Free
translation from Portuguese




Exhibit
Number: 4.10





SHARE
PURCHASE AGREEMENT





This
share purchase agreement (“Agreement”), dated
January 19, 2009, is entered into by and between:





(I) The
parties listed and identified in Exhibit
A (hereinafter referred to as “Group A Sellers”);





(II) The
parties listed and identified in Exhibit B (hereinafter
referred to as “Group
B Sellers”);
and





(III) The
parties listed and identified in Exhibit
C (hereinafter referred to as “Buyer”).





Group A
Sellers and Group B Sellers are jointly referred to as “Sellers”.





And also,
as intervening party,





(IV) The
parties listed and identified in Exhibit
D (hereinafter referred to as “Intervening
Party”).





Buyer,
Sellers and Intervening Party shall be jointly referred to as “Parties” or “Party”, as the
context may require.





INITIAL
CONSIDERATIONS





(a)
WHEREAS Group A Sellers are the lawful owners of one billion, one hundred and
fifty-five million, four hundred and fifty-four thousand and forty-seven
(1,155,454,047) shares issued by Arapar S.A., a 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 and its articles of incorporation
registered with the Commercial Registry of the State of Rio de Janeiro under
NIRE No. 33.3.0026230-0 (“Arapar”), of which
eight hundred and ninety-three million, eight hundred and forty-two thousand and
nine hundred and sixty-three (893,842,963) are common shares and two hundred and
sixty-one million, six hundred and eleven thousand and eighty four (261,611,084)
are preferred shares (“Arapar
Shares”);





(b)
WHEREAS Group B Sellers are the lawful owners of one hundred and thirty million,
four hundred and twelve thousand and five hundred (130,412,500) shares issued by
São Teófilo Representação e Participações S.A., a 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 of the Ministry of Finance under CNPJ/MF No. 03.214.652/0001-17 and its
articles of incorporation registered with the Commercial Registry of the State
of São Paulo under NIRE No. 35.300.325.516 (“São Teófilo”), of
which sixty-five million, nine hundred and three thousand and six hundred and
fifty-six (65,903,656) are common shares and sixty four million, five hundred
and eight thousand, eight hundred and forty-four (64,508,844) are preferred
shares (“São Teófilo Shares”);








(c)
WHEREAS Arapar and São Teófilo are jointly the lawful owners of one hundred and
twenty-seven million, five hundred and six thousand, four hundred and
fifty-seven (127,506,457) common registered shares, with no par value,
representing approximately twenty-eight percent (28%) of the voting capital
stock of Aracruz Celulose S.A., a corporation with its principal place of
business in the City of Aracruz, State of Espírito Santo, at Aracruz
Highway/Barra do Riacho, km 25, no number, enrolled with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No.
42.157.511/0001-61 (“Company”) (“Company’s Shares”);
;





(d)
WHEREAS the only and exclusive business of Arapar and São Teófilo is to hold the
Company’s Shares;





(e)
WHEREAS Group A Sellers intend to sell all Arapar’s Shares and Buyer intends to
purchase them;





(f)
WHEREAS Group B Sellers intend to sell all São Teófilo’s Shares and Buyer
intends to purchase them;





(g)
WHEREAS on February 5, 2003, Sodepa Sociedade de Empreendimentos, Publicidade e
Participações S.A., subsequently succeeded by Arainvest Participações S.A.
(“Arainvest”) and Arapar S.A., entered into a Shareholders Agreement regarding
the Company, with the adhesion of São Teófilo on August 1, 2008 ("Shareholders
Agreement"); and





(h)
WHEREAS the carrying out of such purchase and sale is conditioned upon
compliance with all requirements and obligations to permit the indirect sale and
transfer of the Company’s Shares to Buyer as established in the Shareholders
Agreement.





The
Parties RESOLVE to enter into the Agreement, which shall be governed by the
following terms and conditions:





I
– PURCHASE AND SALE; PRICE AND CLOSING; WARRANTIES





1.1.
Pursuant to this Agreement, each of the Sellers, irrevocably and irreversibly,
agrees to sell Arapar’s Shares and São Teófilo’s Shares to Buyer, which agrees
to purchase such Shares by January 21, 2009 (“Closing Date”).





1.2. For
the purchase and sale of Arapar’s Shares and São Teófilo’s Shares, Buyer shall
pay to Sellers the certain and agreed upon price corresponding to R$21.2538 per
each Company’s Share, thus amounting to two billion, seven hundred and ten
million Reais (R$2,710,000,000.00) (“Price”), which shall
be subject to adjustment pursuant to item 1.2.1 below.





1.2.1.
Buyer hereby agrees, in case of a direct or indirect sale, whether full or
partial, in any way or form, of the Shares of the Company or its successor by
Buyer, (i) within one (1) year as from the Closing Date, and (ii) for a share
price exceeding the Price, to pay to Sellers, as adjustment to the Price, the
excess amount received by Buyer, which adjustment shall be paid by Buyer in a
lump sum, in cash, in Brazilian currency, within at most thirty (30) days as
from the sale event (in any way or form) of the Company’s Shares. Such sale does
not apply to a secondary offering held on the stock market through an authorized
financial institution or in case of a direct or indirect sale, whether full or
partial, in any way or form, to the National Bank for Economic and Social
Development – BNDES or a company controlled by it.








1.3. The
Price shall be paid by Buyer to Sellers in six (6) installments, on the dates
established below or on the next business day should any of the dates below fall
in a non-banking day in the Cities of Rio de Janeiro and São Paulo:





(a) five
hundred million Reais (R$500,000,000.00) on the Closing Date;





(b) five
hundred million Reais (R$500,000,000.00) on July 2, 2009;





(c) five
hundred million Reais (R$500,000,000.00) on January 04, 2010;





(d) five
hundred million Reais (R$500,000,000.00) on June 30, 2010;





(e) four
hundred and ten million Reais (R$410,000,000.00) on January 3, 2011;
and





(f) three
hundred million Reais (R$300,000,000.00) on July 1, 2011.





1.3.1.
Buyer’s failure to pay, whether fully or in part, any of the installments of the
Price on the dates and amounts provided for in items 1.3(a) to 1.3(f) above
shall make Buyer to be automatically in default, irrespectively of any notice or
court summons, as regards the installment due and unpaid, and such installment
shall be restated by the reference rate of the Settlement and Custody Special
System for federal notes, accruing monthly and disclosed by the Central Bank of
Brazil (“Selic
Rate”) or any other index that legally replaces such Selic Rate, as from
the date of maturity up to the actual payment.





1.3.2.
Should Buyer’s default as mentioned in item 1.3.1 above persist over ten (10)
days, Sellers may, irrespectively of any notice or court summons, declare all
installments of the Price not yet paid as due in advance and, in such case, the
default installment pursuant to item 1.3.1 above and the installments due in
advance shall be restated by the Selic Rate as from the Closing Date to the
actual payment thereof.





1.3.3.
The Parties hereby agree that should Buyer increase its capital stock in cash
and/or credits after the date hereof up to the maturity date of the second
installment of the Price, Buyer shall be entitled, but shall not be required, to
partially advance the credit to Sellers regarding the second installment of the
Price due to them pursuant to item 1.3(b) above in an amount of one hundred
million Reais (R$100,000,000.00), using such amount to subscribe and pay in, on
behalf of Sellers and in the proportion each one of them is entitled to receive
the Price, a certain number of preferred shares issued by Buyer (“Payment in Registered
Preferred Shares of Buyer”).





1.3.3.1.
Sellers, for the specific purposes of item 1.3.3 above, hereby name and appoint
the Intervening Party as their true and lawful attorney-in-fact, with
irrevocable powers to sign, on behalf of Sellers, any and all documents
necessary to actually make the Payment in Registered Preferred Shares of Buyer,
including, but not limited to, subscription bulletins and list of attendance at
shareholders meetings of Buyer. Buyer and Intervening Party agree that the
Payment in Registered Preferred Shares of Buyer is restricted (i) to the first
capital increase of Buyer made after the date hereof and before the maturity of
the second installment of the Price, fully failing to be valid and effective
should it be not exercised on that occasion, (ii) to the subscription and paying
up of preferred shares of Buyer, and it cannot be used for subscription and
paying up of common shares or any other security issued by Buyer and/or
Intervening Party, (iii) solely and exclusively up to an amount of one hundred
million Reais (R$100,000,000.00) advanced from the second installment of the
Price as provided for in item 1.3(b) above, and no other credit of Sellers
against Buyer and/or Intervening Party may be used for such purpose, (iv) shall
comply with the portion of the Price to which each of Sellers is entitled; and
(v) to the issuance price of such preferred shares issued by Buyer and purchased
through Payment in Registered Preferred Shares of Buyer.








1.3.3.2.
Issuance and delivery of preferred shares to Sellers, by virtue of the Payment
in Registered Preferred Shares of Buyer, shall partially release the second
installment of the Price for an amount of one hundred million Reais
(R$100,000,000.00), which shall remain valid, due and payable in an amount of
four hundred million Reais (R$400,000,000.00), Sellers agreeing to return to
Buyer the Promissory Notes representing such installment against issuance and
delivery by Buyer of new promissory notes on the same terms as the Promissory
Notes for a new amount of the second installment of the Price. Buyer hereby
agrees, irrevocably and irreversibly, that there shall be no restriction as to
the sale by Sellers of preferred shares issued by Buyer and purchased through
the Payment in Registered Preferred Shares of Buyer.





1.4.
Concurrently with the execution of this Agreement, Buyer delivers to Banco de
Investimentos Credit Suisse (Brasil) S.A. promissory notes linked to this
Agreement, to the order of Sellers, in the amount of the installments of the
Price set forth in items 1.3(a) to 1.3(f) above and with maturity dates
according to the payment dates established in items 1.3(a) to 1.3(f) above for
the installments of the Price, according to the draft included in Exhibit
1.4 hereof (“Promissory
Notes”).





1.4.1.
The Promissory Notes shall remain deposited in guarantee with Banco de
Investimentos Credit Suisse (Brasil) S.A., having Banco de Investimentos Credit
Suisse (Brasil) S.A. irrevocable powers, irrespectively of any statement of the
Parties, to deliver the Promissory Notes to Sellers on the Closing
Date.





1.4.2.
Sellers hereby agree that the transfer of the Promissory Notes is authorized
only between Sellers, including their causa mortis successors,
irrespectively of any declaration and/or agreement of Buyer, Sellers being also
assured the possibility to submit the Promissory Notes in guarantee to third
parties, provided that such third parties are fully aware of the prohibition to
transfer the Promissory Notes. The restriction to transmission, under no
circumstance, shall harm or withdraw from the Promissory Notes their other
characteristics of negotiable instrument.





1.5. The
installments of the Price shall be paid by Buyer to Sellers on the respective
dates of maturity as provided for in item 1.3 above, in immediately available
funds, and Buyer shall make the applicable withholdings according to the
respective taxation condition of each of Sellers, pursuant to Exhibit 1.5(a), through
Electronic Transfer of Funds (“TED”) of the funds to
the current accounts indicated by Sellers in Exhibit 1.5(b).





1.5.1.
Receipt of payment of the installments of the Price by Sellers through TED shall
imply release to Buyer and/or Intervening Party, as the case may be, of payment
of the respective installment of the Price, and the evidence of payment of TED
shall be a receipt for all purposes.








1.5.2.
Upon evidence of the full and definitive payment of each installment of the
Price, Sellers agree to return to Buyer the Promissory Notes corresponding to
the installment of the Price actually paid, which shall be cancelled ipso jure, failing to produce
thereafter any effects between the Parties.





1.5.3. In
case of loss by any of Sellers of their Promissory Notes, the loss shall be
informed in writing to Buyer and Seller shall be liable before Buyer should any
third party demand payment based on the lost Promissory Note. In such case,
Buyer may not withhold, delay or fail to pay the corresponding installment of
the Price.





1.6.
Buyer hereby agrees, irrevocably and irreversibly, to fully bear the costs and
expenses relating to any legal or extrajudicial proceeding, including fees of
counsel, necessary for collection by Sellers of the amounts due by Buyer based
on the Promissory Notes.





1.7. On
the Closing Date there shall occur the consummation of the purchase and sale of
Arapar’s Shares and São Teófilo’s Shares to be carried out at the offices of
Barbosa, Mussnich & Aragão – Advogados located in the City and State of Rio
de Janeiro, at Av. Almirante Barroso, 52, 31st floor,
or in any other location to be mutually agreed upon by the Parties, with the
performance of the following acts by the Parties:





(a)
Sellers shall deliver to Buyer a statement of deposit account issued by the
financial institution in charge of the deposit and book-entry of the Company’s
Shares (“Book-entry
Agent”) certifying that Arapar and São Teófilo are holders of the
Company’s Shares free and clear of any liens, restriction and encumbrances of
any nature, except for the subject-matter of the Shareholders
Agreement;





(b) Group
A Sellers shall sign Arapar’s Shares Transfer Register transferring to Buyer all
and not less than all Arapar’s Shares, free and clear of any liens, restriction
and encumbrances of any nature;





(c) Group
B Sellers shall sign São Teófilo’s Shares Transfer Register transferring to
Buyer all and not less than all São Teófilo’s Shares, free and clear of any
liens, restriction and encumbrances of any nature;





(d) Buyer
shall evidence the payment of the first installment of the Price established in
item 1.3(a) above for Sellers through TED; and





(c)
Sellers shall receive the Promissory Notes corresponding to the installments of
the Prices provided for in items 1.3(b) to 1.3(f).





1.8. The
Parties agree to enter into and perfect all other documents, agreements, terms
and other instruments, as well as perform any other acts that are necessary or
proper for the consummation and/or implementation of the transaction established
in this Agreement.





