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Joint Venture Agreement

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Title:

Joint Venture Agreement

Entities:

Votorantim Pulp & Paper Inc

Date:

2008

Size:

Preview shows 26KB of 102KB total

Price:

$41

ID:

#3285469

► Corporate ► Venture ► Joint Venture Agreements

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JOINT VENTURE AGREEMENT

This Joint Venture Agreement (herein the ?Agreement?) is made and entered into this 8th day of May 2007, by and between:

(a)

VOTORANTIM CELULOSE E PAPEL S.A., a corporation duly organized and existing under the laws of the Federative Republic of Brazil, with registered office at Alameda Santos, 1357, 6th floor, in the City of S?o Paulo, State of S?o Paulo, registered with the Corporate Taxpayers? Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 60.643.228/0001-21, herein duly represented by its legal representatives (?VCP?);

(b)

AHLSTROM LOUVEIRA LTDA., a company duly organized and existing under the laws of Brazil, with registered office at Rua Armando Steck, 770 - Capivari, in the City of Louveira, State of S?o Paulo, registered with the Corporate Taxpayers? Registry of the Brazilian Ministry of Finance - CNPJ/MF under No. 00.767.144/0001-78, herein duly represented by its attorneys-in-fact (the ?Ahlstrom?);

W I T N E S S E T H

WHEREAS, VCP is engaged in the manufacturing and trading of pulp, paper, and other byproducts of these materials;

WHEREAS, Ahlstrom is engaged in the development, manufacturing and marketing of high performance fiber-based materials, such as specialty papers and nonwovens;

WHEREAS, VCP and Ahlstrom wish to join efforts as business partners with regard to the operations of VCP?s plants known as Jacare? PM 1, Coater 2, and the Finishing Area (collectively the ?Business?), with a view towards increasing and streamlining these operations as well as expanding into new markets (?Joint Venture?);

WHEREAS, VCP shall incorporate a new corporation at Rodovia General Euryale de Jesus Zerbini, SP 66, Km 84, Sala B, Zona Rural, in the City of Jacare?, State of S?o Paulo (?Newco?);

WHEREAS, VCP shall transfer and assign to Newco, in exchange for shares of Newco, all the assets, agreements and employees used or employed in connection with the operation of the Business and certain specific liabilities;

WHEREAS, upon the terms and subject to the conditions set forth herein, Ahlstrom desires to own shares of Newco representing 60% (sixty percent) of its corporate capital to be acquired through the subscription of newly issued shares and the direct acquisition of shares from VCP; and

WHEREAS, the parties shall consummate other transactions set forth herein,

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, the parties agree as follows:

DEFINITIONS

For the purposes of this Agreement, capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them as follows:

?Affiliate? shall mean any Person directly or indirectly Controlling, Controlled by or under common Control with another Person.

?Agreement? shall mean this Agreement, as set forth in the Recitals.

?Ahlstrom Shares? shall mean the duly issued and outstanding Common Shares to be owned by Ahlstrom or its Affiliate on the Closing Date and that shall represent 60% (sixty per cent) of the total and voting capital of Newco.

?Amended and Restated Bylaws? shall mean the amended and restated By-laws of Newco substantially in the form attached hereto as Annex A.

?Asset Option Agreement? shall mean the agreement whereby Newco shall grant to VCP an option to acquire forty percent (fra??o ideal) of certain power co-generation equipment substantially in the form attached hereto as Annex A-1.

?Assumed Liabilities? shall have the meaning set out in Section 1.3 hereof.

?Brazilian GAAP? shall mean the generally accepted accounting principles in Brazil.

?Business? shall have the meaning set out in the Recitals above.

?Business Assets? shall mean all of the assets used or employed primarily in connection with the operation of the Business, including, but not limited to the assets, properties and rights set forth in Section 1.2 hereof.

?Business Day? shall mean a day (other than a Saturday or a Sunday) on which banks are generally open for business in S?o Paulo, SP, Brazil.

?Business Employees? shall have the meaning set out in Section 1.5.

?CADE? shall mean Conselho Administrativo de Defesa Econ?mica of the Brazilian Ministry of Justice.

?Call Notice? shall have the meaning set out in Section 4.1(b).

?Call Options? shall have the meaning set out in Section 4.1(a).

?Claim? shall mean any third party claims including, without limitation, judicial or administrative claims, resulting from fiscal audit at federal, state or municipal level.

?Closing? shall have the meaning set out in Section 3.1 hereof.

?Closing Date? shall have the meaning set out in Section 3.1 hereof.

?Common Shares? shall mean the voting common shares of the capital stock of Newco, including, without limitation, by means of subscription, acquisition, bonus distribution, split or reverse split or subscription rights.

?Contracts? shall have the meaning set out in Section 1.2(d).

?Control? means (i) the right to exercise a majority of the votes of a Person; together with (ii) the right to appoint, directly or indirectly, a majority of the directors of that Person or other persons who have the right to manage or supervise the management of the affairs and business of that Person.

?Definitive Agreements? shall mean this Agreement and any other agreement, document or instrument required to be executed pursuant to or in connection with this Agreement, including, but not limited to (i) the Minutes of Shareholders' Meetings; (ii) the Shareholders? Agreement; (iii) the Services Supply Agreement; (iv) Independent Representation Agreement; (v) Procurement Agreement; (vi) Utilities Agreement; (vii) Slush Pulp Supply Agreement; (viii) Shared Services Agreement; (ix) the ?LUMIMAX? Trademark License Agreement, (x) Transition Services Agreement, and the (xi) Operational and Maintenance Agreement.

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