Exhibit 4.2.2

EXECUTION VERSION

RESTATED

$223,000,000

PRE-EXPORT FINANCE AGREEMENT

as restated on 27 September, 2006 pursuant to a Restatement Agreement dated 27 September, 2006

for

VOTORANTIM CELULOSE E PAPEL S.A.

arranged by

ABN AMRO BANK N.V.

with

ABN AMRO BANK N.V.

as Agent and Trustee

---



CONTENTS

|1.  | Definitions   and Interpretation             | 5 
|--- | -------------------------------------------- | --
|    |                                              |   
|2.  | Loan Amounts                                 | 22
|    |                                              |   
|3.  | Purpose                                      | 23
|    |                                              |   
|4.  | Repayment                                    | 23
|    |                                              |   
|5.  | Prepayment                                   | 24
|    |                                              |   
|6.  | Interest                                     | 25
|    |                                              |   
|7.  | Interest   Periods                           | 27
|    |                                              |   
|8.  | Changes to   the Calculation of Interest     | 28
|    |                                              |   
|9.  | Not Used                                     | 29
|    |                                              |   
|10. | Tax Gross-Up   and Indemnities               | 29
|    |                                              |   
|11. | Increased   Costs                            | 30
|    |                                              |   
|12. | Other   Indemnities                          | 31
|    |                                              |   
|13. | Mitigation   by the Lenders                  | 33
|    |                                              |   
|14. | Costs and   Expenses                         | 33
|    |                                              |   
|15. | Guarantee   and Indemnity                    | 34
|    |                                              |   
|16. | Representations                              | 36
|    |                                              |   
|17. | Information   Undertakings                   | 42
|    |                                              |   
|18. | Financial   Covenants                        | 45
|    |                                              |   
|19. | General   Undertakings                       | 45
|    |                                              |   
|20. | Debt Service   Undertakings                  | 52
|    |                                              |   
|21. | Events of   Default                          | 54
|    |                                              |   
|22. | Changes to   the Lenders                     | 58
|    |                                              |   
|23. | Changes to   the Obligors                    | 62
|    |                                              |   
|24. | Role of the   Agent and the Arranger         | 62
|    |                                              |   
|25. | Role of   Trustee                            | 68
|    |                                              |   
|26. | Conduct of   Business by the Finance Parties | 75
|    |                                              |   
|27. | Sharing   among the Finance Parties          | 75
|    |                                              |   
|28. | Payment   Mechanics                          | 77
|    |                                              |   
|29. | Set-Off                                      | 79
|    |                                              |   
|30. | Application   of Proceeds                    | 79
|    |                                              |   
|31. | Notices                                      | 81
|    |                                              |   
|32. | Calculations   and Certificates              | 83
|    |                                              |   
|33. | Partial   Invalidity                         | 83
|    |                                              |   
|34. | Remedies and   Waivers                       | 83

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|35. | Amendments   and Waivers | 84
|--- | ------------------------ | --
|    |                          |   
|36. | Counterparts             | 84
|    |                          |   
|37. | Governing   Law          | 85
|    |                          |   
|38. | Enforcement              | 85

|Schedule 1   | The Existing Lenders                        | 86
|------------ | ------------------------------------------- | --
|             |                                             |   
|Schedule 2   | Form of Transfer   Certificate              | 87
|             |                                             |   
|Schedule 3   | Form of Compliance   Certificate            | 89
|             |                                             |   
|Schedule 4   | Payment Dates                               | 90
|             |                                             |   
|Schedule   5 | Initial   Buyers                            | 91
|             |                                             |   
|Schedule 6   | Form of Irrevocable Payment   Instructions  | 92
|             |                                             |   
|Schedule 7   | Form of Sales Contract   Designation Notice | 93

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THIS AGREEMENT is dated 27 September 2006 and made between:

|(1)         | VOTORANTIM CELULOSE E PAPEL S.A., a company   incorporated under the laws of the Federative Republic of Brazil, having its   principal place of business located at Alameda Santos, 1357  7, São Paulo    SP, enrolled with the CNPJ/MF under number 60.643.228/0001-21, as borrower   (the Borrower);                                                                                       
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(2)         | VCP OVERSEAS HOLDING LTD. BUDAPEST, BAAR BRANCH, a branch of VCP Overseas   Holding KFT (a company organised under the laws of Hungary), licensed in the   commercial register of the canton of Zug, Switzerland, as guarantor (the Guarantor);                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(3)         | ABN AMRO BANK N.V., as arranger (the Arranger);                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(4)         | THE FINANCIAL INSTITUTIONS listed in   Schedule 1 as Lenders (the Existing   Lenders);                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(5)         | ABN AMRO BANK N.V., as agent of the other   Finance Parties (the Agent);   and                                                                                                                                                                                                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(6)         | ABN AMRO BANK N.V. as trustee for the   Secured Parties (the Trustee).                                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|BACKGROUND:
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(A)         | The ABN   Loans (as defined below) are outstanding from the Borrower to the Existing   Lenders.                                                                                                                                                                                                                                                                                                  
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(B)         | The parties   hereto wished to restate the terms and conditions upon which the ABN Loans   (as defined below) are outstanding in relation to, in particular (but without   limitation), pricing and tenor.                                                                                                                                                                                       
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(C)         | The Borrower   has entered or will enter into one or more purchase agreements with the   Guarantor, pursuant to which the Borrower will sell or cause to sell goods   from Brazil to the Gurantor.                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(D)         | The   Guarantor has entered into or will enter into one or more sales agreements   with third party buyers, pursuant to which the Guarantor will sell or cause   to sell goods supplied by the Borrower to such third party buyers, the   proceeds of which sales are intended to be used to repay the ABN Loans (as   defined below).                                                           
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(E)         | The   Guarantor will provide a guarantee with respect to the liabilities and   obligations of the Borrower in the form contained in Clause 15 (Guarantee and Indemnity) of this   Agreement.                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(F)         | The   Guarantor has agreed to assign to the Trustee, for the benefit of the Secured   Parties (as defined below) certain deposits and sales receivables   pursuant to the Security Documents (as defined below).                                                                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                                                                  
|(G)         | Accordingly,   the parties have entered into the Restatement Agreement (as defined below) in   order to restate the terms and conditions upon which the ABN Loans (as   defined below) are outstanding on the terms and conditions of this Agreement   and to give effect to the wishes described in paragraphs (B), (C), (D), (E)   and (F) above as of the Restatement Date (as defined below).

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|IT IS AGREED as follows:
|------------------------
|                        
|1.                      
|                        
|1.1                     

| | In this   Agreement:                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                    
| | A Loan means the A1 Loan, the A2 Loan or   the A3 Loan.                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                    
| | A1 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed A1 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | A2 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed A2 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | A3 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed A3 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | A1 Loan Interest Payment Date means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (Payment Dates) as   an Interest Payment Date.                                                                                                    
| |                                                                                                                                                                                                                                                                                    
| | A2 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                        
| |                                                                                                                                                                                                                                                                                    
| | A3 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                        
| |                                                                                                                                                                                                                                                                                    
| | A Loan Repayment Date means each of the   Interest Payment Dates set out in Schedule 4 (Payment Dates) on which an amount of principal specified   in the column headed A Loan Principal Payment Amount is to be repaid on the   A Loan.                                       
| |                                                                                                                                                                                                                                                                                    
| | ABN Facility Agreement No. 1 means the   $50,000,000 Export Prepayment Agreement No. G-3605/03 dated December 3, 2003   between VCP Exportadora e Participações S.A. (now Votorantim Celulose e Papel   S.A.), as Borrower and ABN AMRO Bank N.V. as Bank.                       
| |                                                                                                                                                                                                                                                                                    
| | ABN Facility Agreement No. 2 means the   $50,000,000 Export Prepayment Agreement No. G-0852/05 dated March 29, 2005   between Votorantim Celulose e Papel S.A. as Borrower and ABN AMRO Bank N.V.   as Bank.                                                                     

