TERRANOVA S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of March 24, 2005Deposit Agreement • October 13th, 2005 • Masisa S.A. • Lumber & wood products (no furniture) • New York
DEPOSIT AGREEMENT dated as of March 24, 2005 among TERRANOVA S.A., incorporated under the laws of Chile (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder.
MANAGEMENT CONTRACT AND FIRST AND IRREVOCABLE RIGHT OF REFUSAL TO REPURCHASEManagement Contract • November 14th, 2005 • Masisa S.A. • Lumber & wood products (no furniture)
FIBRANOVA C.A. (“Fibranova”), corporation established in accordance with the laws of the Bolivian Republic of Venezuela, located on Sixth Avenue, between the sixth and seventh cross street, Fifth Asunción, Altamira, Eduardo Miranda 0058, Caracas, Venezuela and for these purposes, located at 200 Alcántara Street, 5th floor, Comuna de Las Condes, Santiago, Chile, represented by Mr. Hernán Orellana Hurtado and Mr. Patricio Reyes Urrutia, of the same aforementioned address;
Free English TranslationTerranova S A • March 18th, 2005 • Blank checks
By and between the Republic of Venezuela, the National Executive represented by Minister of Agriculture and Livestock, Dr. WENCESLAO MANTILLA C., attorney at law, Venezuelan, of legal age, married, bearer of identity card number 75,508, who has sufficient authority to act as authorized by the President of the Republic, hereinafter “THE REPUBLIC”, party of the first part, and for the other part, the Company CORPORACION FORESTAL IMATACA, C.A., duly registered in the Register of Commerce kept by the Mercantile Register of the Judicial District of the Federal District and Miranda State on March 21, 1974 under the number 77, Volume 46-A, represented herein by its Vice President, CARLOS SEIJAS BRUNICARDI, Venezuelan, of legal age, married, domiciled in the city of Caracas, bearer of identity card number 742,685, duly authorized by the Board of Directors on December 13, 1988, hereinafter “THE CORPORATION”. The parties have convened in order to enter into this lease agreement: PRELIMINARY CLAU
MANAGEMENT AGREEMENT FOR HUMAN RESOURCES, SUPPLY, INFORMATION TECHNOLOGY, ACCOUNTING, TAX AND FINANCE FIELDSManagement Agreement • November 14th, 2005 • Masisa S.A. • Lumber & wood products (no furniture)
TERRANOVA BRASIL LTDA., a private company, with head office at BR - 280 Highway, no. 4116 — in the city of Rio Negrinho, in the State of Santa Catarina, dully registered with the CNPJ [National Registry of Legal Entities] under the no. 01.603.889/0001-64, State enrollment no. 253.488.389, herein represented by their proxies, hereinafter “CONTRACTING PARTY”, on one side, and
CONTRACT FOR THE SALE, MARKETING, AND DISTRIBUTION OF MDF MOLDING BETWEEN MASISA S.A. AND MASISA ARGENTINA S.A. AND TERRANOVA FOREST PRODUCTS, INC.Masisa S.A. • November 14th, 2005 • Lumber & wood products (no furniture)
TERRANOVA S.A., a Chilean open stock corporation in the forestry business (“Terranova”), [Taxpayer ID No.] 96.802.690-9, represented by its General Manager, Mr. Gonzalo Zegers Ruiz-Tagle, and by its Auditor, Mr. Patricio Reyes Urrutia, all domiciled at Avenida Apoquindo N° 3650, piso 10, Comuna de Las Condes, Santiago;
Underwriting AgreementMasisa S.A. • December 2nd, 2005 • Lumber & wood products (no furniture) • New York
Masisa S.A., a corporation organized under the laws of Chile (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [7,948,850] American depositary shares of the Company (the “Underwritten ADSs”), representing an aggregate of [397,442,500] shares (the “Firm Underlying Shares”) of common stock of the Company with no par value (the “Stock”). The stockholders of the Company named in Schedule II hereto (each a “Selling Stockholder”) propose to sell at the option of the Underwriters, up to an additional [ ] American depositary shares (the “Option ADSs”), representing an aggregate of [ ] shares (the “Option Underlying Shares”) of Stock, for the sole purpose of covering sales of American depositary shares in excess of the number of the Underwritten ADSs due to over allotments. The Option Underlying Shares, together with the Firm Underlying Shares
Free English TranslationMasisa S.A. • November 14th, 2005 • Lumber & wood products (no furniture)
LEASE EXECUTED AND ENTERED INTO BY RACINE, S.A. DE C.V., HEREBY REPRESENTED BY MR. SERGIO SILBERSTEIN ZYMAN (“LESSOR”) AND “FORESTAL, TERRANOVA MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY MR. EDUARDO ANDRES FERRETTI RODRIGUEZ (“LESSEE”) IN ACCORDANCE WITH THE FOLLOWING:
AMENDMENT CONTRACT FOR ADMINISTRATION OF THE AREAS OF HUMAN RESOURCES, INFORMATION SYSTEMS, PROCUREMENT, AND TAXATIONMasisa S.A. • November 14th, 2005 • Lumber & wood products (no furniture)
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
WOOD BOARD ADHESIVE PURCHASE AND SUPPLY CONTRACTWood Board Adhesive Purchase • November 14th, 2005 • Masisa S.A. • Lumber & wood products (no furniture)
In Santiago, Chile, on November 15, 1999, Oxinova C.A. (hereinafter “Oxinova”), a business corporation established and operating under the laws of the Republic of Venezuela in the industrial sector, represented herein by Edmundo Puentes Ruiz, on the one hand; and Fibranova C.A. (hereinafter “Fibranova”), a business corporation established and operating under the laws of the Republic of Venezuela in the industrial sector, represented herein by Julian Sanchez del Valle and Fernando de Solminihac Tampier, on the other, both corporations hereinafter referred to as the “Parties,” agree to enter into the Wood Panel Adhesive Purchase and Supply Contract.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • December 2nd, 2005 • Masisa S.A. • Lumber & wood products (no furniture) • New York
RIGHTS AGENCY AGREEMENT dated as of , 2005 (this “Agreement”) between Masisa S.A., a company incorporated under the laws of Chile (the “Company”), The Bank of New York, a New York banking corporation (the “ADS Rights Agent).
PREMDOR LETTERHEAD]Alliance Agreement • March 18th, 2005 • Terranova S A • Blank checks • Ontario
Pursuant to our Strategic Alliance Agreement, this letter will confirm our agreement as to the initial pricing for pine stile and rail doors, pine french doors and pine finger joint jambs and casing:
Free English TranslationMasisa S.A. • November 14th, 2005 • Lumber & wood products (no furniture)
Sublease agreement entered between Maderas y Sinteticos de Mexico, S. A. de C. V. (variable stock corporation), herein represented by Mr. Jaime Esteban Rojas Sateler, hereinafter designated as the “Sublessor”, and Forestal Terranova Mexico, S. A. de C. V. (variable stock corporation), herein represented by Mr. Michel C. Asselot, hereinafter designated as the “Sublessee”, in accordance with the following declarations and clauses.