II
– SHAREHOLDERS AGREEMENT





2.1.
Buyer acknowledges, irreversibly and irrevocably and for all purposes of the
law, the Shareholders Agreement and that the purchase and sale of Arapar’s
Shares and São Teófilo’s Shares which are the subject-matter of this Agreement
shall be subject to the right of first refusal established in Section IV of the
Shareholders Agreement and to the tag-along right of the common shares issued by
the Company and held by Arainvest linked to the Shareholders Agreement (“Linked
Shares”), pursuant to Section VI and Section 4.2.(d) of the Shareholders
Agreement.








2.1.1.
Considering the purpose of Sections IV and VI of such Shareholders Agreement,
Buyer shall be liable for notifying Arainvest of the contents of this Agreement
within twenty-four (24) hours after entering into of this Agreement, and Buyer,
irrevocably and irreversibly, shall indemnify, defend and hold Sellers harmless
of any claim or questioning made by Arainvest based on the Shareholders
Agreement, even if pursuant to item 2.5 below.





2.1.2.
Buyer agrees to include in the notice to Arainvest mentioned in item 2.1.1 above
the following statement: “Buyer declares, under the penalty of the law, that
there are no other amounts or benefits being offered, paid, prior to or
subsequently to the Agreement, or promised to be paid, in any way, by virtue of
other transactions, directly or by a third person, to Sellers”.





2.1.3.
Buyer agrees, irrevocably and irreversibly, not to carry out directly or
indirectly any amendments to the By-laws of Arapar and/or São Teófilo rendering
it impossible for Arainvest to exercise its rights provided for in the
Shareholders Agreement.





2.2.
Should Arainvest timely exercises its right of first refusal in the purchase of
the Company’s Shares or Arapar’s Shares or São Teófilo’s Shares, pursuant to
Section IV of the Shareholders Agreement, Buyer agrees, irrevocably and
irreversibly, to transfer the Company’s Shares, Arapar’s Shares or São Teófilo’s
Shares, as the case may be, to Arainvest.





2.2.1.
Should Arainvest exercise its right of first refusal against the transfer of the
Company’s Shares or Arapar’s Shares or São Teófilo’s Shares, as the case may be,
to Arainvest, Arainvest shall (i) adhere to this Agreement as buyer, Arainvest
becoming subrogated in the obligations of Buyer established in this Agreement,
also as regards the payment of the installments of the Price provided for in
items 1.3(a) to 1.3(f) above; (ii) issue new promissory notes in replacement of
the Promissory Notes on the same terms and conditions; and (iii) reimburse Buyer
for the amount of the installment of the Price established in item 1.3(a)
above.





2.2.1.1.
Should Arainvest exercise its right of first refusal pursuant to item 2.2.1,
Sellers agree to return the Promissory Notes to Buyer upon receipt of the new
promissory notes issued by Arainvest.





2.2.2.
Against the reimbursement of the first installment of the Price provided for in
item 1.3(a) above by Arainvest and return of the Promissory Notes by Sellers, in
order to guarantee Arainvest’s rights based on the Shareholders Agreement and
permit due compliance with the provisions of the Shareholders Agreement, in case
of timely exercise by Arainvest of its right of first refusal, Buyer grants to
Arapar Persons Responsible and São Teófilo Persons Responsible, as
representatives of Sellers, irrevocably, irreversibly and unconditionally,
pursuant to article 684 of the Brazilian Civil Code, exclusive and specific
powers for Arapar Persons Responsible and São Teófilo Persons Responsible,
always jointly, on behalf of Sellers, (i) to perform all acts necessary to
transfer Arapar’s Shares and São Teófilo’s Shares or the Company’s Shares, as
the case may be, in the Arapar Share Transfer Register and São Teófilo Share
Transfer Register, respectively or with a Book-Entry Agent, as the case may be,
to Arainvest; and (ii) to sign any and all documents, agreements or transfer
instruments, perform any and all acts before the Company, Arapar and São
Teófilo, as the case may be, and also represent Buyer with third parties, any
other government bodies, for the purpose of taking all necessary measures to
transfer the Company’s Shares or Arapar’s Shares or São Teófilo’s Shares, as the
case may be, to Arainvest, being able to delegate wholly or in part such
powers.





2.3.
Should Arainvest exercise the tag along right of the Linked Shares, pursuant to
Section VI of the Shareholders Agreement, Buyer agrees to purchase from
Arainvest the Linked Shares on the same terms and conditions established
herein.





2.4.
Should Arainvest fail to timely exercise the right of first refusal established
in Section IV of the Shareholders Agreement or the tag along right, according to
Section VI of the Shareholders Agreement, Buyer agrees to adhere to the
Shareholders Agreement, as required in the Shareholders Agreement.





2.5.
Buyer agrees, irrevocably and irreversibly, with the obligations established in
item 1.7 for the Closing Date, notwithstanding the event that, on the Closing
Date, the transfer of Arapar’s Shares or São Teófilo’s Shares as provided for in
items 1.7(b) and/or 1.7(c) above, as the case may be, fails to occur by virtue
of any claim or challenging by Arainvest based on the Shareholders Agreement, or
by any third party. Upon resolution of the claim or challenging, Sellers agree,
irrevocably and irreversibly, to comply with the obligations provided for in
items 1.7(b) and/or 1.7(c) above.





2.5.1
Buyer also agrees that, in case Sellers fail to comply with the obligations
provided for in item 1.7 by the Closing Date due to any claim or questioning by
Arainvest based on the Shareholders Agreement, or by any third party, the fine
provided for in item 10.1 shall not be due in any way by Sellers to
Buyer.





III
– REPRESENTATIONS AND WARRANTIES





3.1.
Sellers, for all purposes of this Agreement, represent and warrant to Buyer, on
the date hereof and on the Closing Date, as a condition and presupposition for
the execution and consummation of the purchase and sale of the s Shares,
that:





3.1.1.
Sellers have full capacity to sign this Agreement and comply with the
obligations provided for herein. Execution and compliance with this Agreement by
Sellers were duly authorized by all necessary corporate acts, as the case may
be, which are in full force. Assuming the due authorization, execution and
perfection by Buyer, this Agreement is a legal, valid, binding and enforceable
obligation against Sellers.





3.1.2.
Execution and compliance with this Agreement by Sellers (a) shall not violate
its articles of incorporation, when applicable; (b) shall not violate any
applicable law; and (c) (i) shall not require any
consent or any other act by any person, including Arapar and/or São Teófilo
pursuant to any shareholders agreement or contract or another instrument of
which Sellers are a party, or any grant, authorization, permit, license or other
similar authorization held by Sellers, except for the provisions of the
Shareholders Agreement, or shall be a default pursuant to the terms of any
agreement or instrument of which Sellers are a party, except for the provisions
of the Shareholders Agreement; and (ii) shall not create any
right of termination, cancellation or early maturity of any obligation of
Sellers or Arapar or São Teófilo which in any way impedes the transaction
established herein.








3.1.3.
Exhibit Whereas (a) includes a description of the totality of Arapar Shares,
Exhibit Whereas (b) includes a description of the totality of São Teófilo Shares
and Exhibit 3.1.3(a) includes a description of the totality of the Company’s
issued and outstanding Shares held by Arapar and São Teófilo. Except for the
provisions in Exhibit 3.1.3(b), Arapar Shares, São Teófilo Shares and the
Company’s Shares were validly issued and are fully paid-in, free and clear of
any encumbrances, restrictions and liens, whether judicial or extrajudicial,
except for the provisions in the Shareholders Agreement. Arapar’s Shares
represent the totality of Arapar’s capital stock. São Teófilo’s Shares represent
the totality of São Teófilo’s capital stock. Arapar and São Teófilo are the
lawful owners of the Company’s Shares, and neither Arapar nor São Teófilo are
owners of any other share or security issued by the Company. Sellers are not the
owners of any other share issued by Arapar or São Teófilo or any other security
convertible into Arapar’s and/or São Teófilo’s share. São Teófilo adhered to the
Shareholders Agreement.





3.1.4.
Arapar and São Teófilo are pure companies (i.e., business companies the
exclusive purpose of which is the participation in other companies) in good
standing before all authorities and third parties in general, and shall have the
Company’s Shares, cash and recoverable taxes as sole assets on the Closing Date.
Arapar and São Teófilo do not exercise any other activity or transaction, do not
have employees or any obligation, debt, contingency or claim of any nature,
except as reflected in the respective trial balances included in Exhibit
3.1.4(a) and the proceedings included in Exhibit 3.1.4(b). Arapar and São
Teófilo cash included in such trial balances, as the case may be, shall be
exclusively the amount mentioned in item 4.3 below.





3.2.
Buyer and Intervening Party, for all purposes of this Agreement, represent and
warrant to Sellers, on the date hereof and on the Closing Date, as a condition
and presupposition for the execution of this Agreement, that:





3.2.1.
The execution and compliance with this Agreement by Buyer, including issuance of
the Promissory Notes by Buyer, were duly authorized by all necessary corporate
acts of Buyer, which are in full force. Assuming the due authorization,
execution and perfection by Sellers, this Agreement is the legal, valid, binding
and enforceable obligation against Buyer.





3.2.2.
The execution and compliance with this Agreement by Buyer (a) shall not violate
its articles of incorporation; (b) shall not violate any law applicable thereto;
(c) shall not require any other consent or other act by any other person
pursuant to any agreement or another instrument to which Buyer is bound, or any
license or another similar authorization held by Buyer; (d) shall not constitute
a default pursuant to any agreement or instrument to which Buyer is bound and
which in any way impedes the transaction contemplated herein; and (e) shall not
create any right of termination, cancellation or early maturity of any
obligation of Buyer which in any way impedes the transaction contemplated
herein.





3.2.3.
The decision to indirectly buy any of the Company’s Shares was taken based on
the information held by Buyer and/or Intervening Party, as indirect shareholders
of the Company and in charge of indicating the Company’s managers, as well as on
the information available to the market and disclosed by the Company pursuant to
applicable law, also on the economic-financial-accounting situation of the
Company, including, but not limited to, the Company’s obligations arising out of
transactions with derivatives, changes in exchange rate, effects on the sales
and liquidity of clients by virtue of the Brazilian and world economic scenario,
Buyer and Intervening Party fully undertaking, as from the Closing Date, all
benefits and risks arising out of the indirect ownership of the Company’s
Shares, without such economic-financial factors regarding the Company, its
clients, the Brazilian or world economic situation or the market where the
Company, Buyer and/or Intervening Party acts, even that thereafter they may be
aggravated, in an unpredictable or exceptional way, or in any way be cause for
changing the obligation to pay the Price provided for herein, and no allegation
on the change in the economic, commercial or financial premises of the Agreement
shall be made.








3.2.4.
They acknowledge the existence of registration in Arapar and/or São Teófilo
accounts of a discount, Buyer fully assuming in any case, as from the Closing
Date, all benefits, obligations, liabilities and risks arising out of the
ownership of Arapar’s Shares and São Teófilo’s Shares.





3.2.5.
They shall cause the Company to indemnify and hold harmless the persons listed
in Exhibit
3.2.5, as former managers, agents representatives or members of the
management of the Company, including as guest or listener, and/or as managers of
Arapar and São Teófilo (“Managers”), from and
against any Loss or liability of any nature incurred by them in connection with
the transactions of the Company with derivative instruments in any
jurisdictions, including upon retaining and maintaining legal advisory services,
as the case may be, at the expenses of the Company, so long as such Loss or
liability is not resulting from gross negligence or willful misconduct of the
Managers in the performance of their duties or in breach of the law or Bylaws of
the Company.





IV
– OTHER OBLIGATIONS





4.1. On
the Closing Date, Sellers shall cause the managers of Arapar and the managers of
São Teófilo to deliver to Arapar and São Teófilo, as the case may be, their
respective irrevocable waiver letters, together if applicable with a release of
such managers as regards their fees for the performance of their
duties.





4.2.
Sellers agree, even after the Closing Date, to supply within a reasonable term
any and all information of Arapar, São Teófilo and also Sellers, which is
necessary for Buyer as a shareholder of the companies Arapar, São Teófilo and
indirectly the Company.





4.3.
Concomitantly with the Closing Date, Group A Sellers agree to file with the
proper courts a claim for withdrawal of tax actions of which Arapar is a
defendant, mentioned in Exhibit 4.3, when applicable, and make the respective
payments. Sellers agree to keep at Arapar and São Teófilo current assets,
according to the trial balances mentioned in Exhibit 3.1.4(a), the amounts
necessary for such withdrawal, and Sellers agree to fully bear the costs and
expenses relating to the withdrawal of actions, including fees of
counsel.




V
– INDEMNITY




5.1.
After the Closing Date, Group A Sellers shall indemnify, defend and hold Buyer
harmless from and against any loss, damage, liability, injury, expense or cost
(collectively “Losses” and
individually a “Loss”) which may be
actually incurred by Buyer arising from:




(a)
incorrection, misrepresentation, inaccuracy or noncompliance of any
representation or warranty provided by Group A Sellers under Section III
hereof;




(b)
breach, by Group A Sellers, of the their obligations under this Agreement;
and




(c)
corporate acts under the responsibility of Group A Sellers regarding the
ownership of the Company’s Shares before carrying out the transaction provided
for herein.




