SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among VOTORANTIM CELULOSE E PAPEL S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2009Deposit Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
EXCHANGE AGREEMENT between VOTORANTIM CELULOSE E PAPEL S.A. and INTERNATIONAL PAPER INVESTMENTS (HOLLAND) B.V. on September 19, 2006Exchange Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • 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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
WHEREAS on January 19, 2009, Votorantim Celulose e Papel S.A., a publicly-held corporation, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21 (“VCP”) entered into with the Lorentzen, Moreira Salles and Almeida Braga Families (“Families”) a share purchase agreement (“Families Sales Agreement”) for acquisition of all shares issued by Arapar S.A., a closely-held corporation, with its principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Augusto Severo, 8 – 7th floor, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 29.282.803/0001-68 (“Arapar”) and all the shares issued by São Teofilo Representação e Participações S.A., a closely-held corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Eusébio Matoso, 891 – 22nd floor, enrolled with the National Corporate Taxpayers Register
INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
WHEREAS VCP, through its wholly-owned subsidiary Newark Financial Inc., a company existing according to the laws of the British Virgin Islands, is the indirect owner of one hundred and twenty-seven million, five hundred and six thousand, four hundred and fifty-seven (127,506,457) common shares issued by ARACRUZ CELULOSE S.A., a publicly-held company with its principal place of business in the City of Aracruz, State of Espírito Santo, at Barra do Riacho, no number, km 25, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 42.157.511/0001-61 (“ARACRUZ”), representing approximately twenty-eight point zero three percent (28.03%) of the voting capital of ARACRUZ;
SHAREHOLDERS AGREEMENT OF VOTORANTIM CELULOSE E PAPEL S.A.Investment Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
BNDESPAR and VID are hereinafter referred to jointly as “Parties” or “Shareholders”, and individually and indistinctly as a “Party” or a “Shareholder”,
STRATEGIC BUSINESS AGREEMENT between OJI PAPER CO., LTD. and VOTORANTIM CELULOSE E PAPEL S.A.Strategic Business Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
This STRATEGIC BUSINESS AGREEMENT (the “Agreement”) is made as of August 6, 2007 by and between OJI PAPER CO., LTD., a Japanese corporation having its registered office at 7-5, Ginza 4-Chome, Chuo-ku, Tokyo, 104-0061, Japan (“Oji”) and VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation having its registered office at Alameda Santos, 1357, 6th floor, Cerqueira Cesar, 01419-908, Sao Paulo, SP, Brazil, registered at CNPJ under No 60.643.228-0001-21 (“VCP”)
QUOTA PURCHASE AND SALE AGREEMENT Between PROTISA DO BRASIL LTDA. as PURCHASER - and - ARACRUZ CELULOSE S.A. as SELLER dated as of October 7, 2009Quota Purchase and Sale Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
This quota purchase and sale agreement (the “Agreement”) is entered into by and between the parties below (individually referred to herein as “Party” and, jointly, as “Parties”):
EXPORT PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN dated as of May 13, 2009 among ARACRUZ TRADING INTERNATIONAL LTD., as the Borrower, ARACRUZ CELULOSE S.A. ALICIA PAPÉIS S.A. ARACRUZ CELULOSE (USA), INC., as the Guarantors, THE LENDERS DEFINED...Export Prepayment Facility Agreement and Secured Loan • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills • New York
EXPORT PREPAYMENT FACILITY AGREEMENT AND SECURED LOAN, dated as of May 13, 2009 (as it may be amended from time to time, this “Agreement”), among ARACRUZ TRADING INTERNATIONAL LTD., a limited liability company organized under the laws of Hungary (together with its successors, the “Borrower”), ARACRUZ CELULOSE S.A., a corporation organized under the laws of Brazil (“Aracruz Celulose”), ALÍCIA PAPÉIS S.A., a corporation organized under the laws of Brazil (“Alicia”) and ARACRUZ CELULOSE (USA), INC., a corporation organized under the laws of the State of Delaware (“Aracruz Inc. USA,” and together with Aracruz Celulose and Alicia and each of their successors, collectively, the “Initial Guarantors”), each of the Lenders that is a signatory hereto on the signature pages hereto and each other Person that becomes a “Lender” under the terms hereof (each, together with its successors and permitted assigns, a “Lender”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the administrative agent for the Lend
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 28th, 2009 • Votorantim Pulp & Paper Inc • Paper mills
