—

 

5.00 and <5.50

 

ME.06.04.014

 

 

 

CV

 

—

 

8.5 and <9.50

 

ME.06.04.014

 

DRY WEIGHT

 

RV

 

%

 

90.0 ± 2.0

 

ME.06.04.037

 

 

(*)

 

If plastic, fiber glass, pulp chest lining (silicate based) or rubber is present within the dirt count range of PR grade, the product is classified as CP.

RV

 

Reference value: established only as internal target for production and customer reference.

CV

 

Classification value: disqualifies the product for this specification and classifies the product accordingly to other range limits.

 


 

Schedule 3.4 to Annex G

 

Estimated volume of Slush Pulp Production, Operations Working Hours and Pulp Consumption of the Business

 

2007 Production Plan — Real / Rolling Forecast (“RF”)

 

Paper Machine J1

 

Unit

 

Jan/07
Real

 

Feb/07
Real

 

Mar/07
RF

 

Apr/07
RF

 

May/07
RF

 

June/07
RF

 

July/07
RF

 

Aug/07
RF

 

Sept/07
RF

 

Oct/07
RF

 

Nov/07
RF

 

Dec/07
RF

 

Average
07
RF

 

Total
2007
XX

 

Xxxxx Production

 

ton

 

10,515

 

8,083

 

9,379

 

8,990

 

9,399

 

9,036

 

9,696

 

6,661

 

9,090

 

9,118

 

8,981

 

9,815

 

9,069

 

108,827

 

Net Production

 

ton

 

9,859

 

7,646

 

8,860

 

8,491

 

8,864

 

8,537

 

9,129

 

6,273

 

8,537

 

8,632

 

8,476

 

9,220

 

8,544

 

102,524

 

Operational Non-Working Hours

 

hour

 

41.4

 

59.9

 

41.5

 

41.5

 

41.5

 

41.5

 

41.5

 

278.5

 

41.5

 

41.5

 

41.5

 

41.5

 

62.8

 

753

 

Operational Working Hours

 

hour

 

702.6

 

636.1

 

702.5

 

678.5

 

702.5

 

678.5

 

702.5

 

465.5

 

678.5

 

702.5

 

678.5

 

702.5

 

669.2

 

8,031

 

Pulp Consumption

 

kg/ton

 

797

 

841

 

822

 

822

 

822

 

822

 

821

 

821

 

820

 

822

 

822

 

820

 

821

 

 

 

Monthly Pulp Consumption

 

ton/month

 

8,401

 

6,798

 

7,710

 

7,390

 

7,721

 

7,429

 

7,960

 

5,469

 

7,455

 

7,517

 

7,381

 

8,050

 

7,440

 

89,281

 

 

Coater JC2

 

Unit

 

Jan/07
Real

 

Feb/07
Real

 

Mar/07
RF

 

Apr/07
RF

 

May/07
RF

 

June/07
RF

 

July/07
RF

 

Aug/07
RF

 

Sept/07
RF

 

Oct/07
RF

 

Nov/07
RF

 

Dec/07
RF

 

Average
07
RF

 

Total
2007
XX

 

Xxxxx Production

 

ton

 

8,527

 

6,974

 

8,217

 

7,927

 

8,155

 

7,756

 

7,848

 

7,477

 

7,349

 

7,960

 

7,802

 

7,960

 

7,829

 

93,952

 

Net Production

 

ton

 

7,259

 

5,969

 

7,001

 

6,754

 

6,948

 

6,608

 

6,686

 

6,370

 

6,261

 

6,782

 

6,647

 

6,782

 

6,672

 

80,066

 

Operational Non-Working Hours

 

hour

 

27.6

 

40.6

 

40.5

 

40.5

 

40.5

 

40.5

 

40.5

 

88.5

 

40.5

 

37.5

 

40.5

 

40.5

 

43.2

 

518

 

Operational Working Hours

 

hour

 

716.4

 

655.4

 

703.5

 

679.5

 

703.5

 

679.5

 

703.5

 

655.5

 

679.5

 

706.6

 

703.5

 

703.5

 

688.8

 

8,266

 

 


 

Annex H

 

OPTION PRICE

 

The purchase or sale price for the Common Shares of the Newco purchased and sold under the 2nd Call Option or the 2nd Put Option shall be calculated in accordance with the following formula:

 

6.5 times EBITDA minus (i) Net Debt, plus (ii) 50 % of tax on capital gain paid by VCP on this transaction exceeding US$10,000,000 (ten million United States Dollars, provided however that the contribution by Xxxxxxxx for this tax must not exceed US$6,000,000 (six million United States Dollars), minus (iii) the payment by Xxxxxxxx of US$114,000,000 (one hundred and fourteen million United States Dollars) for the first 60% of the Common Shares of Newco, (iv) minus Reais Equivalent to US$38,000,000 (thirty eight million United States Dollars) ONLY IF the 1st Call Option or the 1st Put Option has been exercised, Provided, however, that the total price for 100% of the Common Shares of Newco shall not in any case be lower than US$165,000,000 (one hundred and sixty five million United States Dollars) (the “Floor Price”) and not higher than US$190,000,000 (one hundred and ninety million United States Dollars). For the avoidance of doubt, the Floor Price shall not limit Xxxxxxxx’x ability to receive indemnification payments based on possible post-closing claims under the Agreement.

 

As used in this formula:

 

“EBITDA” shall mean the average annualized EBITDA (Earnings Before Interest Taxes Depreciations and Amortization according, to IFRS) of the Newco calculated for the 24 months starting from September 1, 2007, provided that, any gains or losses from Strategic Investments after the Closing Date shall be eliminated for the purposes of determining the EBITDA.

 

“Net Debt” shall mean the interest bearing debt less cash and cash equivalents of the Newco (according to IFRS) at the end of the calendar quarter immediately preceding the date of the exercise of the 2nd Call Option or 2nd Put Option, provided that, any indebtedness incurred by Newco after the Closing Date relating to Strategic Investments shall be eliminated from the calculation of Net Debt.

 

“Strategic Investments” mean any capital expenditures other than ordinary maintenance capital expenditures.

 

“IFRS” means International Financial Reporting Standards.

 


 

Annex I

Temporary Business Plan

 


 

ANNEX I

 

Temporary business plan for years 2008 - 2009 (Xxxxxxxx Jacarei)

 

1.  2007 and year 2008

 

During 2007 and 2008 the plan is to continue business mainly with the present product mix, with intention to maximize the turnover by increasing volumes. Focus of the business is on Brasilian market for C1S, C2S and P&W papers and for C1S also other Mercosur markets.

 

2. Strategic investments in 2008

 

Coater upgrade to produce double coated C1S grades will be studied and investment made in 2008 if considered feasible. Also feasibility of producing wet strength label will be studied.

 

3. Strategic investments for glassine production 2009 / 2010

 

Depending on demand supply balance of the glassine market, investments for glassine production to be made either in 2009 or 2010:

 

The business plan sales volumes in tons for years 2008 and 2009:

 

 

 

2008

 

2009

 

Glassine

 

0

 

3000

 

Label paper WS

 

500

 

1000

 

Label paper NWS

 

2000

 

1000

 

Flexpack

 

12800

 

12800

 

Liner C1S

 

9000

 

10000

 

Facestock

 

7100

 

7400

 

P&W

 

31000

 

27000

 

C2S

 

46000

 

46000

 

Total

 

108400

 

108200

 

 


 

Schedule 1.2 (a) List of Fixed Assets

 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contâbil

 

STATUS

 

07.05.1994

 

TRANSMISSOR TEMPERATURA, SMAR, TT901

 

750,00

 

(493,31

)

256,69

 

INVENTARIO

 

01.01.1995

 

TRANSMSOR PRESSÃO DIF, YOKOGAWA. EJA.110

 

1,281,73

 

(411,86

)

869,87

 

INVENTARIO

 

24.03.1998

 

TRANSMISSOR XXXXX, 0000, XXXXXXXXX

 

1,334,62

 

(272,78

)

1,061,84

 

INVENTARIO

 

24.03.1998

 

TRANSMISSOR NiVEL, 3626, ROSEMOUNT

 

2,964,80

 

(991,07

)

1,973,73

 

INVENTARIO

 

31.07.1998

 

TRANSMISSOR DE PRESSÃO DIFERENCIAL SMAR

 

2,522,02

 

(466,93

)

2,055,09

 

INVENTARIO

 

06.04.2001

 

XXXXXXXXXXX XXXXX, XXXXXXX, XXX-00-XX0

 

5,928,38

 

(678,85

)

5,249,53

 

INVENTARIO

 

05.06.2003

 

ATUADOR, ELÉTRICO, XXXXXXX, ASM2

 

11,169,31

 

(1419,00

)

10,750,31

 

INVENTARIO

 

21.05.2003

 

MOTOREDUTOR, R17DZ, SEW

 

895,00

 

(42,19

)

852,81

 

INVENTARIO

 

25.07.2003

 

TRANSMISSOR PRESSÃO, SMAR, LD3011

 

2,245,32

 

(84,23

)

2,161,09

 

INVENTARIO

 

10.07.2003

 

TRANSMISSOR PRESSÃO. FOXBORO, IGP10

 

2,982,98

 

(111,90

)

2,871,08

 

INVENTARIO

 

05.09.2003

 

MOTOR, 2 CV, 2 P, 80, WEG

 

233,20

 

(8,75

)

224,45

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

7,537,00

 

(903,34

)

6,633,66

 

INVENTARIO

 

18.04.2002

 

MOTOR TRI B3D 440V 250CV 355ML 6P

 

19,982,62

 

(3,543,34

)

16,439,28

 

XXXXXXXXXX

 

00.00.0000

 

XXXXX XXXXX XXXX CL4002/4

 

22,320,43

 

(3,686,87

)

18,633,56

 

INVENTARIO

 

18.04.2002

 

REDUTOR,##, 2120Y1 FC, XXXX

 

22,341,11

 

(4,436,30

)

17,904,81

 

INVENTARIO

 

11.12.2003

 

VÁLVULA CONTROLE, XOMOX, 043402/460921

 

2,814,99

 

(105,60

)

2,709,39

 

INVENTARIO

 

11.12.2003

 

VÁLVULA CONTROLE, XOMOX, 043402/460921

 

2,814,99

 

(105,60

)

2,709,39

 

INVENTARIO

 

23.07.2003

 

SERVIÇO MOTORIZAÇÃO DAMPER GUILHOTINA

 

2,360,00

 

(228,13

)

2,131,87

 

INVENTARIO

 

15.10.2003

 

XXXX.XX MONTAGEM - ATUADOR ELÉTRICO, XXXXXXX, ASM2

 

4,100,00

 

(399,18

)

3,700,82

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

249,32

 

(29,87

)

219,45

 

INVENTARIO

 

22.07.1994

 

TANQUE DE ÓLEO FAB, DEDINI, VOLUME 10M3, DIAM, PR

 

6,000,00

 

(3,669,41

)

2,330,59

 

INVENTARIO

 

22.07.1994

 

TANQUE DE ÓLEO FAB, DEDINI, VOLUME 10M3, DíAM, PR

 

57,91

 

(16,66

)

41,25

 

INVENTARIO

 

18.04.2002

 

VÁLVULA CONTROLE, XXXXX, 1000-1070

 

5,761,41

 

(1,144,07

)

4,617,34

 

INVENTARIO

 

18.04.2002

 

VÁLVULA CONTROLE, XXXXX, 1000-1070

 

5,761,41

 

(1,144,07

)

4,617,34

 

INVENTARIO

 

18.04.2002

 

VÁLVULA CONTROLE, XXXXX, 8502

 

5,761,41

 

(1,144,07

)

4,617,34

 

INVENTARIO

 

18.04.2002

 

VÁLVULA CONTROLE, XXXXX, 8502

 

5,761,41

 

(1,144,07

)

4617,34

 

INVENTARIO

 

16.07.2004

 

BOMBA DOSADOR SIGMAS 07580 PVT PROMlNENT

 

7,908,98

 

(628,37

)

7 280,61

 

INVENTARIO

 

30.09.1986

 

MOTOR FAB SR MOD. R8 4 DRIP-PROOF NS-181171-A-472

 

4,544,20

 

(4,544,20

)

—

 

INVENTARIO

 

28.01.1994

 

TANQUE, RESINA,##

 

60,000,00

 

(39,018,55

)

20,981,45

 

INVENTARIO

 

16.04.2002

 

TRANSMISSOR VAZÃO D1GIMAT.##

 

1,640,02

 

(325,66

)

1,314,36

 

INVENTARIO

 

11.12.2003

 

DESAERADOR, VOITH. 0784738

 

13,124,88

 

(492,37

)

12,632,51

 

INVENTARIO

 

15.08.2006

 

BOMBA SULZER APP23-40

 

20,315,57

 

(3,832,13

)

16,483,44

 

INVENTARIO

 

27.12.1996

 

FONTE DE ALIMENTAÇÃO ABB SA161

 

10,300,00

 

(10,300,00

)

—

 

INVENTARIO

 

30.05.2000

 

MOTOR WEG 1730RPM 3CV

 

1,133,99

 

(765,45

)

366,54

 

INVENTARIO

 

15.06.2001

 

BOMBA

 

140,00

 

(33,32

)

106,68

 

INVENTARIO

 

11.05.1959

 

AGITADOR, TURBINA VERTICAL, SIMAO

 

356,96

 

(356,96

)

—

 

INVENTARIO

 

30.09.1992

 

TRANSMISSOR PRESSÃO, XXXX, XX 300

 

3,251,93

 

(2,190,96

)

1,060,97

 

INVENTARIO

 

26.04.1995

 

ROTAMETRO, OMEL,##

 

386,50

 

(124,34

)

262,16

 

INVENTARIO

 

20.06.1995

 

BOMBA ABS.NB80/50 -20

 

3,952,39

 

(1,955,50

)

1,996,89

 

INVENTARIO

 

29.11.1995

 

OISJUNTOR, 2000 A, F2V, ABB

 

6,283,80

 

(2,395,90

)

3,887,90

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

11.12.1995

 

XXXXX XXXX PRESSAO ALBARUS

 

2,791,21

 

(914,90

)

1,876,31

 

INVENTARIO

 

31.12.1995

 

VALVULA CONTROLE, NELES, BJ10

 

3,511,00

 

(1,128,39

)

2,382,61

 

INVENTARIO

 

01.01.1996

 

MOTOR, 20 XX. 0 X, 000X, XXX

 

2,000,00

 

(594,95

)

1,405,05

 

INVENTARIO

 

17.01.1996

 

MOTOREDUTOR,##,##

 

2,000,00

 

(643,07

)

1,356,93

 

INVENTARIO

 

28.08.1996

 

TRANSMSSOR VAZAO, XXXXXXX, XXX00XX00XXXX

 

1,365,00

 

(375,27

)

989,73

 

INVENTARIO

 

28.08.1996

 

TRANSMISSOR INTELIGENTE DE PRESSAO MANOMETRICA, FA

 

935,50

 

(412,00

)

523,50

 

INVENTARIO

 

24.02.1997

 

REDUTOR, 1:46 B3, MVF 86/FO, EUROTEX

 

704,94

 

(239,05

)

465,89

 

INVENTARIO

 

21.10.1995

 

MOTOR, 15 CV, 4P, 132M,WEG

 

493,20

 

(135,35

)

357,85

 

INVENTARIO

 

23.04.1996

 

MOTOR TRI B5T 440V 1,20CV 8O 4P ABB

 

1,500,00

 

(496,61

)

1,003,39

 

INVENTARIO

 

10.05.2000

 

TRANSMISSOR MICROPROCESSADO. SMAR, TT301

 

1,166,88

 

(96,19

)

1,070,69

 

INVENTARIO

 

22.03.2000

 

MOTOREDUTOR. R770X13294, SEW

 

350,00

 

(45,76

)

304,24

 

INVENTARIO

 

06.04.2001

 

MOTOR TRI V1 440V 125CV 315SM 8P

 

13,199,99

 

(1,765,66

)

11,434,33

 

INVENTARIO

 

26.09.2001

 

MOTOR, 2 2 KW, 04, 100L, SEW

 

180,00

 

(18,30

)

161,70

 

XXXXXXXXXX

 

00.00.0000

 

XXXXX, XXXXXXXXXX, 0XX0X0-00/00

 

2,999,00

 

(295,33

)

2,703,67

 

INVENTARIO

 

18.04.2002

 

BOMBA, SULZER, APP 42-200

 

7,711,56

 

(1,531,30

)

6,180,26

 

INVENTARIO

 

11.12.2003

 

FILTRO, F550-LHP, ABB CELLIER

 

5,099,98

 

(191,32

)

4,908,66

 

INVENTARIO

 

31.10.2004

 

MATERIAIS ELETRICOS REF, PROJETO ALIMENTAÇÃO J1

 

135,428,23

 

(15,813,24

)

119,614,99

 

INVENTARIO

 

30.11.2004

 

MATERIAIS ELETRICOS REF, PROJETO ALIMENTAÇÃO Jl

 

16,264,96

 

(1,848,94

)

14,416,02

 

INVENTARIO

 

30.09.2005

 

MATERIAIS ELETRICOS REF, PROJETO ALIMENTAÇÃO Jl

 

102,973,75

 

(8,109,18

)

94,864,57

 

INVENTARIO

 

30.09.2005

 

MATERIAIS MECANICOS REF,. PROJETO ALIMENTAÇÃO Jl

 

1,515,11

 

(119,31

)

1,395,80

 

INVENTARIO

 

30.09.2005

 

CONSTRUCAO CIVIL REF, PROJETO ALIMENTAÇÃO Jl

 

76,059,56

 

(5,989,70

)

70,069,86

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

2,310,78

 

(234,13

)

2,076,65

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

1,260,02

 

(151,01

)

1,109,01

 

INVENTARIO

 

29.05.2006

 

MOTOR TRI B3D 440V 60,0CV 225SM 4P

 

3,012,80

 

(68,79

)

2,944,01

 

INVENTARIO

 

25.04.1975

 

BOMBA, WORTHINGTON, 2 CNFE-104

 

284,80

 

(284,80

)

—

 

INVENTARIO

 

07.05.1994

 

TRANSM PRESSA SMAR LD301M43I-TU11-01Z-Z

 

1,150,00

 

(556,90

)

593,10

 

INVENTARIO

 

01.01.1995

 

BOMBA, BOSCH, MFG6915336

 

3,100,00

 

(1,468,52

)

1,631,48

 

INVENTARIO

 

01.01.1996

 

PAINEL COMANDO, CYKLOP

 

10,000,00

 

(3,214,29

)

6,785,71

 

INVENTARIO

 

07.12.1994

 

TANQUE,##,##

 

10,000,00

 

(3,214,27

)

6,785,73

 

INVENTARIO

 

01.01.1996

 

TRANSMSSOR PRESSAO, XXXXXXX, XXX00XX0X00

 

1,663,80

 

(548,39

)

1,115,41

 

INVENTARIO

 

22.04.1997

 

MOTOR TRI B3D 440V 10,00CV 132M 6P

 

707,00

 

(174,10

)

532,90

 

INVENTARIO

 

23.04.1996

 

TRANSMISSOR VAZÀO, FOXBORO, IMT 25

 

1,000,00

 

(375,89

)

624,11

 

