Share Purchase Agreement dated October 3rd, 2005



 Exhibit 10.3 

  
 SHARE PURCHASE AGREEMENT 
  
 AMONG 
  
 MAGHREB PRIVATE EQUITY FUND LTD, 
  
 CAPITAL MOROCCO, 
  
 ACCESS CAPITAL ATLANTIQUE MAROC, 
  
 AFRIC-INVEST Limited, 
  
 ATIJARIWAFA BANK, 
  
 Ms. Hanane MECHAT, 
  
 AND 
  
 INTERNATIONAL PAPER CONTAINER HOLDINGS (Spain) S.L. 
  
 DATED OCTOBER 3rd, 2005 
  








  
 Table of Contents

  

					
	 ARTICLE I DEFINITIONS
	  	5
			
	 1.1
	  	 Defined Terms
	  	5
			
	 1.2
	  	 Presumption and Headings
	  	7
		
	 ARTICLE II PURCHASE AND SALE
	  	7
			
	 2.1
	  	 Purchase and Sale of the Transferred Shares
	  	7
			
	 2.2
	  	 Consideration for the Transferred Shares
	  	8
	 2.2.1
	  	 Purchase Price
	  	8
	 2.2.2
	  	 Method of Payment
	  	8
		
	 ARTICLE III CLOSING
	  	9
			
	 3.1
	  	 Date and Place of Closing
	  	9
			
	 3.2
	  	 Closing Deliveries
	  	9
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	  	9
			
	 4.1
	  	 Representations and Warranties of the Sellers
	  	9
	 4.1.1
	  	 Authority, Powers and Enforceability
	  	9
	 4.1.2
	  	 Good Standing
	  	10
	 4.1.3
	  	 Ownership and Transferability of the Transferred Shares
	  	10
	 4.1.4
	  	 Third Party Consents
	  	10
	 4.1.5
	  	 Truthfulness of the Representations
	  	10
			
	 4.2
	  	 Representations and Warranties of the Purchaser
	  	10
	 4.2.1
	  	 Authority, Powers and Enforceability
	  	11
	 4.2.2
	  	 Good Standing
	  	11
			
	 4.3
	  	 Sanctions in case of inacurateness of the representations and warranties
	  	11
		
	 ARTICLE V CONDITIONS PRECEDENT
	  	11
			
	 5.1
	  	 Condition to Obligation of both Parties to Close
	  	11
	 5.1.1
	  	 No Legal Impediment
	  	12
			
	 5.2
	  	 Conditions to Obligation of the Purchaser to Close
	  	12
	 5.2.1
	  	 Prior acquisition of the Controlling Block
	  	12
	 5.2.2
	  	 Representations and Warranties True and Correct
	  	12
	 5.2.3
	  	 Compliance with the Obligations of this Agreement
	  	12
	 5.2.4
	  	 No Material Adverse Change
	  	12











					
	 5.3
	  	 Condition to Obligation of the Sellers to Close
	  	12
	 5.3.1
	  	 Representations and Warranties True and Correct
	  	13
		
	 ARTICLE VI TERMINATION
	  	13
			
	 6.1
	  	 Grounds for Termination
	  	13
			
	 6.2
	  	 Effect of Termination
	  	13
		
	 ARTICLE VII MISCELLANEOUS PROVISIONS
	  	14
			
	 7.1
	  	 Publicity
	  	14
			
	 7.2
	  	 Confidentiality
	  	14
			
	 7.3
	  	 Fees and Expenses
	  	14
			
	 7.4
	  	 Notices
	  	14
			
	 7.5
	  	 Transfer
	  	16
			
	 7.6
	  	 No Shop
	  	16
			
	 7.7
	  	 Entire Agreement
	  	16
			
	 7.8
	  	 Modifications and Waivers
	  	16
			
	 7.9
	  	 Severability
	  	17
			
	 7.10
	  	 Governing Law
	  	17
			
	 7.11
	  	 Dispute Resolution
	  	17

  

 3 








  
 SHARE PURCHASE AGREEMENT

  
 BETWEEN THE UNDERSIGNED: 
  