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| | ABN Facility Agreements means the ABN   Facility Agreement No.1 and the ABN Facility Agreement No. 2.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 1 means the $50,000,000   principal amount outstanding from the Borrower to ABN AMRO Bank N.V. with   respect to the loan made available to the Borrower under the ABN Facility   Agreement No. 1 and originally registered with ROF number TA300227.                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 1 Accrued Interest Amount   means the amount of interest accrued but unpaid with respect to the ABN Loan   No. 1 as of the Restatement Date, being $1,075,072.92.                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 2 means the $50,000,000   principal amount outstanding from the Borrower to ABN AMRO Bank N.V. with   respect to the loan made available to the Borrower under the ABN Facility   Agreement No. 2 and originally registered with ROF number TA331696.                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 2 Accrued Interest Amount   means the amount of interest accrued but unpaid with respect to the ABN Loan   No. 2 as of the Restatement Date, being $56,729.17.                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 3 means the $123,000,000   principal amount outstanding from the Borrower to ABN AMRO Bank N.V. with   respect to the loan made available by ABN AMRO Bank N.V to the Borrower on 27   June 2006 and registered with ROF numbers TA383445, TA383447 and TA383450.                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loan No. 3 Accrued Interest Amount   means the amount of interest accrued but unpaid with respect to the ABN Loan   No. 3 as of the Restatement Date, being $722,548.74.                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ABN Loans means the ABN Loan No.1, the   ABN Loan No. 2 and the ABN Loan No. 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Aggregate Sales Value means, with   respect to any Coverage Period, the amount which is the aggregate of the   Sales Value of each Sales Contract for that Coverage Period.                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Affiliate means, in relation to any   Person, a Subsidiary of that Person or a Holding Company of that Person or   any other Subsidiary of that Holding Company.                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Applicable Law means any applicable   statute, law, regulation, ordinance, rule, judgment, rule of common law,   order, decree, approval (including any Governmental Approval), concession,   grant, franchise, license, agreement, directive, guideline, policy,   requirement or other governmental restriction or any similar form of decision   of, or determination by (or any interpretation or administration of any of   the foregoing by), any Governmental Authority, whether in effect as of the   date hereof or hereafter.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Assignment Agreement means the   assignment agreement dated the Restatement Date between the Guarantor as   assignor and the Trustee as assignee.                                                                                                                                                                                                                                                                                                                                                                                      

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| | Authorisation means an authorisation,   consent, approval, resolution, licence, exemption, filing, notarisation or   registration.                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                    
| | B Loan means the B1 Loan, the B2 Loan or   the B3 Loan.                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                    
| | B1 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed B1 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | B2 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed B2 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | B3 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed B3 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.
| |                                                                                                                                                                                                                                                                                    
| | B1 Loan Interest Payment Date means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (Payment Dates) as   an Interest Payment Date.                                                                                                    
| |                                                                                                                                                                                                                                                                                    
| | B2 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                        
| |                                                                                                                                                                                                                                                                                    
| | B3 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                        
| |                                                                                                                                                                                                                                                                                    
| | B Loan Repayment Date means each of the   Interest Payment Dates set out in Schedule 4 (Payment Dates) on which an amount of principal specified   in the column headed B Loan Principal Payment Amount is to be repaid on the   B Loan.                                       
| |                                                                                                                                                                                                                                                                                    
| | Brazil means the Federative Republic of   Brazil.                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                    
| | Break Costs means the amount (if any) by   which:                                                                                                                                                                                                                                

| | (a)      | the interest   which a Lender should have received for the period from the date of receipt   of all or any part of a Loan or Unpaid Sum to the last day of the current   Interest Period in respect of that Loan or Unpaid Sum, had the principal   amount or Unpaid Sum received been paid on the last day of that Interest   Period;           
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                  
| | exceeds:
| |          |                                                                                                                                                                                                                                                                                                                                                  
| | (b)      | the amount   which that Lender would be able to obtain by placing an amount equal to the   principal amount or Unpaid Sum received by it on deposit with a leading bank   in the Relevant Interbank Market for a period starting on the Business Day   following receipt or recovery and ending on the last day of the current   Interest Period,

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| | provided   that for the purpose of paragraph (a) above, the interest which a Lender   should have received for any period shall be calculated on the basis that the   relevant Lender should not have received the Margin element of such interest   for such period.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                      
| | Business Day means a day (other than a   Saturday or Sunday) on which banks are open for general business in   Amsterdam, New York and São Paulo.                                                                                                                  
| |                                                                                                                                                                                                                                                                      
| | Buyer means each of:                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                      
| | (a)                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                      
| | (b)                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                      
| | (c)                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                      
| | (d)                                                                                                                                                                                                                                                                  

| | C Loan means the C1 Loan, the C2 Loan or   the C3 Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C1 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed C1 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C2 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed C2 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C3 Loan means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed C3 Loan in Schedule 1 (The Existing Lenders) or the principal   amount outstanding for the time being of that loan.                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C1 Loan Interest Payment Date means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (Payment Dates) as   an Interest Payment Date.                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C2 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C3 Loan Interest Payment Date means the   Consolidation Date and each of the dates specified in Schedule 4 (Payment Dates) as an Interest Payment   Date.                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | C Loan Repayment Date means each of the   Interest Payment Dates set out in Schedule 4 (Payment Dates) on which an amount of principal specified   in the column headed C Principal Payment Amount is to be repaid on the C   Loan.                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Capital Lease Obligations means, as to a   Person, the obligations of such Person to pay rent or other amounts under a   lease of (or other agreement conveying the right to use) real and/or personal   property, which obligations are required to be classified and accounted for   as a capital lease on a balance sheet of such Person under GAAP and, for the   purposes of this Agreement, the amount of such obligations shall be the   capitalised amount thereof determined in accordance with GAAP.

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| | Capital Stock means, as to any Person,   any and all shares, interests, participations, quotas or other equivalents   (however designated) of capital stock of a corporation, any and all ownership   interests in a Person other than a corporation and any and all warrants or   options to purchase any of the foregoing.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                               
| | Cash Equivalents means any of the   following:                                                                                                                                                                                                                                                                              

| | (a) | readily   marketable direct obligations of the government of the United States of   America or any agency or instrumentality thereof or obligations   unconditionally guaranteed by the full faith and credit of the government of   the United States;                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | insured   certificates of deposit of or time deposits with a Lender or a member of the   Federal Reserve System, which member issues (or the parent of which member   issues) commercial paper rated as described in paragraph (c) below, is   organised under the laws of the United States of America or any State (or the   District of Colombia) thereof and has a combined capital surplus of at least   $1,000,000,000,000;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | commercial   paper in an aggregate amount of no more than $10,000,000 per issue   outstanding at any time, issued by any corporation organised under the laws   of any State (or the District of Colombia) of the United States of America   and rated at least Prime-1 (or the then equivalent grade) by Moodys and   A-1 (or the then equivalent grade) by S&P; or                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | other   investments considered as cash equivalents under GAAP.                                                                                                                                                                                                                                                                                                                                                                   

| | Collection Account means the dollar   account with ABN AMRO Bank N.V. in Amsterdam in the name of the Guarantor   with account number 56.42.26.475 USD (and any other renewal or redesignation   thereof) or such other account as may be designated as the Collection   Account from time to time by the Trustee.                                                                                                                                                         
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Collection Account Amount means, at any   time, the amount then standing to the credit of the Collection Account.                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Collection Account Security Agreement   means the Collection Account pledge agreement governed by the laws of The   Netherlands dated the Restatement Date between the Guarantor as pledgor and   the Trustee as pledgee, pursuant to which the Guarantor grants a security   interest over, inter alia, all   amounts standing to the credit of the Collection Account in favour of the   Trustee to secure each of the Obligors obligations under the Finance   Documents.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Compliance Certificate means a   certificate substantially in the form set out in Schedule 3 (Form of Compliance Certificate).                                                                                                                                                                                                                                                                                                                                               