INVENTARIO

 

01.04.2000

 

XXXXXXXXXXX XX, XXXXXXX, 0000X

 

2,130,96

 

(360,15

)

1,770,81

 

INVENTARIO

 

10.05.2000

 

TRANSMISSOR PRESSAO, SMAR, LD301

 

1,615,69

 

(133,20

)

1,482,49

 

INVENTARIO

 

09.08.2002

 

MOTOBOMBA, SIEMENIS, EP4329995

 

2,200,00

 

(103,70

)

2,096,30

 

INVENTARIO

 

15.08.2001

 

MOTOR, 2CV, 4P,##, BALDOR

 

334,81

 

(24,39

)

310,42

 

INVENTARIO

 

09.01.2002

 

MOTOR TRI B3D 440V 15,0CV 132M 4P

 

691,16

 

(119,22

)

571,94

 

INVENTARIO

 

25.07.2003

 

TRANSMISSOR PRESSAO, SMAR, LD301D31

 

2,245,32

 

(84,23

)

2,181,09

 

INVENTARIO

 

09.04.2003

 

MOTOR TRI B3D 440V 60,00CV 225SM 2P

 

2,966,76

 

(111,29

)

2,855,47

 

INVENTARIO

 

31.03.1998

 

PRENSA DA UNITIZADORA (RESERVATORIO DE FLUIDO) XXX

 

2,279,60

 

(2,279,60

)

—

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

26.04.2001

 

PRENSA DA UNITIZADORA (RESERVATÓRIO DE FLUIDO) XXX

 

3,965,52

 

(3,965,52

)

—

 

INVENTARIO

 

03.08.2004

 

SERVIÇO OPERACIONALIZAÇAO ATIVO FIXO - XXXXX

 

47,00

 

(4,97

)

42,03

 

INVENTARIO

 

31.03.1971

 

BOMBA DE VACUO XXXX N.2 TIPO CL 4002 PARA ALTO VAC

 

3,541,97

 

(3,541,97

)

—

 

INVENTARIO

 

30.09.1990

 

ROLO PRESSAO, 1075 X 6370 MM, VOITH

 

121,364,27

 

(117,867,69

)

3,496,58

 

INVENTARIO

 

30.09.1992

 

TRANSMISSOR PRESSAO, SMAR, LD300

 

3,251,93

 

(2,190,96

)

1,060,97

 

INVENTARIO

 

30.09.1992

 

TRANSMISSOR PRESSAO,##, ##

 

3,229,12

 

(2,175,30

)

1,053,82

 

INVENTARIO

 

12.01.1994

 

MOTOR TRI B3D 440V 100CV 250SM 2P

 

3,120,00

 

(1,895,75

)

1,224,25

 

INVENTARIO

 

01.01.1996

 

VALVU ONOFF1CMA16AAJA-BCM25-NE726-NK7201

 

9,146,00

 

(4,207,33

)

4,938,67

 

INVENTARIO

 

23.04.1996

 

MOTOREDUTOR, ##, ##

 

1,500,00

 

(671,50

)

828,50

 

INVENTARIO

 

05.07.2000

 

MOTOR ELÉTRICO, WEG, MODELO 315 S/M, N.S. AW-16690

 

11,021,77

 

(3,254,51

)

7,767,26

 

INVENTARIO

 

09.05.2000

 

DESPESAS DE FRETE COMPRA MOTOR ELETR TRIF 200CV, 6

 

280,00

 

(80,93

)

199,07

 

INVENTARIO

 

22.03.2000

 

MOTOR, 5 KW, 4 P, ##, SEW

 

290,16

 

(37,94

)

252,21

 

INVENTARIO

 

26.09.2001

 

MOTOR, 2.2 KW, 04, 100L, SEW

 

180,00

 

(18,30

)

161,70

 

INVENTARIO

 

03.01.2002

 

MOTOR, 5CV,4 P 100L WEG

 

600,00

 

(59,08

)

540,92

 

INVENTARIO

 

10.07.2003

 

TRANSMISSOR PRESSAO, FOXBORO, IGP10

 

2,982,97

 

(111,90

)

2,871,07

 

INVENTARIO

 

11.12.2003

 

FILTRO, F550-LHP, ABB CELLIER

 

5,099,98

 

(191,32

)

4,908,66

 

INVENTARIO

 

09.04.2003

 

MOTOR TRI B3D 440V 2,00CV 112M XX XXX

 

000,00

 

(16,77

)

430,32

 

INVENTARIO

 

30.03.2004

 

XXXXX, 00XX, 0XXXXX, WEG, 132M/L

 

850,75

 

(31,91

)

818,84

 

INVENTARIO

 

31.08.1997

 

LAUDO DA REFORMA DAS ESTRUTURAS CONCRETODA JE1 / C

 

16,855,63

 

(16,012,63

)

843,00

 

INVENTARIO

 

30.11.2004

 

REFORÇO ESTRUTURAL J1, MODERNIZAÇÃO REBOBINADEIRA

 

77,498,37

 

(7,233,17

)

70,265,20

 

INVENTARIO

 

30.04.2005

 

NOVA PAREDE DE TIJOLO VIDRO, PC 4500436307

 

31,272,91

 

(2,397,59

)

28,875,32

 

INVENTARIO

 

31.07.2005

 

SALA CENTRAL AH CONDICIONADO, 40 m2, LADO DO ALMOX

 

94,609,98

 

(6,307,33

)

88,302,65

 

INVENTARIO

 

31.03.1971

 

PREDIO DA J1 CORTAD.,GUILHOT.,EMBALAD.,PREP.,ADI

 

236,586,55

 

(236,586,55

)

—

 

INVENTARIO

 

28.02.1989

 

COMPLEMENTO PREDIO J1

 

10,098,56

 

(4,393,16

)

5,705,40

 

INVENTARIO

 

30.06.1990

 

REFORMA DO PREDIO DA MAQ J1

 

4,127,18

 

(2,683,07

)

1,444,11

 

INVENTARIO

 

09.07.1992

 

FECHAMENTO , COBERTURA E ILUMINACAO DO DEPOSITO D

 

12,774,07

 

(6,812,81

)

5,961,26

 

INVENTARIO

 

06.12.1994

 

IMPERMEABILIZACAO DO TELHADO DO ACABAMENREFERENTE

 

30,886,79

 

(14,311,11

)

16,575,68

 

INVENTARIO

 

23.11.1995

 

XXXXX DE CONTROLE J1 COZINHA DE AMIDO / REFORCO ES

 

1,851,842,80

 

(777,774,00

)

1,074,068,80

 

INVENTARIO

 

07.05.1993

 

BASE CIVIL P/ SISTEMA DE AMIDO

 

1,450,36

 

(594,30

)

856,06

 

INVENTARIO

 

06.09.1996

 

XXXXX XX CONTROLE E REFORCO ESTRUTURAL DO PREDIO J

 

212,760,00

 

(81,558,00

)

131,202,00

 

INVENTARIO

 

26.03.2003

 

SERVICOS DE ENSAIOS EM TELHAS METALICAS - ANTIGO

 

7,893,08

 

1,236,58

 

6,656,50

 

INVENTARIO

 

09.04.2003

 

PRESTACAO DE SERVICOS E CONSTRUÇÃO CIVIL E DISPO-

 

251,009,13

 

(39,382,30

)

211,626,83

 

INVENTARIO

 

09.04.2003

 

DIVERSOS MATERIAIS DE CONSUMO E SERVICOS RECUPE-

 

991,75

 

(155,38

)

836,37

 

INVENTARIO

 

09.04.2003

 

PRESTACAO DE SERVICOS E HORAS TRABALHADAS

 

13,772,61

 

(2,157,71

)

11,614,90

 

INVENTARIO

 

09.04.2003

 

PRESTACAO DE ERVIÇOS DE HORAS TRABALHADAS

 

2,090,76

 

(327,55

)

1,763,21

 

INVENTARIO

 

31.03.1971

 

DIVERSOS MATERIAIS PARA A CONSTRUCAO DO BANHEIRO

 

54,790,56

 

(8,401,22

)

46,389,34

 

INVENTARIO

 

31.03.1971

 

CONST CIVIL WC AREA Jl E VESTIARIO PROV

 

91,870,07

 

(14,086,72

)

77,783,35

 

INVENTARIO

 

31.03.1971

 

RETROFIT DE ILUMINAÇÃO - PREDIO DA J1

 

17,838,27

 

(2,740,71

)

15,097,56

 

INVENTARIO

 

21.08.2003

 

CONST, CIVIL WC AREA Jl E VESTIÁRIO PROV

 

8,519,03

 

(1,221,06

)

7,297,97

 

INVENTARIO

 

31.03.1971

 

COMPLEMENTO VALOR CIVIL JE2 P2000

 

77,431,00

 

(10,582,24

)

66,848,76

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

09.12.2003

 

REFORÇO ESTRUTURAL PARA EMBALADEIRA JEB1

 

44,985,28

 

(5,848,08

)

39,137,20

 

INVENTARIO

 

16.12.2003

 

CONST,CIVIL P/ ADEQUAÇÕES SUB SOLO J1

 

26,000,00

 

(3,380,00

)

22,620,00

 

INVENTARIO

 

22.12.2003

 

CONST, CIVIL WC AREA J1 E ESCRITORIOS ADJACENTES

 

2,309,58

 

(300,24

)

2,009,34

 

INVENTARIO

 

14.01.2004

 

CONSTRUÇÃO DE PAREDE NO PREDIO DA J1

 

4,953,26

 

(627,41

)

4,325,85

 

INVENTARIO

 

05.02.2004

 

CONSTRUÇÃO DE PAREDE DE TEJOLO - PREDIO DA J1

 

2,775,43

 

(342,32

)

2,433,11

 

INVENTARIO

 

20.06.1995

 

PIPE RACK DE CONCRETO ARMADO PARA TUBULACOES

 

233,464,17

 

(9,8,054,67

)

135,409,50

 

INVENTARIO

 

01.08.2000

 

COMPLEMENTO DA INSTALAÇÃO CIVIL COMANDOS DE PREP

 

23,106,29

 

(5,391,44

)

17,714,85

 

INVENTARIO

 

01.08.2000

 

MELHORIAS NO TELHADO DA JC1

 

2,466,54

 

(633,03

)

1,833,51

 

INVENTARIO

 

16.09.2003

 

TAMPA XXXXXXXX XXXX XXXXXXXXXX XX XXXXX XX X0

 

18,520,72

 

(2,592,91

)

15,927,81

 

INVENTARIO

 

17.09.2003

 

TAMPA METÁLICA PARA FECHAMENTO DO FOSSO DA J1

 

2,417,21

 

(338,41

)

2,078,80

 

INVENTARIO

 

28.02.2005

 

RACK GE MODELO 3000, HIRSCHMANN, PROAUT,

 

8,276,43

 

(3,448,52

)

4,827,91

 

INVENTARIO

 

31.07.2005

 

WORKSTATION DELL PRECISION, DHM

 

10,581,66

 

(3,527,21

)

7,054,45

 

INVENTARIO

 

31.07.2005

 

WORKSTATION DELL PRECISION, DHM

 

10,581,63

 

(3,527,21

)

7,054,42

 

INVENTARIO

 

31.07.2005

 

MONITOR CN0C 0646-46633 DELL

 

3,546,47

 

(1,182,15

)

2,364,32

 

INVENTARIO

 

31.07.2005

 

MONITOR CN0C 0646-46633 DELL

 

3,546,48

 

(1,182,17

)

2,364,31

 

INVENTARIO

 

31.07.2005

 

MONITOR CN0C 0646-46633 DELL

 

3,546,48

 

(1,182,17

)

2,364,31

 

INVENTARIO

 

31.07.2005

 

MONITOR CN0C 0646-46633 DELL

 

3,546,48

 

(1,182,17

)

2,364,31

 

INVENTARIO

 

31.07.2005

 

XXXXXXX, XXXX, 00X000XXX, CN-OC646-46633-53D-46AL

 

4,284,85

 

(1,428,28

)

2,856,57

 

INVENTARIO

 

31.07.2005

 

XXXXXXX, XXXX, 00X000XXX, CN-OC646-46633-53D-49CL

 

4,284,84

 

(1,428,28

)

2,856,56

 

INVENTARIO

 

31.07.2005

 

WORKSTATION DELL PRECISION, DHM

 

13,586,25

 

(4,528,75

)

9,057,50

 

INVENTARIO

 

31.03.2006

 

COMPRAS DE COMPUTADORES E SOFTWARE

 

258,070,82

 

(25,807,08

)

232,263,74

 

INVENTARIO

 

30.06.2006

 

SUBSTITUIÇÃO SW CONTROLE CD DA J1

 

94,834,85

 

(7,112,62

)

87,722,23

 

INVENTARIO

 

15.08.2001

 

PRESTACAO DE SERVICOS EM MONITOR DE 21POL

 

140,00

 

(140,00

)

—

 

INVENTARIO

 

08.06.1995

 

SISTEMA AUTOMACAO J1 E CPU ABB/RELIANCESISTEMA

 

2,500,00

 

(2,500,00

)

—

 

INVENTARIO

 

10.10.1997

 

SISTEMA DE AUTOMACAO

 

10,436,43

 

(10,436,43

)

—

 

INVENTARIO

 

26.09.2003

 

SISTEMA AUTOMACAO - SUBSTITUIÇÃO ACIONAMENTOS J1

 

1,418,962,06

 

(993,273,44

)

425,688,62

 

INVENTARIO

 

17.02.2004

 

SERVIÇOS SUBSTITUIÇÃO ACIONAMENTO J1

 

336,544,97

 

(207,536,06

)

129,008,91

 

INVENTARIO

 

30.06.1990

 

TERMINAL DE PROGRAMACAO TOSHIBA 45C-126MODELO : PA

 

16,625,29

 

(16,625,29

)

—

 

INVENTARIO

 

20.12.1995

 

MESA SIMPLES,FABR,TAUNUZ XXXXX, NS 00172MAQ,J1

 

400,00

 

(400,00

)

—

 

INVENTARIO

 

20.12.1995

 

MESA SIMPLES, FABR,TAUNUZ XXXXX, MAQ,Jl

 

400,00

 

(400,00

)

—

 

INVENTARIO

 

20.12.1995

 

MESA SIMPLES, FABR,TAUNUZ, MAQ JC2

 

400,00

 

(400,00

)

—

 

INVENTARIO

 

20.12.1995

 

XXXX XXXXXXX, XXXX,XXXXXX, XX.00000 MAQ.JC2

 

400,00

 

(400,00

)

—

 

INVENTARIO

 

20.12.1995

 

MESA SIMPLES, FABR,TAUNUZ, NS.00174, MAQ,JC2

 

400,00

 

(400,00

)

—

 

INVENTARIO

 

01.01.1996

 

MICROCOMPUTADOR, FABR,VTC, MOD HS66PO, NS.06010233

 

1,370,74

 

(1,370,74

)

—

 

INVENTARIO

 

01.01.1996

 

NOTBOOK, FABR,COMPAQ, MOD,3MHZINTEL486SX4MBRAM, NS

 

2,056,11

 

(2,056,11

)

—

 

INVENTARIO

 

03.04.1998

 

FONTE DE ALIMENTAÇÃO, APC SMARTUPS 700,

 

938,00

 

(938,00

)

—

 

INVENTARIO

 

03.04.1998

 

MICROCOMPUTADOR, DELL COMPUTER, DCM, N°S, CYRML, P

 

18,539,50

 

(18,539,50

)

—

 

INVENTARIO

 

03.04.1998

 

CPU DO CD OPEN, MEASUREX, N°S.666347 (CONTROLE T

 

2,481,00

 

(2,481,00

)

—

 

INVENTARIO

 

03.04.1998

 

FONTE ALIMENTACAO, APC, SMART-UPS 1000RMINET, N°S,

 

2,000,00

 

(2,000,00

)

—

 

INVENTARIO

 

03.04.1998

 

MICROCOMPUTADOR, DELL COMPUTER, OPTIPLEX GXA PENTI

 

18,539,50

 

(18,539,50

)

—

 

INVENTARIO

 

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

03.04.1998

 

IMPRESSORA, EPSON(TIPO MATRICIAL), FX 870,## (E

 

1,186,00

 

(1,186,00

)

—

 

INVENTARIO

 

03.04.1998

 

IMPRESSORA, LEXMARK, HARDCOPY OPTRAS1250, TYPE 40

 

2,595,00

 

(2,595,00

)

—

 

INVENTARIO

 

03.04.1998

 

FONTE ALIMENTACAO, APC SMART-UPS 700, N°S, GS973089

 

938,00

 

(938,00

)

—

 

INVENTARIO

 

03.04.1998

 

FONTE ALIMENTACAO, APC SMART-UPS 700, N°S,GS973706

 

938,00

 

(938,00

)

—

 

INVENTARIO

 

03.04.1998

 

FONTE ALIMENTACAO, APC SMART-UPS 700, N°S,GS974013

 

938,00

 

(938,00

)

—

 

INVENTARIO

 

30.04.1990

 

SISTEMA CONTROLADOR PROGRAMAVEL COM PROCESSADOR RE

 

51,417,30

 

(51,417,30

)

—

 

INVENTARIO

 

30.04.1990

 

SISTEMA CONTROLADOR PROGRAMAVEL COM PROCESSADOR RE

 

42,498,17

 

(42,498,17

)

—

 

INVENTARIO

 

10.05.1996

 

COMPRAS CF LIVRO ENTR, MERC,N,12 ALC51L

 

289,80

 

(289,80

)

—

 

INVENTARIO

 

31.05.1996

 

FRETE S/BR 140172/177

 

40,00

 

(40,00

)

—

 

INVENTARIO

 

15.01.1996

 

CARTAO ELETRONICO SFB DA RELIANCE CODIGO 2.3

 

3,122,68

 

(3,122,68

)

—

 

INVENTARIO

 

22.01.1996

 

CARTAO ELETRONICO DRB REGENERATIVO CODIGO 2.3

 

4,715,04

 

(4,715,04

)

—

 

INVENTARIO

 

22.01.1996

 

CARTAO ELETRONICO F2A DA RELIANCE CODIGO 2.3

 

1,207,71

 

(1,207,71

)

—

 

INVENTARIO

 

14.02.1996

 

CARTAO ELETRONICO ZFA DA RELIANCE CODIGO 2.3

 

899,76

 

(899,76

)

—

 

INVENTARIO

 

14.02.1996

 

CARTAO ELETRONICO IKB REGENERATIVO CODIGO 2.3

 

1,324,65

 

(1,324,65

)

—

 

INVENTARIO

 

14.02.1996

 

CARTAO ELETRONICO TG8 REGENERATIVO CODIGO 2.3

 

1,575,21

 

(1,575,21

)

—

 

INVENTARIO

 

06.03.1996

 

CARTAO ELETRONICO IKB REGENERATIVO CODIGO 3.3

 

6,36

 

(6,361

)

—

 

INVENTARIO

 

06.03.1996

 

CARTAO ELETRONICO TGB REGENERATIVO CODIGO 2.3

 

9,38

 

(9,38

)

—

 

INVENTARIO

 

14.02.1996

 

CARTAO ELETRONICO FVCC DA RELIANCE CODIGO 0-5

 

11,713,57

 

(11,713,57

)