 I.P. CONTAINER HOLDINGS (Spain) S.L., a company organized and
existing under the laws of Spain with capital of EUR 6,000, wholly-owned by International Paper Company, and having its registered office at 20, General Yagüe, Madrid, 28020 and currently undergoing registration of its company number (the
“Purchaser”), duly represented by Mr. Marc Van Lieshout,, 
  
 Hereinafter referred as the “Buyer”, on the one hand, 
 and 
  
 MAGHREB PRIVATE EQUITY FUND LTD, a société anonyme organized and existing under the laws of
Jersey, with capital of USD 23,196,000 and having its registered office in at 47, Esplanade Saint-Hélier in Jersey (“MAGHREB PRIVATE EQUITY FUND”), duly represented by Mr. Mohammed Ibrahim Eljaï, 
  
 CAPITAL MOROCCO, a limited partnership organized and existing under
the laws of Jersey, and having its registered office at 47, Esplanade Saint Helier in Jersey (“CAPITAL MOROCCO”), duly represented by Mr. Mehdi Tahiri, 
  
 ACCESS CAPITAL ATLANTIQUE MAROC, a société anonyme organized and existing under the laws of
Morocco with capital of MAD 99,000,000, and having its registered office at 199, angle boulevard Zerktouni and rue d’Avignon in Casablanca (Morocco) (“ACCESS CAPITAL”), duly represented by Mr. Hassan Laaziri, 
  
 AFRIC INVEST Limited, a company organized and existing under the laws
of Mauritius, and having its registered office at Suite 520, Barkly Wharf, Le Caudan Waterfront in Port-Louis (Mauritius) (“AFRIC INVEST”), duly represented by Mr. Mohamed Ibrahim El Jai, 
  
 ATIJARIWAFA BANK, a société anonyme organized and
existing under the laws of Morocco with capital of MAD 1,929,959.600, and having its registered office at 2, Boulevard Moulay Youssef, in Casablanca (Morocco) , duly represented by Mr. Mohamed EL Kettani et Boubker El Jai, 
  
 Ms. Hanane MECHAT, a Moroccan national born on November 9,
1961 in Casablanca and having her main residence at rue du Golfe Arabique, Lot. Lamchichia N. 59 in Casablanca (Morocco) (“Hanane MECHAT”), 
  
 (each referred to individually as a “Seller” and, collectively, as the “Sellers”), 
  
 on the other hand. 
  
 Each of the Sellers and the Purchaser are referred to individually as a
“Party” and collectively as the “Parties”. 









 RECITALS 
  

WHEREAS, pursuant to a share purchase agreement dated September 15th, 2005 (the “Main SPA”) between FINANCIERE PAPIER ET CARTON KADIRIA - FINAPACK, a société anonyme (corporation)
with managing board and supervising board organized and existing under the laws of Morocco with a share capital of MAD 226,000,000 (“FINAPACK”), and the Purchaser, FINAPACK agreed to sell to the Purchaser, and the Purchaser agreed to
purchase from FINAPACK, fifty-one percent (51 %) of all of the outstanding shares of CMCP at the Closing Date (the “Controlling Block”); 
  
 WHEREAS, upon completion of the share exchange transaction with COFIPAC, the Sellers shall own collectively, on the Closing Date,
approximately fifteen point forty-nine percent (15.49%) of Groupe C.M.C.P., a société anonyme with managing board and supervising board, organized under the laws of Morocco with a capital of MAD 448,220,000, having
its head office at Kénitra, Quartier Industriel, Morocco, registered under number 9.919 with Kénitra Registry of Commerce (“CMCP”); 
  
 WHEREAS, the Purchaser has agreed to acquire additional shares of CMCP owned by the Sellers under the terms and conditions of this Agreement;

  
 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

  
 ARTICLE I 
 DEFINITIONS 
  

	1.1	Defined Terms 

  
 For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the following meanings: 
  

			
	Shares	  	means any or all of the outstanding shares of capital stock and voting rights of CMCP on a fully diluted basis;
		
	Transferred Shares	  	means 694,629 Shares transferred by the Sellers to the Purchaser under this Agreement, representing fifteen point forty-nine percent (15.49%) of the share capital and voting rights of
CMCP;
		
	Closing Date	  	shall have the meaning ascribed thereto in the Main SPA;
		