5.1.1.
For purposes of the indemnity provided for in item 5.1, Group A Sellers appoint
as joint and several persons responsible before Buyer Mr. Haakon Lorentzen,
Norwegian, married, businessman, bearer of Identity Card for Foreigners RNE No.
W-2064-10-E, issued by SE/DPMAF/DPF, enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 667.258.797-72, domiciled
at Av. Augusto Severo, 8, 7th floor,
in the City of Rio de Janeiro, State of Rio de Janeiro (“HL”) and Mr. Erling
Sven Lorentzen, Norwegian, married, businessman, bearer of Identity Card for
Foreigners RNE No. W339332-8, issued by SE/DPMAF/DPF, enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
021.948.307-82 (“ESL” and jointly with HL, “Arapar Persons Responsible”). For
purposes of item 5.1, Arapar Persons Responsible indicate as address to receive
all notices Av. Augusto Severo, 8, 7th floor,
in the City of Rio de Janeiro, State of Rio de Janeiro, fax (21) 2221-2673,
phone (21) 2508-0505.







5.2.
After the Closing Date, Group B Sellers agree to indemnity, defend and hold
Buyer harmless in connection with any Loss to be effectively suffered by Buyer
by virtue of:




(a)
incorrectness, misrepresentation, inaccurateness or noncompliance with any
representation or warranty given by Group B Sellers in Section III
hereof;




(b)
breach, by Group B Sellers, of the obligations undertaken herein;
and




(c)
corporate events under the responsibility of Group B Sellers in connection with
ownership of the Company’s Shares before carrying out the transaction provided
for herein.




5.2.1.
For purposes of the indemnity provided for in item 5.2, Group B Sellers appoint
as persons responsible before Buyer Mr. Pedro Moreira Salles, Brazilian,
married, banker, bearer of Identity Card RG No. 19.979.952-0 SSP-SP, enrolled
with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF
No. 551.222.567-72, and Mr. Fernando Roberto Moreira Salles, Brazilian, married,
industrialist, bearer of Identity Card RG No. 2.066.712-7 SECC/RJ, enrolled with
the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
002.938.068-53 (“Moreira Salles Persons Responsible”) and Mr. Luis Antonio
Nabuco de Almeida Braga, Brazilian, married, businessman, bearer of Identity
Card RG No. 03.474.562-0 issued by the IPF/RJ, enrolled with the Individual
Taxpayers Register of the Ministry of Finance under CPF/MF No. 533.519.087-68
and Mrs. Maria do Carmo Nabuco de Almeida Braga, Brazilian, single, of age,
businesswoman, bearer of Identity Card RG No. 02.978.307-3, issued by the
IFP/RJ, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 487.269.157-15 (“Almeida Braga Persons Responsible”)
(Moreira Salles Persons Responsible jointly with Almeida Braga Persons
Responsible, “São Teófilo Persons Responsible”). With no joint and several
liability, Moreira Salles Persons Responsible shall be liable for 60.2599% of
any indemnities mentioned in item 5.2 and Almeida Braga Persons Responsible
shall be liable for 39.7401%. For purposes of item 5.2, Moreira Salles Persons
Responsible indicate as address to receive all notices Av. Eusébio Matoso, 891,
22nd
floor, Pinheiros 05423-901, in the City of São Paulo, State of São Paulo, phone
(011) 3095-2855, fax (011) 3814-8977. Also for purposes of item 5.2, Almeida
Braga Persons Responsible indicate as address to receive all notices Av.
Presidente Wilson, 231, 9th floor,
Downtown, in the City of Rio de Janeiro, State of Rio de Janeiro, phone (021)
3804-8618, fax (021) 3804-8627. Moreira Salles Persons Responsible are joint and
several liable between them, and Almeida Braga Persons Responsible are also
joint and several liable between them, in the percentages indicated above,
respectively.




5.3. If
Buyer is informed of any omission, act or fact giving rise to the indemnity
obligation, Buyer shall notify Arapar Persons Responsible or São Teófilo Persons
Responsible, as the case may be, within the lesser of five (5) business days
from the date on which such information comes to the knowledge of Buyer or 1/3
of the term provided by law for pronouncing on the claim or obligation, in order
to allow Arapar Persons Responsible or São Teófilo Persons Responsible, as the
case may be, to elect whether to challenge the debt or obligation claimed in the
notice within the lesser of five (5) business days from receiving the notice
from Buyer or 1/3 of the term provided by law for pronouncing on the claim or
obligation.




5.3.1. If
the event provided for in item 5.3. above occurs before the full payment of the
Price by Buyer, the following shall apply:







5.3.1.1.
If Arapar Persons Responsible or São Teófilo Persons Responsible, as the case
may be, elect not to challenge the debt or obligation, the Parties hereby
irrevocably and irreversibly agree that Buyer shall (i) pay the debt in full or
perform the obligation within the term provided for by the law and (ii) discount
the amount of the debt or obligation from the portion of the Price due to Group
A Sellers or Group B Sellers, as the case may be, beginning by the last
installment, and Buyer shall deliver any balance, if any, to Group A Sellers or
Group B Sellers, as the case may be, on the date scheduled for the payment of
the last installment of the Price, pursuant to item 1.3(f) above. If the amount
of the debt or obligation exceeds the amount of the last installment of the
Price due to Group A Sellers or Group B Sellers, as the case may be, Buyer shall
discount the exceeding amount from the portion due to Group A Sellers or Group B
Sellers, as the case may be, of the immediately preceding installment of the
Price, and so on successively.




5.3.1.2.
If Arapar Persons Responsible or São Teófilo Persons Responsible, as the case
may be, elect to challenge the debt or obligation, the Parties hereby
irrevocably and irreversibly agree that Buyer shall (i) fully bear, at its own
expenses, with the costs arising from the challenge by Sellers to the debt or
obligation claimed in the judicial and/or extrajudicial notice, including all
expenses and fees of attorneys and consultants appointed by Sellers and
providing guarantees as may be necessary for the defense, and (ii) if Sellers
are not successful in their challenging the debt or obligation, Buyer shall be
fully reimbursed according to the provisions of item 5.3.1.1(ii) above; or (b)
if Sellers are successful in their challenging the debt or obligation, no
reimbursement of any nature shall be payable to Buyer.




5.3.1.3.
In the event of item 5.3.1 above, Buyer hereby irrevocably and irreversibly
agree that Buyer may not retain, delay, fail to pay, discount or otherwise
dispose of installments not yet due of the Price, which shall remain to be
payable to Sellers in the amount and terms provided for in such items of this
Agreement, except any reimbursements as provided for in items 5.3.1.1 and
5.3.1.2 above.




5.3.1.4.
If any reimbursement shall be made to Buyer according to items 5.3.1.1 and
5.3.1.2 above, Sellers agree to return to Buyer the Promissory Notes
representing the installments not paid yet which shall be subject to discount,
and Buyer shall, simultaneously with such return, issue new Promissory Notes to
Sellers, in the same number and with the same characteristics of the Promissory
Notes returned, discounting the amounts agreed under said items. Except as
provided for in item 1.5.3 above, if by any reason the Promissory Notes shall
not have been returned to Buyer on the date of payment of the installment which
shall be granted abatement, Sellers acknowledge that Buyer shall be entitled,
without any penalty or indemnity obligation, to retain the payment exclusively
of the Seller whose Promissory Note has not been returned, until said Promissory
Note is returned and cancelled.




5.3.2. If
the event provided for in item 5.3 above occurs after the full payment of the
Price by Buyer, the following shall apply:




5.3.2.1.
If Arapar Persons Responsible or São Teófilo Persons Responsible, as the case
may be, elect not to challenge the debt or obligation, they shall, within the
term provided by law for the settlement of the debt or performance of the
obligation, settle the debt or perform the obligation, or, yet, in the event
Buyer may not have settled the debt or performed the obligation, reimburse Buyer
for the amount of said debt or obligation, plus the due additions provided for
by the law or contract.




5.3.2.2.
If Arapar Persons Responsible or São Teófilo Persons Responsible, as the case
may be, elect to challenge the debt or obligation, they shall, at their own
expenses, bear the costs related to their judicial and/or extrajudicial
challenging, including all expenses and fees of attorneys and consultants.
Arapar Persons Responsible or São Teófilo Persons Responsible, as the case may
be, upon request, shall provide the guarantees necessary for the defense, so
that Buyer shall not, at any time, make any disbursement or sustain any
constraint to its assets or limitation of any nature to its business or
operations. Buyer, in turn, shall grant power of attorney to the attorneys
appointed by Arapar Persons Responsible or São Teófilo Persons Responsible, as
the case may be, as well as cooperate with these attorneys to produce evidences
as necessary for an efficient defense against the third party
claim.







5.3.2.3.
In the events provided for in 5.3.2.1 and 5.3.2.2 above, if Arapar Persons
Responsible or São Teófilo Persons Responsible, as the case may be, as duly
notified according to item 5.3 above, fail to directly pay the debt or indemnify
Buyer against the amount due, omit, confess, or fails to take the measures
necessary to challenge the notified debt, requirement or claim and to the
defense of Buyer, and Buyer sustains any constraint on its assets or limitation
of any nature to its business or operations as a result thereof, Buyer itself
shall be entitled to pay the claimed debt and shall become creditor of Arapar
Persons Responsible or São Teófilo Persons Responsible, as the case may be, in
respect to said amount. A penalty of ten per cent (10%) shall accrue on the
amount due by Arapar Persons Responsible or São Teófilo Persons Responsible, as
the case may be, plus interests calculated on pro rata die basis at Selic
Rate. This clear legal credit right shall be evidenced upon the submission of
the receipt of payment of the payable debt, which, for all purposes and legal
effects, shall operate as an extrajudicial execution instrument.




5.3.3.
The obligation of Arapar Persons Responsible or São Teófilo Persons Responsible,
as the case may be, to indemnify Buyer provided for in items 5.1 and 5.2. shall
remain valid and effective for a period of five (5) years, except for the
representations set forth in items 3.1.2., 3.1.3. and 3.1.4. above in respect to
which the indemnity obligation shall remain valid and effective until the
expiration of said obligation (collectively “Liability Period”).
In the event of any existing debt, requirement or claim against Buyer which
constitutes a Loss and about which notice or service of process has already been
served on Buyer and/or Arapar Persons Responsible or São Teófilo Persons
Responsible, as the case may be, before the expiration of the Liability Period,
the indemnity obligation of the Persons Responsible shall survive until the
actual payment, settlement and/or reimbursement of the obligation related to the
debt, requirement or claim against Buyer.




5.3.4.
The obligation of Arapar Persons Responsible or São Teófilo Persons Responsible,
as the case may be, to indemnify Buyer under items 5.1 and 5.2. is not subject
to a limit of amounts, subject, however, to their respective equity
interests.




5.4.
After the Closing Date, Buyer shall indemnify, defend and hold Sellers harmless
from and against any Loss incurred by Sellers arising from:




(a)
incorrection, misrepresentation, inaccuracy or noncompliance with any
representation or warrant provided by Buyer under Section III
hereof;




(b)
breach by Buyer of its obligations under this Agreement;




(c)
breach by Buyer of any obligation under law or which may be awarded against
Sellers for Buyer’s action or failure to act as regards market regulatory
bodies, notably those regulating competition issues and the stocks and
securities market; and




(d)
transaction of the Company with derivative instruments in any jurisdiction,
including upon retaining and maintaining legal advisory services, as the case
may be, at the expenses of the Buyer.




.




5.4.1 The
procedures set forth in item 5.3 and following above shall apply mutatis mutandis and as
applicable to Buyer, Sellers and Managers as regards the indemnity obligation
under item 5.4 above. The Liability Period, in relation to Buyer, shall be equal
to the statute of limitations of said obligation.




5.5. The
Parties hereby agree that, in the event of death of one of Arapar Persons
Responsible and/or one of Moreira Salles Persons Responsible and/or one of
Almeida Braga Persons Responsible, the remaining Arapar Person Responsible
and/or Moreira Salles Person Responsible and/or Almeida Braga Person
Responsible, as the case may be, shall be the sole person responsible for the
indemnity obligation established in items 5.1 and 5.2, as the case may be. The
Parties agree that, in case of death of the two Arapar Persons Responsible
and/or the two Moreira Salles Persons Responsible and/or the two Almeida Braga
Persons Responsible, the Group A Sellers or the Group B Sellers, as the case may
be, shall appoint the successor for the obligation of the two deceased Arapar
Persons Responsible and/or the two deceased Moreira Salles Persons Responsible
and/or the two deceased Almeida Braga Persons Responsible, established in items
5.1 and 5.2, as the case may be, and the successor to be appointed to substitute
the two deceased Arapar Persons Responsible, and/or the two deceased Moreira
Salles Persons Responsible and/or the two deceased Almeida Braga Persons
Responsible shall be reasonably acceptable to Buyer within fifteen (15) days
from appointment, provided that the silent of Buyer on this matter shall be
deemed as acceptance of the successor appointed. Until the acceptance by Buyer
of the successor of the two deceased Arapar Persons Responsible and/or the two
deceased Moreira Salles Persons Responsible and/or the two deceased Almeida
Braga Persons Responsible, the remaining Arapar Persons Responsible and São
Teófilo Persons Responsible shall be jointly liable for the indemnity obligation
of the two deceased Arapar Persons Responsible and/or the two deceased Moreira
Salles Persons Responsible and/or the two deceased Almeida Braga Persons
Responsible under items 5.1 and 5.2, as the case may be.







VI
– APPROVAL BY CADE AND THE OTHER REGULATORY BODIES




6.1.
Buyer acknowledges that this Agreement shall be binding upon the Parties before
the market regulatory bodies, notably those regulating competition and the
stocks and securities market.




6.2.
Buyer, within fifteen (15) days from execution hereof, shall send to the
Brazilian Council for Economic Defense (“CADE”) the notice and
form required by applicable law regarding the transactions provided for herein.
Sellers shall provide the required information and reasonably assist in
connection with the finding of facts for any petition or motion that may be
necessary. Buyer shall keep Sellers informed about the development of the
proceeding, any notices sent to CADE and any other inquiries or requests of
additional information to CADE, and shall promptly fulfill any requirement or
request and provide such other additional information as may be requested. Buyer
shall fully bear all costs and expenses related to the submission of the
transaction for CADE’s consideration and approval, except the fees of attorneys,
auditors and advisors of Sellers. If the transaction is not approved by CADE, or
if CADE imposes conditions to approve the transaction, Buyer shall be solely
responsible and shall take all measures necessary to remedy the situation to
have the transaction approved by CADE, without any loss or damage to
Sellers.