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| | Confidentiality Undertaking means a   confidentiality undertaking substantially in the then current recommended   form of the LMA or in any form agreed between the Borrower and the Agent.                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Consolidated Net Tangible Assets means,   on a consolidated basis, the Borrowers total assets, less current   liabilities, less depreciation, amortisation and depletion, less goodwill,   trade names, trademarks, patents and other intangibles, calculated based on   the most recent balance sheet delivered by the Borrower to the Agent pursuant   to this Agreement.
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Consolidation Date means 20 November 2006.                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Coverage Period means the period commencing on the Restatement
Date and ending on the Consolidation Date and thereafter each successive period
commencing on the last day of the preceding Coverage Period and ending on the
next succeeding date specified in Schedule 4 (Payment Dates) as an
Interest Payment Date.                                                      
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Covered Buyer means any Person that   purchases Products from the Guarantor with the support of a letter or letters   of credit or an insurance policy or policies issued by a Permitted Covering   Institution covering the full amount of the purchase price due to the   Guarantor for such Products.                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                               
| | Debt means, with respect to any Person   (determined without duplication):                                                                                                                                                                                                                                                                                                  

| | (a) | all   indebtedness of such Person for borrowed money;                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | all   obligations of such Person for the deferred purchase price of property or   services (other than (i) trade payables (whether payable to Affiliates or   other Persons) incurred in the ordinary course of such Persons business, but   only if and for so long as such trade payables remain payable on customary   trade terms and (ii) accrued expenses incurred in the ordinary course of   business);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | all   obligations of such Person evidenced by notes, bonds, debentures or other   similar documents;                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | all   obligations, contingent or otherwise, of such Person in connection with any   securitization of any products, receivables or other property;                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | all   obligations of such Person created or arising under any conditional sale or   other title retention agreement with respect to property acquired by such   Person (even though the rights and remedies of the seller or the lender under   such agreement in an event of default are limited to repossession or sale of   such property);                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | all Capital   Lease Obligations and similar obligations under synthetic leases of such   Person;                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | all   obligations, contingent or otherwise, of such Person in respect of   acceptances, letters of credit, financial guarantee insurance policies or   similar extensions of credit (excluding trade payables to the extent excluded   from paragraph (b) above);                                                                                                                                               

- 10 -

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| | (h) | all   obligations of such Person to redeem, retire, defease or otherwise make any   payment in respect of any capital stock of such Person;                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i) | all net   obligations of such Person in respect of any interest rate protection   agreement or any currency swap, cap or collar agreement or similar   arrangement entered into by such Person providing for the transfer or   mitigation of interest rate or currency risks either generally or under   specific contingencies (but without regard to any notional principal amount   relating thereto);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j) | all Debt of   other Persons of a type referred to in paragraphs (a) to (i) or paragraph (k)   that is guaranteed by such Person; and                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k) | all Debt   referred to in paragraphs (a) to (j) secured by (or for which the holder of   such Debt has an existing right, contingent or otherwise, to be secured by)   any Security on property of such Person even though such Person has not   assumed or become liable for the payment of such Debt,                                                                                                  

| | in each case   whether incurred as principal or as surety and whether present or future,   actual or contingent; providedthat   Debt shall exclude any unsecured guarantee made for the benefit of any   Person pursuant to a vendor financing transaction for the sale of Products to   such Person and in no event shall Debt include any liability for Taxes.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                     
| | Debt Service Coverage Ratio means, as of   the last day of any Fiscal Semester, the ratio (expressed as a decimal) of:                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                     
| | Debt Service Obligation means:                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                                                                                 

- 11 -

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| | (b)                                                                                                                                                                                                                                                                                                                       | with respect   to any Coverage Period which has not yet been completed, the aggregate of (i)   the amount of the scheduled (i.e. without regard to any increase paid or   payable under the Finance Documents due to a prepayment (whether voluntary or   otherwise)) instalment of principal (if any) which will fall due for payment   on the last day of that Coverage Period and (ii) the amount of accrued   interest which will, in the absence of any unanticipated acceleration or   unanticipated prepayment of a Loan prior to the last day of that Coverage   Period, fall due for payment during or on the last day of that Coverage Period   (and for the purposes of any calculation under this part (ii) it shall, to   the extent necessary, be assumed that LIBOR applicable with respect to any   Interest Period for a Loan which has not yet commenced shall be equal to   LIBOR applicable with respect to the then current Interest Period for that   Loan).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Default means an Event of Default or any   event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace   period, the giving of notice, the making of any determination under the   Finance Documents or any combination of any of the foregoing) be an Event of   Default.
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Delegate means any delegate, agent,   attorney or co-trustee appointed by the Trustee.                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Designated Subsidiary means any Person   which is a Subsidiary of the Borrower and accounts for 20% or more of the   total assets of the Borrower and its consolidated Subsidiaries as determined   in accordance with GAAP.                                                                                           
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | EBITDA means, during any period, the   total earnings of the Borrower (on a consolidated basis and without   duplication) before income taxes, Interest Expense, depreciation and   amortisation during such period, eliminating from the calculation of such   earnings:                                              
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                       | any net   income or gain (or net loss), net of any tax effect, during such period from   any extraordinary items;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                       | any interest   income during such period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)                                                                                                                                                                                                                                                                                                                       | gains or   losses during such period on the sale of property (other than the sale of   inventory in the ordinary course of business);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d)                                                                                                                                                                                                                                                                                                                       | any other   extraordinary non-cash items deducted from or included in the calculation of   pre-tax net income for such period (other than items that will require cash   payments and for which an accrual or reserve has been, or is required by GAAP   to be, made); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e)                                                                                                                                                                                                                                                                                                                       | any net   income or gain (or net loss) on any foreign exchange transactions or net   monetary positions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental Claim means any claim,   proceeding or investigation by any Person in respect of any Environmental   Law.                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental Law means any applicable   law in any jurisdiction in which any member of the Group conducts business   which relates to the pollution or protection of the environment or harm to or   the protection of human health or the health of animals or plants.                                               

- 12 -

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| | Environmental Permits means any permit,   licence, consent, approval and other authorisation and the filing of any   notification, report or assessment required under any Environmental Law for   the operation of the business of any member of the Group conducted on or from   the properties owned or used by the relevant member of the Group.  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                         
| | Event of Default means any event or   circumstance specified as such in Clause 21 (Events   of Default).                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                         
| | Facility Office means the office or   offices notified by a Lender to the Agent in writing on or before the date it   becomes a Lender (or, following that date, by not less than five Business   Days written notice) as the office or offices through which it will perform   its obligations under this Agreement.                                
| |                                                                                                                                                                                                                                                                                                                                                         
| | Finance Document means this Agreement,   the Restatement Agreement, each Security Document, each Sales Contract   Designation Notice, each Irrevocable Payment Instructions with respect to   each Sales Contract and any other document designated as such by the Agent   and the Borrower.                                                          
| |                                                                                                                                                                                                                                                                                                                                                         
| | Finance Party means each of the Agent,   the Arranger, the Trustee and each Lender.                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                         
| | Fiscal Semester means each period from   and including 1 January to and including 30 June of each year and from and   including 1 July to and including 31 December of each year.                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                         
| | GAAP means, with respect to (i) the   Borrower, generally accepted accounting principles (as in effect from time to   time) in Brazil and (ii) the Guarantor, generally accepted according   principles (as in effect from time to time) in the United States of America.                                                                             
| |                                                                                                                                                                                                                                                                                                                                                         
| | Governmental Authority means any nation   or government, any state or municipality, any multi-lateral or similar   organisation or any other agency, instrumentality or political subdivision   thereof and any entity exercising executive, legislative, judicial, monetary,   regulatory or administrative functions of or pertaining to government.
| |                                                                                                                                                                                                                                                                                                                                                         
| | Group means the Borrower and its   Subsidiaries for the time being.                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                         
| | Holding Company means, in relation to a   company or corporation, any other company or corporation in respect of which   it is a Subsidiary.                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                         
| | Increased Costs means:                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                         
| | (a)                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                         
| | (b)                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                         
| | (c)                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                         
| | Interest Expense means, for any period,   interest (or similar) expense on Debt of the Borrower (on a consolidated   basis) including (without duplication):                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                         
| | (a)                                                                                                                                                                                                                                                                                                                                                     