	Tax	  	means any tax (including income tax, profit tax, withholding tax, précompte, capital gains tax, value-added tax, sales tax, property tax, gift tax, real estate tax, excise tax,
retirement, unemployment, and social security contributions in any applicable jurisdiction), tariff or duty (including any stamp or customs duty) and any fine, penalty, interest or addition to tax imposed, assessed or collected by or under the
authority of any Governmental Authority;

  

 5 









			
	Business Day	  	means any day other than a Saturday, Sunday or other days on which banking institutions are authorized or obligated by Laws to be closed in Casablanca or Paris, as the case may
be;
		
	Law	  	means all applicable and enforceable treaties, laws, regulations, directives, circulaires, orders, decrees, judgments, injunctions, permits, approvals, authorizations, permissions or notices
applicable as of the Closing Date.
		
	Liens	  	means liens, pledges, mortgages, charges, security interests, burdens, encumbrances, options, pre-emption rights, voting agreements, guarantees, usufructs or other restrictions or limitations of
any nature whatsoever;
		
	Person	  	means any natural person, corporation, general or limited partnership, limited liability company, proprietorship, other business organization or entity, trust, union, unincorporated association,
Governmental Authority or other organization;
		
	Governmental Authority	  	means any government or any subdivision of the foregoing, authority, agency, commission, or other similar body including any control commission or similar regulatory body, or any court,
tribunal, or judicial or arbitral body of any jurisdiction;
		
	Closing	  	means the sale of the Transferred Shares by all of the Sellers to the Purchaser and the payment of the purchase price by the Purchaser to each of the Sellers as set forth under Article
2.2;
		
	Surety	  	Means any privileges, pledges, mortgages, charges, liens, options, preemption rights, voting conventions, guarantees, usufructs or other restrictions or limitations of any
nature.

  

 6 









	1.2	Presumption and Headings 

  
 The Parties acknowledge that each Party and its counsels have reviewed and revised this Agreement and that in the event an ambiguity or question of intent of the Parties
or interpretation arises regarding this Agreement, this Agreement (including any Schedules) shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party to this
Agreement by virtue of the authorship of any provisions to this Agreement. The Article headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

  
 ARTICLE II 
 PURCHASE AND SALE 
  

	2.1	Purchase and Sale of the Transferred Shares 

  
 Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, 
  
 MAGHREB PRIVATE EQUITY FUND shall sell to the Purchaser, and the Purchaser shall purchase from MAGHREB PRIVATE EQUITY FUND,
one hundred eighty-seven thousand one hundred twenty-six (187,126) Shares representing 4.17% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  
 CAPITAL MOROCCO shall sell to the Purchaser, and the Purchaser shall purchase
from CAPITAL MOROCCO, one hundred eighty-seven thousand one hundred and eight (187,108) Shares representing 4.17% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  
 ACCESS CAPITAL shall sell to the Purchaser, and the Purchaser shall purchase
from ACCESS CAPITAL, one hundred eighty-seven thousand one hundred and eight (187,108) Shares representing 4.17% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  
 AFRIC INVEST shall sell to the Purchaser, and the Purchaser shall purchase
from AFRIC INVEST, eighty-seven thousand three hundred twenty-six (87,326) Shares representing 1.95% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  
 ATIJARIWAFA BANK shall sell to the Purchaser, and the Purchaser shall
purchase from ATIJARIWAFA BANK, twenty-eight thousand nine hundred ninety-nine (28,999) Shares representing 0.65% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  
 Hanane MECHAT shall sell to the Purchaser, and the Purchaser shall purchase
from Hanane MECHAT, sixteen thousand nine hundred sixty-two (16,962) Shares representing 0.38% of the share capital of CMCP, free and clear of any Lien, for the consideration set forth in Article 2.2; 
  

 7 








 IP shall have the economic rights attaching to all of the Shares purchased from the Sellers (the
“Transferred Shares”), with rights to dividends between the Purchaser and Sellers to be determined pro rata temporis as of July 1st, 2005. 
  