6.3.
Buyer shall also assume any and all liability before the other market regulatory
bodies, and shall take all measures necessary for the full performance of the
legal obligations imposed by these regulatory bodies.




6.4.
Sellers shall be unconditionally entitled to receive the Price and to maintain
it even if the transaction hereunder does not meet, in the opinion of CADE or
any other regulatory bodies, the conditions provided by law, without any loss or
damage to Sellers.




VII
– RESOLUTION OF DISPUTES




7.1. In
the event of any difficulty in the interpretation or performance of this
Agreement, or any dispute related to or arising from any breach of this
Agreement, the Parties shall use their best efforts to solve it amicably. For
such purpose, the Parties shall negotiate in good-faith a solution acceptable to
both of them. If the Parties cannot reach an agreement within thirty (30) days
after the receipt of the notice of the existing dispute and the need of a
solution for the matter, the dispute shall be settled as provided for in the
items below.




7.2.
Subject to the foregoing item, the Parties agree that any dispute related to or
arising from this Agreement whose solution would represent a cognizance
proceeding, including any dispute regarding the existence, effectiveness,
interpretation, or termination hereof, shall be exclusively and finally settled
upon arbitration conducted and managed according to applicable Arbitration Rules
of the Arbitration Center of the Brazil-Canada Chamber of Commerce and managed
by the Arbitration Center of the Brazil-Canada Chamber of Commerce, subject to
the provisions of Law No. 9307, of September 23, 1996, and the Brazilian Code of
Civil Procedure, without prejudice to the right of requiring payment of the
Price by Sellers directly through proceeding of execution on a fixed
amount.




7.3. The
place of arbitration, if applicable, shall be the City of São Paulo, State of
São Paulo, Brazil, unless the Parties expressly agree otherwise, and without
prejudice to the Parties’ right to elect other location for the arbitration
proceedings.







7.4. The
proceedings shall be conducted in the Portuguese language, and all documents and
statements provided as evidence in the course of the arbitration proceeding
shall be translated into Portuguese, if written in foreign language, and the
Party providing such evidence shall bear the respective costs of such
translation.




7.5. The
dispute shall be settled upon arbitration proceeding conducted by an arbitral
tribunal consisting of three (3) arbitrators belonging to the Panel of
Arbitrators of the Arbitration Center of the Brazil-Canada Chamber of Commerce,
one (1) arbitrator being appointed by the Plaintiff(s) and one (1) by the
Defendant(s). The third arbitrator, who shall act as President of the
arbitration tribunal, shall be appointed by the two (2) first appointed
arbitrators. If the arbitrators fail to reach an agreement on the appointment of
the President of the arbitration tribunal, such appointment shall be made by the
Arbitration Center of the Brazil-Canada Chamber of Commerce.




7.6. The
arbitration tribunal shall settle the dispute according to the provisions hereof
and the Brazilian law.




7.7. Any
document or information disclosed by the Parties in the course of the
arbitration proceeding shall be confidential, and the Parties and the
arbitrator(s) to be appointed agree not to disclose them to third parties,
unless upon court or administrative order against which confidentiality
obligation may not be invoked. The information about the existence, filing or
development of the arbitration proceeding is confidential and may not be
disclosed without the prior and express consent of the other Party.




7.8. The
arbitral award shall be binding upon the Parties and shall not be subject to any
legal or administrative appeal. The arbitral award shall be rendered in writing
and include the legal basis upon which it was rendered. The costs of the
arbitration proceeding, including the attorney’s fees and expenses, shall be
borne as determined by the arbitration court, unless the Parties mutually agree
otherwise in writing.




7.9 The
Parties agree that during the course of the arbitration proceeding they shall
continue to perform their respective obligation hereunder.




VIII
– CONFIDENTIALITY




8.1. Each
Party shall keep strictly secret and shall cause the persons and consultants
related to said Party (“Related Parties”) to
keep strictly secret this Agreement, the provisions and exhibits hereof, and all
information and materials, whether in written, oral, electronic or other format,
obtained or received from the other Parties during the negotiation and
performance of this Agreement, and the Parties hereby agree that such
confidentiality shall not apply to the following cases:




(a) if
prior written consent for disclosure is obtained by the Party in possession of
the confidential information;




(b) the
relevant information is or become generally available to the public other than
as result of breach of the confidentiality obligation by any means of disclosure
or other action or omission by the Party or any of its Related
Parties;




(c) the
information is or become known or available to the Party or any of its Related
Parties on a non-confidential basis from any source (other than the party in
possession of said information or any of its Related Parties) that, to the best
of the knowledge of the receiving Party, after due investigation, is not
prohibited from disclosing such information by obligation to the Party owning
said information or any of its Related Parties;




(d) the
information was already known by the Party on a lawful basis on the date of its
disclosure by the other Party or its Related Parties; or







(e) the
information is required to be disclosed according to applicable law or
regulations, including the rules of the Brazilian Council for Economic Defense
(CADE), the Brazilian Securities and Exchange Commission (CVM) and any competent
Stock Exchange, or as result of order, determination or Governmental ruling
applicable to said Party, so long as, if permitted by law, said Party consult
with the Party owning said information before the disclosure thereof, and the
Parties hereby agree that said consultation shall under no circumstances be
deemed as prior approval of the Party owning said information




.




8.2.
Furthermore, the Parties agree and shall cause its respective Related Parties to
agree not to use any confidential information as provided for in item 8.1 other
than for the purposes of this Agreement.




8.3. The
confidentiality obligation provided for herein shall survive the termination of
this Agreement, for any reason whatsoever, and shall remain in full force and
effect for a period of three (3) years from execution of this
Agreement.




8.4. In
addition to the provisions above, the Parties hereby acknowledge to be subject
to the confidentiality obligations provided for in the regulations issued by the
CVM and other relevant securities and exchange commissions in respect to
non-disclosure to third parties of any and all information about the transaction
provided for herein.




8.5. The
Parties shall jointly agree on the form, contents and time of the disclosure to
the market of any notice or material fact regarding this Agreement, taking
always into account the applicable requirements of law.




8.6. The
Parties agree that no notice to the market regarding this Agreement, including
press releases, shall be disclosed by any of the Parties without the express
written consent of the other Party.




8.7.
Sellers agree not to disclose, and shall cause the representative of the bodies
of the Company to agree not to disclose to third parties any confidential
information about the Company, its business and operations, for a period of
three (3) years from the Closing Date, and not to use such information in any
business or transaction.




8.8. The
Parties acknowledge that the disclosure of the information related to this
Agreement by any of the Related Parties in breach of this Chapter VIII shall
result in significant Losses to the non-breaching Party. In this case, the
non-breaching party may file a claim for damages against the breaching Party,
subject to the provisions under Chapter V above.




IX
– JURISDICTION AND APPLICABLE LAW




9.1.
Notwithstanding the provisions about arbitration and without prejudice to item
7.2. above regarding the right to require payment of the Price through execution
proceeding, the Parties shall be entitled to file claim in any competent court
(i) to have an injunction or provisional relief or (ii) enter judgment upon the
arbitral award against the other Party. For the purposes of any action or
proceeding to be filed according to this Section IX, the Parties hereby elect
the courts of the Judicial District of the City of São Paulo, State of São
Paulo, as the courts of jurisdiction to settle any disputes, except those to
which the applicable law require mandatory competence.




9.2. This
Agreement shall be governed by and construed according to the laws of the
Federative Republic of Brazil.




X
– MISCELLANEOUS




10.1
Buyer’s failure to pay the first installment of the Price provided for in item
1.3(a) above on the Closing Date to Sellers or Sellers’ failure to transfer
Arapar’s Shares and São Teófilo’s Shares on the Closing Date shall entitle the
other Party to require execution of an affirmative covenant or execution on a
fixed amount, as the case may be, or the right to require from the other Party a
fine in an amount of one billion Reais (R$1,000,000,000.00), which fine the
Parties hereby agree as fair for the losses that would have be borne by the
other Party, and it is hereby agreed that the non-defaulting Party shall pay
such fine within fifteen (15) days as from receipt of the proper notice sent by
the other Party.







10.1.1.
Buyer irrevocably and irreversibly agrees that, in the event provided for in
item 2.5 above, the fine established in item 10.1 shall not be due in any way by
Sellers to Buyer.




10.2.
This agreement comprises the entire understanding between the Parties regarding
the subject-matter hereof, and is binding upon the Parties and its respective
successors on any account.




10.3.
Intervening Party hereby signs this Agreement to confirm that it is aware of the
provisions herein, and to ensure that it shall comply with its obligations under
such provisions and shall not perform any act against or in breach of the rights
and obligations of Sellers and Buyer under this Agreement, and shall cause Buyer
to perform its obligations under this Agreement.




10.4. Any
changes in the terms and conditions hereof shall only be effective upon written
instrument duly executed by the Parties. Neither Party is entitled to assign or
otherwise transfer, in whole or in part, any of its rights or obligations under
this Agreement without the prior written and express consent of the other Party,
except as provided in item 1.4.2. above.




10.5. The
invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of the other provisions hereof, which shall be fully
complied with, and the Parties agree to use their best efforts to validly attain
the same effects of the provision deemed invalid or unenforceable.




10.6.
This Agreement is irrevocably and irreversibly executed, and the Parties shall
not be entitled to terminate it or be released from performing it.




10.7. The
commitments and covenants of Parties hereunder are subject to the specific
performance of articles 461, 461-A, 466-A, 466-C and 632 et seq. of the Brazilian Code
of Civil Procedure, and this Agreement shall operate as an extrajudicial
execution instrument pursuant to article 585, II, of the Brazilian Code of Civil
Procedure.




10.8. All
costs and expenses incurred in connection with this Agreement shall be paid by
the Party incurring them.




10.9. All
notices, requests and other communications between the Parties shall be in
writing (including by facsimile) and shall be sent (i) to Sellers to Arapar
Persons Responsible and São Teófilo Persons Responsible at the address and
number of fax specified in items 5.1.1 and 5.2.1 above, respectively (or any
other address that may be informed by them upon notice) and (ii) to Buyer, care
of Mr. José Luciano Duarte
Penido, at Alameda Santos, 1357, 6° andar, Cerqueira César, São Paulo -
São Paulo, Facsimile: (11) 2138-4000, Telephone: (11) 2138-4065, and (iii) to
Intervening Party, care of Mr. Raul Calfatat Rua Amauri,
255, 13th floor, Itaim Bibi, São Paulo – State of São Paulo, Facsimile: (11)
3079-9345, Telephone: (11) 3704-3320. The communications to be sent by any of
the Parties as set forth in this provision shall be deemed received when
delivered by certified letter or with “acknowledgement receipt” issued by the
Brazilian Postal and Telegraph Services Company. The communications sent by
facsimile or email shall be deemed received on the date they are sent, so long
as acknowledgement of receipt is issued by the machine used by the issuer. The
original of said notices shall be sent to the addresses of Intervening Party,
Buyer or Arapar Persons Responsible and São Teófilo Persons Responsible, as the
case may be, within up to two (2) business days after the message is
sent.




IN
WITNESS WHEREOF, the Parties hereto execute this Agreement in eight (8)
counterparts of equal tenor and form before the undersigned
witnesses.




São
Paulo, January 19, 2009




Buyer:




(sgd) /
(sgd)VOTORANTIM CELULOSE E
PAPEL S.A.







By:




Title:




Sellers:





(sgd)


ERLING
SVEN LORENTZEN


(sgd)


HAAKON
LORENTZEN


(sgd)


INGEBORG
LORENTZEN RIBEIRO


(sgd)


VICTORIA
RAGNA LORENTZEN RIBEIRO


(sgd)


OIVIND
HARALD LORENTZEN


(sgd)


OIVIND
LORENTZEN JR. TRUST – OIVIND LORENTZEN III FUND


(sgd)


OIVIND
LORENTZEN JR. TRUST – EVELYN BELL FUND


(sgd)


CLEARWATER
NAVIGATION LIMITED


(sgd)


THEA HACK
LORENTZEN


(sgd)


LILY HACK
LORENTZEN





(sgd)


CLAIRE
WARWICK LORENTZEN


(sgd)


OIVIND
HARALD HACK LORENTZEN


(sgd)


LUKE BYRD
HACK LORENTZEN


(sgd)


GIF-II
FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES


(sgd) /
(sgd)


PEDRO
MOREIRA SALLES


(sgd) /
(sgd)


WALTHER
MOREIRA SALLES JÚNIOR


(sgd) /
(sgd)


JOÃO
MOREIRA SALLES


(sgd) /
(sgd)


LUCAS
ESPINOLA MOREIRA SALLES


(sgd) /
(sgd)


ANDRE
ESPINOLA MOREIRA SALLES


(sgd) /
(sgd)


ROBERTO
KONDER BORNHAUSEN


(sgd) /
(sgd)


TOMAS
TOMISLAV ANTONIN ZINNER


(sgd) /
(sgd)





ISRAEL
VAINBOIM


(sgd) /
(sgd)


CARLOS
LEONI RODRIGUES SIQUEIRA


(sgd) /
(sgd)


ELOY DE
MACEDO


(sgd)


MAURO
AGONILHA


(sgd)


BRAZIL
SILVA I LLC


(sgd)


NALBRA’S,
LLC


(sgd)


SYLVIA
MARIA DA GLÓRIA DE MELLO FRANCO NABUCO


(sgd)


MARIA DO
CARMO NABUCO DE ALMEIDA BRAGA


(sgd)


LUIS
ANTONIO NABUCO DE ALMEIDA BRAGA


(sgd)


SYLVIA
NABUCO DE ALMEIDA BRAGA


(sgd)


LUCIA
NABUCO DE ALMEIDA BRAGA REBELLO


(sgd)


ALARICO
SILVEIRA NETO


(sgd)


ANTONIO
CARLOS DANTAS MATTOS


(sgd)


ANTONIO
DE PÁDUA BITTENCOURT NETO


(sgd)


LUCIANO
SOARES


(sgd)


MARCOS
PESSOA DE QUEIROZ FALCÃO


(sgd)


NEY
VILLAS BÔAS MARINHO


(sgd)


PEDRO
LUIZ BODIN MORAES




Intervening
Party:




(sgd)/
(sgd)




VOTORANTIM
INDUSTRIAL S.A.