—

 

INVENTARIO

 

19.03.1996

 

PROCESSADOR DE SAIDA ANALOGICA 0 A 10 VCC CODIGO

 

4,632,20

 

(4,632,20

)

—

 

INVENTARIO

 

10.05.1996

 

CONTROLADOR PROGRAMAVEL HITACHI MODELO EC-

 

4,830,00

 

(4,830,00

)

—

 

INVENTARIO

 

09.08.1996

 

CARTAO FVCC E CARTAO PRSU

 

73,390,36

 

(73,390,36

)

—

 

INVENTARIO

 

30.04.1990

 

SISTEMA DE COMANDO DEDICADO X-x (SDCD)

 

34,169,37

 

(34,169,37

)

—

 

INVENTARIO

 

30.09.1992

 

MONITOR DE VIDEO COLORIDO MOD;MVA-192/l 110/220V 6

 

6,483,84

 

(6,483,84

)

—

 

INVENTARIO

 

10.09.1993

 

PAINEL ELETRONICO MARCA, ABB - MODELO:MP-JBOX - TI

 

7,632,44

 

(7,632,44

)

—

 

INVENTARlO

 

26.02.1993

 

SENSOR DE UMIDADE MARCA; ABB ACCURAY MODELO: TL

 

49,997,32

 

(49,997,32

)

—

 

INVENTARIO

 

01.01.1995

 

FONTE RADIOATIVA KR85 250 MCI,NS,K-1088PMAQ,J1

 

3,649,69

 

(3,649,69

)

—

 

INVENTARIO

 

17.01.1995

 

GATWAY, FABR,RELIANCE, MOD,BMMANUALJ3028NS,45C273,

 

5,000,00

 

(5,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD,DSSR122 SDCD MAQ,J

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD,DSSR122, SDCD MAQ,J

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD,DSSR122 SDCD MAQ J

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD DSSR 122, N 4899 001-NK,

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD,DSSR 122, NS,48990001NK

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXXX,XXX, MOD,DSSR 122, NS,48990001NK

 

6,000,00

 

(6,000,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXX, XXX, MOD,DSSR 122, N,4899 001-NK,

 

6,000,00

 

(6,000,00

)

—

 

INVENTARIO

 

20.12.1995

 

PLC AUTOMAX, FABR,RELIANCE, SDCD MAQ,J

 

6,500,00

 

(6,500,00

)

—

 

INVENTARIO

 

20.12.1995

 

PLC AUTOMAX, FABR,RELIANCE, SDCD MAQ,J

 

6,500,00

 

(6,500,00

)

—

 

INVENTARIO

 

01.01.1997

 

FONTE DE ALIMENTACAO, FABR,ABB, MOD,DSSA165, 900VA

 

13,300,00

 

(13,300,00

)

—

 

INVENTARIO

 

05.09.1995

 

FONTE DE ALIMENTACAO, FABR,ABB, MOD,DSSA165, 900VA

 

13,300,00

 

(13,300,00

)

—

 

INVENTARIO

 

09.05.1995

 

FONTE DE ALIMENTACAO, FABR,ABB, MOD,DSSA165, 900VA

 

13,300,00

 

(13,300,00

)

—

 

INVENTARIO

 

09.05.1995

 

FONTE DE ALIMENTACAO, FABR,ABB, MOD,DSSA165, 900VA

 

13,300,00

 

(13,300,00

)

—

 

INVENTARIO

 

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

09.05.1995

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

09.05.1995

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

05.09.1995

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

01.01.1997

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

01.01.1997

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

01.01.1997

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, XXX.XXXX000, 000XX

 

13.300,00

 

(13.300,00

)

—

 

INVENTARIO

 

09.05.1995

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, 000XX SDCD MAO.J

 

10.300,00

 

(10.300,00

)

—

 

INVENTARIO

 

09.05.1995

 

XXXXX XX XXXXXXXXXXX, XXXX.XXX, 000XX SDCD MAQ.J

 

10.300,00

 

(10.300,00

)

—

 

INVENTARIO

 

19.09.1995

 

CPU ULMA 3D PSC60, ABB

 

76.272,00

 

(76.272,00

)

—

 

INVENTARIO

 

26.11.1998

 

CPU ABB ULMA 3D

 

26.306,25

 

(28.306,25

)

—

 

INVENTARIO

 

23.01.2001

 

CPU ABB ULMA 3D

 

6.838,64

 

(6.838,64

)

—

 

INVENTARIO

 

04.12.2000

 

CPU ABB ULMA 3D

 

8.339,80

 

(8.339,80

)

—

 

INVENTARIO

 

17.11.1995

 

PONTE DE MEDICAO, XXXX.XXX, XXX.X0 SI

 

76.275,00

 

(76.275,00

)

—

 

INVENTARIO

 

30.04.1998

 

INCORPORACAO PONTE DE MEDICAO DE SISTEMA ELETRONIC

 

96.000,00

 

(96.000,00

)

—

 

INVENTARIO

 

03.04.1998

 

PAINEL CD0 OPEN

 

28.000,00

 

(28,000,00

)

—

 

INVENTARIO

 

03.04.1998

 

PAINEL##, MEASUREX

 

20,000,00

 

(20,000,00

)

—

 

INVENTARIO

 

03.04.1998

 

TRANSFORMADOR 3 KVA

 

765,00

 

(765,00

)

—

 

INVENTARIO

 

03.04.1998

 

PAINEL CALCOIL HONEY WELL

 

52.531,00

 

(52.531,00

)

—

 

INVENTARIO

 

23.10.2003

 

XXXXXXXX XXXXXX XXXXXX X000XX00X PARA O PAINEL

 

1.945,85

 

(1.329,66

)

616,19

 

INVENTARIO

 

03.04.1998

 

PAINEL DE INSTRUMENTAÇÃO

 

14.954,00

 

(14.954,00

)

—

 

INVENTARIO

 

03.04.1998

 

CONTROLADOR DE ESPESSURA HONEY WELL DO CACOIL J-1

 

205.675,00

 

(205.675,00

)

—

 

INVENTARIO

 

23.10.2003

 

CJ, SUPORTE PARA WORKCOIL EM STAINLESS STEEL NO

 

35.246,52

 

(23,517,27

)

11.729,25

 

INVENTARIO

 

03.04.1998

 

PAINEL CALCOIL HONEY WELL

 

55.840,00

 

(55.840,00

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXX CAL COILQDF - 1

 

4.110,00

 

(4.110,00

)

—

 

INVENTARIO

 

03.04.1998

 

OUADRO CAL COIL QDF - 2

 

4.110,00

 

(4.110,00

)

—

 

INVENTARIO

 

12.05.1998

 

COLOR MARKER, ABB, XXXX XX-2C-300, N°S.8020002, CO

 

29.960,00

 

(29,960,00

)

—

 

INVENTARIO

 

03.04.1998

 

CONTROLADOR UMIDADE, MEASUREX, DEVRONIZER, N°S.666

 

124.666,00

 

(124.666,00

)

—

 

INVENTARIO

 

15.04.1998

 

UNIDADE REMOTA ABB S800

 

66,156,18

 

(66.156,18

)

—

 

INVENTARIO

 

31.03.1998

 

COMPONENTES DA UNIDADE REMOTA: PLACA, MODEM,

 

7.241,75

 

(7.241,75

)

—

 

INVENTARIO

 

16.12.1998

 

XXXXX XX XXXXXXXXXXX, XXX, XX000, 3BSE003387R1, DA

 

13.300,01

 

(13.300,01

)

—

 

INVENTARIO

 

16.12.1998

 

XXXXX XX XXXXXXXXXXX, XXX, XX000, 3BSE003390R1, DA

 

13.299,99

 

(13.299,99

)

—

 

INVENTARIO

 

16.12.1998

 

XXXXXXX XX XXXXXXXX XXXXXXXX X-0 - XXX 0000

 

215.187,17

 

(215.187,17

)

—

 

INVENTARIO

 

01.08.2000

 

XXXXXXX XX XXXXXXXX XXXXXXXX X-0 - XXX 0000

 

126.589,21

 

(126.589,21

)

—

 

INVENTARIO

 

10.09.2001

 

SDCD - ANO 2001

 

63.275,65

 

(63.275,65

)

—

 

INVENTARIO

 

01.08.2000

 

PAINEL ADVENT CONTROLLER

 

7.246,59

 

(7.246,59

)

—

 

INVENTARIO

 

01.08.2000

 

PAINEL ADVENT CONTROLLER

 

67,933,40

 

(67.933,40

)

—

 

INVENTARIO

 

20.12.1995

 

SERVIÇOS DESENVOLVIMENTO AUTOMAÇÃO PC-2

 

256.924,50

 

(256.924,50

)

—

 

INVENTARIO

 

05.09.1995

 

CONJUNTO DE MATERIAIS P/AUTOMACAO, XXXX.XXX, COMPO

 

4l0,961,41

 

(410.961,41

)

—

 

INVENTARIO

 

31.08.1978

 

SISTEMA DE MEDICAO E CONTROLE DE GRAMATURA,UMIDADE

 

109.342,40

 

(109.342,40

)

—

 

INVENTARIO

 

31.12.1978

 

MATERIAIS DIVERSOS DE ORIGEM NACIONAL APLIC NO C

 

9.096,21

 

(9.096,21

)

—

 

INVENTARIO

 

 


 

Dt.incorp

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

15.10.1979

 

FONTE DE ALIMENTACAO ACOPIAN MOD 32U40 SAIDA 32

 

95,30

 

(95,30

)

—

 

INVENTARIO

 

30.11.1979

 

EQUIPS DIVRS ORIGEM ESTRANG FRETES ESTRANG APLIC N

 

4,328,80

 

(4,328,80

)

—

 

INVENTARIO

 

30.11.1979

 

EQUIPAMENTOS DIVERSOS DE ORIGEM NACIONAL APLIC NO

 

6,017,33

 

(6,017,33

)

—

 

INVENTARlO

 

03.06.1986

 

FONTE DE ALIMENTACAO ACCURAY N. 18378-005

 

5,013,53

 

(5,013,53

)

—

 

INVENTARIO

 

31.05.1987

 

APARELHO P/ AFERIR TEXTURA E UMIDADE

 

0,64

 

(0,64

)

—

 

INVENTARIO

 

15.09.1987

 

APARELHO P/ AFERIR TEXTURA E UMIDADE

 

42,69

 

(42,69

)

—

 

INVENTARIO

 

29.07.1987

 

APARELHO P/ AFERIR TEXTURA E UMIDADE

 

205,841,13

 

(205,841,13

)

—

 

INVENTARIO

 

30.04.1989

 

APARELHO P/ AFERIR TEXTURA E UMIDADE

 

29,819,34

 

(29,819,34

)

—

 

INVENTARIO

 

29.07.1987

 

PARTE DO SISTEMA ACCURAY DE CONTR.PROC MEDICAO DE

 

238,981,04

 

(238,981,04

)

—

 

INVENTARIO

 

31.08.1978

 

SISTEMA DE MEDICAO E CONTROLE DE GRAMATURA,UMIDADE

 

15,960,56

 

(9,044,31

)

6,916,25

 

INVENTARIO

 

12.07.1993

 

PG DUPL. 4465 SETTEC ASSESSORIA IMP.EEXP. LTDA

 

1,567,65

 

(1,567,65

)

—

 

INVENTARlO

 

09.10.1995

 

DI- PACOTE OTIMIZACAO SDCD ABB

 

113,644,96

 

(113,644,96

)

—

 

XXXXXXXXxX

 

00.00.0000

 

X.X. PACOTE SDCD OTIMIZACAO DA J1

 

19,419,69

 

(19,419,69

)

—

 

INVENTARlO

 

03.04.1998

 

CONJUNTO DE ITENS NAO ATIVAVEIS PERTENCENTES SAO S

 

483,311,45

 

(483,311,45

)

—

 

INVENTARlO

 

13.05 1999

 

EQUIPAMENTOS NACIONAIS NAO INDIVIDUALIZADOS UTILIZ

 

9,172,55

 

(9,172,55

)

—

 

XXXXXXXXxX

 

00.00.0000

 

XXXX - XXX 0000

 

80,276,67

 

(80,276,67

)

—

 

INVENTARIO

 

30.09.1990

 

COD.JBP-100-IE SISTEMA CONTROLADOR PROGRAMAVE

 

16,572,44

 

(16,572,44

)

—

 

INVENTARIO

 

20.06.2001

 

MONITOR, FABR.YAMA, MODELO A201HT, NR.SERIE 10106

 

8,611,48

 

(8,611,48

)

—

 

XXXXXXXXxX

 

00.00.0000

 

XXXXXXX XX 00XXX. FABR. SAMSUNG, MODELO 760VTFT-S.

 

1,504,52

 

(1,379,15

)

125,37

 

INVENTARlO

 

06.10.2003

 

XXXXX SERV, - MICROCOMPUTADOR, IMBP, X08-36776XC

 

1,822,81

 

—

 

1,822,81

 

INVENTARIO

 

31.10.1997

 

VR. AQUISICOES NO MES CFE LIVRD ENTRADAS DE MERCA

 

16,558,31

 

(16,558,31

)

—

 

INVENTARIO

 

20.12.1995

 

IMPRESSORA, FABR. HEWLETT PACKARD, MOD.HPDESKEJET 6

 

500,00

 

(500,00

)

—

 

INVENTARIO

 

04.05.1994

 

EQUIPAMENTO DE INSPEÇÃO DE UNIDADE ABB SMART PLATA

 

221,144,00

 

(221,144,00

)

—

 

INVENTARIO

 

04.05.1994

 

COMPLEMENTO DE VALORES DO QCS J1 E JC2

 

805,966,91

 

(564,176,84

)

241,790,07

 

INVENTARlO

 

04.05.1994

 

INSTALACAO E MONTAGEM DE TRANSM.

 

6,167,23

 

(4,317,07

)

1,850,16

 

INVENTARIO

 

14.08.2003

 

CELULA DE CARGA ABB, PFTL101B, 3BSD004191R1

 

33,219,19

 

(23,807,09

)

9,412,10

 

INVENTARIO

 

14.08.2003

 

CELULA DE CARGA ABB, PFTL101B, 3BSD004191R1

 

152,000,00

 

(108,933,33

)

43,066,67

 

INVENTARIO

 

29.09.2003

 

XXXXXXXX XXXXXXXX, XXXXX XXXXXXX, 0000-X00X0

 

21,733,58

 

(15,213,52

)

6,520,06

 

INVENTARIO

 

29.09.2003

 

RESOLVER TS2087N1E9, TAMAGAWA, 800123R, 2,400HZ, 2

 

18,888,27

 

(13,221,77

)

5,666,50

 

INVENTARIO

 

30.09.2003

 

CPU, ATIVA PL103/R, ALTUS

 

1,799,32

 

(1,259,52

)

539,80

 

INVENTARIO

 

30.09.2003

 

INTERFACE LCD, CABOS CMDB9, MIDIA SW MT4000PLL UTI

 

1,388,69

 

(972,10

)

416,59

 

INVENTARlO

 

01.10.2003

 

MODULO SCANNER REMOTO, ABB, 57C443

 

8,544,56

 

(5,838,78

)

2,705,78

 

INVENTARIO

 

15.06.1977

 

POTENCIOMETRO MARCA METROHM MOD E488 PH METRO

 

3,539,60

 

(3,539,60

)

—

 

INVENTARIO

 

08.11.1980

 

TRANSCEPTOR PORTATIL VHF/FM/RPV, COM ESTOJO E BATE

 

754,08

 

(754,08

)

—

 

INVENTARIO

 

08.11.1980

 

TRANSCEPTOR PORTÁTIL VHF/FM/RPV, COM ESTOJO E BATE

 

754,08

 

(764,08

)

—

 

INVENTARIO

 

31.03.1992

 

MEDIDOR DE ESPESSURA DIGITAL MANUAL MARCA:REGMED M

 

4,163,90

 

(4,163,90

)

—

 

INVENTARIO

 

31.03.1993

 

REFRATOMETRO MANUAL MARCA: SHIBUYA - MODELO:l9l -

 

3,046,21

 

(3,046,21

)

—

 

INVENTARIO

 

30.04.1989

 

CRONOMETRO DIGITAL XXXXX XXXXXX MOD, 9999 GP

 

59,85

 

(59,85

)

—

 

INVENTARIO

 

30.04.1989

 

CRONOMETRO DIGITAL XXXXX XXXXXX MOD, 9999 GP

 

59,85

 

(59,85

)

—

 

INVENTARIO

 

30.04.1989

 

CRONOMETRO DIGITAL XXXXX XXXXXX MOD, 9999 GP

 

59,85

 

(59,85

)

—

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreçiasāo ac.

 

Valor contábil

 

STATUS

 

30.04.1989

 

CRONOMETRO DIGITAL XXXXX XXXXXX MOD, 9999 GP

 

59,85

 

(59,85

)

—

 

INVENTARIO

 

30.04.1989

 

CRONOMETRO DIGITAL XXXXX XXXXXX MOD, 9999 GP

 

59,85

 

(59,85

)

—

 

INVENTARIO

 

22.07.1997

 

APARELHO XXXXXXXX-XXXXXXX PNEUMATCO, SR/P N°S, 9

 

4,397,36

 

(4,177,24

)

220,12

 

INVENTARIO

 

29.07.1997

 

BENDTSEN TESTER, SURFACE ROUGHNESS AN AIPERMEANCE

 

16,674,09

 

(15,840,34

)

833,75

 

INVENTARIO

 

27.08.1997

 

BENDTSEN TESTER, SURFACE ROUGHNESS AN AIPERMEANCE

 

3,238,92

 

(3,076,91

)

162,01

 

INVENTARIO

 

23.03.1984

 

PIROMETRO PORT SUPERF 410

 

250,77

 

(250,77

)

—

 

INVENTARIO

 

21.06.1996

 

ANALISADOR UMIDADE MODELO A-30 QUE UTILIRAIOS INFR

 

4,024,25

 

(4,024,25

)

—

 

INVENTARIO

 

22.07.1996

 

VR REF, FRETE S/ BR 155943

 

66,87

 

(66,87

)

—

 

INVENTARIO

 

30.09.1996

 

PAGTO DESP, ACESSORIAS

 

4,986,25

 

(4,986,25

)

—

 

INVENTARIO

 

16.10.1997

 

REEL PROFILE HARDNESS TESTER PL012

 

12,492,92

 

(11,347,86

)

1,145,06

 

1NVENTARIO

 

25.08.2003

 

XXXXXXX XX XXXXXXX XXXX XX XXXXX XX0000

 

3,193,60

 

(558,88

)

2,634,72

 

INVENTARIO

 

06.11.1968

 

FURADEIRA 1/2 BLACK XXXXXX, 220 V

 

191,98

 

(191,98

)

—

 

INVENTARIO

 

16.04.1997

 

DENSITOMETRO MODELO IHAC-10

 

2,419,00

 

(1,685,32

)

733,68

 

INVENTARIO

 

31.10.1988

 

MARTELETE XXXXXXX PNEUMATICO MOD,BH-3,

 

561,74

 

(561,74

)

—

 

INVENTARIO

 

30.06.1989

 

FURADEIRA MANUAL BOSCH INDUSTRIAL 350W 1200 RPM -

 

155,99

 

(156,99

)

—

 

INVENTARIO

 

10.09.1992

 

CONJUNTO MANUAL DE BOMBA E CILUNDRO HIDRAULICO

 

4,163,71

 

(4,163,71

)

—

 

INVENTARIO

 

30.09.1992

 

SERRA ELETRICA XXXXXX MOD:14 110V 9A SEM AFIADO

 

184,79

 

(184,79

)

—

 

INVENTARIO

 

08.08.1997

 

FURADEIRA MANUAL BOSCH 1/2 GBM 13-2 220V,NR, S

 

203,37

 

(140,95

)

62,42

 

INVENTARIO

 

28.06.1996

 

MEGOHMETRO ELETRONICO ANALOGICO 500 VOLTMARCA MEGA

 

700,00

 

(534,46

)

165,54

 

INVENTARIO

 

28.08.1996

 

ESTROBOSCOPIO DIGITAL MARCA XXXXXX XXXXXXX0000X-0

 

805,00

 

(614,90

)

190,10

 

INVENTARIO

 

30.06.1996

 

XXXXX XXXXXXXX XXXXXX 00000X- MAKITA,

 

360,80

 

(275,72

)

85,08

 

INVENTARIO

 

31.03.1992

 

TACOMETRO ELETRONICO DIGITAL MARCA: TACO - MODELO:T

 

416,46

 

(416,46

)

—

 

INVENTARIO

 

29.02.1992

 

MAQUINA LAVADORA DE ALTA PRESSÃO MARCA: KARCHER - M

 

3,106,35

 

(3,106,35

)

—

 

INVENTARIO

 

29.02.1992

 

RELOCAR TUBULAÇÃO DOS CHUVEIROS DO PRESS

 

1,935,46

 

(733,46

)

1,202,00

 

INVENTARIO

 

31.12.1995

 

TALHA MANUAL, FABR,XXXX STEELL, NS,704377, ELEVACA

 

980,00

 

(732,10

)

247,90

 

INVENTARIO

 

01.04.1987

 

FURADEIRA BOSCH INDUSTRIAL 3/8 1125 RPM 220 VTS.