	2.2	Consideration for the Transferred Shares 

  

	 	2.2.1 	Purchase Price 

  
 The consideration payable by the Purchaser for the one hundred eighty-seven thousand one hundred twenty-six (187,126) Shares to be purchased from
MAGHREB PRIVATE EQUITY FUND shall be MAD 50.098.433,80 million (MAD fifty million and ninety eight thousand four hundred and thirty three); 
  
 The consideration payable by the Purchaser for the one hundred eighty-seven thousand one hundred and eight (187,108) Shares to be purchased from
CAPITAL MOROCCO shall be MAD 50.093.614,74 million (fifty million and ninety three thousand six hundred and fourteen); 
  
 The consideration payable by the Purchaser for the one hundred eighty-seven thousand one hundred and eight (187,108) Shares to be purchased from
ACCESS CAPITAL shall be MAD 50.0093.614,74 million (fifty million and ninety three thousand six hundred and fourteen); 
  
 The consideration payable by the Purchaser for the eighty-seven thousand three hundred twenty-six (87,326) Shares to be purchased from AFRIC INVEST
shall be MAD 23.379.411.90 million (twenty three million and three hundred and seventy nine thousand); 
  
 The consideration payable by the Purchaser for the twenty-eight thousand nine hundred ninety-nine (28,999) Shares to be purchased from ATIJARIWAFA
BANK shall be MAD 7.763.776,72 million (); 
  
 The consideration
payable by the Purchaser for the sixteen thousand nine hundred sixty-two (16,962) Shares to be purchased from Hanane MECHAT shall be MAD 4.541.162,82 million (). 
  

	 	2.2.2 	Method of Payment 

  
 On the Closing Date, the Purchaser shall pay to each of the Sellers the purchase price payable to it as set forth in Article 2.2.1 by wire transfer in
same day immediately available funds in Casablanca. The Purchaser shall wire to MAGHREB PRIVATE EQUITY FUND, CAPITAL MOROCCO and AFRIC INVEST, the EURO value at the date of signature of the present contract, of the amounts stipulated in Article
2.2.1 hereby, at a exchange rate of one EURO (1 EURO) for eleven Moroccan Dihrams (11 MAD). 
  

 8 








 ARTICLE III 
 CLOSING 
  

	3.1	Date and Place of Closing 

  
 Unless otherwise agreed in writing between the Parties, consummation of the transfers pursuant to the terms of this Agreement (the “Closing”) shall take place
at the offices of Société Générale Marocaine de Banque at Casablanca, at 10.00 a.m. (local time) on the later the date that is ten (10) Business Days following satisfaction (or waiver if permitted) of
the conditions referred to in Articles 5.1.1 
  

	3.2	Closing Deliveries 

  
 On the Closing Date: 
  
 (a) Each
Seller for its portion of the Transferred Shares shall deliver or shall cause to be delivered to the Purchaser: 
  

	 	(i)	transfer certificates and certified extracts from Shareholders Accounts or other documents necessary to effect the transfer of the Transferred Shares; 

  

	 	(ii)	copies of resolutions of the relevant corporate bodies of CMCP approving the transfer of the Transferred Shares to the Purchaser pursuant to this Agreement, to the extent that the
Laws or the bylaws require for such resolutions to be passed in order for such transfer of shares to be validly entered into. 

  
 (b) the Purchaser shall deliver or shall cause to be delivered to each of the Sellers, the purchase price payable to it as set forth in Article
2.2. by bank wire transfer in same day available funds in Casablanca to the account specified by each Seller whose coordinates shall be addressed to the Purchaser before the Closing Date. 
  
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
  

	4.1	Representations and Warranties of the Sellers 

  
 Each of the Sellers for its portion of the Transferred Shares hereby warrants to the Purchaser the accuracy and completeness of the representations contained in this
Article 4.1 as of the Closing Date. 
  

	 	4.1.1 	Authority, Powers and Enforceability 

  
 Each Seller has all the necessary powers and authority to enter into this Agreement, and to carry out obligations hereunder and to consummate the
transactions hereby contemplated. 
  

 9 








 Each Seller has all the necessary powers and authority to give the representations and warranties herein,
which constitute obligations validly binding said Seller pursuant to their terms. 
  
 This Agreement has been duly executed by each of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers, enforceable against it in accordance with its terms. 
  