- 13 -

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| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | net payments   under any interest rate protection agreement or other hedging agreement;                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the interest   portion of any deferred payment obligations;                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all fees and   charges owed with respect to letters of credit or performance or other bonds;                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all accrued   or capitalised interest;                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   amortisation of debt discount; and                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all but the   principal component of payments relating to Capital Lease Obligations.                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | For the   purpose of clarification, the calculation of Interest Expense (and all   components thereof) shall be made using GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | Interest Payment Date means, with   respect to the A1 Loan, each A1 Loan Interest Payment Date; with respect to   the A2 Loan, each A2 Loan Interest Payment Date; with respect to the A3 Loan,   each A3 Loan Interest Payment Date; with respect to the B1 Loan, each B1 Loan   Interest Payment Date; with respect to the B2 Loan, each B2 Loan Interest   Payment Date; with respect to the B3 Loan, each B3 Loan Interest Payment   Date; with respect to the C1 Loan, each C1 Loan Interest Payment Date; with   respect to the C2 Loan, each C2 Loan Interest Payment Date; and with respect   to the C3 Loan, each C3 Loan Interest Payment Date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | Interest Period means, in relation to a   Loan, each period determined in accordance with Clause 7 (Interest Periods) and, in relation to an   Unpaid Sum, each period determined in accordance with Clause 6.3 (Default interest).                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | Irrevocable Payment Instructions means,   with respect to any Sales Contract, a notice of assignment and irrevocable   payment instructions given or to be given by the Guarantor to the relevant   Buyer with respect to that Sales Contract substantially in the form set out   in Schedule 6 (Form of Irrevocable Payment   Instructions).                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | Lender means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any Existing   Lender; and                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any bank,   financial institution, trust, fund or other entity which has become a Party   in accordance with Clause 22 (Changes to   the Lenders),
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | which in   each case has not ceased to be a Party in accordance with the terms of this   Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                   
| | LIBOR shall mean, for any Interest   Period, an interest rate per annum determined on the basis of the London   interbank offered rate for deposits in dollars for a period of time   comparable to the relevant Interest Period, as shown on the display page   designated British Bankers Association Interest Settlement Rates, LIBOR 01   Page, on the Reuters screen (or such other page on the Reuters screen as may   customarily be used from                                                                                                                                                                                                  

- 14 -

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| | time to time   in the Relevant Interbank Market to determine LIBOR for dollars) or such   other page or service which displays such a rate for deposits of dollars as   the Agent, after consultation with the Borrower, shall select, at   approximately 11:00 a.m., London time, 2 London Business Days prior to the   first day of such Interest Period. In the event that such rate does not   appear on such LIBOR 01 Reuters screen page, or such other page as may   replace that page in that service or be selected by the Agent after   consultation with the Borrower, then LIBOR shall be the arithmetic mean   (expressed as an annual rate and rounded upwards, if necessary, to the   nearest 1/16 of 1%) of the rates quoted at approximately 11:00 a.m. London   time on that day by Reference Banks, chosen by the Agent, as the rate at   which deposits in dollars are offered to prime banks, in the London interbank   market for a period of time comparable to the relevant Interest
Period.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | LMA means the Loan Market Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Loan means an A Loan, B Loan or C Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | London Business Day means a day (other   than a Saturday or Sunday) on which banks are open for general business in   London.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Majority Lenders means a Lender or Lenders whose
participations in the Loans outstanding aggregate more than 662/3% of all
the Loans outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Margin means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Market Disruption Event means before   close of business in London on the Quotation Day for the relevant Interest   Period where LIBOR is determined on the basis of quotations supplied by the   Reference Banks (i) none, or one only, of the Reference Banks supplies a rate   for the purposes of determining LIBOR or (ii) a Lender reasonably determines   that, by reason of circumstances affecting the Relevant Interbank Market,   adequate and fair means do not exist for ascertaining the rate of interest by   reference to LIBOR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Material Adverse Effect means a material   adverse effect on:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Month means a period starting on one day   in a calendar month and ending on the numerically corresponding day in the   next calendar month, except that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 15 -

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| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (subject to   paragraph (c) below) if the numerically corresponding day is not a Business   Day, that period shall end on the next Business Day in that calendar month in   which that period is to end if there is one, or if there is not, on the   immediately preceding Business Day;                                                                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | if there is   no numerically corresponding day in the calendar month in which that period   is to end, that period shall end on the last Business Day in that calendar   month; and                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | if an   Interest Period begins on the last Business Day of a calendar month, that   Interest Period shall end on the last Business Day in the calendar month in   which that Interest Period is to end.                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | The above   rules will only apply to the last Month of any period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Moodys means Moodys Investors Service,   Inc. or any successor organisation thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Net Debt means, as of the last day of   any Fiscal Semester, Total Debt as of such day minus the sum of: (a) the   aggregate amount of cash on the Borrowers consolidated balance sheet as of   such day plus (b) the sum of, for each marketable security (including Cash   Equivalents) on the Borrowers consolidated balance sheet as of such day, the   lower of: (i) the face value and (ii) the market value of such marketable   security as of such day. For the purpose of clarification, the calculation of   Net Debt (and all components thereof) shall be made using GAAP.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Net Debt to EBITDA Ratio means, as of   the last day of any Fiscal Semester, the ratio (expressed as a decimal) of   (a) Net Debt as of such day to (b) EBITDA for the two Fiscal Semesters ending   on such day.  For the purpose of   clarification, the calculation of the Net Debt to EBITDA Ratio (and all components   thereof) shall be made using GAAP.                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Obligor means each of the Borrower and   the Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Original Financial Statements means the   audited consolidated financial statements of the Borrower and the Guarantor   for the financial year ended 31 December 2005.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Parent means Votorantim Participações   S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Party means a party to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | Payment Pre-shipment Buyer means any   Person which is acceptable to the Trustee and which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | is not   listed on the Specially Designated Nationals and Blocked Persons list   maintained by the Office of Foreign Assets Control of the United States   Department of the Treasury (OFAC)   or domiciled in a jurisdiction with respect to which OFAC or the United   Nations maintains sanctions programs restricting the purchase, sale or   financing of goods; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | purchases   Products from the Guarantor on terms that payment of the purchase price for   such Products must be made in full prior to shipment of such Products to such   Person.                                                                                                                                                                                            

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| | Payment Testing   Date means each of the days falling three Business Days prior to   the last day of a Coverage Period.                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                     
| | Permitted Covering Institution means, at   any time:                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | Permitted Security means:                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | (c)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | (d)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | (e)                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                     
| | Person shall mean any individual, firm,   company, corporation, partnership (whether or not having separate legal   personality), trust, unincorporated organisation, joint stock company or   other legal entity or organisation and any government or agency or political   subdivision thereof.
| |                                                                                                                                                                                                                                                                                                     
| | Products means bleached eucalyptus kraft   pulp and paper products.                                                                                                                                                                                                                               