 

226,61

 

(226,61

)

—

 

INVENTARIO

 

30.09.1990

 

FERRAMENTAS DIVERSAS DO COD,J8P-100-IE INSTALACA

 

495,81

 

(495,81

)

—

 

INVENTARIO

 

30.09.1990

 

CALIBRADOR DE PRESSAO DO COD,J8P-100-II INSTALAC

 

948,57

 

(948,57

)

—

 

INVENTARIO

 

18.10.2004

 

TROCA DE TUBULAÇÃO DO ANEL DE ÁGUA FRESCA J1 -COMPL

 

269,87

 

(36,06

)

233,81

 

INVENTARIO

 

23.06.2004

 

INST PLATAFORMA ACESSO VALVULAS CAIXA D ÁGUA J1

 

8,688,23

 

(1,159,34

)

7,528,89

 

INVENTARIO

 

22.06.2004

 

MAT.INST., INSTRUMENTAÇÃO, SUBST, ROLOS GUIAS J1

 

35,629,21

 

(4,754,30

)

30,874,91

 

INVENTARIO

 

22.06.2004

 

MAT.INST.,ELETRICA, SUBST, ROLOS GUIAS Jl

 

100,765,11

 

(13,445,85

)

87,319,26

 

INVENTARIO

 

22.06.2004

 

MAT.INST.,MECANICO, SUBST, ROLOS GUIAS JI

 

332,961,70

 

(45,204,71

)

287,756,99

 

INVENTARIO

 

24.06.2004

 

M.OBRA E MAT, DE INFRAESTRUTURA SUB,ROLOS GUIAS J1

 

1,955,535,04

 

(260,941,72

)

1,694,593,32

 

INVENTARIO

 

23.06.2004

 

MONTAGEM ELETROMECANICA PROJ,ROLOS GUIA J1

 

1,242,733,66

 

(165,827,26

)

1,076,906,38

 

INVENTARIO

 

27.09.2004

 

M,OBRA E MAT,DE INFRAESTRUTURA SUB,ROLOS GUIAS J1

 

398,643,44

 

(47 778,59

)

350,864,85

 

INVENTARIO

 

27.09.2004

 

MAT INST. ,MECÂNICO, SUBST, ROLOS GUIAS Jl

 

4,360,43

 

(522,62

)

3,837,81

 

INVENTARIO

 

22.10.2004

 

M,OBRA E MAT,DE INFRA SUB,XXXXX XXxXX JI -COMPL.

 

762,601,95

 

(89,044,99

)

673,556,96

 

INVENTARIO

 

28.10.2004

 

MATERIAIS INSTALAÇÃO ELETROMECANICA JI REF,PROJ

 

27,817,48

 

(3,261,26

)

24,556,20

 

INVENTARIO

 

28.10.2004

 

MONTAGEM ELETROMECANICA/ENGENHARIA Jl REF,PROJ,

 

107,104,09

 

(12,505,98

)

94,598,11

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Deprecicáo ac.

 

Valor contábil

 

STATUS

 

10.12.2004

 

M,OBRA E MAT,DE INFRA SUB, ROLOS GUIAS Jl, REF,

 

118.684,72

 

(13,128,10

)

105,556 62

 

INVENTARIO

 

17.08.2005

 

M,OBRA E MAT,DE INFRA SUB,ROLOS GUIAS J1, REF,

 

332,241,42

 

(28 ,533,67

)

303,707,75

 

INVENTARIO

 

12.09.2005

 

MONTAGEM, MAT INSTALAÇÕES SUB,ROLOS GUIAS Jl, REF,

 

108,837,56

 

(8,570,97

)

100,266,59

 

INVENTARIO

 

10.06.2006

 

MONTAGEM, MAT INSTALAÇÕES SUB,ROLOS GUIAS Jl, REF,

 

134,421,47

 

(5,600,90

)

128,820,57

 

INVENTARIO

 

31.05.2006

 

SERVIÇOS, MONTAGEM E GERENCIAMENTO NA MAQUINA

 

52,079,55

 

(2,411,09

)

49,668,46

 

INVENTARIO

 

30.06 2006

 

SERVIÇOS, MONTAGEM E GERENCIAMENTO NA MAQUINA

 

557,07

 

(23,22

)

533,85

 

INVENTARIO

 

23.06.2004

 

LI 04-594000000 SISTEMA OE VAPOR E CONDENSADO

 

1,00

 

(10,14

)

0,86

 

INVENTARIO

 

23.06.2004

 

INST,MECANICA PROJ,ELIMINAÇÀO VAZ,OLEO Jl

 

426,688,32

 

(56,936,24

)

369,752,08

 

INVENTARIO

 

23.06.2004

 

INST,INSTRUMENTACAO PROJ,EUMINAÇÀO VAZ,OLEO J1

 

163,291,03

 

(21,789,17

)

141,501,86

 

INVENTARIO

 

23.06.2004

 

M,OBRA E MAT,DE INFRA-ESTRUT DO PROJ, ELIM ÓLEO Jl

 

829,932,84

 

(110,744,23

)

719,188,61

 

INVENTARIO

 

23.06.2004

 

MONT/INSTR,INFRA ESTRUT,PR0J,ELIM,VAZ,OLEO J1

 

202,438,53

 

(27,012,89

)

175,425,64

 

INVENTARIO

 

23.06.2004

 

MONT,MECANICA INFRA-ESTRUT PRQJ,ELIM,VAZ OLEO J1

 

1,684,245,18

 

(251,916,17

)

1,632,329,01

 

INVENTARIO

 

14.12.2004

 

MATERIAIS INSTALAÇÃO INSTRUMENTAÇÃO. COMPL,ENCERR

 

216,599,37

 

(24,623,00

)

191,976,37

 

INVENTARIO

 

14.12.2004

 

MONTAGEM MECÂNICA, ENGRENAGEM ACION., TUBOS SECARI

 

123,222,79

 

(13,626,991

)

109,595,80

 

INVENTARIO

 

14.12.2004

 

M,OBRA E MAT,DE INFRA-ESTRUT DO PROJ, ELIM ÓLEO J1

 

50,824,06

 

(5,620,55

)

45,203,53

 

INVENTARIO

 

16.02.2005

 

INST,MÉCANICA PROJ ELIMINAÇÃO VAZ OLEO J,l

 

3,596,28

 

(375,49

)

3,220,79

 

INVENTARIO

 

16 02.2005

 

MONTAGEM MECÂNICA, ENGRENAGEM ACION., TUBOS SECARI

 

32,726,39

 

(3,417,01

)

29,309,38

 

INVENTARIO

 

16.02.2005

 

GERENCIAMENTO PROJ,ELIMINAÇÀO VAZ OLEO J,l

 

3,751,36

 

(391,68

)

3,359,68

 

INVENTARIO

 

17.08.2005

 

MONTAGEM MECÂNICA, ENGRENAGEM ACION., TUBOS SECARI

 

33,055,74

 

(2,916,87

)

30,136,87

 

INVENTARIO

 

17 08.2004

 

INSTALAÇÃO DE DUAS CAIXAS INSUFLADORAS TUBULAR

 

10,560,29

 

(1,344,24

)

9,216,05

 

INVENTARIO

 

23.09.2004

 

EQUIPAMENTOS PARA INTEGRAÇÃO DE CFTV

 

22,721,39

 

(2,707,95

)

20,013,44

 

INVENTARIO

 

27.09.2004

 

MÃO DE OBRA P/ INTEGRAÇÃO DE CFTV

 

13,475,00

 

(1,615,02

)

11,859,98

 

INVENTARIO

 

24.01.2005

 

XXXXXXXXXX 00 XXXXXXX XX VIDEO MAQ E PORÃO J1

 

22,400,76

 

(2,408,10

)

19,992,66

 

INVENTARIO

 

04.10.2004

 

INSTALAÇÃO SISTEMA FOTOCELULA SECARIA J1

 

2,000,00

 

(233,53

)

1,766,47

 

INVENTARIO

 

15.12.2004

 

EXECUÇÃO DE FUROS NA J1

 

1,086,73

 

(120,18

)

966,55

 

INVENTARIO

 

24.11.2004

 

MATERIAIS APLICADOS

 

103,43

 

(11,77

)

91,66

 

INVENTARIO

 

10.02.2005

 

EIXO CARDAN VOITH ST315,9 NO LI-04-59250l004

 

41,299,88

 

(4,312,20

)

36,987,68

 

INVENTARIO

 

30.11.2005

 

COZIMENTO AMIDO - ENGENHARIA/GERENCIAMENTO

 

54,008,98

 

(3,918,16

)

50,090,82

 

INVENTARIO

 

30.11.2005

 

MONTAGEM ELETROMECANICA/INSTRUMENTAÇÃO

 

26,979,19

 

(1,957,24

)

25,021,95

 

INVENTARIO

 

31.122006

 

CONSTRUIÇÁO CIVIL, MONT,ELETROMEC,/GERENCIAMENTO

 

1,700,457,17

 

(118,087,30

)

1,582,369,87

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA J1 - ENGENHARIA

 

48,008,25

 

(1,972,95

)

46,035,30

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA J1 - MEC/TUBULAÇAO

 

38,867,81

 

(1,597,31

)

37,270,50

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA J1 - ELÉTRICO

 

2,480,45

 

(101,94

)

2,378,51

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA J1 - CONSTRUÇÃO

 

378,767,28

 

(15,565,78

)

363,201,50

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA J1 - MONTAGEM

 

189,543,66

 

(7,789,47

)

181,754,19

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO - J1 - ENGENHARIA

 

17,431,66

 

(982,07

)

16,449,59

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO - Jl - GERENCIAMENTO

 

2,607,79

 

(146,92

)

2,460,87

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO - Jl - INSTRUMENTAÇÃO

 

44,064,94

 

(2,452,53

)

41,582,41

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO - J1 - INSTALAÇÃO

 

6,315,65

 

(355,81

)

5,959,84

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO - J1 - MONTAGEM

 

63,028,33

 

(3,550,89

)

59,477,44

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação ao imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contảbil

 

STATUS

 

31.05.2006

 

SUBSTITUIÇÃO TQUE,DE AMIDO, GERENCIMEN/ENGENHARIA

 

66,701,24

 

(3,045,72

)

63,655,52

 

INVENTARIO

 

31.05.2006

 

SERVIÇOS MECÂNICOS, ELÉTRICOS, INSTRUM, TQUE AMIDO

 

60,439,30

 

(2,759,79

)

57,679,51

 

INVENTARIO

 

31.05.2006

 

MONTAGEM ELETROMECANICA NO TANQUE DE AMIDO

 

135,930,28

 

(6,206,86

)

129,723,42

 

INVENTARIO

 

30.06.2006

 

REFORÇO ESTRUTURA CIVIL MAQUINA Jl - ENGENHARIA

 

2,526,75

 

(103,84

)

2,422,91

 

INVENTARIO

 

31.12.2005

 

CONSTRUIÇÃO CIVIL, REFORMA PISO FILTRO J1

 

278,163,03

 

(19,316,88

)

258,846,15

 

INVENTARIO

 

31.01.2007

 

INSTALAÇÃO ESCADA ACESSO/ GUARDA CORPO PASSARELA

 

27,877,82

 

(259,33

)

27,618,49

 

INVENTARIO

 

05.04.2006

 

SISTEMA DE FREIO PARA ESTANGA DA Jl

 

13,000,00

 

(674,53

)

12,325,47

 

INVENTARIO

 

17.07.2006

 

SISTEMA DE FREIO PARA ESTANGA DA J1

 

2,025,20

 

(101,72

)

1,923,48

 

INVENTARIO

 

31.05.2006

 

TANQUE DE ARMAZENAMENTO OÊ AMIDO COZIDO, HE,

 

80,311,39

 

(3,667,19

)

76,644,20

 

INVENTARIO

 

13.01.2006

 

MATERIAIS DE INSTALAÇÃO - GERENCIAMENTO - FOIL FOR

 

28,331,21

 

(1,844,83

)

26,486,38

 

INVENTARIO

 

13.01.2006

 

SERVIÇOS DE MONTAGEM ELETRO MECANICA

 

25,245,05

 

(1,643,87

)

23,601,18

 

INVENTARIO

 

31.03.2006

 

LI 04-592700000- ENROLADEIRA

 

153,031,35

 

(8,621,48

)

144,409,87

 

INVENTARIO

 

31.03.2006

 

LI 04-592700000- ENROLADEIRA

 

226,288,63

 

(12,748,66

)

213,539,97

 

INVENTARIO

 

06.08.1996

 

TANQUE DE ESTABILIZACAO DE LICOR VERDE 1CAPACIDADE

 

67,650,00

 

(29,406,61

)

38,243,39

 

INVENTARIO

 

30.11.1988

 

NENCOL CIVIL

 

6,855,10

 

(6,855,10

)

—

 

INVENTARIO

 

29.04.1969

 

INSTALAÇÃO Jl ANO 1969

 

571,65

 

(571,65

)

—

 

INVENTARIO

 

07.05.1990

 

SERVICOS PARA REFORMAS DOS TANQUES DA MAQUINA J1

 

393,840,12

 

(299,318,48

)

94,521,64

 

INVENTARIO

 

12.12.1996

 

SERVICOS PARA MODCFICACAO NO SISTEMA DE ILUMINACAO

 

19,901,70

 

(8,476,71

)

11,424,99

 

INVENTARIO

 

31.12.1997

 

VL REF RATEIO DA ASTRA CF BR 209916 12/97

 

2,378,64

 

(949,55

)

1,429,09

 

INVENTARIO

 

12.11.1996

 

XXXXXXXXXX XX 00 XXXXXXXX CONF ITENS 1,2,5 E 6

 

32,249,32

 

(13,735,93

)

18,513,39

 

INVENTARIO

 

27.09.1973

 

TANQUE DA MAQUINA EM CONCRETO DA MAO - VOLUME DE C

 

398,89

 

(398,89

)

—

 

INVENTARIO

 

31.08.1996

 

VR REF, REQUISIÇÃO N/ MES CF ALC 29L

 

136,386,96

 

(59,669,13

)

76,717,83

 

INVENTARIO

 

01.01.1988

 

REDE TECNOLOGIA

 

70,21

 

(21,77

)

48,44

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX Xx - XXX 0000

 

126,869,58

 

(65,972,23

)

60,897,35

 

INVENTARIO

 

30.09.1997

 

TRANSF DA CTA 4,89,9482,343

 

7,840,03

 

(3,129,30

)

4,710,73

 

1NVENTARIO

 

11.07.1997

 

VLR REF, A AQUISICOES

 

3,800,00

 

(1,553,24

)

2,246,76

 

INVENTARIO

 

31.03.1993

 

INSTALACAO Jl - ANO 1993

 

7 466,83

 

(3,882,75

)

3,584,08

 

INVENTARIO

 

08.10.2003

 

PRESTAÇÃO DE SERV, REFORMA DA SALA VIDE CONF

 

12,517,47

 

(1,978,03

)

10,539,44

 

INVENTARIO

 

20.04.1993

 

SERV,DE INSTRUMENT,P/INTERLIGAGAODO SIS TEMA DE AM

 

6,736,33

 

(3,502,65

)

3,233,68

 

INVENTARIO

 

05.05.1992

 

RECUPERACAO ESTRUTURAL E PROTECAO ANTI- ÁCIDA DO T

 

407,758,70

 

(303,100,76

)

104,657,94

 

INVENTARIO

 

31.10.1985

 

XXXXX XX XXXXX XXXXXXXXXX XXXX XXX,0, CONSTRUCAO E

 

86,966,52

 

(86,966,52

)

—

 

INVENTARIO

 

12.07.1995

 

PAGTO CONTRATO S/ XXXXX, SERVICOS REF PINTURA IN

 

35,327,58

 

(11,658,17

)

23,669,41

 

INVENTARIO

 

31.10.1985

 

MATERIAIS UTILIZADO NO TANQUE

 

34,684,14

 

(3,468,43

)

31,215,71

 

INVENTARIO

 

31.10.1385

 

COMPLEMENTO DA VÁLVULA GUILHOTINA

 

2,403,79

 

(240,39

)

2,163,40

 

INVENTARIO

 

30.04.1991

 

XXXXX XXXXXXXXXXXXXX XX X,X MED 5020MM DIAM,243MM

 

6,025,29

 

(5,796,65

)

228,64

 

INVENTARIO

 

31.12.1992

 

TANQUE DE AR COMPRIMIDO FERBOTEC MOD:FBRA 1000V

-

24,578,50

 

(20,154,45

)

4,424,05

 

INVENTARIO

 

04.08.1995

 

TANQUE P/ALIMENTACAO DO COZINHADOR TQ, DE AM

 

14,834,41

 

(7,746,66

)

7,087,75

 

INVENTARIO

 

04.08.1995

 

TANQUE DE ESTOCAGEM DE AMIDO COZIDO FABR- TERM

 

27 690,95

 

(14,460,11

)

13,230,84

 

INVENTARIO

 

04.08.1995

 

TANQUE DE ESTOCAGEM DE AMIDO COZIDO, FABR- TERM

 

4,793,00

 

(1,197,10

)

3,595,90

 

INVENTARIO

 

26.02.1993

 

FRAME ESTRUTURA METALICA OU PLATAFORMA FABRICA

 

7,632,44

 

(5,876,87

)

1,755,57

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciaçāo ac.