	 	4.1.2 	Good Standing 

  
 Each of the Sellers has been duly and lawfully set up under the Laws of its place of incorporation, and its bylaws, as well as the functioning of its
corporate bodies, are in compliance with applicable Laws. 
  

	 	4.1.3 	Ownership and Transferability of the Transferred Shares 

  
 On the Closing Date, each Seller shall validly own its Transferred Shares, having acquired them pursuant to share a exchange transaction with COFIPAC.
Each Seller shall have the free disposal and the right to transfer the Transferred Shares owned by it to the Purchaser without any restriction whatsoever, except for the application of statutory clauses of CMCP as concerns the transfer of Shares.

  
 The transactions required for the proper completion of the
transfer of the Transferred Shares have been, or shall be, completed no later than the Closing Date, in accordance with applicable Laws, and shall validly transfer the ownership of the Transferred Shares to the benefit of the Purchaser. 

 

	 	4.1.4 	Third Party Consents 

  
 No third party consent, including from a Governmental Authority, is required for the completion of the transactions hereby contemplated. 
  

	 	4.1.5 	Truthfulness of the Representations 

  
 The Sellers guarantee, the truthfulness of the Representation made hereby. 
  
 The Sellers consent no guarantee whatsoever other than those stipulated in this Article 4.1 and in particular, no guarantee
relative to CMCP, its financial situation, its business or otherwise, which is recognized and accepted by the Purchaser who declares having carried out all audits that it deemed useful. 
  
 It is furthermore specified, as needed, that the Sellers have not, directly or indirectly, filled any management or
administrative function at CMCP and have not intervened in the management and administration of such company. 
  

	4.2	Representations and Warranties of the Purchaser 

  
 The Purchaser hereby represents and warrants to each of the Sellers that the statements contained in this Article shall be accurate as of the date hereof and as of the
Closing Date as though made as of the Closing Date. 
  

 10 









	 	4.2.1 	Authority, Powers and Enforceability 

  
 The Purchaser has all the necessary powers and authority to enter into this Agreement, and to carry out its obligations hereunder and consummate the
transactions hereby contemplated. 
  
 The Purchaser has all the
necessary powers and authority to give the representations and warranties herein, which constitute obligations validly binding said Purchaser pursuant to their terms. 
  
 This Agreement has been duly executed by the Purchaser and constitutes a legal, valid and binding obligation of the
Purchaser, enforceable against it in accordance with its terms. 
  

	 	4.2.2 	Good Standing 

  
 The Purchaser has been duly and lawfully set up under the Laws of its place of incorporation, and its bylaws, as well as the functioning of its corporate
bodies, are in compliance with applicable Laws. 
  

	4.3.	Sanction in case of inaccurateness of the representations and warranties 

  
 In case of inaccurateness of any of the representations and warranties made by the Purchaser hereby, contained in the present article that
may affect the validity of the transfer of the Transferred Shares, the sale of all the Transferred Shares shall be terminated, the Purchaser commits to transfer back all the Transferred shares to the Sellers, and the Sellers, for the part of the
Transferred shares which is related to them, shall commit to give back the Purchaser the price received in accordance to Article 2.2.1. of the present Contract. 
  

In case of inaccurateness of any of the representations and warranties contained hereby, made by one or several Sellers contained in the present Article, that would
affect the validity of the transfer of the Transferred Shares, the sale of the part of the Transferred Shares of the Seller or the Sellers, will be terminated, the Purchaser commits to transfer back all the Transferred shares to the Sellers, and the
Sellers, for the part of the Transferred shares which is related to them, shall commit to give back the Purchaser the price received in accordance to Article 2.2.1. of the present Contract. 
  
 ARTICLE V 
 CONDITIONS PRECEDENT 
  

	5.1	Conditions to Obligation of both Parties to Close 

  
 The respective obligation of each Party to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver, on or prior to the Closing
Date, of the following condition precedent: 
  

	 	5.1.1 	No Legal Impediment 

  
 No Law restraining or prohibiting the purchase of the Transferred Shares shall be in effect at the Closing Date, all consents that are necessary to
consummate such purchase shall have been obtained, and any applicable waiting periods thereunder shall have expired or been terminated. 
  