- 17 -

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| | Quotation Day means, in relation to any period   for which an interest rate is to be determined, two London Business Days   before the first day of that period (excluding such first day).                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Receiver means a receiver or receiver   and manager or administrative receiver of the whole or any part of the   Secured Property.                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Reference   Banks means three or more banks active in the Eurodollar   interbank market whose S&P rating (or the equivalent rating from Moodys   or Fitch) is the same as or higher than that of the Administrative Agent on   the date hereof.                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Relevant Interbank Market means the   London interbank market.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Repeating Representations means each of   the representations set out in Clauses 16.1 (Status)   to 16.6 (Governing law and enforcement),   Clause 16.9 (No default),   paragraph (d) of Clause 16.11 (No   misleading information), paragraph (d) of Clause 16.12 (Financial Statements), Clause 16.13 (Pari passu ranking), paragraph (b) of   Clause 16.17 (Taxation) and   Clauses 16.20 (Ranking) to   16.23 (Ownership).                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Restatement Agreement means the   restatement agreement dated 27 September, 2006 pursuant to which the parties   hereto agreed to restate the terms and conditions upon which the ABN Loans   are outstanding on the terms and conditions of this Agreement as of the   Restatement Date.                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Restatement Date has the meaning given   to such term in the Restatement Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Sales Contract means each agreement   (which may be formed or confirmed by delivery of an invoice, exchange of   letters and/or other correspondence) for the sale of Products by the   Guarantor to a Buyer which has been designated a Sales Contract for the   purpose of the Finance Documents by the Guarantor by delivery to the Trustee   of a duly executed Sales Contract Designation Notice together with the   documentation referred to in such Sales Contract Designation Notice.           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Sales Contract Designation Notice means   a notice given by the Guarantor to the Agent substantially in the form of   Schedule 7 (Form of Sales Contract   Designation Notice).                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Sales Value means, with respect to any   Sales Contract and any Coverage Period, the amount which is the quantity of   Products delivered or to be delivered by the Guarantor under that Sales   Contract during that Coverage Period multiplied by the fixed price for the   relevant Products as specified in that Sales Contract or, if in any case no   fixed price is specified, the market price for the relevant Products as at   the time that the relevant calculation of the Sales Value is made.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Sales Value Testing Date means each of the days falling thirty days   prior to the last day of a Coverage Period.                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Secured Obligations means all   obligations at any time due, owing or incurred by any Obligor to any Secured   Party under the Finance Documents, whether present or future, actual or   contingent (and whether incurred solely or jointly and whether as principal   or as surety or in some other capacity).                                                                                                                                                                                            

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| | Secured Parties means the Trustee, any   Receiver or Delegate, the Agent and each Lender from time to time party to   this Agreement.                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Secured Property means all right, title   and interest in or to any of the assets which are subject to (or purported to   be subject to) the Security Documents.                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Security means a mortgage, charge,   pledge, lien or other security interest securing any obligation of any Person   or any other agreement or arrangement having a similar effect.                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Security Documents means each of the   Collection Account Security Agreement and the Assignment Agreement together   with any other document entered into by an Obligor creating or expressed to   create any Security over all or any part of its assets in respect of the   obligations of the Obligors under any of the Finance Documents.                                               
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | S&P means Standard & Poors   Rating Group, a division of McGraw Hill, Inc. a New York corporation or any   successor organisation thereto.                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Subsidiary means in relation to any   company or corporation, a company or corporation:                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | (c)                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | and for this   purpose, a company or corporation shall be treated as being controlled by   another if that other company or corporation is able to direct its affairs   and/or to control the composition of its board of directors or equivalent   body.                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Tax means any tax, levy, impost, duty or   other charge or withholding of a similar nature (including any penalty or   interest payable in connection with any failure to pay or any delay in paying   any of the same).                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Total Capitalisation means, as of the   last day of any Fiscal Semester, the sum of: (a) Total Debt as of such day   plus (b) the aggregate of shareholders equity of the Borrower (on a   consolidated basis) as of such day plus (c) without duplication of clause   (b), the sum of minority interests of other Persons held in the Borrower (on   a consolidated basis) as of such day.
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Total Debt means, as of the last day of   any Fiscal Semester, the aggregate outstanding principal amount of Debt of   the Borrower (on a consolidated basis) as of such day.                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                               
| | Total Debt to Total Capitalisation Ratio   means, as of the last day of any Fiscal Semester, the ratio (expressed as a   decimal) of: (a) Total Debt as of such day to (b) Total Capitalisation as of   such day. For the purpose of clarification, the calculation of the Total Debt   to Total Capitalisation Ratio (and all components thereof) shall be made   using GAAP.              

- 19 -

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|    | Transaction Documents means each Finance   Document and each Sales Contract.                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                        
|    | Transaction Security means the Security   created or expressed to be created in favour of the Trustee pursuant to the   Security Documents.                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                        
|    | Transfer Certificate means a certificate   substantially in the form set out in Schedule 2 (Form of Transfer Certificate) or any   other form approved by the Agent.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                        
|    | Transfer Date means, in relation to a   transfer, the later of:                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                        
|    | Unencumbered Payment means, at any time,   a payment under a contract or agreement for the sale of Products by the   Guarantor which payment is not subject to any Security and which neither   Obligor has not dedicated to the payment of any specific indebtedness at such   time.
|    |                                                                                                                                                                                                                                                                                        
|    | Unencumbered Payment Amount means, at   any time, the aggregate amount of all Unencumbered Payments which the   Guarantor is due to receive during the then current Coverage Period.                                                                                                 
|    |                                                                                                                                                                                                                                                                                        
|    | Unpaid Sum means any sum due and payable   but unpaid by an Obligor under the Finance Documents.                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                        
|    | VAT means value added tax and any other   tax of a similar nature.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                        
|    | Votorantim Party means each Obligor and   each of its Designated Subsidiaries.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                        
|1.2 | Construction                                                                                                                                                                                                                                                                           

| | (a) | Unless a   contrary indication appears any reference in this Agreement to:
| | --- | --------------------------------------------------------------------------
| |     |                                                                           
| |     | (i)                                                                       
| |     |                                                                           
| |     | (ii)                                                                      
| |     |                                                                           
| |     | (iii)                                                                     

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| |     | (iv)                                                                                                                                                                                                                                        | a Finance Document or any other agreement   or instrument is a reference to that Finance Document or other agreement or   instrument as amended or novated;                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| |     | (v)                                                                                                                                                                                                                                         | a regulation includes any regulation,   rule, official directive, request or guideline (whether or not having the   force of law) of any governmental, intergovernmental or supranational body,   agency, department or regulatory, self-regulatory or other authority or   organisation;
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| |     | (vi)                                                                                                                                                                                                                                        | a provision   of law is a reference to that provision as amended or re-enacted; and                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| |     | (vii)                                                                                                                                                                                                                                       | a time of   day is a reference to London time.                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| | (b) | Section,   Clause and Schedule headings are for ease of reference only.                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| | (c) | Unless a   contrary indication appears, a term used in any other Finance Document or in   any notice given under or in connection with any Finance Document has the   same meaning in that Finance Document or notice as in this Agreement.
| |     |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                            
| | (d) | A Default   (other than an Event of Default) is continuing   if it has not been remedied or waived and an Event of Default is continuing if it has not been waived.                                                                    

|1.3 | Currency Symbols and Definitions                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                    
|    | $ and dollars   denote lawful currency of the United States of America.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                    
|1.4 | Third party rights                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                    
|    | A Person who   is not a Party has no right under the Contracts (Rights of Third Parties) Act   1999 to enforce or enjoy the benefit of any term of this Agreement.                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                    
|2.  | LOAN AMOUNTS                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                    
|2.1 | Loan Amounts                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                    
|    | Each of the   Borrower and the Lenders hereby agrees that on and as of the Restatement Date   the principal amounts outstanding to each of the Lenders under this Agreement   in respect of each Loan shall be equal to the amount set opposite such   Lenders name in the applicable column in Schedule 1 (The Existing Lenders).
|    |                                                                                                                                                                                                                                                                                                                                    
|2.2 | Finance Parties rights and obligations                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                