By:




Title:







Witnesses:





(sgd)


Name:
Andréia Mendes de Souza


Individual
Taxpayers Register (CPF/MF) No.: 033.127.177-01


Identity
Card (RG) No.: 08.179.174-1 IFP





(sgd)


Name:
Carla Maria Baraldo da Silva Campos


Individual
Taxpayers Register (CPF/MF) No: 021.388.157-81




Identity
Card (RG) No.: 08.058.116-8 IFP







Exhibit
A




Group A
Sellers




1.           ERLING SVEN LORENTZEN,Norwegian, married,
businessman, bearer of identity card for foreigners RNE No. W-339332-8, issued
by SE/DPMAF/DPF, enrolled with the Individual Taxpayers Register of the Ministry
of Finance under CPF/MF No. 021.948.307-82, domiciled in the City and State of
Rio de Janeiro, at Av. Augusto Severo No. 8, 7th
floor;




2.           HAAKON LORENTZEN, Norwegian,
married, businessman, bearer of identity card for foreigners RNE No.
W-2064-10-E, issued by SE/DPMAF/DPF, enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 667.258.797-72, domiciled
in the City and State of Rio de Janeiro, at Av. Augusto Severo No. 8, 7th
floor;




3.           INGEBORG LORENTZEN
RIBEIRO,Norwegian, married,
housewife, bearer of identity card for foreigners RNE No. W100036-C, issued by
SE/DPMAF/DPF, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 708.256.707-30, domiciled in the City and State of Rio
de Janeiro, at Av. Portugal No. 680, district of Urca;




4.           VICTORIA RAGNA LORENTZENRIBEIRO, Brazilian, single,
student, bearer of identity card No. 24.569.732-1, issued by Detran/RJ and
enrolled with the Individual Taxpayers Register of the Ministry of Finance under
CPF/MF No. 109.012.467-86, domiciled in the City and State of Rio de Janeiro, at
Av. Portugal No. 680, district of Urca;




5.           OIVIND HARALD LORENTZEN, US
citizen, married, enrolled with the Individual Taxpayers Register of the
Ministry of Finance under CPF/MF No. 691.392.537-91, domiciled at 89, Butternut
Hollow Road, Greenwich, Connecticut, United States;




6.           OIVIND LORENTZEN JR. TRUST - OIVIND
LORENTZEN III FUND, an equity fundadministered by Codan
Trust Company Limited, with its principal place of business at Richmond House,
12 Par-la-Ville Road, P.O. Box HM 6666, Hamilton HM CX, Bermuda;




7.           OIVIND LORENTZEN JR. TRUST – EVELYN
BELL FUND, an equity fund administered by Codan Trust Company Limited,
with its principal place of business at Richmond House, 12 Par-la-Ville Road,
P.O. Box HM 6666, Hamilton HM CX, Bermuda;




8.           CLEARWATER NAVIGATION LIMITED,
a companywith its
principal place of business at P.O. Box 309, Ugland House, South Church St.,
Grand Cayman, Cayman Island, enrolled with the National Corporate Taxpayers
Register of the Ministry of Finance under CNPJ/MF No.
05.772.410/0001-74;




9.           THEA HACK LORENTZEN,
Brazilian, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 108.809.637-94, domiciled at 89, Butternut Hollow Road,
Greenwich, Connecticut, United States;




10.         LILY HACK LORENTZEN,
Brazilian, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 108.808.007-39, domiciled at 89, Butternut Hollow Road,
Greenwich, Connecticut, United States;




11.         CLAIRE WARWICK LORENTZEN, US
citizen, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 108.808.577-65, domiciled at 89, Butternut Hollow Road,
Greenwich, Connecticut, United States;







12.         OIVIND HARALD HACK LORENTZEN,
US citizen, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 108.807.607-61, domiciled at 89, Butternut Hollow Road,
Greenwich, Connecticut, United States;
  13.         LUKE BYRD HACK LORENTZEN, US
citizen, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 108.807.887-71, domiciled at 89, Butternut Hollow Road,
Greenwich, Connecticut, United States;
  14.         GIF-II FUNDO DE INVESTIMENTOS EM
PARTICIPAÇÕES,an equityfund enrolled with the
National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF
No. 08.669.289/0001-48, herein represented by its investment manager GIF GESTÃO
DE INVESTIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company with its
principal place of business in this City and State of Rio de
Janeiro.
  Exhibit
B
  Group B
Sellers
  1.           
PEDRO MOREIRA SALLES,
Brazilian, married, banker, domiciled in the City of São Paulo, State of São
Paulo, at Av. Eusébio Matoso No. 891 – 4th floor,
bearer of identity card RG No. 19.979.952-0 SSP/SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
551.222.567-72;
  2.         
  WALTHER MOREIRA
SALLES JÚNIOR,Brazilian, married,
filmmaker, domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at
Rua do Russel No. 270 – 3rd floor,
bearer of identity card RG n° 3.113.711 SSP/RJ and enrolled with the Individual
Taxpayers Register of the Ministry of Finance under CPF/MF No.
406.935.467-00;
  3.            JOÃO MOREIRA SALLES,
Brazilian, married, documentarian, domiciled in the City of Rio de Janeiro,
State of Rio de Janeiro, at Rua do Russel No. 270 - 3rd floor,
bearer of identity card RG No. 05.935.901-8 SSP/RJ and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
667.197.397-00;
  4.       
    LUCAS
ESPINOLA MOREIRA SALLES,Brazilian, single,
student, domiciled in the City of São Paulo, State of São Paulo, at Avenida
Eusébio Matoso No. 891 – 22nd floor,
bearer of identity card RG No. 35.546.325-8 SSP-SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
226.604.568-79;
  5.           ANDRE ESPINOLA MOREIRA SALLES,
Brazilian, single, student, domiciled in the City of São Paulo, State of São
Paulo, at Avenida Eusébio Matoso No. 891 - 22nd floor,
bearer of identity card RG No. 37.504.024-9 SSP-SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
226.604.548-25;
  6.           ROBERTO KONDER BORNHAUSEN,
Brazilian, married, agronomist, domiciled in the City of São Paulo, State of São
Paulo, at Av. Eusébio Matoso No. 891, 22nd floor,
bearer of identity card RG No. I/R 44.560 SSI-SC and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
003.899.359-72;
  7.           TOMAS TOMISLAV ANTONIN
ZINNER,Brazilian, married,
economist, domiciled in the City of Rio de Janeiro, State of Rio de Janeiro,
District of Gloria, at Rua do Russel No. 270 – 3rd floor,
bearer of identity card No. 16.459-CRE – 1st Region,
and enrolled with the Individual Taxpayers Register of the Ministry of Finance
under CPF/MF No. 007.884.067-87;
  8.           ISRAEL VAINBOIM, Brazilian,
divorced, engineer, domiciled in the City of São Paulo, State of São Paulo, at
Av. Eusébio Matoso No. 891, 22nd floor,
bearer of identity card RG No. 14.189.351 SSP-SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
090.997.197-87;
  
  9.           CARLOS LEONI RODRIGUES
SIQUEIRA,Brazilian, married,
lawyer, domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua
Joana Angélica No. 166 - apt. 701, bearer of Identity Card OAB/RJ 10.577 and
enrolled with the Individual Taxpayers Register of the Ministry of Finance under
CPF/MF No. 003.908.877-49;
  10.         ELOY DE MACEDO, Brazilian,
married, lawyer, domiciled in the City of São Paulo, State of São Paulo, at Av.
Eusébio Matoso No. 891, 22nd floor,
bearer of identity card OAB/SP 71.184 and enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No.
045.868.678-68;
  11.         MAURO AGONILHA, Brazilian,
married, accountant, domiciled in the City of São Paulo, State of São Paulo, at
Av. Eusébio Matoso No. 891, 22nd floor,
bearer of identity card RG No. 6.462.154-6 SSP/SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
577.141.008-00;
  12.         BRAZIL SILVA I, LLC,a company organized
under the laws of Delaware, United States of America, with its principal place
of business at 135 South State College BLVD. Brea, CA 92821, USA, enrolled with
the National Corporate Taxpayers Register under CNPJ No.
07.534.265/0001-19;
  13.         NALBRA S, LLC, a company
organized under the laws of Delaware, United States of America, with its
principal place of business at 1201 North Market Street, Wilmington, New Castle
County, Delaware 19801, USA, enrolled with the National Corporate Taxpayers
Register under CNPJ No. 06.205.788/0001-59;
  14.         SYLVIA MARIA DA GLÓRIA DE MELLO
FRANCO NABUCO, Brazilian, divorced, business woman, bearer of identity
card No. 01.173.774-9, issued by IFP/RJ, enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 958.202.647-20, domiciled
in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson
No. 231, 9th
floor;
  15.         MARIA DO CARMO NABUCO DE ALMEIDA
BRAGA, Brazilian, single, of age, business woman, bearer of identity card
No. 02.978.307-3, issued by IFP/RJ, enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 487.269.157-15, domiciled
in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson
No. 231, 9th
floor;
  16.         LUIS ANTONIO NABUCO DE ALMEIDA
BRAGA, Brazilian, married, businessman, bearer of identity card No.
03.474.562-0, issued by IFP/RJ, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under No. 533.519.087-68, domiciled in the City of
Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson No. 231,
9th
floor;
  17.         SYLVIA NABUCO DE ALMEIDA
BRAGA, Brazilian, married, business woman, bearer of identity card No.
04.371.185-2, issued by IFP/RJ, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 786.276.997-04, domiciled in the
City of Rio de Janeiro - RJ, at Av. Presidente Wilson No. 231, 9th
floor;
  18.         LUCIA NABUCO DE ALMEIDA BRAGA
REBELLO, Brazilian, married, business woman, bearer of identity card No.
4.022.158, issued by IFP/RJ, enrolled with the Individual Taxpayers Register of
the Ministry of Finance under CPF/MF No. 733.363.007-20, domiciled in the City
of Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson No. 231,
9th
floor;
  19.         ALARICO SILVEIRA NETO,
Brazilian, married, lawyer, enrolled with the Individual Taxpayers Register of
the Ministry of Finance under CPF/MF No. 239.065.457-68 and with the Brazilian
Bar Association, Rio de Janeiro Chapter, under OAB/RJ 19.155, domiciled in the
City of Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson No.
231, 9th
floor;
  20.         ANTONIO CARLOS DANTAS MATTOS,
Brazilian, divorced, economist, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 272.521.327-49 and with the
CORECON-1st Region
under No. 7.770, domiciled in the City of Rio de Janeiro, State of Rio de
Janeiro, at Av. Presidente Wilson No. 231, 9th
floor;
  
  21.         ANTONIO DE PÁDUA BITTENCOURT
NETO, Brazilian, married, economist, bearer of identity card No.
10.915.190-2, issued by IFP/RJ, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 914.571.577-72, domiciled in the
City of Rio de Janeiro, State of Rio de Janeiro, at Rua Padre Leonel Franca No.
135, district of Leblon;
  22.         LUCIANO SOARES, Brazilian,
married under the complete separation of assets regime, economist, enrolled with
the Individual Taxpayers Register of the Ministry of Finance under No.
007.555.737-14, bearer of identity card No. 07.823.930-8, issued by IFP/RJ,
domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Av.
Presidente Wilson No. 231, 9th
floor;
  23.         MARCOS PESSOA DE QUEIROZ
FALCÃO, Brazilian, married, economist, bearer of identity card No.
04.740.688-9, issued by IFP/RJ, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 914.007.167-72, domiciled in the
City of São Paulo, State of Rio de Janeiro, at Rua Leopoldo Couto de Magalhães
Jr. No. 758, suite 52;
  24.         NEY VILLAS BÔAS MARINHO,
Brazilian, married, economist, bearer of identity card No. 06.104.776-7, issued
by IFP/RJ, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 797.463.907-59, domiciled in the City of Rio de
Janeiro, State of Rio de Janeiro, at Rua Padre Leonel Franca No. 135, district
of Leblon; and
  25.         PEDRO LUIZ BODIN DE MORAES,
Brazilian, married, economist, bearer of identity card No. 3.733.122, issued by
IFP/RJ, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under No. 548.346.867-87, resident in the City of London, at 32 Evelyn
Gardens, flat 05, SW 73BL, England, United Kingdom.
  Exhibit
C
  Buyer
  1. VOTORANTIM CELULOSE E PAPEL
S.A.,a
joint-stock company enrolled with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21, with its principal
place of business in the City and State of São Paulo, at Alameda Santos No.
1.357, 8th
floor.
  Exhibit
D
  Intervening
Party
  1. VOTORANTIM INDUSTRIAL S.A.,
a joint-stock company enrolled with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 03.407.049/0001-51, with its principal
place of business in the City and State of São Paulo, at Rua Amauri, No. 255,
13th
floor, Suite A.
  