 11 









	5.2	Conditions to Obligation of the Purchaser to Close 

  
 The obligation of the Purchaser to consummate the transactions hereby contemplated shall be subject to the satisfaction or waiver, at or prior to the
Closing Date, of the following conditions precedent: 
  

	 	5.2.1 	Prior acquisition of the Controlling Block 

  
 The Purchaser shall have acquired the Controlling Block in accordance with the Main SPA. 
  

	 	5.2.2 	Representations and Warranties True and Correct 

  
 The representations and warranties of the Sellers made in this Agreement shall be true and correct in all material respects as of the date hereof and as
of the Closing Date. 
  

	 	5.2.3 	Compliance with the Obligations of this Agreement 

  
 The Sellers shall have complied in all material respects with all of their obligations and covenants under this Agreement, or shall have cured any
instance of material non-performance or non-compliance to the satisfaction of the Purchaser, on or before the Closing Date. 
  

	 	5.2.4 	No Material Adverse Change 

  
 No event, circumstance, loss, or other occurrence, occurring after the date of this Agreement, whether internal or external to the business of CMCP and
its subsidiaries, and having individually or in the aggregate with other events, circumstances, losses, or other occurrences, an effect which is materially adverse to the financial condition, results of operations, assets or prospects of CMCP or any
of its subsidiaries, or to the Purchaser as a majority shareholder of CMCP shall have occurred and be continuing on the Closing Date. 
  

	5.3	Condition to Obligation of the Sellers to Close 

  
 The obligation of the Sellers and each of them for its portion of the Transferred Shares to consummate the transactions hereby contemplated shall be
subject to the satisfaction or waiver, at or prior to the Closing Date, of the following condition precedent: 
  

	 	5.3.1 	Representations and Warranties True and Correct 

  
 The representations and warranties of the Purchaser made in this Agreement shall be true and correct in all material respects as of the date hereof and as
of the Closing Date. 
  

 12 








 ARTICLE VI 
 TERMINATION 
  

	6.1	Grounds for Termination 

  
 This Agreement may be terminated at any time prior to the Closing Date: 
  

	 	(i)	by the written agreement of each of the Purchaser and all of the Sellers; 

  

	 	(ii)	by the Purchaser in the case of a material breach by any of the Sellers of its covenants pursuant to this Agreement which is not cured within thirty (30) days of written notice
thereof given by the Purchaser to the breaching Seller, or by any of the Sellers in the case of a material breach by the Purchaser of its covenants pursuant to this Agreement which is not cured within thirty (30) days of written notice thereof
given any of the Sellers to the Purchaser; 

  

	 	(iii)	by either the Purchaser or any of the Sellers in the event that in the event that the transfer of the Controlling Block or the Closing shall not have occurred by December 21,
2005, in the absence of a breach by the Party seeking termination. 

  

	6.2	Effect of Termination 

  
 If this Agreement is terminated pursuant to Article 6.1 hereabove, such termination shall be without liability to either Party to this Agreement or any affiliate,
shareholder, director, officer or representative of such Party, except for liability arising from a breach of this Agreement, and all confidential information provided by either Party to any other shall be returned to that Party or, upon such
Party’s instruction, destroyed. 
  
 If terminated pursuant to Article
6.1 hereabove, this Agreement shall become void and of no further force or effect, except for the provisions of Article VII hereof and this Article 6.2. 
  

 13 








 ARTICLE VII 
 MISCELLANEOUS PROVISIONS 
  

	7.1	Publicity 

  
 (a) The Sellers and the Purchaser agree that, from the date hereof through the Closing Date, no public release or announcement concerning the transfers shall be issued by either Party without the prior consent of all
of the other Parties, except as such release or announcement may be required by Laws, in which case the Party required to make the release or announcement shall allow all of the other Parties reasonable time to comment on such release or
announcement in advance of such issuance. 
  
 (b) The Sellers and the Purchaser
agree not to disclose the purchase price of the Transferred Shares, except as legally required. 
  

