Exhibit 10.4


 


Free English Translation


 


AMENDMENT


 


CONTRACT FOR ADMINISTRATION OF
THE AREAS


 


OF


 


HUMAN RESOURCES, INFORMATION
SYSTEMS, PROCUREMENT, AND TAXATION


 


In
Santiago, on July 5, 2004, between:


 


TERRANOVA S.A. (“Terranova”), a
corporation formed under the laws of Chile, [Taxpayer ID No.] 96.708.490-5,
domiciled at Apoquindo 3650 Piso 10, Comuna de Las Condes, Santiago, Chile,
successor company of Forestal Terranova S.A, represented by its General
Manager, Mr. Gonzalo Zegers Ruiz-Tagle, and by its Auditor, Mr. Patricio
Reyes Urrutia, both having the same domicile as their principal; and


 


MASISA S.A. (“Masisa”),
a corporation formed under the laws of Chile, [TIN] 92.257.000-0, domiciled at
Apoquindo 3650 Piso 10, Comuna de Las Condes, Santiago, Chile, represented by
its General Manager, Mr. Eduardo Vial Ruiz-Tagle, and by its
Administration and Finance Manager, Mr. Carlos Marín Olalla, both having
the same domicile as their principal; and


 


WHEREAS:


 


•                  Terranova and Masisa are Chilean open stock
corporations and independent legal entities. Terranova is the controlling
shareholder of Masisa and, as of the present date, owns 51,89% of the
subscribed and paid capital of the latter.


•                  To take advantage of synergies and obtain
savings that involve benefits for all of the shareholders of both companies,
the Parties agreed that Masisa will outsource to Terranova services for the
areas of human resources, information systems, procurement, and taxation.


•                  For the reasons stated above, on June 1,
2003, the parties signed a contract for administration of the areas of human
resources, information systems, procurement, and taxation.


•                  The Directors Committees of the respective
companies previously informed the Boards of Directors of [the companies] of the
transaction in this contract in accordance with Article 50 bis of Act No. 18,046,
because Forestal Terranova S.A. was the parent company of Masisa S.A


•                  The parties have reviewed the costs of the
services previously contracted and agreed on a new amount that reflects the
present costs and efforts of the managers and assistant managers involved.


•                  Further, because Terranova and Masisa have an
interest in extending this arrangement, the Parties agreed to expand the
outsourcing services, this time Terranova providing services to Masisa, in the
areas of taxation, social and environmental responsibility traffic [sic].


•                  Masisa, given the experience and knowledge that
Terranova has in the management of these [areas] through the system of shared
services for all of the Chilean and foreign subsidiaries [sic].


 


1





















 


•                  Masisa is interested in contracting Terranova’s
services in these areas based on the knowledge and experience the latter has in
the management of these [areas] through the system of shared services for all
the Chilean and foreign affiliates.


 


•                  Because this contract is a transaction between
related parties, since Terranova S.A. is the parent company of Masisa S.A., the
Directors Committees of the respective companies informed the Boards of
Directors of [the companies] of this transaction, in accordance with Article 50
bis of Act No. 18,046.


•                  The Boards of Directors of the parties have
approved the execution of this contract amendment.


 


Because of the Parties’ mutual interest, they
have agreed to execute the following amendment to the Administrative Services
Contract.


 


FIRST               Modification of Services


 


The
Parties modify Clause One, expanding it as follows:


 


Masisa
assigns to Terranova the administration and management services in the
corporate areas of logistics, social and environmental responsibility, and
taxation, which means that Terranova will manage and operate those corporate
areas, both for Masisa Holding and for all of its subsidiaries.


 


The
performance of this management [task] will include [making] suggestions to
Masisa’s Board of Directors about the assignment and removal of Terranova
personnel in each of the areas; reorganizing, creating, or eliminating sub
departments; price setting for external services; defining policies;
contracting for services and supplies, or renegotiating existing contracts,
contracting technical assistance; etc., all of which is subject to the
restrictions established in this contract.


 


During
Terranova’s management of each one of the mentioned areas, the respective
manager or assistant manager, or the Auditor, when appropriate, may use, at his
or her discretion, personnel hired by Masisa or by Terranova, both of which
will be in charge of compensating the employees on their respective payrolls.


 


Any
major decision that Terranova must make concerning the entrusted management
must be approved by Masisa’s General Manager.


 


Terranova
agrees that it will comply with current legal and regulatory norms in the
performance of the management duties entrusted to it by Masisa and that it will
ensure observance of the principles of sustainable development that Masisa
employs in its operations.


 


SECOND          Compensation and Expenses


 


Clause
Four of the contract, on Compensation and Expenses,
is amended such that starting on August 1, 2004, Terranova will pay Masisa


 


2





















 


US$
48,559 (forty-eight thousand five hundred fifty-eight [sic] dollars of the
United States of America)


 


For
its part, for providing the new services described in Clause One of this
contract, Masisa will pay Terranova net monthly compensation in the amount of
US$ 18,848 (eighteen thousand eight hundred forty-eight dollars of the United
States of America). This compensation will be net of any tax other than the
first category income tax that Terranova must pay in Chile on that income.


 


Payment
must be made in Chilean pesos, the national currency of Chile, within the first
five business days of each month following the month in which services have
been provided, according to the “observed” exchange rate for the dollar
published in the Official Gazette of Chile on the day payment is made.


 


In
the case of default or mere delay in the payment of the compensation, penalty
interest will accrue, in Terranova’s favor, at a rate equal to the highest
contractual interest rate allowed under Chilean law for adjustable
transactions.


 


The
Parties agree that the above fee may be periodically adjusted and, accordingly,
they agree to review [the fee] every six months.


 


Expenses
incurred by employees of Terranova while fulfilling this contract will be paid
directly or reimbursed, depending on the situation, by Terranova. Prior
approval from the General Manager or Manager of Administration and Finance, as
appropriate, of the latter company [sic] is required.


 


THIRD              Method of Payment: Compensation


 


Because
each party, considering the services that it will provide to the other, will
simultaneously be a creditor and a debtor, they agree to offset on a monthly
basis the amount that Masisa must pay Terranova against the payment that
Terranova must make to Masisa. Consequently, the net monthly balance that
Terranova must pay Masisa is US$ 29,709 (twenty-nine thousand seven hundred
nine dollars of the United States of America)


 


Terranova
will pay this sum of money according to the time period, currency, and other
conditions stated in the previous clause.


 


FOURTH          Effective period of the Contract and new obligations and rights.


 


Concerning
everything not modified [here], each and every one of the clauses originally
agreed-upon will fully govern.


 


Likewise,
Masisa and Terranova reciprocally assume all of the obligations of supplier and
consumer of services that were established in that contract, especially now
that Masisa also assumes the role of consumer of the services provided by
Terranova.


 


3





















 


Furthermore,
the agreements on semester reports (Clause Two); transactions between the
parties (Clause Three); starting date and duration of the contract (Clause
Four); confidentiality (Clause Six); conflict resolutions (Clause Seven);
applicable law (Clause Nine), apply reciprocally to each party.


 


Because
of the restructuring that is part of the synergy process, communications and
notices (Clause Eight) will only be received by Mr. Alejandro Droste
Bertolo, for Terranova, and Eduardo Vial Ruiz Tagle, for Masisa.


 


 


	
  For: TERRANOVA S.A. 

  	
  For: MASISA S.A.

  



 


4