 

Valor contābil

 

XXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

5,593,60

 

(3,645,37

)

1,948,23

 

INVENTARIO

 

16.06.1992

 

TANQUE ANTI-ESPUMANTE CONSTRUIDO EM ACO INOX CAPAC

 

13,662,54

 

(10,155,70

)

3,506,84

 

INVENTARIO

 

01.01.1995

 

XXXXX XX XXXXX XX 000, XXXX-XXXXX TROC, TIPOI AISI-

 

21,000,00

 

(10,391,25

)

10,608,75

 

INVENTARIO

 

01.01.1996

 

SILO DE ÁGUA BRANCA, FABA TER MO-TROC, MODAISI316L

 

50,000,00

 

(24,054,85

)

25,945,15

 

INVENTARIO

 

01.01.1996

 

TQ. SILO DE AGUA BRANCA II AISI 316L VOL 12.5 M3

 

30,000,00

 

(13,420,30

)

16,579,70

 

INVENTARIO

 

01.01.1996

 

SERVIÇOS DE PINTURA EM TQ. SILO DE ÁGUA BRANCA II

 

50,791,69

 

(10,338,52

)

40,453,17

 

INVENTARIO

 

01.01.1996

 

XXXX. XXXX 000X, XXXXXXXXX

 

35,000,00

 

(15,361,88

)

19,638,12

 

INVENTARIO

 

01.01.1997

 

TANQUE. ACO INOX. 2 M3

 

17,007,28

 

(8,000,45

)

9,006,83

 

INVENTARIO

 

01.01.1997

 

TANQUE 2 M3. PESO VAZIO 470 KG PROJ COLA

 

186,985,34

 

(87,960,78

)

9,9024,56

 

INVENTARIO

 

01.01.1996

 

TANQUE,##, 0.11M3

 

4,000,00

 

(1,671,07

)

2,328,93

 

INVENTARIO

 

01.01.1997

 

COMPLEMENTOPARA TANQUE ESTOCAGEM DE CARBONATO DE C

 

468,57

 

(199,47

)

269,10

 

INVENTARIO

 

28.03.1996

 

REFORMA TANQUE OE ESTOCAGEM DE CARBONATO

 

146,464,00

 

(61,962,24

)

84,501,76

 

INVENTARIO

 

18.03.1988

 

PGTO FATURA N308/88 ROD.MINEIRO LTDA,

 

555,88

 

(555,88

)

—

 

INVENTARIO

 

21.09.1987

 

BASE XX XXXXXXXX SMV, FUNDACAO TIPO INDIRETA SOBRE

 

5,884,75

 

(5,128,49

)

756,26

 

INVENTARIO

 

31.10.1988

 

TANQUE COLETOR DE LODO DA LAGOA DE SEDIMENTACAO, C

 

948,302,10

 

(948,302,10

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

3,184,40

 

(3,184,40

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXxX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

367,43

 

(367,43

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

24,556,26

 

(18,662,37

)

5,893,89

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXX. CONT. C/CONVERSOR ESTÁTICO E REATOR

 

1,303,37

 

(1,303,37

)

—

 

INVENTARIO

 

31.10.1991

 

PECAS SOBRESSALEMTES AO ACIONAMENTO MP9

 

13,293,56

 

(13,293,56

)

—

 

INVENTARIO

 

31.10.1991

 

PECAS SOBRESSALEMTES AO ACIONAMENTO MP9

 

13,293,56

 

(13,293,56

)

—

 

INVENTARIO

 

31.10.1991

 

PECAS SOBRESSALEMTES AQ ACIONAMENTO MP9

 

13,293,56

 

(13,293,56

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 0.75HP - 22

 

37,146,08

 

(37,146,08

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

ELETRODUTO XX XXXXX GALVANIZADO S/COSTURA DlAM. 1P

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXXXX CONTINUA C/CONVERSOR XXXXXXXX X X

 

651,69

 

1851,89

)

—

 

INVENTARIO

 

31.10.1988

 

INSTALAÇÃO J1 ANO 1988

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXXXX CONTINUA C/CONVERSOR ESTATICO P/M

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE -1.5HP - 220

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 0.25HP - 22

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXXXX CONTINUA C/CONVERSOR ESTATICO P/M

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 2HP - 220V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 5HP - 220V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciaçāo ac.

 

Valor contābil

 

STATUS

 

31.10.1988

 

ELETRODUTO XX XXXXX GALVANIZADO S/COSTURA DIAM. 1

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

MESA DE COMANDO DO SlST ACIONAM DA CX DE ENTR.ATE

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

ELETRODUTO XX XXXXX GALVANIZADO S/COSTURA DIAM. 3P

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXX XXXXXXX TRIANGULO PARA MOTOR 40 HP - 220 V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 10HP - 220V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1968

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 15HP - 220V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX 5 ETAPA PARA MOTOR 200 HP - 220 V - 1PC

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX AUTO TRAFO PARA MOTOR 75 HP - 220 V - 4PC

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

MESA DE COMANDO DO SISTEMA DE REFUGO MP-9, C/2 MOD

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXX. CONT. C/CONVERSOR ESTATICO E REATOR

 

661,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXXX0 - XXX 0000

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR SINCRONO - 30OHP

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXXXX CONTINUA P, MOTOR DE 1.5 HP 440V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 20HP - 220V

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 3HP - 220V

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX AUTO TRAFO PARA MOTOR 60 HP - 220 V - 5PG

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXX XXXXXXX TRIÂNGULO PARA MOTOR 30 HP - 220 V

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX XXXXXX SIMPLES PARA MOTOR DE - 1HP - 220V

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX AUTO TRAFO PARA MOTOR 125 HP - 220 V - 1PC

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

TUBO MAT.A-240 TP304, DIAM 1/2 POL - OT. 1600M

 

651,69

 

(651,69

)

—

 

INVENTARIO

 

31.10.1988

 

XXXXXXX 5 ETAPA PARA MOTOR COM RESISTENCIA - 800 H

 

651,69

 

(651,69

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

11,291,99

 

(11,291,99

)

—

 

INVENTARIO

 

31.10.1985

 

BARRA REDONDA MAT.A-1020.DlAM. 3/8 POL - OT. 753

 

970,80

 

(970,80

)

—

 

INVENTARIO

 

31.10.1985

 

CAIXAHOLEC K 464 - QT. 24 PC 16 PC 08 PC

 

418,04

 

(418,04

)

—

 

INVENTARIO

 

31.10.1985

 

PEDESTAL PADRAO MAT.A-1020 P/INSTRUM. CAMPO - QT

 

970,80

 

(970,80

)

—

 

INVENTARIO

 

31.10.1985

 

CANTONEIRA MAT. A-36, 1/4 X 1.1/2 X 1.1/2 POL - QT

 

418,04

 

(418,04

)

—

 

INVENTARIO

 

31.10.1988

 

ESTRUTURA DAS PRENSAS CONF DES, N. B-3-0525-0004

 

251,172,69

 

(251,172,69

)

—

 

INVENTARIO

 

30.04.1990

 

XXXXXXX XXXXXXXX CONTINUA C/CONVERSOR ESTATICO P

 

100,308,92

 

(100,308,92

)

—

 

INVENTARIO

 

30.08.1988

 

FECHAMENTO LATERAL DA PREPARACAO DE AMIDO C/ PARED

 

1,946,75

 

(1,946,75

)

—

 

XXXXXXXXXX

 

00.00.0000

 

XX - 00-0000 INSTALAÇÕES SlST. REGULAGEM LABIO SUP

 

26,035,72

 

(12,883,04

)

13,152,68

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominacão do imobilizado

 

ValAquis.

 

Depreciaçāo ac.

 

Valor contābil

 

STATUS

 

23.02.1996

 

INSTALAÇÃO J1 - ANO 1996

 

275,415,90

 

(132,500,69

)

142,915,21

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX XXXXXX Xx - XXX 0000

 

75,663,41

 

(17,198,38

)

58,465,03

 

INVENTARIO

 

07.11.2003

 

INSTALAÇÃO J1 - FECHAMENTO VAO LADO FOSSO

 

23,257,18

 

(3,603,65

)

19,653,53

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

1,627,398,86

 

(782,850,64

)

844,548,22

 

INVENTARIO

 

05.09.1995

 

INSTALAÇÃO J1 - confecção bases redutores

 

5,829,62

 

(1,287,98

)

4,541,64

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXX XX XXXXXXXXXXXXXX XXXXX - X0.

 

269,932,34

 

(129,862,50

)

140,069,84

 

INVENTARIO

 

31.05.1997

 

J1 - MATERIAL DE INSTRUMENTACAO GERAL ATIVIDADE

 

4,122,54

 

(1,803,52

)

2,319,02

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXX XXXXXXXX XXXXX - X0.

 

257,849,87

 

(132,309,22

)

125,540,65

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

58,229,66

 

(27,111,28

)

31,11838

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

129,890,10

 

(59,666,21

)

70,223,89

 

INVENTARIO

 

16.03.1996

 

LI 04-9085 INSTAL.SUBESTAÇÃO SECUNDEXTRAÇÃO CELULO

 

1,214,680,53

 

(575,011,12

)

639,649,41

 

INVENTARIO

 

05.08.1997

 

LÂMPADA A VAPOR XX XXXXXXXX DE XXXX PRESSAO, 4

 

20,426,45

 

(8,591,98

)

11,834,47

 

INVENTARIO

 

21.11.2000

 

EQUIPAMENTOS

 

3,640,00

 

(1,007,93

)

2,632,07

 

INVENTARIO

 

25.08.1998

 

CILINDRO PNEUM 530MM 3400-036D-140

 

34,881,17

 

(12,397,34

)

22,483,83

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

83,851,51

 

(29,802,41

)

54,049,10

 

INVENTARIO

 

16.11.1995

 

XXXXXXXX XX XXXXXXXXXX XXX0

 

2,825,85

 

(1,021,731

)

1,804,12

 

INVENTARIO

 

13.05.1999

 

INSTALAÇÃO J1 -ANO 1999

 

77,197,94

 

(25,432,44

)

51,765,50

 

INVENTARIO

 

10.12.1997

 

INST PLATAFORMA PROXIMO ROLO ESTR

 

1,960,00

 

(645,07

)

1,314,93

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

26,720,63

 

(8,795,59

)

17,925,04

 

INVENTARIO

 

28.10.1998

 

TRANSF DOTAÇOES ANTIGAS

 

143,161,74

 

(45,453,98

)

97,707,76

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

1,292,255,07

 

(413,242,15

)

879,012,92

 

INVENTARIO

 

31.03.1998

 

MELHORIAS TELHADO DA JCl

 

31,340,28

 

(9,859,19

)

21,481,09

 

INVENTARIO

 

16.12.1998

 

MELHORIAS TELHADO JCl

 

13,352,26

 

(4,200,46

)

9,151,80

 

INVENTARIO

 

08.10.2003

 

XXXXX.XX SERV. DE MELHORIAS TELHADO DA Jl

 

24,389,00

 

(13,853,97

)

20,535,03

 

INVENTARIO

 

31.03.1998

 

INSTALAÇÃO PROGRAMA QUALIDADE

 

3,714,92

 

(1,168,58

)

2,546,34

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

41,536,83

 

(11,937,83

)

29,599,00

 

INVENTARIO

 

01.08.2000

 

INSTALAÇÃO LAMPADAS ESTROBOSCOPIO

 

878,22

 

(254,13

)

624,09

 

INVENTARIO

 

23.01.2001

 

SUBSTITUIR BLOQUEIO INTERTRAVAMENTO SUBESTAÇÃO

 

5,068,00

 

(1,372,84

)

3,695,16

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

21,913,60

 

(5,621,87

)

16,291,73

 

INVENTARIO

 

01.08.2000

 

INSTALAÇÃO CIVIL COMANDOS DE PHEPARAÇÃO MASSA J1

 

149,728,43

 

(40,312,91

)

109,415,52

 

INVENTARIO

 

23.07.2002

 

INSTALÇAOES MAQUINA J1

 

158,149,35

 

(32,844,20

)

125,305,15

 

INVENTARIO

 

30.09.1990

 

MESA DE COMANDO DO SISTEMA DE REFUGO - MAQ9 COMPOS

 

2,146,391,22

 

(2,131,916,81

)

14,474,41

 

INVENTARIO

 

30.09.1990

 

TUBO DE ACO INOX 126M DO FILTRO DE DISCO

 

78,638,57

 

(9,491,28

)

69,147,29

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXXX X0 - XXX 0000

 

24,710,28

 

(12,849,45

)

11,860,63

 

INVENTARIO

 

16.10.1997

 

REEL PROFILE HARDNESS TESTER PL012

 

7,745,00

 

(3,091,71

)

4,653,29

 

INVENTARIO

 

31.10.1991

 

COMPLEMENTO DA SOBREBASE PARA MOTOR

 

70,11

 

(63,94

)

6,17

 

INVENTARIO

 

18.11.2003

 

TROCA DE TUBULAÇÃO DO ANEL DE AGUA FRESCA J1

 

270,696,86

 

(41,943,91

)

228,752,95

 

INVENTARIO

 

10.12.2003

 

TROCA DE TUBULAÇÃO DO ANEL DE AGUA FRESCA J1-COMPL

 

27,846,55

 

(4,229,20

)

23,617,35

 

INVENTARIO

 

26.12.2003

 

FABR E INST. BASE MOTOR/REDUTOR DA 5* BATERIA Jl

 

3,600,00

 

(480,38

)

3,119,62

 

XXXXXXXXXX

 

00.00.0000

 

XX - 0000-0000 MESA PLANA - DUOFORMER

 

78,106,53

 

(38,646,79

)

39,457,74

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

28.08.1995

 

LI - 3010-5923 PRENSAS

 

325,443,80

 

(161,036,54

)

164,407,26

 

XXXXXXXXXX

 

00.00.0000

 

XX - 0000-0000 SECARIA

 

390,532,60

 

(193,243,87

)

187,288,73

 

XXXXXXXXXX

 

00.00.0000

 

XX - 0000-0000 S1ZE PRESS

 

91,124,28

 

(45,090,24

)

46,034,04

 

XXXXXXXXXX

 

00.00.0000

 

XX - 0000-0000 ENROLADEIRA

 

156,213,00

 

(77,297,53

)

78,915,47

 

XXXXXXXXXX

 

00.00.0000

 

XX - 0000-0000 REBOBI NADEI RA

 

234,319,50

 

(115,946,29

)

118,373,21

 

INVENTARIO

 

25.03.1996

 

LI 04-593000000 SISTEMA DE REFUGO

 

523,487,90

 

(251,918,61

)

271,569,29

 

INVENTARIO

 

25.03.1996

 

LI 3010-593300000 SISTEMA DE RECUPERAÇÃO DE FIBRAS

 

1,046,975,00

 

(503,836,84

)

543,138,16

 

INVENTARIO

 

25.03.1996

 

LI 3010-593600000 SISTEMA DE RECUPERAÇÃO DE ÁGUA

 

418,790,30

 

(201,534,88

)

217,255,42

 

INVENTARIO

 

25.03.1996

 

LI 3010-594000000 SISTEMA DE VAPOR E CONDENSADO

 

523,487,90

 

(251,918,61

)

271,569,29

 

INVENTARIO

 

25.03.1996

 

LI 3010-594300000 SlSTEMA DE VÁCUO

 

1,570,463,00

 

(755,755,49

)

814,707,51

 

INVENTARIO

 

25.03.1996

 

LI 3010-594400000 SlSTEMA XX XXXXXX

 

418,790,30

 

(201,534,88

)

217,255,42

 

INVENTARIO

 

25.03.1896

 

LI 3Q1Q-534&0QQ0Q SISTEMA DE LUBRIFICACAO

 

261,743,90

 

(125,959,28

)

135,784,62

 

INVENTARIO

 

25.03.1996

 

LI 3010-595000000 PREPARAÇÃO DE ADITIVOS

 

471,141,07

 

(226,727,70

)

244,413,37

 

INVENTARIO

 

22.06.2004

 

XXXXX XX XXXXXXXX X/ XXX XX XXXX XX X0

 

8,970,76

 

(1,197,04

)

7,773,72

 

INVENTARIO

 

04.04.2005

 

SlSTEMA DE AR CONDICIONADO

 

34,999,68

 

(3,438,22

)

31,561,46

 

INVENTARIO

 

30.10.2006

 

REFORMA, MATERIAIS, PINTURA ADEQUAÇÃO SALA MT J1

 

195,174,81

 

(4,476,49

)

190,698,32

 

INVENTARIO

 

30.10.2006

 

GERENCIAMENTO PROJ ADEQUAÇÃO SALA MT J1

 

240,577,41

 

(5,517,84

)

235,059,57

 

INVENTARIO

 

31.01.2007

 

FABRICAÇÃO E INSTALAÇÃO DE 03 CAIXAS INSUFLADORAS

 

15,771,00

 

(144,03

)

15,626,97

 

INVENTARIO

 

28.02.2005

 

DESPESAS DE MATERIAIS MECÂNICOS, ELÉTRICOS INSTRU

 

99,769,00

 

(10,434,49

)

89,334,51

 

INVENTARIO

 

30.12.2005

 

INSTALAÇÃO 00 XXXXXXX XX XXXXXXXX XX XXXXX XX ÁGUA

 

10,734,00

 

(745,41

)

9,988,59

 

INVENTARIO

 

03.06.3004

 

MATERIAL N/ATIVAVEL NA MAQUINA Jl -DUOFORMER VOITH

 

1,11

 

(0,15

)

0,96

 

INVENTARIO

 

03.06.2004

 

MATERIAL X/XXXXXXXX XX XXXXXXX X,0

 

4,858,39

 

(648,23

)

4,210,10

 

INVENTARIO

 

07.07.2004

 

DIVS,MATERIAIS NAO ATIVAVEIS NA MAQUINA J1

 

9,447,23

 

(1,247,55

)

8,199,68

 

INVENTARIO

 

04.08.2004

 

MATERIAL N/ATIVAVEL NA MAQUINA DUOFORMER VOITH

 

20,191,10

 

(2,570,16

)

17,620,94

 

INVENTARJO

 

03.08.2004

 

CHAVE CATRACA 1/2 PNEUM AT5053 PUMA, UTILIZADO NA

 

401,48

 

(51,10

)

350,38

 

INVENTARIO

 

04.10.2004

 

TREINAMENTO PLC - Xx - XX -19/7 A 22/7/2004

 

225,80

 

(26,37

)

199,43

 

INVENTARIO

 

23.06.2004

 

MONTAGEM INSTRUMENT PRO J,XXX MINAÇ XX XXX ÓLEO J1

 

234,41

 

(31,28

)

203,13

 

INVENTARIO

 

03.09.2004

 

MONTAGEM ELÉTRICA, MECÂNICA E INSTRUMEN-TACAO - SE

 

8,415,28

 

(1,008,60

)

7,406,68

 

INVENTARIO

 

30.11.2004

 

MODERNIZAÇÃO REBOBINADEIRA VOITH J1, ESTRUTURA, MA

 

1,401,664,22

 

(159,301,51

)

1,242,362,71

 

INVENTARIO

 

30.11.2004

 