	7.2	Confidentiality 

  
 Each of the Parties shall maintain, and shall cause its affiliates to maintain, in strict confidence, all information relating to the business of CMCP and its subsidiaries (including, but not limited to, intellectual
property rights and all information other than information which is or becomes readily obtainable from a public source through no fault of the Party disclosing the information). Without limiting the generality of the foregoing, each of the Parties
undertakes not to disclose, and shall cause its affiliates not to disclose, to a third party any information concerning CMCP or its subsidiaries except: 
  

	 	(i)	when required to disclose such information by Laws; or 

  

	 	(ii)	as authorized by the other Parties and to the extent necessary in the ordinary course of business, and in this case, the Party disclosing the information shall not itself use, and
shall cause its affiliates not to use, such information. 

  

	7.3	Fees and Expenses 

  
 Unless otherwise agreed, each of the Parties shall bear the expenses and fees incurred by it or for it in relation to this Agreement and the transfers, including the fees of any brokers and legal, accounting and
financial advisors. 
  

	7.4	Notices 

  
 Any notices or communications required or permitted to be given to any Party under this Agreement shall be addressed in writing to the persons and addresses indicated below, and shall be deemed to have been duly given
when delivered by hand, courier on D+1, or, if mailed with return receipt requested, as of the date certified by the return receipt, and, regardless of method, addressed to the Party at its email address or facsimile number set forth below (or at
such other address or facsimile number as such Party shall furnish the other Parties in accordance with this Section): 
  

 14 








 To the Purchaser: 
  
 INTERNATIONAL PAPER CONTAINER HOLDINGS (Spain) S.L. 
 20 General Yague 
 28020 Madrid 
 Espagne

 Attn: Mr. Marc Van Lieshout 
  
 With a copy to: 
  
 INTERNATIONAL PAPER (EUROPE SA) 
 Chaussée de la Hulpe 166 
 1170 Brussels 
 Attn: General Counsel 
 Facsimile: +32 2 7741259 
  
 To the Sellers: 
  
 MAGHREB PRIVATE EQUITY FUND: 
  
 C/O MAROC INVEST

 82, Angle boulevard Abdelmoumen et rue Soumaya 
 Residence
Sherezade- Casablanca 
 Facsimile: +212 222259960 
 Email:
brahi.eljai@marocinvest.com 
  
 CAPITAL MOROCCO: 
  
 C/O CAPITAL INVEST 
 30, Boulevard Moulay Youssef 
 Casablanca 
 Facsimile: +212 22273815 
 Email: m.tahiri@capitalinvest.co.ma 
  
 ACCESS CAPITAL: 
  
 199 Angle boulevard Zerktouni et rue Avignon 
 Casablanca 
 Facsimile: +212 22950953 
 Email: hlaaziri@acasa.ma 
  
 AFRIC INVEST: 
  
 C/O MAROC INVEST 
 82, Angle boulevard
Abdelmoumen et rue Soumaya 
  

 15 








 Residence Sherezade- Casablanca 
 Facsimile: +212 222259960 
 Email: brahi.eljai@marocinvest.com 
  
 ATIJARIWAFA BANK 
  
 2, Boulevard Moulay Youssef 
 Casablanca 
 Facsimile: 
 Email: 
  
 HananeMECHAT: 
 C/O Groupe CMCP 
 BP 2595 Casablanca 
 Facsimile: +212.22 35 07 54 
 Email: azizqadiri@cofipac.com 
  


	7.5	Transfer 

  
 No Party may assign or transfer, in any way whatsoever, its rights and obligations under this Agreement without the prior written consent of all of the other Parties. 
  

	7.6	No Shop 

  
 From the date hereof through the Closing Date, the Sellers and each of them for its portion of the Transferred Shares, shall stop all discussions with third parties regarding the sale of the all or part of the
Transferred Shares and shall abstain from any response to a third party solicitation in that regard. 
  

	7.7	Entire Agreement 

  
 This Agreement together embodies the entire agreement of the Parties hereto with respect to the subject matters hereof, and supersedes all prior agreements with respect thereto. 
  

	7.8	Modifications and Waivers 

  
 (a) This Agreement shall only be modified by a written agreement duly signed by all of the Parties hereto. 
  
 (b) Any waiver by a Party to one of its rights pursuant to this Agreement
shall only take effect if made in writing, and shall be strictly interpreted. 
  
 (c) No waiver of any one of the provisions of this Agreement shall constitute a waiver of any other provision. 
  