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| | (b) | The rights   of each Finance Party under or in connection with the Finance Documents are   separate and independent rights and any debt arising under the Finance   Documents to a Finance Party from an Obligor shall be a separate and   independent debt.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (c) | A Finance   Party may, except as otherwise stated in the Finance Documents, separately   enforce its rights under the Finance Documents.                                                                                                                    

|2.3 | Power of Attorney
|--- | -----------------
|    |                  
|    | (a)              

|    |                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the Borrower   on its behalf to supply information concerning itself contemplated by this   Agreement to the Finance Parties and to give notices and instructions, to   make such agreements and to effect the relevant amendments, supplements and   variations capable of being given, made or effected by any Obligor   notwithstanding that they may affect the Guarantor, without further reference   to or the consent of the Guarantor; and
|--- | -------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | each Finance   Party to give any notice, demand or other communication to the Guarantor   pursuant to the Finance Documents to the Borrower,                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                            | and in each   case the Guarantor shall be bound as though the Guarantor itself had given   the notices and instructions or executed or made the agreements or effected   the amendments, supplements or variations, or received the relevant notice,   demand or other communication.                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                        | Every act,   omission, agreement, undertaking, settlement, waiver, amendment, supplement,   variation, notice or other communication given or made by, or given to, the   Borrower under any Finance Document on behalf of the Guarantor or in   connection with any Finance Document (whether or not known to the Guarantor)   shall be binding for all purposes on the Guarantor as if the Guarantor had   expressly made, given or concurred with it. In the event of any conflict   between any notices or other communications of the Borrower on behalf of the   Guarantor and the Guarantor, those of the Borrower shall prevail.
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.  | PURPOSE                                                                                                                   
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Borrower   shall apply all of the proceeds of the Loans towards financing investments   and its working capital needs.
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.  | REPAYMENT                                                                                                                 
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1 | Repayment of Loans                                                                                                        
|    |                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                        | The Borrower   shall repay the A Loans in ten instalments by repaying on each A Loan Repayment   Date the principal amount specified in the column headed A Loan Principal   Payment Amount in Schedule 4 (Payment   Dates).                                                                                                                                                                                                                                                                                                                                                                                                          

- 22 -

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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Borrower   shall repay the B Loans in ten instalments by repaying on each B Loan   Repayment Date the principal amount specified in the column headed B Loan   Principal Payment Amount in Schedule 4 (Payment   Dates).                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Borrower   shall repay the C Loans in ten instalments by repaying on each C Loan   Repayment Date the principal amount specified in the Column headed C Loan   Principal Payment Amount in Schedule 4 (Payment   Dates).                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.2 | Reborrowing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Borrower   may not reborrow any part of a Loan which is repaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.  | PREPAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.1 | Illegality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | If, after   the Restatement Date, the introduction of, or any change in, any applicable   law, rule or regulation or in the interpretation or administration thereof by   any governmental authority charged with the interpretation or administration   thereof, or compliance by any Lender with any request or directive (whether   or not having the force of law) of any such authority, shall make it unlawful   or impossible for any Lender to maintain its participation in any Loan, and   after the Lender has (to the extent it can lawfully do so without prejudice   to its own position) made reasonable efforts to maintain such Loan using   other alternatives such as lending offices in other jurisdictions (provided   that the Lender shall be under no obligation to take any such action if, in   its opinion, to do so may have an adverse effect upon its business,   operations or financial condition), then such Lender shall forthwith so   notify the Agent (who shall notify the
Borrower) in writing, whereupon:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the   obligation of such Lender to maintain such Loan shall be terminated; and                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Borrower   shall prepay such Loan on the later of (i) the last day of the then current   Interest Period for such Loan and (ii) 30 Business Days after the date of   such notification, provided that the Borrower shall prepay the Loan on any   earlier date that the relevant Lender may notify to the Borrower if such   Lender considers that it is unlawful for the Loan to be maintained beyond   such date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.2 | Voluntary prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Borrower   may, if it gives the Agent not less than 3 Business Days (or such shorter   period as the Majority Lenders may agree) prior notice, prepay the whole or   any part of any Loan (but, if in part, being an amount that reduces the   amount of the Loan by a minimum amount of $5,000,000 and an integral multiple   of $1,000,000).                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | A Loan may   only be prepaid after the Consolidation Date.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Any   prepayment under this Clause 5.2 shall satisfy the obligations under Clause   4.1 (Repayment of Loans) in   inverse chronological order.                                                                                                                                                                                                                                                                         

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|5.3 | Restrictions           
|--- | -----------------------
|    |                        
|    | (a)                    
|    |                        
|    | (b)                    
|    |                        
|    | (c)                    
|    |                        
|    | (d)                    
|    |                        
|6.  | INTEREST               
|    |                        
|6.1 | Calculation of interest
|    |                        
|    | (a)                    
|    |                        
|    | (b)                    
|    |                        
|    | (c)                    
|    |                        
|    | (d)                    
|    |                        
|    | (e)                    

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|    | (f)                 | The rate of   interest on the B3 Loan for the first Interest Period in respect of such loan   shall be the percentage rate per annum which is the aggregate of the   applicable Margin and 5.39938 per cent. per annum; and, thereafter, the rate   of interest on the B3 Loan for each subsequent Interest Period shall be the   percentage rate per annum which is the aggregate of the applicable Margin and   LIBOR.
|--- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (g)                 | The rate of   interest on the C1 Loan for the first Interest Period in respect of such loan   shall be the percentage rate per annum which is the aggregate of the   applicable Margin and 5.27875 per cent. per annum; and, thereafter, the rate   of interest on the C1 Loan for each subsequent Interest Period shall be the   percentage rate per annum which is the aggregate of the applicable Margin and   LIBOR.
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (h)                 | The rate of   interest on the C2 Loan for the first Interest Period in respect of such loan   shall be the percentage rate per annum which is the aggregate of the   applicable Margin and 5.36 per cent. per annum; and, thereafter, the rate of   interest on the C2 Loan for each subsequent Interest Period shall be the   percentage rate per annum which is the aggregate of the applicable Margin and   LIBOR.   
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (i)                 | The rate of   interest on the C3 Loan for the first Interest Period in respect of such loan   shall be the percentage rate per annum which is the aggregate of the   applicable Margin and 5.39938 per cent. per annum; and, thereafter, the rate   of interest on the C3 Loan for each subsequent Interest Period shall be the   percentage rate per annum which is the aggregate of the applicable Margin and   LIBOR.
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.2 | Payment of interest
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                 | The Borrower   shall pay accrued interest on each Loan on the last day of each Interest   Period relating to that Loan.                                                                                                                                                                                                                                                                                                 
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                 | The Borrower   shall pay:                                                                                                                                                                                                                                                                                                                                                                                               
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (i)                 | the Existing   ABN Loan No. 1 Accrued Interest Amount to the Existing Lenders (pro rata in   accordance with their respective participations in the Loans as of the   Restatement Date) on 13 November 2006;                                                                                                                                                                                                            
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (ii)                | the Existing   ABN Loan No. 2 Accrued Interest Amount to the Existing Lenders (pro rata in   accordance with their respective participations in the Loans as of the   Restatement Date) on the Consolidation Date; and                                                                                                                                                                                                  
|    |                     |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (iii)               | the Existing   ABN Loan No. 3 Accrued Interest Amount to the Existing Lenders (pro rata in   accordance with their respective participations in the Loans as of the   Restatement Date) on the Consolidation Date.                                                                                                                                                                                                      