MONTAGEM ELETROMECANICA, INSTRUMENTAÇÃO, AUTOMA

 

752,654,81

 

(85,559,14

)

667,095,67

 

INVENTARIO

 

31.03.2005

 

MONTAGEM ELETROMECANICA, INSTRUMENTAÇÃO, AUTOMA

 

357,500,00

 

(36,223,16

)

321,276,84

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

1,468,12

 

(175,95

)

1,292,17

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

260,69

 

(27,22

)

233,47

 

INVENTARIO

 

23.06.2004

 

XXXXXXXXXXX XXXXXXX, XXXX, XX000X

 

2,327,09

 

(267,62

)

2,059,47

 

INVENTARIO

 

23.06.2004

 

XXXXXXXXXXX XXXXXXX, XXXX, XX000X

 

2,327,09

 

(267,62

)

2,059,47

 

INVENTARIO

 

23.06.2004

 

TRANSMISSOR PRESSÃO, SMAR, LD301L

 

2,327,09

 

(267,62

)

2,059,47

 

INVENTARIO

 

23.06.2004

 

TRANSMISSOR PRESSÃO, SMAR, LQ301L

 

2,327,09

 

(267,62

)

2,059,47

 

INVENTARIO

 

23.06.2004

 

TRANSMISSOR PRESSÃO, SMAR, LQ301L

 

2,400,63

 

(276,08

)

2,124,55

 

INVENTARIO

 

23.06.2004

 

XXXXXXXXXXX XXXXXXX, XXXX, XX000X

 

2,400,63

 

(276,08

)

2,124,55

 

INVENTARIO

 

23.06.2004

 

TRANSMISSOR PRESSÃO, SMAR, LD301D

 

2,400,63

 

(276,08

)

2,124,55

 

INVENTARIO

 

 


 

Schedule 1.2 (a) List of Fixed Assets

 

Dt.incorp

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

23.06.2004

 

TRANSMISSOR PRESSAO, SMAR, LD301D

 

2,400,63

 

(276,08

)

2,124,55

 

INVENTARIO

 

23.06.2004

 

TRANSMISSOR PRESSAO, SMAR, LD301D

 

2,388,52

 

(274,68

)

2,113,84

 

INVENTARIO

 

23.06.2004

 

MOTOR, 3 CV, 2 P, 90L, WEG

 

858,72

 

(98,75

)

769,97

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,360,20

 

(501,42

)

3,858,78

 

INVENTARIO

 

23.06.2004

 

XXXXX, 0 XX, 0 X, 00X XXX

 

858,72

 

(98,75

)

759,97

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,973,53

 

(571,95

)

4,401,58

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,360,20

 

(434,43

)

3,925,77

 

INVENTARIO

 

23.06.2004

 

XXXXX, 0 XX, 0 X, 00X XXX

 

858,72

 

(98,75

)

759,97

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,360,50

 

(501,42

)

3,858,78

 

INVENTARIO

 

23.06.2004

 

XXXXX, 0 XX, 0 X, 00X XXX

 

858,72

 

(98,75

)

759,97

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,886,88

 

(561,99

)

4,324,89

 

INVENTARIO

 

23.06.2004

 

XXXXX, 0 XX, 0 X, 00X XXX

 

866,66

 

(99,67

)

766,99

 

INVENTARIO

 

23.06.2004

 

XXXXX, XXXXXXXX, 0000XX

 

4,965,59

 

(662,59

)

4,303,00

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

5,614,57

 

(645,73

)

4,969,24

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

5,614,97

 

(645,73

)

4,969,24

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, ET657

 

5,614,97

 

(645,73

)

4,969,24

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, ET657

 

5,614,97

 

(645,73

)

4,969,24

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, ET657

 

5,614,97

 

(645,73

)

4,969,24

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

3,376,79

 

(388,33

)

2,988,46

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

3,376,79

 

(388,33

)

2,988,46

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

4,143,17

 

(476,47

)

3,666,70

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

3,376,79

 

(388,33

)

2,988,46

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXX CONTROLE, XXXXXXX, EZ657

 

3,376,79

 

(388,33

)

2,988,46

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

5,614,96

 

(645,73

)

4,969,23

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

3,376,79

 

(388,33

)

2,988,46

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, EZ657

 

4,385,37

 

(504,31

)

3,881,06

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, ET657

 

3,376,79

 

(388,33

)

2,988,46

 

INVENTARIO

 

23.06.2004

 

TROCADOR CALOR, PY4-496 2145, CHS

 

29,831,03

 

(3,430,57

)

26,400,46

 

INVENTARIO

 

23.06.2004

 

SEPARADOR CONDENSADO, 2.3 M3, CHS

 

16,269,66

 

(1,871,02

)

14,398,64

 

INVENTARIO

 

23.06.2004

 

SEPARADOR CONDENSADO, 1.3 M3, CHS

 

13,259,72

 

(1,524,87

)

11,734,85

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXX, 657

 

3,544,38

 

(407,61

)

3,136,77

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXX, 657

 

3,544,38

 

(407,61

)

3,136,77

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, 1052

 

8,401,64

 

(966,20

)

7,435,44

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, 1052

 

8,401,65

 

(966,20

)

7,435,45

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, XXXXXXX, 657

 

3,481,18

 

(400,34

)

3,080,84

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, METSO, 1052

 

6,398,59

 

(735,84

)

5,662,75

 

INVENTARIO

 

23.06.2004

 

VÁLVULA CONTROLE, METSO, 1052

 

6,398,59

 

(735,84

)

5,662,75

 

INVENTARIO

 

09.06.2004

 

CONVERSOR, XXX, XXX000, COMPONENTES

 

137,03

 

(18,28

)

118,75

 

INVENTARIO

 

21.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

3,691,90

 

(442,49

)

3,249,41

 

INVENTARIO

 

23.06.2004

 

XXXXXXX XXXXXXXXX, XXXXXXXX, 0000

 

3,756,98

 

(501,32

)

3,255,66

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciaçāo ac.

 

Valor contābil

 

STATUS

 

22.06.2004

 

BOMBA,##,##

 

1,100,00

 

(146,79

)

953,21

 

INVENTARIO

 

22.06.2004

 

BOMBA,##,##

 

1,100,00

 

(146,79

)

953,21

 

INVENTARIO

 

22.06.2004

 

MOTOR, 3 CV, 6 P, 100L, WEG

 

640,12

 

(85,41

)

554,71

 

INVENTARIO

 

22.06.2004

 

MOTOR, 3 CV, 6 P, 100L, WEG

 

640,12

 

(85,41

)

554,71

 

INVENTARIO

 

22.06.2004

 

MOTOR, 1.1 KW, 4 P, DFZ90S4, SEW

 

897,80

 

(119,81

)

777,99

 

INVENTARIO

 

22.06.2004

 

MOTOR, 1.1 KW, 4 P, DFZ90S4, SEW

 

897,80

 

(119,81

)

777,99

 

INVENTARIO

 

22.06.2004

 

MOTOR, 1.1 KW, 4 P, DFZ90S4, SEW

 

897,80

 

(119,81

)

777,99

 

INVENTARIO

 

22.06.2004

 

REDUTOR, 519 : 1, FAZ87R57, SEW

 

1,526,78

 

(203,74

)

1,323,04

 

INVENTARIO

 

22.06.2004

 

REDUTOR, 519 : 1, FAZ87R57, SEW

 

1,526,78

 

(203,74

)

1,323,04

 

INVENTARIO

 

22.06.2004

 

REDUTOR, 519 : 1, FAZ87R57, SEW

 

1,526,78

 

(203,74

)

1,323,04

 

INVENTARIO

 

22.06.2004

 

REDUTOR, 519 : 1, FAZ87R57, SEW

 

1,526,78

 

(203,74

)

1,323,04

 

INVENTARIO

 

22.06.2004

 

TANQUE,##,##

 

5,122,00

 

(683,47

)

4,438,53

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,391,25

)

21,608,75

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,760,00

)

21,240,00

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciaçāo ac.

 

Valor contábil

 

STATUS

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOlTH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

725,30

 

(73,49

)

651,81

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

754,05

 

(76,41

)

677,64

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

165,26

 

(16,75

)

148,51

 

INVENTARIO

 

20.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

105,13

 

(12,60

)

82,53

 

INVENTARIO

 

21.09.2004

 

REAJUSTE DE PREÇO, CONFORME PC 4500426152

 

1,526,58

 

(182,96

)

1,343,62

 

INVENTARIO

 

24.06.2004

 

CILINDRO HIDRAUL METSO 2300FD3125310807

 

15,169,27

 

(569,05

)

14,600,22

 

INVENTARIO

 

14.06.2004

 

CILINDRO HIDRAUL REXROTH CD250B80/45/350

 

1,661,76

 

(62,34

)

1,599,42

 

INVENTARIO

 

30.11.2004

 

ROLO CURVO 7.3/16" X 4360MM XXXXX

 

108,600,46

 

(12,009,93

)

96,590,53

 

INVENTARIO

 

03.05.2004

 

CILINDRO PNEUM 2"X110MM 340001111160100

 

942,64

 

(35,36

)

907,28

 

INVENTARIO

 

02.06.2004

 

CILINDRO HIDR 254MM 00XXX XXX-000, XXX

 

1,088,97

 

(40,85

)

1,048,12

 

INVENTARIO

 

02.06.2004

 

CILINDRO HIDR 254MM 00XXX XXX-000, XXX

 

1,085,71

 

(40,73

)

1,044,98

 

INVENTARIO

 

02.06.2004

 

CILINDRO HIDR 254MM 00XXX XXX-000, XXX

 

1,085,71

 

(40,73

)

1,044,98

 

INVENTARIO

 

08.06.2004

 

VÁLVULA AUTO-OPERADA, DN25NPT, SPIRAX SA

 

5,743,32

 

(766,38

)

4,976,94

 

INVENTARIO

 

19.07.2004

 

TRANS MICROP NIVEL SMAR LD301L31ITU1101*

 

2,760,30

 

(328,28

)

2,452,02

 

INVENTARIO

 

19.07.2004

 

SERVIÇO OPERACIONALIZACAO ATIVO FIXO - XXXXX

 

47,00

 

(5,12

)

41,88

 

INVENTARIO

 

22.06.2004

 

XXXXXXXX XX XXXXX, XXX, XX0-00000,X

 

3,494,28

 

(466,27

)

3,028,01

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

24.06.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(3,202,50

)

20,797,50

 

INVENTARIO

 

23.11.2004

 

ROLO ABRIDOR P/ SISTEMA TANDEN - VOITH

 

86,100,00

 

(9,521,65

)

76,578,35

 

INVENTARIO

 

23.11.2004

 

ROLO ABRIDOR P/ SISTEMA TANDEN - VOITH

 

86,100,00

 

(7,654,83

)

78,445,17

 

INVENTARIO

 

06.07.2004

 

BOMBA HIDR PISTAO REXROTH A10VSO45DFR31*

 

9,138,75

 

(854,37

)

8,284,38

 

INVENTARIO

 

25.08.2005

 

INSTALAÇÃO DE BOMBA PISTOES A10SV-45

 

1,816,00

 

(155,96

)

1,660,04

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

 


 

Dt. incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciaçāo āc.

 

Valor contābil

 

STATUS

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA, 350 X 4870, VOITH

 

24,000,00

 

(2,876,48

)

21,123,52

 

INVENTARIO

 

24.08.2004

 

TROCADOR CALOR ZERMATT PYA-8-1200

 

5,041,45

 

(626,25

)

4,415,20

 

INVENTARIO

 

23.11.2004

 

VENTILADOR AXlAL PMCA-6-063, AEOLUS

 

4,851,12

 

(521,50

)

4,329,62

 

INVENTARIO

 

27.08.2004

 

REDUTOR 1:10 SEW RF47DZ80K4BMGHF, 0.55KW, 2POLOS.

 

2,648,32

 

(206,90

)

2,441,42

 

INVENTARIO

 

30.11.2004

 

REDUTOR,##,##, X00XX00X0/4/BMG/TF, SEW

 

586,03

 

(66,62

)

519,41

 

INVENTARIO

 

30.11.2004

 

CILINDRO HIDRAULICO, XXXXXX

 

2,640,24

 

(300,14

)

2,340,10

 

INVENTARIO

 

30.11.2004

 

CILINDRO HIDRAULICO, XXXXXX

 

2,640,24

 

(300,14

)

2,340,10

 

INVENTARIO

 

30.11.2004

 

REDUTOR,##,##, R37DZ71D4, SEW

 

498,75

 

(56,70

)

442,05

 

INVENTARIO

 

30.11.2004

 

MOTOR, 20CV, 4 P, 160M, WEG

 

1,272,51

 

(144,65

)

1,127,86

 

INVENTARIO

 

30.11.2004

 

CILINDRO HIDRAULICO, XXXXXX

 

2,640,24

 

(300,14

)

2,340,10

 

INVENTARIO

 

30.11.2004

 

CILINDRO HIDRAULICO, XXXXXX

 

2,640,26

 

(300,14

)

2,340,12

 

INVENTARIO

 

27.09.2004

 

XXXX XX XXXXXXXX, X0, X0 000,00, XXXXX

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 505.03, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 500.03

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 505.01, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 505.05, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 504.05, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 505.06, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO DE PASSAGEM, J1, R0 505.07, VOITH

 

22,723,10

 

(2,723,43

)

19,999,67

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA DE TELA, VOITH, R0 505.02

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

27.09.2004

 

ROLO XXXX XX XXXX, XXXXX, X0 000.0-0

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

27.09.2004

 

ROLO GUIA DE TELA, VOITH, R0 501.04

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

17.08.2005

 

ALINHAM/NIVELAM OPTICO ROLO GUIA J1

 

1,928,55

 

(165,62

)

1,762,93

 

INVENTARIO

 

27.09.2004

 

ROLO XXXX XX XXXX, XXXXX, X0 000,00

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

27.09.2004

 

ROLO XXXX XX XXXX, XXXXX, X0 000,00

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

27.09.2004

 

ROLO XXXX XX XXXX, XXXXX, X0 000,00

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

27.09.2004

 

ROLO XXXX XX XXXX, XXXXX, X0 000,00

 

32,612,67

 

(3,908,73

)

28,703,94

 

INVENTARIO

 

17.08.2005

 

ALINHAM/NIVELAM OPTICO ROLOS GUIAS J1

 

1,928,55

 

(165,62

)

1,762,93

 

INVENTARIO

 

28.10.2004

 

CILINDRO HIDRAULICO HIDRAS PN1.860 192

 

4,913,37

 

(184,32

)

4,729,05

 

INVENTARIO

 

28.02.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASICA)

 

15,215,99

 

(1,588,74

)

13,627,25

 

INVENTARIO

 

31.05.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASICA)

 

371,80

 

(35,37

)

336,43

 

INVENTARIO

 

28.02.2005

 

REDUTOR, XX00, XXX, 0XXXXX

 

1,945,50

 

(203,14

)

1,742,36

 

INVENTARIO

 

28.02.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASICA)

 

15,215,99

 

(1,588,74

)

13,627,25

 

INVENTARIO

 

31.05.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASlCA)

 

371,79

 

(35,37

)

336,42

 

INVENTARIO

 

28.02.2005

 

MOTOR, 90L, WEG, 2.2KW, 4POLOS

 

808,15

 

(84,38

)

723,77

 

INVENTARIO

 

 


 

Dt. incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor Contãbil

 

STATUS

 

18.11.2004

 

XXXXXXXX XXXXXXXXXX, XXXXX, 0000-X0/000 250-90H

 

15,301,90

 

(574,03

)

14,727,87

 

INVENTARIO

 

28.02.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASICA)

 

15,215,99

 

(507,21

)

14,708,78

 

INVENTARIO

 

31.05.2005

 

PRESTAÇÃO DE SERVIÇO (ENGENHARIA BASICA)

 

371,79

 

(8,67

)

363,12

 

INVENTARIO

 

17.02.2005

 

ROLO CURVO 7.3/16’ X 4315MM

 

91,355,20

 

(7,281,55

)

84,073,65

 

INVENTARIO

 

22.02.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

3,075,80

 

(311,66

)

2,764,14

 

INVENTARIO

 

22.03.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

270,40

 

(27,41

)

242,99

 

INVENTARIO

 

28.02.2005

 

BOMBA CENTRIFUGA, KSB, MEGACHEM 32-2001, 4POLOS

 

10,928,07

 

(1,107,27

)

9,820 00

 

XXXXXXXXXX

 

00.00.0000

 

XXXXXXXXX XX XXXXXXX (XXXXXXXXXX BASICA)

 

15,215,93

 

(1,588,74

)

13,627,19

 

INVENTARIO

 

31.05.2005

 

PRESTAÇÃO DE SERVIÇO (EMGENHARIA BASICA)

 

371,79

 

(35,37

)

336,42

 

INVENTARIO

 

01.04.2005

 

SISTEMA TRANSPORTE PNEUMATICO, CUT 55/177, APS

 

29,502,14

 

(2,898,16

)

26,603,98

 

(NVENTARIO

 

10.01.2005

 

TROCADOR CALOR ZERMATT PY81500, CHS COOLERS

 

6,000,00

 

(496,76

)

5,503,24

 

INVENTARIO

 

10.01.2005

 

TROCADOR CALOR ZERMATT PY81500, CHS COOLERS

 

6,000,00

 

(496,76

)

5,503,24

 

INVENTARIO

 

05.01.2005

 

TRANSM TEMP SMAR TT3011110H0P0I58U

 

1,177,31

 

(112,02

)

1,065,29

 

INVENTARIO

 

20.01.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

304,20

 

(31,77

)

272,43

 

INVENTARIO

 

05.01.2005

 

TRANSM TEMP SMAR TT3011110H0P0I5BU

 

1,177,31

 

(112,02

)

1,065,29

 

INVENTARIO

 

20.01.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

304,20

 

(31,77

)

272,43

 

INVENTARIO

 

05.01.2005

 

TRANSM TEMP SMAR TT3011110H0P0I5BU

 

1,177,31

 

(112,02

)

1,065,29

 

INVENTARIO

 

20.01.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

304,20

 

(31,77

)

272,43

 

INVENTARIO

 

05.01.2005

 

TRANSM TEMP SMAR TT3011110H0P0I5BU

 

1,177,31

 

(112,02

)

1,065,29

 

INVENTARIO

 

20.01.2005

 

SERVIÇO OPERACIONALIZAÇÁO ATIVO FIXO - XXXXX

 

304,20

 

(31,77

)

272,43

 

INVENTARIO

 

05.01.2005

 

TRANSM TEMP SMAR TT3011110H0P0I5BU

 

1,177,31

 

(112,02

)

1,065,29

 

INVENTARIO

 

20.01.2005

 

SERVIÇO OPERACIONALIZAÇÃO ATIVO FIXO - XXXXX

 

304,20

 

(31,77

)

272,43

 

INVENTARIO

 

03.03.2005

 

CONJUNTO DE MATERIAIS APLICADOS

 

2,685,32

 

(80,57

)

2,604,75

 

INVENTARIO

 

10.02.2005

 

BOMBA NETZSCH XXXX XX00X

 

4,311,85

 

(296,24

)

4,015,61

 

INVENTARIO

 

25.10.2005

 

ROLO GUIA VOITH 170 x 4430 MM

 

53,471,25

 

(4,045,01

)

49,426,24

 

INVENTARIO

 

24.11.2005

 

CHAPEAMENTO ATIVOS MES

 

1,554,80

 

(112,79

)

1,442,01

 

INVENTAHIO

 

07.07.2005

 

TROCADOR CALOR CHS PY-4-6-530-E, CHS - COOLERS

 

1,831,35

 

(151,62

)

1,679,73

 

INVENTARIO

 

20.07.2005

 

Serviço de Operaionalizaçâo de ativo

 

81,12

 

(6,47

)

74,65

 

INVENTARIO

 

04.04.2005

 

MODULO INTERCAMBIADOR, TRANE, TRCE150426

 

10,316,07

 

(1,013,40

)

9,302,67

 

INVENTARIO

 

04.04.2005

 

MODULO INTERCAMBIADOR, TRANE, TRCE150426

 

10,316,07

 

(1,013,40

)

9,302,67

 

INVENTARIO

 

25.08.2005

 

MOTOR TRI B3D 440V 15.0CV 132M 4P

 

1,220,62

 

(104,82

)

1,115,80

 

INVENTARIO

 

25.08.2005

 

INSTALAÇÃO DE BOMBA PISTOES A10SV-45

 

1,364,00

 

(117,15

)

1,246,85

 

INVENTARIO

 

02.09.2005

 

MATERIAIS APLICADOS

 

3,071,25

 

(241,86

)

2,829,39

 

INVENTARIO

 

23.09.2005

 

Serviço de Operacionalização de ativo

 

74,36

 

(5,85

)

63,51

 

INVENTARIO

 

31.03.2006

 

POROSIMETRO, SCANPRO PROLAG 2000, L&W

 

176,259,76

 

(9,930,13

)

166,329,63

 

INVENTARIO

 

31.05.2006

 

XXXXXXXXXXX XXXXX, XX000X.000, XX00. 01.12013 AII5P0

 

1,967,97

 

(89,86

)

1,878,11

 

INVENTARIO

 

13.03.2006

 

TRANSM PRESS SMAR LD301D.43I TU11-012-A1

 

3,127,80

 

(176,21

)

2,951,59

 

INVENTARIO

 

13.03.2006

 

TRANSM NIV SMAR LD301M-21I-TU11-011-A1

 

1,566,34

 

(52,02

)

1,514,32

 

INVENTARIO

 

13.01.2006

 

CILIINDRO PNEUM., METSO, P2020H-100/25

 

6,166,90

 

(401,57

)

5,765,33

 

INVENTARIO

 

13.01.2006

 

EQUIPAMENTO FOIL FORCE-KAR9200463

 

299,836,41

 

(19,524,24

)

280,312,17

 

INVENTARIO

 

 


 

Dt. incorp.