 16 









	7.9	Severability 

  
 If any of the provisions of this Agreement becomes null, illegal, unenforceable, or incapable of being performed in any manner whatsoever (hereinafter, “Disputed Provisions”): 
  
 (a) The validity and enforceability of the other provisions shall not be
affected or compromised in any way; and 
  
 (b) the Parties shall
negotiate in good faith in order to replace the Disputed Provisions with valid and enforceable provisions that are as close as possible to the Parties’ common intent or, if such common intent cannot be determined, the intent of those among the
Parties which the Disputed Provisions is supposed to protect. 
  

	7.10	Governing Law 

  
 This Agreement shall be governed by, and construed in accordance with, the laws of France to the fullest extent compatible with a mandatory provision of Moroccan law. 
  

	7.11	Dispute Resolution 

  
 (a) The Parties shall seek to resolve amicably any dispute between them arising out of, or in connection with this Agreement (including, without
limitation, in respect of the validity, interpretation, enforcement, breach or termination thereof), or any of the transactions contemplated hereby, through good faith negotiations for a period of ninety (90) days following written notice in
reasonable detail of the existence of such dispute by either Party to the other Parties. 
  
 (b) If at the end of such ninety (90) day period, the Parties shall have been unable to resolve such dispute, either Party may submit the matter to international arbitration for final settlement under the Rules
of Arbitration of the International Chamber of Commerce as in effect on the date of commencement of the arbitration. The arbitral tribunal shall be composed of three (3) arbitrators appointed in accordance with said Rules. The seat of
arbitration shall be Paris, France. The arbitration proceeding shall be conducted in the French language, provided that the Parties may file their submissions in French or English and that evidentiary documents and testimonies may be
submitted in their original language if such language is English. 
  
 (c) The arbitral tribunal shall not have the power to 
  

	 	(i)	alter or modify any of the express terms, provisions, or conditions of this Agreement, or 

  

	 	(ii)	act as “amiable compositeur”. 

  
 The arbitral award may include pre-award and/or post-award interest, at a rate of interest set in the discretion of the arbitral tribunal, but not in
excess of the rates of pre-judgment or post-judgment interest, as the case may be, permitted by applicable Laws. The award granted by the arbitral tribunal 

  

 17 








 
may be subject to a decision conferring authority to execute the award (exequatur) in any court having jurisdiction in the country in which assets of
any liable Party is located. The Parties agree that such award shall be enforceable in any country or countries in which such assets are found and agree to submit to enforceability of such award in such country or countries. 
  
 (d) The Parties shall use their best efforts to cause arbitration
proceedings arising under this Article 7.12 to proceed in a prompt and cost-effective manner, avoiding all undue delay and with the intention that the arbitration award is rendered not more than one hundred twenty (120) calendar days
from the date of the confirmation by the ICC of all of the members of the arbitral tribunal. 
  
 (e) The foregoing provisions of this Article 7.12 shall not preclude either Party from applying for any preliminary or interim injunctive remedies available from any court of competent jurisdiction where
necessary to protect its rights hereunder, including securing the subsequent enforcement of any arbitral award made pursuant to the procedures provided in this Article 7.12. 
  

 18 








 Done in Casablanca, and Brussels on September 15th 2005, 
  
 in seven (7) original counterparts. 
  

	
	INTERNATIONAL PAPER CONTAINER HOLDINGS (Spain) S.L.
	
	  
	Mr. Marc Van Lieshout
	President of the board of directors
	 Duly Authorized

	
	 MAGHREB PRIVATE EQUITY FUND LTD

	
	 
	Mr. Mohammed Ibrahim ELJAÏ
	 Duly Authorized

	
	 CAPITAL MOROCCO

	
	 
	Mr. Mehdi TAHIRI
	 Duly Authorized

	
	 ACCESS CAPITAL ATLANTIQUE MAROC

	
	 
	Mr. Hassan LAAZIRI
	 Duly Authorized

	
	 AFRIC-INVEST Limited

	
	 
	Mr. Mohamed Ibrahim EL JAI
	 Duly Authorized

	
	ATIJARIWAFABANK
	
	 Mohamed El Kettani and Boubker Jai

	 Duly Authorized


  

 19 









	
	 Hanane MECHAT

	
	  
	Ms. Hanane MECHAT

  

 20