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|6.3 | Default interest                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|6.4 | Notification of rates of interest                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Agent   shall promptly notify the Borrower of the applicable interest rate for each   Interest Period and in any event no later than two Business Days after (and   excluding) the date such interest rate is determined.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|7.  | INTEREST   PERIODS                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|7.1 | Interest Periods                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subject to   this Clause 7, the Interest Period for each Loan will be, initially, the   period commencing on the Restatement Date and ending on the first Interest   Payment Date in respect of that Loan and, thereafter, each successive period   commencing on the last day of the preceding Interest Period and ending on the   next Interest Payment Date in respect of that Loan.
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|7.2 | Non-Business Days                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | If an   Interest Period would otherwise end on a day which is not a Business Day,   that Interest Period will instead end on the next Business Day in that   calendar month (if there is one) or the preceding Business Day (if there is   not).                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|7.3 | Consolidation of Loans                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|    | On and from   the Consolidation Date:                                                                                                                                                                                                                                                                                                                                                  

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|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the A Loans   will be consolidated into and treated as a single A Loan;                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the B Loans   will be consolidated into and treated as a single B Loan; and                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the C Loans   will be consolidated into and treated as a single C Loan.                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.   | CHANGES TO THE CALCULATION OF INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.1  | Market disruption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | If a Market   Disruption Event occurs in relation to a Loan for any Interest Period, then   the Agent and the Borrower shall negotiate (for a period of not more than   thirty days) with a view to agreeing a substitute basis for determining the   rate of interest. The rate of interest on each Lenders share of that Loan   for the relevant Interest Period shall be the rate per annum which is the sum   of:                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (if an   alternative rate is so agreed within such period) the Margin plus such rate;   or                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (if an   alternative rate is not so agreed within such period) the Margin plus the   rate notified to the Borrower by the Agent as soon as practicable and in any   event before interest is due to be paid in respect of that Interest Period,   to be that which expresses as a percentage rate per annum the cost to the   relevant Lender of funding the Loan from whatever source it may reasonably   select.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.2  | Alternative basis of interest or funding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Any   alternative basis agreed pursuant to Clause 8.1 (Market disruption) above shall, with the prior consent of   all Lenders, be binding on all Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.3  | Break Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The Borrower   shall, within five Business Days of written demand by a Finance Party, pay to   that Finance Party its Break Costs attributable to all or any part of a Loan   or Unpaid Sum being paid by the Borrower on a day other than the last day of   an Interest Period for that Loan or Unpaid Sum subject at all times to the   exceptions in Clause 5 (Prepayment)   and the Lender having provided in its demand, written calculations showing   how any such Break Costs have been calculated.                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.   | NOT USED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.  | TAX GROSS-UP AND INDEMNITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.1 | Tax gross-up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | All payments   to be made by an Obligor to any Finance Party under a Finance Document shall   be made free and clear of and without deduction for or on account of Tax   unless that Obligor is required to make such a payment subject to the   deduction or withholding of Tax, in which case the sum payable by that   Obligor (in respect of which such deduction or withholding is required to be   made) shall be increased to the extent necessary to ensure that the Finance   Party receives a sum net of any deduction or withholding equal to the sum   which it would have received had no such deduction or withholding been made   or required to be made.

- 27 -

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|10.2 | Tax indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | If a Finance Party is required to make any
payment of or on account of Tax on or in relation to any sum received or
receivable under any Finance Document (including any sum deemed for purposes of
Tax to be received or receivable by the Finance Party whether or not actually
received or receivable) or if any liability in respect of such payment is
asserted, imposed, levied or assessed against the Finance Party, the Borrower
shall, upon demand of the Finance Party, promptly indemnify the Finance Party
against such payment or liability, together with any interest, penalties, costs
and expenses payable or incurred in connection therewith, provided that this
Clause 10.2 shall not apply to:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3 | Tax Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | If an Obligor makes a payment under Clause 10.1 (Tax gross-up) (a
Tax Payment) and the relevant Finance Party determines
that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | the relevant   Finance Party shall pay an amount to that Obligor which the Finance Party   determines will leave it (after that payment) in the same after-Tax position   as it would have been in had the Tax Payment not been required to be made by   that Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                              

- 28 -

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|10.4 | Tax receipts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | All Taxes   required by law to be deducted or withheld by an Obligor from any amounts   paid or payable under the Finance Documents shall be paid by that Obligor   when due and that Obligor shall, upon request of any Finance Party, promptly   deliver to the Finance Party evidence satisfactory to the Finance Party that   the payment has been duly remitted to the appropriate authority.                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.5 | Stamp taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The Borrower   shall pay and, within three Business Days of demand, indemnify any Finance   Party against any cost, loss or liability that the Finance Party incurs in   relation to all stamp duty, registration and other similar Taxes payable in   respect of any Finance Document.                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.6 | Value added tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Any amount   (including costs and expenses) expressed to be payable under a Finance   Document by an Obligor to a Finance Party shall be deemed to be exclusive of   any VAT or any other Tax of a similar nature which might be chargeable in   connection with that amount. If any such Tax is chargeable on any supply made   by a Finance Party to an Obligor under a Finance Document, that Obligor shall   pay to the Finance Party (in addition to and at the same time as paying the   consideration) an amount equal to the amount of that Tax.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.  | INCREASED COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.1 | Increased costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | If by reason   of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | a Finance   Party or any of its Affiliates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 29 -

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|     | then the   Borrower shall, within three Business Days of a demand by that Finance Party,   pay for the account of that Finance Party the amount of any such costs or   amounts suffered or incurred by that Finance Party or any of its Affiliates.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                    
|12.  | OTHER INDEMNITIES                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                    
|12.1 | Currency indemnity                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                    
|12.2 | Other indemnities                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                    
|     | The Borrower   shall, within three Business Days of demand, indemnify each Secured Party and   the Arranger against any cost, loss or liability incurred by that Secured   Party or Arranger as a result of:                                       
|     |                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                    
|     | (iii)                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                    
|12.3 | Indemnity to the Agent                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                

- 30 -

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|     |                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                | investigating   any event which it reasonably believes is a Default; or                                                                                             
|---- | ------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|     |                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                               | acting or   relying on any notice, request or instruction which it reasonably believes to   be genuine, correct and appropriately authorised,                       
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|     |                           | provided   that the Borrower shall not be obliged to indemnify the Agent against any   cost, loss or liability where that cost, loss or liability arises directly as   a result of the gross negligence or wilful misconduct of the Agent.                                                                                                                                                                                                        
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                       | If paragraph   (a) of this Clause 12.3 applies, the Agent will (i) promptly inform the   Borrower that it intends to conduct such an investigation and (ii) as soon as   reasonably practicable supply the Borrower with an estimate of the costs,   expenses, losses or liabilities that the Borrower may incur as a result of   the Agent conducting such investigations.                                                                       
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.4 | Indemnity to the Trustee 
|     |                          
|     | (a)                       | The Borrower   shall promptly indemnify the Trustee and every Receiver and Delegate against   any cost, loss or liability incurred by any of them as a result of:                                                                                                                                                                                                                                                                                 
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                | the taking,   holding, protection or enforcement of the Transaction Security;                                                                                       
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|     |                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                               | the exercise   of any of the rights, powers, discretions and remedies vested in the Trustee   and each Receiver and Delegate by the Finance Documents or by law; and
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|     |                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                              | any default   by an Obligor in the performance of any of the obligations expressed to be   assumed by it in the Finance Documents.                                  
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|     | (b)                       | The Trustee   may, in priority to any payment to the Secured Parties, indemnify itself out   of the Secured Property in respect of, and pay and retain, all sums necessary   to give effect to the indemnity in paragraph (a) above and shall have a lien   on the Transaction Security and the proceeds of the enforcement of the   Transaction Security for all moneys payable to it.                                                           
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                     
|13.  | MITIGATION BY THE LENDERS
|     |                          
|13.1 | Mitigation               
|     |                          
|     | (a)                       | Each Finance   Party shall, in consultation with the Borrower, take all reasonable steps to   mitigate any circumstances which arise and which would result in any amount   becoming payable under or pursuant to any of Clause 10 (Tax gross-up and indemnities) or Clause   11 (Increased costs) including   (but not limited to) transferring its rights and obligations under the   Finance Documents to another Affiliate or Facility Office.
|     |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                       | Paragraph   (a) of this Clause 13.1 does not in any way limit the obligations of any Obligor   under the Finance Documents.                                                                                                                                                                                                                                                                                                                       