 

Denominação do imobilizado

 

ValAquis,

 

Depreciação ac.

 

Valor Contãbil

 

STATUS

 

31.03.2006

 

SISTEMA INSPEÇÃO DE FOLHAS DETETOR DE FUROS

 

498,884,92

 

(28,106,19

)

470,778,73

 

INVENTARIO

 

26.04.2006

 

XXXXX XXXXXXXXXX, X00-00X-000, XXXXXXX

 

1,450,26

 

(75,25

)

1,375,01

 

INVENTARIO

 

26.07.2001

 

ROLO GUIA

 

3,500,00

 

(884,92

)

2,615,08

 

INVENTARIO

 

03.01.2002

 

PRESTACAO DE SERVICOS - SENSOR

 

1,283,33

 

(293,80

)

989,53

 

INVENTARIO

 

20.06.2001

 

RETIFICADOR DE BATERIAS

 

3,233,58

 

(827,27

)

2,406,31

 

INVENTARIO

 

15.08.2001

 

XXXXX XXX 000X 00 XX.0000 XXX

 

1,000,00

 

(237,72

)

762,28

 

INVENTARIO

 

06.02.2002

 

TROCADOR DE CALOR HIDRAS

 

12,83

 

(2,87

)

9,96

 

INVENTARIO

 

06.02.2002

 

MOTOR XXX 000X 7.5 CV.1740 RPM

 

12,83

 

(2,87

)

9,96

 

INVENTARIO

 

06.02.2002

 

MOTOR XXX 000X 7.5 CV.1740 RPM

 

12,83

 

(2,87

)

9,96

 

INVENTARIO

 

06.02.2002

 

XXXXX XXX 000X 0 XX.0000 XXX

 

12,83

 

(2,87

)

9,96

 

INVENTARIO

 

06.02.2002

 

BOMBA MANNESMANN 1PV2V3-40/25

 

12,84

 

(2,87

)

9,97

 

INVENTARIO

 

09.04.1996

 

J1 - FOB - SOBRESSALENTES IMPORTADOS

 

20,522,04

 

(8,978,55

)

11,543,49

 

INVENTARIO

 

31.10.1996

 

VR REF REQUISOCAO N/ MES CF ALC 29L

 

7,17

 

(2,74

)

4,43

 

INVENTARIO

 

10.01.1996

 

INSTALAÇÃO SISTEMA DE REFUGOS

 

94,666,12

 

(39,818,75

)

54,847,37

 

INVENTARIO

 

15.08.1997

 

MOTOR WEG 280M 150 CV.1785 RPM

 

5,716,85

 

(2,336,68

)

3,380,17

 

INVENTARIO

 

31.10.1997

 

VR AQUISICOES NO MES CFE. LIVRO ENTRADAS DE MERCA

 

1,685,98

 

(672,99

)

1,012,99

 

INVENTARIO

 

30.09.1997

 

VR. REF. A FRETE BR, 205467 ACF ALC 35L

 

11,869,14

 

(4,737,59

)

7,131,55

 

INVENTARIO

 

21.05.1990

 

PRESTACAO DE SERVICOS DE MAO-OBRA ESPECIALIZADA MO

 

52,767,32

 

(40,103,14

)

12,664,18

 

INVENTARIO

 

31.10.1997

 

VR REF AQUISICOES NO MES

 

2,000,00

 

(798,50

)

1,201,50

 

INVENTARIO

 

29.12.1976

 

BOMBA, WORTHINGTON. 1.1/2CNF-52

 

183,52

 

(163,52

)

—

 

INVENTARIO

 

31.03.1991

 

COMPLEMENTO

 

260,65

 

(246,91

)

13,74

 

INVENTARIO

 

31.03.1971

 

ROLO DE PRESSAO DA 3. PRENSA SUPERIOR C/ CAMISA CI

 

3,121,15

 

(3,121,15

)

—

 

INVENTARIO

 

26.09.2003

 

MAT NAO ATIVAVEIS EM ROLO DE PRESSAO DA 3 PRENSA

 

22,865,93

 

(3,683,57

)

19,182,36

 

INVENTARIO

 

30.06.1989

 

FRETE DE EMPR PARTEZANE TRANSP LTDA

 

19,924,82

 

(19,924,82

)

—

 

INVENTARIO

 

30.06.1989

 

LAMINA EM UHMW 1900/87. LIMITADOR DE FOR MATO UHMW

 

4,057,29

 

(4,057,29

)

—

 

INVENTARIO

 

30.04.1989

 

COROA E SEM FIM

 

13,230,20

 

(13,230,20

)

—

 

INVENTARIO

 

29.02.1992

 

ASPIRADOR DE PO INDUSTRIAL

 

1,790,89

 

(1,556,17

)

234,73

 

INVENTARIO

 

16.12.1998

 

MULTIMETRO DIGITAL, FLUKE, 89IV, 1000V, CAT III -

 

1,298,00

 

(400,70

)

897,30

 

INVENTARIO

 

10.07.1980

 

CONVERSOR DO CONTROLE E REGISTRO DE FLUXO DE CAULI

 

183,69

 

(183,69

)

—

 

INVENTARIO

 

10.07.1980

 

CONVERSOR ECIL RTD, PT100, MOD.52523101, NS. T610/

 

322,07

 

(322,07

)

—

 

INVENTARIO

 

23.01.2001

 

TACOMETRO DIGITAL DE CONTATO, MCA SHIMPO, MODELO D

 

1,052,58

 

(285,16

)

767,42

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040. CFF

 

233,16

 

(233,16

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia. 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040. CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

 


 

 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciacāo ac.

 

Valor contabil

 

STATUS

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

30.07.1979

 

Rolo Guia, 321x5040, CFF

 

204,02

 

(204,02

)

—

 

INVENTARIO

 

26.09.2003

 

MATERIALS NAO ATIVAVEIS EM ROLO GUIA

 

16,901,33

 

(2,722,70

)

14,178,63

 

INVENTARIO

 

28.02.1979

 

Rolo Guia, 321 x 5326, GM

 

1,631,76

 

(1,631,76

)

—

 

INVENTARIO

 

30.07.1981

 

Rolo Guia, 321x5040, CFF

 

557,02

 

(557,02

)

—

 

INVENTARIO

 

31.12.1976

 

CAIXA DE MUDANCA DE VELOCIDADE B.G.G.

 

224,69

 

(224,69

)

—

 

INVENTARIO

 

30.06.1989

 

REQUISICAO MATERIAL SET/88

 

14,739,03

 

(14,739,03

)

—

 

INVENTARIO

 

26.06.1996

 

ROLO GUIA FELTRO TIPO G, H, I, DIAM, EXTERNO 320.6

 

36,635,94

 

(16,852,55

)

19,783,39

 

INVENTARIO

 

10.10.1996

 

TRANSMISSOR ROSEMOUNT 3044CAIB4

 

3,945,43

 

(1,834,95

)

2,110,48

 

INVENTARIO

 

31.03.1971

 

SERVIÇOS PARA REVISÃO GERAL BOMBA DE VACUO VOITH

 

32,505,44

 

(3,142,20

)

29,363,24

 

INVENTARIO

 

18.09.1986

 

MODIFICAR BOMBA DE VACUO BE VOITH

 

20,880,00

 

(1,461,60

)

19,418,40

 

INVENTARIO

 

08.02.1961

 

BOMBA, KSB MOD. WK 40/4 NS OP 445025

 

198,28

 

(198,28

)

—

 

INVENTARIO

 

30.06.1972

 

REDUTOR. 8.12 :1, D31HX. SAUER

 

4,660,97

 

(4,660,97

)

—

 

INVENTARIO

 

11.09.1982

 

REDUTOR, 7.66:1. S24. SAUER

 

3,703,90

 

(3,703,90

)

—

 

INVENTARIO

 

30.06.1971

 

BOMBA, WORTHINGTON. 21/2 CNE-72

 

5,227,91

 

(5,227,91

)

—

 

INVENTARIO

 

31.12.1978

 

BOMBA, WORTHINGTON. 6CNE-104

 

936,16

 

(936,16

)

—

 

INVENTARIO

 

31.03.1971

 

BOMBA, CFF, 6HMSS

 

89,21

 

(89,21

)

—

 

INVENTARIO

 

25.10.1986

 

BOMBA, WORTHINGTON. 6LN-18

 

736,33

 

(736,33

)

—

 

INVENTARIO

 

31.08.1959

 

MOTOR. 50 XX. 0 X. 000 X, XX

 

836,17

 

(836,17

)

—

 

INVENTARIO

 

26.11.1980

 

MOTOR GE MOD 47.5712.105 NS. LS 84090 HP 40 POL 2

 

671,92

 

(671,92

)

—

 

INVENTARIO

 

31.12.1984

 

MOTOR TRI B3D 440V 10. DCV 284U 6P GE

 

3,744,12

 

(2,835,62

)

908,50

 

INVENTARIO

 

31.03.1971

 

CAIXA DE VACUO

 

9,271,50

 

(710,82

)

8,560,68

 

INVENTARIO

 

30.05.1984

 

MOTOR, 7.5 HP, 4 P, 254U. GE

 

4,896,83

 

(4,390,22

)

506,61

 

INVENTARIO

 

04.01.1985

 

MOTOR, 1.5 CV, 2 P, 182. GE

 

98,26

 

(69,09

)

29,17

 

INVENTARIO

 

01.08.1976

 

MOTOR, 200 HP, 6 P. R13 2, RELIANCE

 

27,51

 

(127,51

)

—

 

INVENTARIO

 

30.11.1989

 

MOTOR, 1 HP, 6 P, 90S. WEG

 

63,24

 

(49,10

)

14,14

 

INVENTARIO

 

31.01.1973

 

MOTOR, 60 HP. 6 P. 444U. GE

 

1,748,74

 

(1,748,74

)

—

 

INVENTARIO

 

31.12.1976

 

BOMBA, SULZER, WS VII - 350

 

936,16

 

(936,16

)

—

 

INVENTARIO

 

31.01.1956

 

XXXXX, XXX XXXX 0 XXXX XXXXX 0000 -L/MIN, ALTURA

 

1,681,82

 

(1,681,82

)

—

 

INVENTARIO

 

01.08.1976

 

REFINADOR. TP1E DISCOS DJPLOS, VOITH

 

960,07

 

(960,07

)

—

 

INVENTARIO

 

26.07.1968

 

MOTOR, 60 CV.6 X.000X.XX

 

607,30

 

(607,30

)

—

 

INVENTARIO

 

30.06.1972

 

REDUTOR. 6.20 : 1, NH12. DAVID BROWN

 

813,47

 

(813,47

)

—

 

INVENTARIO

 

27.05.1987

 

MOTOR PARA ACIONAMENTO DA ENROLADEIRA FABR RELIANC

 

6,566,54

 

(6,566,54

)

—

 

INVENTARIO

 

30.01.1983

 

BOMBA CFF MOD. 8HMSS NS P-13098 VAZAO 7520 L/MlN

 

6,045,96

 

(6,045,96

)

—

 

INVENTARIO

 

30.12.1977

 

TRANSDUTOR FOXBORO MOD -E 69P-TI9V-JRS NS-45400027

 

989,82

 

(989,82

)

—

 

INVENTARIO

 

 


 

Dt.incorp:

 

Denominacão do imobilizado

 

ValAquis.

 

Depreciaçâo ac.

 

Valor contábil

 

STATUS

 

30.06.1978

 

CONTROLADOR PNEUMATICO DO CONTROLE DE NIVEL DO TAN

 

570,28

 

(570,28

)

—

 

INVENTARIO

 

05.11.1986

 

CONVERSOR DE SINAL CONAUT MOD. 473 NS. 8711-424 AL

 

150,58

 

(72,08

)

78,50

 

INVENTARIO

 

31.10.1990

 

MEDIDOR DE VAZAO CONAUT MOD. 460 NS. 8609-1871 NI

 

7,839,44

 

(4,691,69

)

3,147,75

 

INVENTARIO

 

23.07.1980

 

VALVULA CONTROLE. HELIX. P21 - 1011-1

 

836,59

 

(836,59

)

—

 

INVENTARIO

 

30.06.1972

 

DISJUNTOR, 2000 A. OTOMAX P3C. SACE

 

43,97

 

(43,97

)

—

 

INVENTARIO

 

31.12.1989

 

BOMBA DE VACUO CL 4001 P/CONDICIONAMENTO DE FELTRO

 

37,759,55

 

(37,759,55

)

—

 

INVENTARIO

 

31.03.1971

 

BOMBA. OMEL. UND-AA

 

168,15

 

(168,15

)

—

 

INVENTARIO

 

31.10.1985

 

VALVULA CONTROLE.#,#

 

3,604,65

 

(3,604,65

)

—

 

INVENTARIO

 

24.05.1976

 

MOTOR B3D 440V 7,50OV 112M 4P

 

60,25

 

(60,25

)

—

 

INVENTARIO

 

28.02.1990

 

XXXXX, XXXXXXXX. 0000XX

 

3,324,02

 

(3,324,02

)

—

 

INVENTARIO

 

31.03.1971

 

REDUTOR, 25.51:1. 45/25 RHVP. GRANT

 

1,784,23

 

(1,784,23

)

—

 

INVENTARIO

 

21.03.1986

 

EXAUSTOR GE

 

325,55

 

(325,55

)

—

 

INVENTARIO

 

31.03.1971

 

BOMBA, CFF, 8HMSS

 

1,011,06

 

(1,011,06

)

—

 

INVENTARIO

 

28.02.1979

 

AGITADOR C/SUPORTE CONICO P/ TANQUE REFUGO III.

 

11,19

 

(11,19

)

—

 

INVENTARIO

 

31.01.1973

 

MOTOR, 60 HP, 4 P. 365L, GE

 

1,590,97

 

(1,590,97

)

—

 

INVENTARIO

 

27.09.1973

 

AGITADOR C/SUPORTE CONICO P/O TANQLUE DA MAQUINA DI

 

398,89

 

(396,89

)

—

 

INVENTARIO

 

31.07.1991

 

DEPURADOR PRESSURIZADO 2” ESTAGIO BELOIT

 

504,225,26

 

(242,174,29

)

262,050,97

 

INVENTARIO

 

01.08.1976

 

MOTOR, 100 HP, 4 P, 444U, GE

 

398,25

 

(398,25

)

—

 

INVENTARIO

 

31.03.1971

 

REDUTOR, 7.7:1, D-46. SAUER

 

5,233,73

 

(5,233,73

)

—

 

INVENTARIO

 

29.09.1981

 

AGITADOR, CFF, NY 4039

 

861,06

 

(861,06

)

—

 

INVENTARIO

 

04.05.1983

 

MOTOR,##,##,##,##

 

1,721,61

 

(1,721,61

)

—

 

INVENTARIO

 

28.02.1990

 

MOTOR, 60 CV. 4 P. 225S/M, WEG

 

1,283,73

 

(1,283,73

)

—

 

INVENTARIO

 

09.04.2003

 

PRESTACAO DE SERVICOS PARA INSTALACAO DE BOMBA

 

1,301,72

 

(138,85

)

1,162,87

 

INVENTARIO

 

17.07.1986

 

AGITADOR. NY4042. CIA FEDERAL FUNDICAO

 

9,497,95

 

(9,236,47

)

261,48

 

INVENTARIO

 

30.06.1971

 

BOMBA, CFF. 6HMSS

 

4,118,65

 

(4,118,65

)

—

 

INVENTARIO

 

27.10.1983

 

MOTOR, 40 CV.6P,404U, GE

 

664,08

 

(684,08

)

—

 

INVENTARIO

 

31.03.1971

 

BOMBA, NASH, CL-4002

 

2,411,99

 

(2,411,99

)

—

 

INVENTARIO

 

31.03.1971

 

BOMBA. NASH, CL-4002

 

4,446,60

 

(4,446,50

)

—

 

INVENTARIO

 

31.03.1971

 

CONTROLADOR PNEUMATICO DO CONTROLE DE NIVEL DO TA

 

1,367,91

 

(1,367,91

)

—

 

INVENTARIO

 

30.06.1971

 

AGITAD, HORIZONTAL. CIA FEDERAL FUNDICAO

 

3,698,72

 

(3,698,72

)

—

 

INVENTARIO

 

31.10.1985

 

UNIDADE HIDRAULICA.##,##

 

231,01

 

(231,01

)

—

 

INVENTARIO

 

31.03.1971

 

AGITADOR. XX 0000, CIA FEDERAL FUNDICAO

 

1,665,28

 

(1,665,28

)

—

 

INVENTARIO

 