  Exhibit Whereas
(a)
  Arapar’s
Shares
 
 Shareholder
                      
                      Common
                        Shares
                      
                      
                      Preferred Shares
                      
                      
                      Total Shares
                      
                      
                      % interestHaakon
      Lorentzen
                      
                      
                      475,157,940
                      
                      
                      
                      -
                      
                      
                      
                      475,157,940
                      
                      
                      
                      41.13
                      %Erling
      Sven Lorentzen
                      
                      
                      276,495,249
                      
                      
                      
                      92,608,881
                      
                      
                      
                      369,104,130
                      
                      
                      
                      31.94
                      %Ingeborg
      Lorentzen Ribeiro
                      
                      
                      72,516,457
                      
                      
                      
                      -
                      
                      
                      
                      72,516,457
                      
                      
                      
                      6.28
                      %Victória
      Ragna Lorentzen Ribeiro
                      
                      
                      69,673,317
                      
                      
                      
                      -
                      
                      
                      
                      69,673,317
                      
                      
                      
                      6.03
                      %GIF-II
                      
                      
                      -
                      
                      
                      
                      107,847,220
                      
                      
                      
                      107,847,220
                      
                      
                      
                      9.33
                      %Oivind
      Harald Lorentzen
                      
                      
                      -
                      
                      
                      
                      20,893,677
                      
                      
                      
                      20,893,677
                      
                      
                      
                      1.81
                      %Oivind
      Harald Lorentzen Trust
                      
                      
                      -
                      
                      
                      
                      13,777,606
                      
                      
                      
                      13,777,606
                      
                      
                      
                      1.19
                      %Clear
      Water Navigation Ltd
                      
                      
                      -
                      
                      
                      
                      6,863,068
                      
                      
                      
                      6,863,068
                      
                      
                      
                      0.59
                      %Thea
      Hack Lorentzen
                      
                      
                      -
                      
                      
                      
                      2,068,233
                      
                      
                      
                      2,068,233
                      
                      
                      
                      0.18
                      %Lily
      Hack Lorentzen
                      
                      
                      -
                      
                      
                      
                      2,068,233
                      
                      
                      
                      2,068,233
                      
                      
                      
                      0.18
                      %Claire
      W. Lorentzen
                      
                      
                      -
                      
                      
                      
                      2,068,233
                      
                      
                      
                      2,068,233
                      
                      
                      
                      0.18
                      %Oivind
      H.H. Lorentzen
                      
                      
                      -
                      
                      
                      
                      2,068,233
                      
                      
                      
                      2,068,233
                      
                      
                      
                      0.18
                      %Luke
      B.H. Lorentzen
                      
                      
                      -
                      
                      
                      
                      2,068,233
                      
                      
                      
                      2,068,233
                      
                      
                      
                      0.18
                      %Evelyn
      Byrd L. Bell Trust
                      
                      
                      -
                      
                      
                      
                      9,279,467
                      
                      
                      
                      9,279,467
                      
                      
                      
                      0.80
                      %Total
                      
                      
                      893,842,963
                      
                      
                      
                      261,611,084
                      
                      
                      
                      1,155,454,047
                      
                      
                      
                      100.00
                      %
  
  Exhibit Whereas
(b)
  São Teófilo’s
Shares
 
 Shareholder
                      
                      Common
                        Shares
                      
                      
                      Preferred Shares
                      
                      
                      Total Shares
                      
                      
                      % interestNalbra
      S, LLC
                      
                      
                      1,720,353
                      
                      
                      
                      5,970,031
                      
                      
                      
                      7,690,384
                      
                      
                      
                      5.897
                      %Pedro
      Luiz Bodin de Moraes
                      
                      
                      1,900,069
                      
                      
                      
                      2,071,419
                      
                      
                      
                      3,971,488
                      
                      
                      
                      3.045
                      %Sylvia
      Maria da Glória de Mello Franco Nabuco
                      
                      
                      14,718,852
                      
                      
                      
                      4,528,352
                      
                      
                      
                      19,247,204
                      
                      
                      
                      14.759
                      %Maria
      do Carmo Nabuco de Braga Almeida
                      
                      
                      2,457,099
                      
                      
                      
                      755,943
                      
                      
                      
                      3,213,042
                      
                      
                      
                      2.464
                      %Luis
      Antonio Nabuco de Braga Almeida
                      
                      
                      2,457,099
                      
                      
                      
                      755,943
                      
                      
                      
                      3,213,042
                      
                      
                      
                      2.464
                      %Lúcia
      Nabuco de Almeida Braga Rebello
                      
                      
                      2,457,099
                      
                      
                      
                      755,943
                      
                      
                      
                      3,213,042
                      
                      
                      
                      2.464
                      %Sylvia
      Nabuco de Almeida Braga
                      
                      
                      2,457,099
                      
                      
                      
                      755,943
                      
                      
                      
                      3,213,042
                      
                      
                      
                      2.464
                      %Antonio
      Carlos Dantas Mattos
                      
                      
                      386,310
                      
                      
                      
                      337,404
                      
                      
                      
                      723,714
                      
                      
                      
                      0.555
                      %Marcos
      Pessoa de Queiroz Falcão
                      
                      
                      430,408
                      
                      
                      
                      376,340
                      
                      
                      
                      806,748
                      
                      
                      
                      0.619
                      %Ney
      Villas-boas Marinho
                      
                      
                      1,490,696
                      
                      
                      
                      724,172
                      
                      
                      
                      2,214,868
                      
                      
                      
                      1.698
                      %Antônio
      de Pádua Bittencourt Neto
                      
                      
                      2,225,538
                      
                      
                      
                      1,482,552
                      
                      
                      
                      3,708,090
                      
                      
                      
                      2.843
                      %Alarico
      Silveira Neto
                      
                      
                      212,058
                      
                      
                      
                      85,412
                      
                      
                      
                      297,470
                      
                      
                      
                      0.228
                      %Luciano
      Soares
                      
                      
                      39,148
                      
                      
                      
                      274,834
                      
                      
                      
                      313,982
                      
                      
                      
                      0.241
                      %Brazil
      Silva I LLC
                      
                      
                      -
                      
                      
                      
                      23,065,402
                      
                      
                      
                      23,065,402
                      
                      
                      
                      17.686
                      %Pedro
      Moreira Salles
                      
                      
                      8,237,920
                      
                      
                      
                      4,359,884
                      
                      
                      
                      12,597,804
                      
                      
                      
                      9.660
                      %João
      Moreira Salles
                      
                      
                      8,237,920
                      
                      
                      
                      2,898,882
                      
                      
                      
                      11,136,802
                      
                      
                      
                      8.540
                      %Walther
      Moreira Salles Júnior
                      
                      
                      8,237,920
                      
                      
                      
                      1,924,880
                      
                      
                      
                      10,162,800
                      
                      
                      
                      7.793
                      %Lucas
      Espínola Moreira Salles
                      
                      
                      4,118,960
                      
                      
                      
                      3,153,940
                      
                      
                      
                      7,272,900
                      
                      
                      
                      5.577
                      %André
      Espínola Moreira Salles
                      
                      
                      4,118,960
                      
                      
                      
                      3,153,940
                      
                      
                      
                      7,272,900
                      
                      
                      
                      5.577
                      %Israel
      Vainboim
                      
                      
                      148
                      
                      
                      
                      1,439,504
                      
                      
                      
                      1,439,652
                      
                      
                      
                      1.104
                      %Mauro
      Agonilha
                      
                      
                      -
                      
                      
                      
                      2,121,274
                      
                      
                      
                      2,121,274
                      
                      
                      
                      1.627
                      %Eloy
      de Macedo
                      
                      
                      -
                      
                      
                      
                      2,121,274
                      
                      
                      
                      2,121,274
                      
                      
                      
                      1.627
                      %Tomas
      Tomislav Antonin Zinner
                      
                      
                      -
                      
                      
                      
                      1,045,710
                      
                      
                      
                      1,045,710
                      
                      
                      
                      0.802
                      %Roberto
      Konder Bornhausen
                      
                      
                      -
                      
                      
                      
                      106,364
                      
                      
                      
                      106,364
                      
                      
                      
                      0.082
                      %Carlos
      Leoni Rodrigues Siqueira
                      
                      
                      -
                      
                      
                      
                      243,502
                      
                      
                      
                      243,502
                      
                      
                      
                      0.187
                      %Total
                      
                      
                      65,903,656
                      
                      
                      
                      64,508,844
                      
                      
                      
                      130,412,500
                      
                      
                      
                      100.0000
                      %
  Exhibit
1.4
  PROMISSORY
NOTE
  No.
01/01
  Principal
Amount: R$[•]
  Place of
Issuance: São Paulo, Brazil
  Date of
Issuance: [•]
  Maturity
Date: [•]
  By this
single copy of Promissory Note, VOTORANTIM CELULOSE E PAPEL
S.A., a joint-stock company enrolled with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No.
60.643.228/0001-21, with its principal place of business in the City and State
of São Paulo, at Alameda Santos, 1.357, 8th floor
(hereinafter referred to as “Debtor”),
unconditionally promises to pay as of [•] to [Seller] (hereinafter referred to
as “Creditor”),
in cash and at the domicile of Creditor, in the City of [•], the amount of
R$[•], upon presentation of this Promissory Note.
  In the
event of late payment of this Promissory Note, the amount due and payable under
this Promissory Note shall be adjusted based on the reference rate of the
Settlement and Custody Special System for Federal securities, accruing monthly
and quoted by the Central Bank of Brazil (“Selic Rate”), or any
other legal rate that may replace the Selic Rate, from the date of issuance of
this Promissory Note to the date of actual payment hereof.
  This
Promissory Note is related to the Share Purchase Agreement executed on [•] [•],
[•] by and between Debtor, as Buyer, and Creditor, as Seller.
  São
Paulo, [•] , [•].
  Issuer:
  VOTORANTIM
CELULOSE E PAPEL S.A.
  Exhibit
1.5(a)
  Withholding Income Tax
(IRRF) - Buyer
  Group A
Sellers
 
 Shareholder
                        
                        % IRRFHaakon
      Lorentzen
                        
                        
                        0
                        %Erling
      Sven Lorentzen
                        
                        
                        0
                        %Ingeborg
      Lorentzen Ribeiro
                        
                        
                        0
                        %Victória
      Ragna Lorentzen Ribeiro
                        
                        
                        0
                        %GIF-II
                        
                        
                        0
                        %Oivind
      Harald Lorentzen
                        
                        
                        15
                        %Oivind
      Harald Lorentzen Trust
                        
                        
                        25
                        %Clear
      Water Navigation Ltd
                        
                        
                        25
                        %Thea
      Hack Lorentzen
                        
                        
                        15
                        %Lily
      Hack Lorentzen
                        
                        
                        15
                        %Claire
      W. Lorentzen
                        
                        
                        15
                        %Oivind
      H. H. Lorentzen
                        
                        
                        15
                        %Luke
      B.H. Lorentzen
                        
                        
                        15
                        %Evelyn
      Byrd L. Bell Trust
                        
                        
                        25
                        %
  
 
 Group B
Sellers
 
 Shareholder
                        
                        % IRRFNalbra
      S, LLC
                        
                        
                        15
                        %Pedro
      Luiz Bodin de Moraes
                        
                        
                        15
                        %Sylvia
      Maria da Glória de Mello Franco Nabuco
                        
                        
                        0
                        %Maria
      do Carmo Nabuco de Almeida Braga
                        
                        
                        0
                        %Luis
      Antonio Nabuco de Almeida Braga
                        
                        
                        0
                        %Lúcia
      Nabuco de Almeida Braga Rebello
                        
                        
                        0
                        %Sylvia
      Nabuco de Almeida Braga
                        
                        
                        0
                        %Antonio
      Carlos Dantas Mattos
                        
                        
                        0
                        %Marcos
      Pessoa de Queiroz Falcão
                        
                        
                        0
                        %Ney
      Villas-boas Marinho
                        
                        
                        0
                        %Antônio
      de Pádua Bittencourt Neto
                        
                        
                        0
                        %Alarico
      Silveira Neto
                        
                        
                        0
                        %Luciano
      Soares
                        
                        
                        0
                        %Brazil
      Silva I LLC
                        
                        
                        15
                        %Pedro
      Moreira Salles
                        
                        
                        0
                        %João
      Moreira Salles
                        
                        
                        0
                        %Walther
      Moreira Salles Júnior
                        
                        
                        0
                        %Lucas
      Espínola Moreira Salles
                        
                        
                        0
                        %André
      Espínola Moreira Salles
                        
                        
                        0
                        %Israel
      Vainboim
                        
                        
                        0
                        %Mauro
      Agonilha
                        
                        
                        0
                        %Eloy
      de Macedo
                        
                        
                        0
                        %Tomas
      Tomislav Antonin Zinner
                        
                        
                        0
                        %Roberto
      Konder Bornhausen
                        
                        
                        0
                        %Carlos
      Leoni Rodrigues Siqueira
                        
                        
                        0
                        %
 Exhibit
1.5(b)
  Banking Data for Payment to
Sellers
 
 Group A Sellers
                                                                
                                                                Banking DataBank
                                                                
                                                                Branch
                                                                
                                                                
                                                                Account NumberErling
      Sven Lorentzen
                                                                
                                                                Unibanco
      (409)
                                                                
                                                                0300
                                                                
                                                                
                                                                104787-1Haakon
      Lorentzen
                                                                
                                                                Unibanco
      (409)
                                                                
                                                                0300
                                                                
                                                                
                                                                104158-5Ingeborg
      Lorentzen Ribeiro
                                                                
                                                                Unibanco
      (409)
                                                                
