0001193125-06-196366 Sample Contracts

EXCHANGE AGREEMENT between VOTORANTIM CELULOSE E PAPEL S.A. and INTERNATIONAL PAPER INVESTMENTS (HOLLAND) B.V.
Exchange Agreement • September 25th, 2006 • International Paper Co /New/ • Paper mills

By this EXCHANGE AGREEMENT (this “Agreement”) between, on one side, VOTORANTIM CELULOSE E PAPEL S.A., a company (sociedade por ações) organized under the laws of the Federative Republic of Brazil, with head offices in the City of São Paulo, State of São Paulo, at Al. Santos, 1357, 6th floor, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No. 60.643.228/0001-21, herein represented in accordance with its bylaws (“VCP”), and, on the other side, INTERNATIONAL PAPER INVESTMENTS (HOLLAND) B.V., a company organized under the laws of The Netherlands, with head offices at Rokin 55, 1012 KK, in the city of Amsterdam, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No 05.501.662/0001-69, herein represented in accordance with its corporate documents (“IP”).

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