18.07.1979

 

PULPER, K2000, IKEMORI

 

2,746,13

 

(2,746,13

)

—

 

INVENTARIO

 

30.11.1988

 

BOMBA DOSAGEM DE POLYMIN DO TANQUE ALIMENTACAO PAR

 

1,258,22

 

(1,258,22

)

—

 

INVENTARIO

 

24.03.1964

 

MOTOR GE. 2 HP, MOD-K/25.5743.405, NS-CU 11906. TI

 

57,85

 

(57,85

)

—

 

INVENTARIO

 

20.01.1967

 

REDUTOR, 9.87 :1, RHVP 23/10, GRANT

 

448,00

 

(448,00

)

—

 

INVENTARIO

 

23.01.1961

 

MOTOREDUTOR. XXX 000 XX 000, XX

 

80,89

 

(80,89

)

—

 

INVENTARIO

 

31.05.1992

 

REATOR CONTINUO R-20 C/EIXO E SISTEMA DEATIVACAO D

 

11,980,68

 

(10,204,60

)

1,776,06

 

INVENTARIO

 

02.05.1977

 

MOTOR, 1,5 HP.2 P, 182. GE

 

15,84

 

(15,84

)

—

 

INVENTARIO

 

31.01.1990

 

MOTOR, 7.5 CV, 4 P. 256M, GE

 

1,725,88

 

(1,725,88

)

—

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação ao imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contãbil

 

STATUS

 

31.01.1973

 

MOTOR TECMAG 7.50 CV / 1170 RPM

 

106,78

 

(106,78

)

—

 

INVENTARIO

 

22.11.1991

 

TANQUE CONSTRUIDO EM FIBRA VIDRO P/ALVEJANTE OPTIC

 

317,515,19

 

(226,782,06

)

90,733,13

 

INVENTARIO

 

25.03.1980

 

MOTOR PARA BOMBA DO TANQUE DE ARMAZENAGEM DE COLA

 

288,02

 

(288,02

)

—

 

INVENTARIO

 

31.01.1973

 

BOMBA, XXXXXXXXXXX, 0XXX-00

 

1,006,40

 

(626,31

)

380,09

 

INVENTARIO

 

31.01.1990

 

XXXXX, XXXXXXX, 0XX00X

 

2,973,38

 

(2,973,38

)

—

 

INVENTARIO

 

28.02.1979

 

MOTOR P/BOMBA DO TANQUE DE PREPARACAO DE AMIDO PAR

 

9,16

 

(9,16

)

—

 

INVENTARIO

 

30.11.1988

 

REDUTOR, 57.44 : 1, RDF80DZ90L4, SEW

 

687,67

 

(687,67

)

—

 

INVENTARIO

 

31.01.1973

 

MOTO REDUTOR P/AGITADOR DO TANQUE DILUICAO DE AMID

 

342,76

 

(342,76

)

—

 

INVENTARIO

 

30.06.1973

 

BOMBA, SULZER, P-60

 

910,71

 

(910,71

)

—

 

INVENTARIO

 

31.03.1971

 

AGITADOR, PALHETA, SIMAO

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

31.03.1971

 

AGITADOR, PALHETA, SIMAO

 

956,62

 

(956,62

)

—

 

INVENTARIO

 

31.03.1971

 

AGITADOR PARA O TANQUE DE ARMAZENAGEM DE COLA - FA

 

845,80

 

(845,80

)

—

 

INVENTARIO

 

30.11.1989

 

MOTOR DO PRE REFINADOR MARCA GE 300 HP 220/380/440

 

17,739,09

 

(17,739,09

)

—

 

INVENTARIO

 

30.09.1990

 

PRE - REFINADOR, 2 E, VOITH

 

36,879,65

 

(35,551,32

)

1,328,33

 

INVENTARIO

 

18.01.1972

 

MEDIDOR VAZAO, FOXBORO, 1894SDCB BH

 

178,73

 

(178,73

)

—

 

INVENTARIO

 

01.08.1976

 

VALVU XXXXX XxXXX 000X XXXXX 0* - XX0000

 

1,794,78

 

(1,794,78

)

—

 

INVENTARIO

 

31.03.1971

 

MEDIDOR ACTRON MOD, DL11BN-R1

 

2,511,12

 

(2,511,12

)

—

 

INVENTARIO

 

02.09.1988

 

FILTRO RETRO LAVAGEM AUTOMATICA P/CAULIN FAB.WITTL

 

22,291,40

 

(22,291,40

)

—

 

INVENTARIO

 

31.05.1984

 

ATENUADOR PNEUMATICO, BELOIT - RAUMA

 

3,604,00

 

(3,604,00

)

—

 

INVENTARIO

 

06.07.1972

 

MOTOR,##,##,##,##

 

958,23

 

(958,23

)

—

 

INVENTARIO

 

30.11.1989

 

BOMBA, KSB, WL40/6

 

3,221,04

 

(3,221,04

)

—

 

INVENTARIO

 

30.06.1972

 

REDUTOR, 4.053: 1,2080Y1K-4.0, FALK

 

373,76

 

(373,76

)

—

 

INVENTARIO

 

30.09.1990

 

REDUTOR, 6.66 : 1, KA025HW, VOITH

 

39,315,71

 

(27,395,21

)

11,920,50

 

INVENTARIO

 

30.06.1972

 

REDUTOR P/ACIONAMENTO DA 3 PRENSA SUPERIOR FABR, D

 

373,76

 

(373,76

)

—

 

INVENTARIO

 

29.09.2003

 

MATERIAL NAO ATIVAVEL PARA REDUTOR P/ACIONAMENTO

 

9,478,71

 

(1,526,97

)

7,951,74

 

INVENTARIO

 

30.09.1990

 

REDUTOR, 7,202: 1, B025HW, VOITH

 

39,315,72

 

(37,662,35

)

1,653,37

 

INVENTARIO

 

02.03.1957

 

MOTOR CC B3T 500VCC 122CV R10’4 4P RELIA

 

395,34

 

(395,34

)

—

 

INVENTARIO

 

30.09.1990

 

REDUTOR, 7,202 : 1, B025HW, VOlTH

 

39,315,71

 

(38,579,71

)

736,00

 

INVENTARIO

 

30.09.1990

 

REDUTOR VOITH MOD.B025 HW NS-79364/003/1989 RELACA

 

39,315,71

 

(16,304,55

)

23,011,16

 

INVENTARIO

 

30.06.1972

 

REDUTO 930: 1, HELICON MK4, DAVlD BROWN

 

395,74

 

(395,74

)

—

 

INVENTARIO

 

30.09.1990

 

REDUTOR PARA ACIONAMENTO DA 6 BATERIA DE SECADORE

 

39,315,72

 

(38,579,72

)

736,00

 

INVENTARIO

 

30.04.1990

 

MOTOR RELIANCE, MOD. GB 3.000, 7 HP.

 

948,70

 

(786,84

)

161,86

 

INVENTARIO

 

30.09.1990

 

REDUTOR, 7,202: 1, B025HW, VOITH

 

39,315,71

 

(38,579,71

)

736,00

 

INVENTARIO

 

30.04.1990

 

MOTOR 236 HP, 4 P, 1GH5404-5NC40, SIEMEN

 

48,464,49

 

(48,464,49

)

—

 

INVENTARIO

 

30.04.1990

 

MOTOR, 300 HP, 4 P, B508ATZ , RELIANCE

 

40,658,55

 

(40,658,55

)

—

 

INVENTARIO

 

31.06.1990

 

VENTILADOR, 202 M3/MIN., CL60T3, ZAULI

 

22,786,37

 

(22,786,37

)

—

 

INVENTARIO

 

14.03.1967

 

MOTOR, 300 HP, 4 P, B508ATZ, RELIANCE

 

5,156,17

 

(5,156,17

)

—

 

INVENTARIO

 

31.03.1971

 

MESA DE COMANDO N” 5 4” BATERIA

 

0,20

 

(0,20

)

—

 

INVENTARIO

 

31.03.1971

 

PONTE ROLANTE II, CAPAC. 20 T, DOTADA DE 2 CARROS,

 

4,953,70

 

(4,953,70

)

—

 

INVENTARIO

 

31.03.1971

 

PERESTACAO SERVICO NA PONTE

 

8,036,17

 

(803,64

)

7,232,53

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contābil

 

STATUS

 

31.03.1971

 

PONTE ROLANTE II, CAPAC, 20 T. DOTADA DE 2 CARROS,

 

308,67

 

(30,88

)

277,79

 

INVENTARIO

 

29.09.2003

 

MATERIAL NAOA ATIVAVEL NA PONTE ROLANTE

 

12,209,80

 

(1,966,92

)

10,242,88

 

INVENTARIO

 

18.07.1986

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

296,851,15

 

(296,851,15

)

—

 

INVENTARIO

 

26.06.1973

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

1,029,14

 

(1,029,14

)

—

 

INVENTARIO

 

31.03.1971

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

478,31

 

(478,31

)

—

 

INVENTARIO

 

10.10.1995

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

347,649,90

 

(133,845,14

)

213,804,76

 

INVENTARIO

 

21.09.1999

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

59,356,34

 

(13,849,65

)

45,506,69

 

INVENTARIO

 

16.12.1998

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

41,595,31

 

(9,289,58

)

32,305,73

 

INVENTARIO

 

16.07.1986

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

7,224,45

 

(206,40

)

7,018,05

 

INVENTARIO

 

18.07.1986

 

REBOBINADEIRA MARCA BLACK-CLAWSON

 

1,825,82

 

(176,49

)

1,649,33

 

INVENTARIO

 

30.09.1990

 

FREIO, P6120231-1B, VOITH

 

15,251,44

 

(14,965,81

)

285,63

 

INVENTARIO

 

30.06.1972

 

ENROLADEIRA BLACK-CLOWSON AUTO FLYT 36 POL COMPOST

 

1,165,24

 

(1,165,24

)

—

 

INVENTARIO

 

31.05.1992

 

ACOPLAMENTOS DENTADOS PARA ENROLADEIRA BLACK-CLOW

 

25,440,84

 

(19,954,31

)

5,486,53

 

INVENTARIO

 

31.05.1992

 

6 ACOPLAMENTOS DENTADOS P/ENROLADEIRA

 

40,991,68

 

(32,151,90

)

8,839,78

 

INVENTARIO

 

31.05.1990

 

MOTOR, 25 HP, 2 P,##, WEG

 

18,231,40

 

(17,013,75

)

1,217,65

 

INVENTARIO

 

28.02.1991

 

XXXXXXXXXX, 0000, XXX.00, X0, XXXXX

 

16,795,26

 

(16,795,26

)

—

 

INVENTARIO

 

23.01.2001

 

VENTILADOR ZAULI CHO.55.T1

 

10,230,00

 

(5,416,22

)

4,813,78

 

INVENTARIO

 

30.06.1991

 

PORTA LAMINA DST EM AISI 316 COM L 4720MM PARA CIL

 

9,277,40

 

(8,651,33

)

626,07

 

INVENTARIO

 

21.11.2000

 

SERV MONTAGEM DE UNlÃO ROTATIVA P/CILINDRO SECADO

 

4,392,68

 

(2,342,74

)

2,049,94

 

INVENTARIO

 

28.02.1990

 

CILINDRO RESFRIADOR PAPEL N, 45 FABRICACAO EM FE

 

20,337,19

 

(18,317,99

)

2,019,20

 

INVENTARIO

 

31.10.1991

 

COMPLEMENTO DO CILINDRO SECADOR

 

409,13

 

(384,90

)

24,23

 

INVENTARIO

 

31.01.1994

 

SISTEMA DE REFRIGERACAO PARA CILINDRO RESFRIADOR

 

4,328,55

 

(3,289,73

)

1,038,82

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 32

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 34, 1524 X 5906 MM, CFF

 

1,674,08

 

(1,674,08

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 34

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

REDUTOR CROFTS 22 RED. 60:1

 

2,081,60

 

(2,081,60

)

—

 

INVENTARIO

 

31.03.1971

 

REDUTOR CROFTS 22 RED. 60:1

 

416,32

 

(416,32

)

—

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 38, 1524 X 5906 MM, CFF

 

597,89

 

(597,89

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 38

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 40, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 40

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N°42, 1524 X 5906 MM. CFF

 

1,076,19

 

(1,076,19

)

—

 

INVENTARIO

 

21.11.2000

 

CILIND SECADO N°42, 1524 X 5906 MM. CFF

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N°43, 1524 X 5906 MM. CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 43

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

26.09.2003

 

XXXXX.XX SERV. NO CILINDRO SECADO N°43

 

83,263,56

 

(7,493,74

)

75,769,82

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 41

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 39, 1524 X 5906 MM, CFF

 

597,89

 

(597,89

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 39

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILINDRO SECADOR, 1524 MM X 5906 MM, CFF

 

1,315,35

 

(1,315,35

)

—

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

21.11.2000

 

CILINDRO SECADOR Nº 37

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILINDRO SECADOR. 1624 MM X 5906 MM. CFF

 

3,587,31

 

(3,587,31

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 35

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 33

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

ROLO GUIA, 400 MM X 4780 MM, VOITH

 

3,642,05

 

(3,642,05

)

—

 

INVENTARIO

 

15.08.2001

 

ROLO GUIA, 400 MM X 4780 MM. VOITH

 

100,000,00

 

(15,666,63

)

84,333,37

 

INVENTARIO

 

31.03.1971

 

ROL GUIA 321 MM X 5326 MM. CIA FEDE FUND

 

956,62

 

(956,62

)

—

 

INVENTARIO

 

31.03.1971

 

ROLO GUIA, ##, ##, ##

 

1,793,66

 

(1,793,66

)

—

 

INVENTARIO

 

31.03.1971

 

ROL GUIA 321 MM X 5040 MM, CIA FEDE FUND

 

1,913,23

 

(1,913,23

)

—

 

INVENTARIO

 

31.03.1971

 

ROLO ESQ, 321 X 5544 MM. CFF

 

1,554,50

 

(1,554,50

)

—

 

INVENTARIO

 

26.11.1998

 

ROLO GUIA SECADOR

 

4,434,79

 

(1,019,92

)

3,414,87

 

INVENTARIO

 

31.03.1971

 

ROL GUIA 321 MM X 5326 MM, CIA FEDE FUND

 

1,195,77

 

(l,195,77

)

—

 

INVENTARIO

 

30.09.1990

 

ROLO GUIA PAPEL, 375 MM X 5720 MM, VOITH

 

29,560,49

 

(25,168,93

)

4,391,56

 

INVENTARIO

 

30.09.1990

 

ROLO GUIA, 400 MM X 4780 MM, VOITH

 

29,560,49

 

(20,702,25

)

8,858,24

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO Nº 30, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 30

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 28, 1524 X 5906 MM, CFF

 

717,46

 

(717,46

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 28

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO Nº 26. 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 26

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N* 24. 1524 X 5906 MM, CFF

 

478,31

 

(478,31

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 24

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.10.1985

 

ROLO, 863 MM X 6502 MM, ClA FEDER FUNDIC

 

5,732,90

 

(5,732,90

)

—

 

INVENTARIO

 

31.07.1992

 

Rolo. 863 mm x 6502 mm, CIA FEDERAL FUNDICAO

 

7,696,55

 

(5,908,79

)

1,787,76

 

INVENTARIO

 

31.12.1992

 

Rolo. 863 mm x 6502 mm, CIA FEDERAL FUNDICAO

 

452,56

 

(328,64

)

123,92

 

INVENTARIO

 

30.09.1990

 

ROLO SIZE FIXA, 1200X 5680 MM , VOITH

 

174,941,64

 

(162,445,84

)

12,495,80

 

INVENTARIO

 

31.03.1971

 

REGISTRADOR PNEUMATlCO DO CONTROLE DE CONSISTENCIA

 

239,15

 

(239,15

)

—

 

INVENTARIO

 

31.03.1971

 

ROLO ESTICADOR N.6 DA TELA DOS SECADORES FABR.EM A

 

3,642,05

 

(3,642,05

)

—

 

INVENTARIO

 

21.11.2000

 

SERV MONTAGEM DE UNIÃO ROTATIVA P/ CILINDRO SECADO

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

ROL GUIA 352 MM X 5250 MM, CIA FEDE FUND

 

1,315,35

 

(1,315,35

)

—

 

INVENTARIO

 

30.06.1979

 

ROLO GUIA P9 DAS PRENSAS

 

2,168,00

 

(2,168,00

)

—

 

INVENTARIO

 

31.01.1973

 

QUEBRADOR DE FOLHA P/ BATERIA SECADORES COM DISPOS

 

112,915,66

 

(112,915,66

)

—

 

INVENTARIO

 

21.11.2000

 

SERV MONTAGEM DE UNIÃO ROTATIVA P/ GILINDRO SECADO

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

VENTILADOR, ##, MARELLI

 

1,793,66

 

(1,793,66

)

—

 

INVENTARIO

 

02.03.1978

 

VENTILADOR, ##, MARELLI

 

241,82

 

(241,82

)

—

 

INVENTARIO

 

23.01.1976

 

EXAUSTOR DA MAQ.9 MARCA MARELLI TIPO VA 21/63 - NU

 

39,89

 

(39,89

)

—

 

INVENTARIO

 

31.03.1971

 

ROL GUIA 321 MM X 5326 MM, CIA FEDE FUND

 

1,076,19

 

(1,076,19

)

—

 

INVENTARIO

 

31.03.1971

 

CILINDRO SECADOR Nº 12

 

2,869,85

 

(2,869,85

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 12

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

20.06.2001

 

CILINDRO SECADOR Nº 12

 

13,776,00

 

(2,433,76

)

11,342,24

 

INVENTARIO

 

 


 

Dt.incorp.

 

Denominação do imobilizado

 

ValAquis.

 

Depreciação ac.

 

Valor contábil

 

STATUS

 

15.08.2001

 

CILINDRO SECADOR Nº 12

 

6,888,00

 

(1,079,12

)

5,808,88

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 14, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 14

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILINDRO SECADOR, 1524 MM X 5906 MM, CFF

 

717,46

 

(717,46

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 15

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 13, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 13

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO N° 16, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR N° 16

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CIUND SECADO Nº 11, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 11

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

20.06.2001

 

CILINDRO SECADOR Nº 11

 

13,776,00

 

(2,433,76

)

11,342,24

 

INVENTARIO

 

15.08.2001

 

CILINDRO SECADOR Nº 11

 

6,888,00

 

(1,079,12

)

5,808,88

 

INVENTARIO

 

31.03.1971

 

CILIN SECAD Nº 9, 1524 MM X 5906 MM, CFF

 

1,076,19

 

(1,076,19

)

—

 

INVENTARIO

 

21.11.2000

 

CILINDRO SECADOR Nº 9

 

4,392,68

 

(878,49

)

3,514,19

 

INVENTARIO

 

31.03.1971

 

CILIND SECADO Nº 10, 1524 X 5906 MM, CFF

 

837,04

 

(837,04

)

—

 

INVENTARIO

 

30.04.1991

 

CILINDRO SECADOR Nº 10

 

36,571,29

 

(32,951,02

)

3,620,27

 

INVENTARIO

 

21.11.2000

 

AutoNDA by SimpleDocs

Document Metadata

Filed: January 27th, 2011
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!