                                                                0300
                                                                
                                                                
                                                                104788-9Victoria
      Ragna Lorentzen Ribeiro
                                                                
                                                                Unibanco
      (409)
                                                                
                                                                0300
                                                                
                                                                
                                                                104789-7GIF-II
      Fundo de Investimentos em Participações
                                                                
                                                                Bradesco
      (237)
                                                                
                                                                2856-8
                                                                
                                                                
                                                                588427-6
  
  Oivind
      Harald Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164, USA ABA Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      Name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      – USAOivind
      Lorentzen Jr. Trust - Oivind Lorentzen III Fund
                              
                              CORRESPONDENT
      BANKHSBC
      BANK USA500
      Stanton Christiana Road, 2/OPS1,Newark,
      Delaware, USASWIFT
      CODE: MRMDUS33Fedwire
      ABA: 021001088CHIPS
      ABA: 0108BENEFICIARY
      BANK:The
      Bank of Bermuda Limited6
      Front StreetHamilton,
      BermudaCHIPS
      UID: 005584
  
 
 S.W.I.F.T.
      CODE: BBDA BMHMFURTHER
      CREDIT:Account
      No: 010-165678-502Account
      Name: Codan Trust Company Limited U.S. Dollar Trust
  AccountREFERENCE:Matter
      No. 017040 / Oivind Lorentzen Jr. Trust – Oivind III
  FundOivind
      Lorentzen Jr. Trust - Evelyn Bell Fund
                              
                              CORRESPONDENT
      BANK:HSBC
      BANK USA 500 Stanton Christiana Road, 2/OPS1 Newark, Delaware -
      USASWIFT
      CODE: MRMDUS33Fedwire
      ABA: 021001088 CHIPS ABA: 0108BENEFICIARY
      BANK: The Bank of Bermuda Limited6
      Front Street - Hamilton, BermudaCHIPS
      UID: 005584S.W.I.F.T.
      CODE: BBDA BMHMFURTHER
      CREDIT:Account
      No: 010-165678-502Account
      Name: Codan Trust Company LimitedU.S.
      Dollar Trust AccountREFERENCE:
      Matter No. 017040 / Oivind Lorentzen Jr. Trust - Evelyn
    FundClearwater
      Navigation Limited
                              
                              Beneficiary:
      10052062 Clearwater Navigation LimitedBank
      Code: ** COUTGB22ABeneficiary
      Bank: Coutts and Co.IPB-400,
      StrandLondon
      WC2R OQSIntermediary:
      Cert.# 348223
  
 
 Thea
      Hack Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164, USAABA
      Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      - USALily
      Hack Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164, USAABA
      Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      - USAClaire
      Warwick Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164, USAABA
      Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      - USAOivind
      Harald Hack Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164,
USA
  
 
 ABA
      Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      – USALuke
      Byrd Hack Lorentzen
                              
                              WACHOVIA
      NATIONAL BANKCHARLOTTE,
      North Carolina 28288-1164, USAABA
      Routing: 021-101-108SWIFT:
      PNBPUS33Acc.
      name: Oivind Lorentzen IIIAcc.
      Number: 8887655531Oivind
      Harald Lorentzen62
      Southfield Avenue - Suite 212Stamford
      - USA
  
  Group B Sellers
                                            
                                            Banking DataBank
                                            
                                            Branch
                                            
                                            Account NumberSylvia
      Maria da Glória de Mello Franco Nabuco
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.116-2Maria
      do Carmo Nabuco de Almeida Braga
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.114-7Luis
      Antonio Nabuco de Almeida Braga
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            104.202-1Lúcia
      Nabuco de Almeida Braga Rebello
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.117-0Sylvia
      Nabuco de Almeida Braga
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.118-8Antonio
      Carlos Dantas Mattos
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.125-3Marcos
      Pessoa de Queiroz Falcão
                                            
                                            Itaú
      (341)
                                            
                                            3789
                                            
                                            05584-9Ney
      Villas-Boas Marinho
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.256-6Antônio
      de Pádua Bittencourt Neto
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.263-2Alarico
      Silveira Neto
                                            
                                            Bradesco
      (237)
                                            
                                            2773-1
                                            
                                            1430-3Luciano
      Soares
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            105.414-1Pedro
      Luiz Bodin de Moraes
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            104.227-8Nalbra
      S, LLC
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            104.777-2Brazil
      Silva I LLC
                                            
                                            Unibanco
      (409)
                                            
                                            0398
                                            
                                            107.850-8Pedro
      Moreira Salles
                                            
                                            Unibanco
      (409)
                                            
                                            0927
                                            
                                            202.159-4João
      Moreira Salles
                                            
                                            Unibanco
      (409)
                                            
                                            0927
                                            
                                            202.161-0Walther
      Moreira Salles Júnior
                                            
                                            Unibanco
      (409)
                                            
                                            0927
                                            
                                            202.160-2Lucas
      Espínola Moreira Salles
                                            
                                            Unibanco
      (409)
                                            
                                            0927
                                            
                                            202.184-2André
      Espínola Moreira Salles
                                            
                                            Unibanco
      (409)
                                            
                                            0927
                                            
                                            202.185-9Israel
      Vainboim
                                            
                                            Unibanco
      (409)
                                            
                                            0398
                                            
                                            822.642-3Mauro
      Agonilha
                                            
                                            Unibanco
      (409)
                                            
                                            0398
                                            
                                            822.919-5Eloy
      de Macedo
                                            
                                            Unibanco
      (409)
                                            
                                            0398
                                            
                                            105.914-4Tomas
      Tomislav Antonin Zinner
                                            
                                            Unibanco
      (409)
                                            
                                            0300
                                            
                                            820.907-8Roberto
      Konder Bornhausen
                                            
                                            Unibanco
      (409)
                                            
                                            0398
                                            
                                            820.817-3Carlos
      Leoni Rodrigues Siqueira
                                            
                                            Unibanco
      (409)
                                            
                                            0240
                                            
                                            820.002-6
 Exhibit
3.1.3(a)
  Company
Shares
 
 Company Shareholder
                                            
                                            Registered Common Shares (ON)Arapar
                                            
                                            
                                            62,300,207São Teófilo
                                            
                                            
                                            65,206,250Total
                                            
                                            
                                            127,506,457
  Exhibit
3.1.3(b)
  As a
condition for the negotiations in progress between the Company and the financial
institutions for purposes of reviewing the transactions they carried out with
derivatives, the financial institutions may require Arapar and São Teófilo to
encumber the Company shares they own so as to guarantee the obligations
undertaken or that may be undertaken by the Company.
  Accordingly,
Arapar and São Teófilo, as holders of the Company shares, may enter into an
agreement reflecting the provisions above, and Buyers of Arapar and São Teófilo
shares undertake the obligation to cause the companies now acquired to comply
with the obligation to encumber the Company shares now directly held by Arapar
and São Teófilo as a guarantee of the obligations undertaken by the Company
before the financial institutions.
  It should
be worthy of note that the encumbrance, so as to be effective, shall be subject
to the prior approval of Arainvest Participações S.A. (Arainvest), by operation
of a shareholders agreement executed on February 5, 2003.
  
  Buyer
hereby undertakes to obtain the approval of Arainvest, indemnifying, defending
and holding Sellers harmless against any complaint or questioning, be it from
Arainvest of from the Company's creditor financial institutions.
  Buyer
acknowledges that the guarantee to be granted shall not modify or exempt it from
the obligation to pay the price of sale of Sellers’ indirect interest in the
Company that is the subject matter of the Agreement, as well as that its
granting comprises the indemnification included in sections 3.2.5 e 5.4 of the
Agreement entered into by the parties.
  Exhibit
3.1.4(a)
  Arapar Trial Balance
Sheet
  ARAPAR
S.A.
  BALANCE
SHEET
  InReais
 
 1/19/2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                
                                
                                84,398.82.Securities
                                
                                
                                3,452,354
      01Taxes
      recoverable
                                
                                
                                276,540.84Taxes
      recoverable (provision)
                                
                                
                                11,252.79Court
      deposits PIS/Cofins
                                
                                
                                1,038,508.444,863,054.90PERMANENT
      ASSETSInvestmentsIn
      subsidiaries
                                
                                
                                345,556,271.16Deferred
      charges
                                
                                
                                9,129,404.05354,685,675.21TOTAL
      ASSETS
                                
                                
                                359,548,730.11LIABILITIES
      AND SHAREHOLDERS' EQUITYCURRENT
      LIABILITIESPIS/Cofins
                                
                                
                                4,851,325.804,851,325.80SHAREHOLDERS
      EQUITYCapital
      stock
                                
                                
                                300,182,511.62Capital
      reserves
                                
                                
                                32,941,379.20Profit
      reserve
                                
                                
                                9,236,883.55Retained
      earnings
                                
                                
                                13,773,379.46Income
      for the year
                                
                                
                                (1,436,749.52
                                )354,697,404.31TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                                
                                
                                359,548,730.11
  
  (sgd)
  Luiz
Aranha Corrêa do Lago
  Executive
Officer
  (sgd)
  Ricardo
Dutton Machado
  Accountant
  CRC-RJ
072704-O
  ARAPAR
S.A.
  STATEMENT
OF INCOME
  In Reais
 
 1/19/2008OPERATING
      EXPENSESAdministrative
      expenses
                              
                              
                              (1,392,395.78
                              )FinancialFinancial
      expenses
                              
                              
                              (72,936.96
                              )Financial
      revenues
                              
                              
                              28,583.22(1,436,749.52
                              )OPERATING
      INCOME
                              
                              
                              (1,436,749.52
                              )INCOME
      BEFORE INCOME AND SOCIAL CONTRIBUTION TAXES AND REVERSAL OF INTEREST ON
      SHAREHOLDER’S EQUITY
                              
                              
                              (1,436,749.52
                              )NET
      INCOME FOR THE YEAR
                              
                              
                              (1,436,749.52
                              )NUMBER
      OF SHARES OF CAPITAL STOCK AT THE END OF THE YEAR – IN
      THOUSANDS
                              
                              
                              1,155,454NET
      EARNINGS PER THOUSAND SHARES - R$
                              
                              
                              (1,243.45
                              )
  (sgd)
  Luiz
Aranha Corrêa do Lago
  Executive
Officer
  
  (sgd)
  Ricardo
Dutton Machado
  Accountant
  CRC-RJ
072704-0
  São Teófilo Trial Balance
Sheet
  São
Teófilo Representação e Participações S.A.
  C.N.P.J.
- 03.214.652/0001-17
  Trial
Balance Sheet as of January 19, 2009
 
 ReaisAssetsCurrent
      assetsBanks
      checking account
                                                                              
                                                                              
                                                                              1,220.95Securities
                                                                              
                                                                              
                                                                              3,914,258.63Tax
      credits
                                                                              
                                                                              
                                                                              6,361,975.0810,277,454.66Long-term
      receivablesDeferred
      income and social contribution taxes
                                                                              
                                                                              
                                                                              6,049,297.266,049,297.26Permanent
      assetsInvestments
                                                                              
                                                                              
                                                                              361,675,021.20Deferred
      charges
                                                                              
                                                                              
                                                                              59,544,003.48421,219,024.68Total
      assets
                                                                              
                                                                              
                                                                              437,545,776.60LiabilitiesLong-term
      liabilitiesLegal
      proceedings - PIS and COFINS
                                                                              
                                                                              
                                                                              3,914,272.923,914,272.92Shareholders'
      equityCapital
      stock
                                                                              
                                                                              
                                                                              433,097,925.00Capital
      reserve
                                                                              
                                                                              
                                                                              20,331.84Profit
      reserve
                                                                              
                                                                              
                                                                              1,800,563.43Loss
      for the period
                                                                              
                                                                              
                                                                              (1,287,316.59
                                                                              )433,631,503.68Total
      liabilities
                                                                              
                                                                              
                                                                              437,545,776.60
  
  (sgd)
  (sgd)
  Marcelo
Negreti Gomes
  CRC No. 1
PR 048362/O6 S SP
  CPF No.
673.685.739-20
  Exhibit 3.1.4
(b)
  Arapar’s
Proceedings
  A)
Administrative Proceedings
  1-CASE
No. 10070.001877/2003-07
  Interested
party: Arapar S/A
  Subject:
DCTF - Opposition
  2-CASE
No. 10070.000812/2002-55
  Interested
party: Lorenpar S/A
  Subject:
Tax Assessment Notice - DCTF
  3-CASE
No. 10070.001876/2003-54
  Interested
party: Lorenpar S/A
  Subject:
DCTF - Opposition
  4-CASE
No. 10070.001984/2002-46
  Interested
party: Lorenpar S/A
  Subject:
Tax Assessment Notice - DCTF
  5-CASE
No. 10070.002246/2001-35
  Interested
party: Lorenpar S/A
  Subject:
Tax Assessment Notice - DCTF
  6-CASE
No. 10070.001982/2002-57
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
DCTF Opposition
  7-CASE
No. 10070.001981/2002-11
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
DCTF Opposition
  8-CASE
No. 10070.002241/2001-11
  Interested
party: Lorentzen Empreendimentos S/A
  
  Subject:
DCTF Opposition
  9-CASE
No. 10070.002885/2002-81
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  10-CASE
No. 10070.001250/2003-48
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  11-CASE
No. 11543.000097/98-90
  Interested
party: Lorenpar S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  12-CASE
No. 10070.100328/2007-30
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Request for payment of social contribution on net profit (CSLL) debits in
installments
  13-CASE
No. 18471-001.738/2005-26
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Undue deduction of expenses from IRPJ tax basis
  14-CASE
No. 10070.001872/2003-76
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
DCTF - Opposition
  15-CASE
No. 10070.001425/2001-55
  Interested
party: Arapar S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  16-CASE
No. 15374.004980/2001-38
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Assessment resulting from absence of calculation of expenses with credit card
(IRPJ)
  17-CASE
No. 15374.004979/2001-11 (origin: Federal Public Prosecutors’ Office (MPF)
0719000/1302/01)
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Assessment resulting from absence of calculation of expenses with credit card
(CSLL)
  18-CASE
No. 10070000850/2003-99
  Interested
party: Lorentzen Business Development Ltda.
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  19-CASE
No. 10070000852/2003-88
  Interested
party: Lorentzen Business Development Ltda.
  Subject:
Set off of Social Integration Program (PIS) debits against PIS
credits
  20-CASE
No. 10070000908/2003-02
  
  Interested
party: Lorentzen Empreendimentos S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  21-CASE
No. 10070002115/2004-09
  Interested
party: Arapar S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  22-CASE
No. 10070002113/2004-10
  Interested
party: Arapar S/A
  Subject:
Request for reimbursement of CSLL combined with request for set off
  23-CASE
No. 10070002114/2004-56
  Interested
party: Arapar S/A
  Subject:
Request for reimbursement of corporate income tax (IRPJ) combined with request
for set off
  24-CASE
No. 10070.002245/2001-91
  Interested
party: Caravelas Participações S/A
  Subject:
DCTF - Opposition
  25-CASE
No. 10070.001873/2003-11
  Interested
party: Brusara Participações Ltda.
  Subject:
DCTF - Opposition
  26-CASE
No. 10768.001486/2002-55
  Interested
party: Brusara Participações Ltda.
  Subject:
DCTF - Opposition
  27-CASE
No. 10768.004927/2002-71
  Interested
party: Brusara Participações Ltda.
  Subject:
DCTF - Opposition
  28-CASE
No. 1768.010692/2002-56
  Interested
party: Brusara Participações Ltda.
  Subject:
DCTF - Opposition
  29-CASE
No. 10070.001871/2003-21
  Interested
party: Jarapar Participações Ltda.
  Subject:
DCTF - Opposition
  30-CASE
No. 10768.001485/2002-19
  Interested
party: Jarapar Participações Ltda.
  Subject:
DCTF - Opposition
  31-CASE
No. 10768.0014872002-08
  Interested
party: Jarapar Participações Ltda.
  Subject:
DCTF - Opposition
  
  32-CASE
No. 1768.010691/2002-10
  Interested
party: Jarapar Participações Ltda.
  Subject:
DCTF - Opposition
  33-CASE
No. 1768.010693/2002-09
  Interested
party: Jarapar Participações Ltda.
  Subject:
DCTF - Opposition
  B)
Legal Proceedings
  1-ORDINARY
ACTION No. 2004.5101009159-5
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., ARAPAR S/A AND LORENPAR S/A X CAIXA ECONÔMICA
FEDERAL
  Court:
18thFEDERAL COURT/State of Rio de Janeiro
  2-ORDINARY
ACTION No. 2005.5101011519-1
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., CAMOCIM ADMINISTRADORA S/A, NORBRASA
EMPREENDIMENTOS S/A E ARAPAR S/A AND LORENPAR S/A X UNIÃO FEDERAL
  Court:
7th
FEDERAL COURT/State of Rio de Janeiro
  3-WRIT OF
MANDAMUS No. 200451010251057/ INTERLOCUTORY APPEAL No. 2005.02010023142/APPEAL
No. 2004.51010251057
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., ESL EMPREENDIMENTOS S.A, ARAPAR S/A, LORENPAR
S/A, NEBRA PARTICIPAÇÕES LTDA AND TIBA PARTICIPAÇÕES LTDA X FEDERAL REVENUE
OFFICE OF RIO DE JANEIRO.
  Court:
30th
FEDERAL COURT/State of Rio de Janeiro
  4-ORDINARY
ACTION No. 00.0716820-9 / MOTION TO STAY EXECUTION No. 96.0020887-5 CIVIL APPEAL
No. 98.02.04545-4
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., NORENO COM. E IND. S/A, NORSUL OFFSHORE S/A,
RIOBROKER (LORENTZEN, PLATOU E FIGUEIREDO), ELKEM LTDA. AND CIA DE NAVEGAÇÃO
NORSUL X NATIONAL TELECOMMUNICATIONS FUND
  Court:
6th
FEDERAL COURT / 4th SPECIAL
PANEL
  5-ORDINARY
ACTION No. 910007789-5 / MOTION TO STAY EXECUTION No. 950044134-9 / CIVIL APPEAL
No. 97.0241088-6
  Parties:
LORENTZEN EMPREENDIMENTOS S.A. AND NORSUL OFFSHORE S/A X FEDERAL
GOVERNMENT
  Court:
28th
FEDERAL COURT/3rd
SPECIALIZED PANEL OF THE REGIONAL FEDERAL COURT (TRF) – 2nd
REGION
  6-ORDINARY
ACTION No. 2004.51.01.011385-2 / CIVIL APPEAL NO.
2004.51.01.011385-2
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., ARAPAR S/A AND LORENPAR S/A X CAIXA ECONÔMICA
FEDERAL
  Court:
19th
FEDERAL COURT/State of Rio de Janeiro
  7-ORDINARY
ACTION No. 2006.51.01.009470-2 / CIVIL APPEAL No.
2006.51.01.009470-2
  Parties:
NEBRA PARTICIPAÇÕES LTDA AND TIBA PARTICIPAÇÕES LTDA X FEDERAL
GOVERNMENT
  
  Court:
12th
FEDERAL COURT/State of Rio de Janeiro
  8-WRIT OF
MANDAMUS No. 200651010137981/APPEAL No. 200651010137981
  Parties:
NORBRASA EMPREENDIMENTOS S.A. X FEDERAL REVENUE OFFICE OF RIO DE
JANEIRO
  Court:
3rd
FEDERAL COURT/State of Rio de Janeiro
  9-TAX
EXECUTION No. 2007.51.01.530488-0
  Parties:
NATIONAL TREASURY X NORBRASA EMPREENDIMENTOS S.A.
  Court:
1st
FEDERAL TAX EXECUTION COURT OF RIO DE JANEIRO
  São Teófilo’s
Proceedings
  A)  Administrative
Proceedings
  1-CASE
No. 10768.018070/89-19
  Interested
party: Vertex Participações S.A.
  Subject:
Miscellaneous Legal Matters - Other
  2-CASE
No. 10768.027520/89-56
  Interested
party: Vertex Participações S.A.
  Subject:
Tax – Actions filed against the National Treasury
  3-CASE
No. 10070.002247/2001-80
  Interested
party: Vertex Participações S.A.
  Subject:
Tax Assessment Notice - DCTF
  4-CASE
No. 10070.000809/2002-31
  Interested
party: Vertex Participações S.A.
  Subject:
Tax Monitoring Control Division - DERAT-RJO
  5-CASE
No. 10070.000808/2002-97
  Interested
party: Vertex Participações S.A.
  Subject:
Tax Monitoring Control Division - DERAT-RJO
  6-CASE
No. 10070.001392/2007-39
  Interested
party: Vertex Participações S.A.
  Subject:
Information and Complaint - IRPJ
  7-CASE
No. 10070.002253/2001-37
  Interested
party: Vitória Participações S.A.
  Subject:
Tax Assessment Notice - DCTF
  8-CASE
No. 10070.000810/2002-66
  Interested
party: Vitória Participações S.A.
  Subject:
Tax Assessment Notice - DCTF
  9-CASE
No. 10070.001978/2002-99
  
  Interested
party: Vitória Participações S.A.
  Subject:
Tax Assessment Notice - DCTF
  10-CASE
No. 10070.001868/2003-16
  Interested
party: Vitória Participações S.A.
  Subject:
DCTF - Opposition
  11-CASE
No. 13710.000526/2007-18
  Interested
party: Vitória Participações S.A.
  Subject:
Low Business Activity - Tax Matters
  B)  Legal
Proceedings
  1-WRIT OF
MANDAMUS No. 2006.61.00.015123-6
  Parties: São Teófilo
Representação e Participações S/A X Federal Revenue Office for Inspection in São
Paulo
  Court: 9th Federal Court/State of São
Paulo
  2-TAX
EXECUTION No. 2008.51.01.503044-9
  Party: Vitória Participações
S/A
  Court: 3rd Federal
Execution Court /State of Rio de Janeiro
 Exhibit
3.2.5
  1.      ALARICO SILVEIRA NETO,
Brazilian, married, lawyer, enrolled with the Individual Taxpayers Register of
the Ministry of Finance under No. 239.065.457-68 and with the Brazilian Bar
Association, Rio de Janeiro Chapter, under OAB/RJ 19.155, domiciled in the City
of Rio de Janeiro, State of Rio de Janeiro, at Av. Presidente Wilson No. 231,
9th
floor;
  2.      ALEX HARRY HEAGLER, Brazilian,
married, economist, bearer of identity card No. 946.928-IFP/RJ and enrolled with
the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
004.864.347-53, domiciled in the City and State of Rio de Janeiro, at Rua
Visconde de Pirajá No. 250, 4th
floor;
  3.           ANTONIO CARLOS DANTAS MATTOS,
Brazilian, divorced, economist, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 272.521.327-49 and with the
CORECON-1st Region under No. 7.770, domiciled in the City of Rio de Janeiro,
State of Rio de Janeiro, at Av. Presidente Wilson No. 231, 9th
floor;
  4.           CARLOS JURGEN TEMKE,
Brazilian, single, mechanical engineer, bearer of identity card No.
04.261.721-7, issued by IFP/RJ, enrolled with the Individual Taxpayers Register
of the Ministry of Finance under CPF/MF No. 610.818.507-44, resident and
domiciled in this city, at Av. Augusto Severo No. 8, 7th floor;
  5.           ELIEZER BATISTA DA SILVA,
Brazilian, married, civil engineer, enrolled with the Engineering and
Architecture Council under CREA No. 7008-D-5th Region,
bearer of identity card No. M/524.000-SSP/MF and enrolled with the Individual
Taxpayers Register of the Ministry of Finance under CPF/MF 607.40.50763,
domiciled in the City and State of Rio de Janeiro, at Av. Graça Aranha No. 01,
6th
floor;
  6.           ELOY DE MACEDO, Brazilian,
married, lawyer, domiciled in the City of São Paulo, State of São Paulo, at Av.
Eusébio Matoso No. 891, 22nd floor,
bearer of identity card OAB/SP 71.184 and enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No.
045.868.678-68;
  
  7.           FERNANDO OCTÁVIO MARTINS
ALVES, Brazilian, married, engineer, bearer of identity card No.
2.434.900-IFP/RJ, enrolled with the Individual Taxpayers’ Register of the
Ministry of Finance under CPF/MF No. 129.014.907-00, domiciled in the City and
State of Rio de Janeiro, at Av. Augusto Severo No. 8, 7th
floor;
  8.           FERNANDO ROBERTO MOREIRA
SALLES, Brazilian, married, industrialist, domiciled in the City of São
Paulo, State of São Paulo, at Av. Eusébio Matoso No. 891, 22nd floor,
bearer of identity card RG No. 2.066.712-7 SECC/RJ and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
002.938.068-53;
  9.           HAAKON LORENTZEN, Norwegian,
married, business man, bearer of identity card for foreigners RNE No.
W-2064-10-E, issued by SE/DPMAF/DPF, enrolled with the Individual Taxpayers’
Register of the Ministry of Finance under CPF/MF 667.258.797-72, domiciled in
the City and State of Rio de Janeiro, at Av. Augusto Severo No. 8, 7th
floor;
  10.         IGNÁCIO FERRAZ DE SÁ FREIRE
JÚNIOR, Brazilian, judicially separated, accountant, bearer of identity
card CRC/RJ No. 23.554-9, enrolled with the Individual Taxpayers Register of the
Ministry of Finance under CPF/MF No. 298.041.837-49, all of them resident and
domiciled in this city, at Av. Augusto Severo No. 8, 7th
floor;
  11. LUCIANO SOARES, Brazilian,
married under the complete separation of assets regime, economist, enrolled with
the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
007.555.737-14, bearer of identity card No. 07.823.930-8, issued by IFP/RJ,
domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Av.
Presidente Wilson No. 231, 9th
floor;
  12.         LUIZ ARANHA CORRÊA DO LAGO,
Brazilian, married, economist, bearer of identity card No. 2.259.223, issued by
IFP/RJ, enrolled with the Individual Taxpayers Register of the Ministry of
Finance under CPF/MF No. 375.703.317-53, resident and domiciled in this city, at
Av. Augusto Severo No. 8, 7th floor; and
  13.         MAURO AGONILHA, Brazilian,
married, accountant, domiciled in the City of São Paulo, State of São Paulo, at
Av. Eusébio Matoso No. 891, 22nd floor,
bearer of identity card RG No. 6.462.154-6 SSP/SP and enrolled with the
Individual Taxpayers Register of the Ministry of Finance under CPF/MF No.
577.141.008-00;
 Exhibit
4.3
  Request for Withdrawal of
Arapar’s Tax Actions
  1-WRIT OF
MANDAMUS No. 200451010251057/ INTERLOCUTORY APPEAL No. 2005.02010023142/APPEAL
No. 2004.51010251057
  Parties:
LORENTZEN EMPREENDIMENTOS S.A., ESL EMPREENDIMENTOS S.A, ARAPAR S/A, LORENPAR
S/A, NEBRA PARTICIPAÇÕES LTDA AND TIBA PARTICIPAÇÕES LTDA X FEDERAL REVENUE
OFFICE OF RIO DE JANEIRO.
  Court:
30th
FEDERAL COURT/State of Rio de Janeiro
  All pages
are initialed.
  
  san/rat/textos6a/voto26.doc
  5/26/09