- 31 -

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|13.2 | Limitation of liability                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|14.  | COSTS AND EXPENSES                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                         
|14.1 | Transaction expenses                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                         
|     | The Borrower   shall promptly on demand pay each Finance Party the amount of all costs and   expenses (including, subject to any pre-agreed caps, legal fees) reasonably   incurred by that Finance Party in connection with the negotiation, preparation,   printing, execution and perfection of:                     
|     |                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|14.2 | Amendment costs                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                         
|14.3 | Enforcement costs                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                         
|     | The Borrower   shall, within five Business Days of demand, pay to each Secured Party and the   Arranger the amount of all costs and expenses (including legal fees) incurred   by that Secured Party or Arranger in connection with the enforcement of, or   the preservation of any rights under, any Finance Document.
|     |                                                                                                                                                                                                                                                                                                                         
|15.  | GUARANTEE AND INDEMNITY                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                         
|15.1 | Guarantee and indemnity                                                                                                                                                                                                                                                                                                 

- 32 -

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|     | The   Guarantor irrevocably and unconditionally:                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|15.2 | Continuing Guarantee                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                          
|     | This   guarantee is a continuing guarantee and will extend to the ultimate balance   of sums payable by the Borrower under the Finance Documents, regardless of   any intermediate payment or discharge in whole or in part.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                          
|15.3 | Reinstatement                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                          
|     | If any   payment by the Borrower or any discharge given by a Finance Party (whether in   respect of the obligations of the Borrower or any security for those   obligations or otherwise) is avoided or reduced as a result of insolvency or   any similar event:                                                        
|     |                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|15.4 | Waiver of defences                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                          
|     | The   obligations of the Guarantor under this Clause 15 will not be affected by an   act, omission, matter or thing which, but for this Clause 15, would reduce,   release or prejudice any of its obligations under this Clause 15 (without   limitation and whether or not known to it or any Finance Party) including:
|     |                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                      

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|     | (d)                                                                                                                                                                                                                                                                                                                                                                                           | any   incapacity or lack of power, authority or legal personality of or dissolution   or change in the members or status of the Borrower or any other Person;                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                           | any   amendment, novation, supplement, extension (whether of maturity or otherwise)   or restatement (in each case, however fundamental and of whatsoever nature)   or replacement of a Finance Document or any other document or security;                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                           | any unenforceability,   illegality or invalidity of any obligation of any Person under any Finance   Document or any other document or security; or                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                           | any   insolvency or similar proceedings.                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|15.5 | Immediate recourse                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|     | The   Guarantor waives any right it may have of first requiring any Finance Party   (or any trustee or agent on its behalf) to proceed against or enforce any   other rights or security or claim payment from any Person before claiming   from the Guarantor under this Clause 15.    This waiver applies irrespective of any law or any provision of a   Finance Document to the contrary.
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|15.6 | Appropriations                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|     | Until all   amounts which may be or become payable by the Borrower under or in connection   with the Finance Documents have been irrevocably paid in full, each Finance   Party (or any trustee or agent on its behalf) may:                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                           | refrain from   applying or enforcing any other moneys, security or rights held or received   by that Finance Party (or any trustee or agent on its behalf) in respect of   those amounts, or apply and enforce the same in such manner and order as it   sees fit (whether against those amounts or otherwise) and the Guarantor shall   not be entitled to the benefit of the same; and
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                           | hold in an   interest-bearing suspense account any money received from the Guarantor or on   account of the Guarantors liability under this Clause 15.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|15.7 | Deferral of Guarantors rights                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|     | Until all   amounts which may be or become payable by the Borrower under or in connection   with the Finance Documents have been irrevocably paid in full and unless the   Agent otherwise directs, the Guarantor will not exercise any rights which it   may have by reason of performance by it of its obligations under the Finance   Documents:                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                           | to be   indemnified by the Borrower;                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                           | to claim any   contribution from any other guarantor of the Borrowers obligations under the   Finance Documents; and/or                                                                                                                                                                                                                                                                

- 34 -

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|     | (c)                                                                                                                                                                                                                                                                                                                                                                                       | to take the   benefit (in whole or in part and whether by way of subrogation or otherwise)   of any rights of the Finance Parties under the Finance Documents or of any   other guarantee or security taken pursuant to, or in connection with, the   Finance Documents by any Finance Party.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|15.8 | Additional security                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | This   guarantee is in addition to and is not in any way prejudiced by any other   guarantee or security now or subsequently held by any Finance Party.                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|16.  | REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | Each Obligor   makes the representations and warranties set out in this Clause 16 to each   Finance Party on the Restatement Date.                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|16.1 | Status                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                       | It is a   corporation, duly incorporated and validly existing under the law of its   jurisdiction of incorporation.                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                       | It and each   of the Designated Subsidiaries has the power to own its assets and carry on   its business as it is being conducted.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|16.2 | Binding obligations                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | The   obligations expressed to be assumed by it in each Transaction Document are,   subject to any general principles of law as at the Restatement Date limiting   its obligations which are specifically referred to in any legal opinion   delivered pursuant to Schedule 1 (Conditions   Precedent) of the Restatement Agreement, legal, valid, binding and   enforceable obligations.
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|16.3 | Non-conflict with other obligations                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | The entry   into and performance by it of, and the transactions contemplated by, the   Transaction Documents do not and will not conflict with:                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                       | any law or   regulation applicable to it, except to the extent that any such conflict is   not reasonably likely to have a Material Adverse Effect;                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                       | its   constitutional documents, or, except to the extent that any such conflict is   not reasonably likely to have a Material Adverse Effect, any Designated   Subsidiarys constitutional documents; or                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                       | any   agreement or instrument binding upon it or any Designated Subsidiary or its   or any Designated Subsidiarys assets, except to the extent that any such   conflict is not reasonably likely to have a Material Adverse Effect.                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                              
|16.4 | Power and authority                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | It has the   power to enter into, perform and deliver, and has taken all necessary   corporate action to authorise its entry into, performance and delivery of,   the Transaction Documents to which it is a party and the transactions   contemplated by those Transaction Documents.                                                                                                   

- 35 -

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|16.5 | Validity and admissibility in evidence
|---- | --------------------------------------
|     |                                       
|     | (a)                                   
|     |                                       
|     |                                       
|     |                                       
|     |                                       
|     |                                       
|     |                                       
|     |                                       
|     | (b)                                   
|     |                                       
|16.6 | Governing law and enforcement         
|     |                                       
|     | (a)                                   

- 36 -

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|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any judgment   obtained in England in relation to a Finance Document will be recognised and   enforced in its jurisdiction of incorporation, provided that, with respect to   enforcement in Brazil, it is previously confirmed by the Superior Court of   Justice in Brazil, such confirmation being available only if: (i) the   judgment fulfills all formalities required for its enforceability under the   laws of the country where the same was issued; (ii) the judgment was issued   by a competent court after due service of process upon the parties to the   action; (iii) the judgment is not subject to appeal; (iv) the judgment was   authenticated by a Brazilian consulate in the country where the same was   issued; and (v) the judgment is not contrary to Brazilian national   sovereignty, good morals or public policy.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|16.7  | Deduction of Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | It is not   required to make any deduction for or on account of Tax from any payment it   may make under any Finance Document, except that (a) interest and fees paid   by the Borrower under the Finance Documents will be subject to income tax in   Brazil at a zero percent rate if the Loan is repaid with exports from Brazil   and, should the Loan not be repaid with exports from Brazil, interest and   fees paid by the Borrower under the Finance Documents may be subject to   Brazilian withholding tax at a rate of up to 25% in addition to penalties   levied thereon, and (b) payments of other expenses under the Finance   Documents made by the Borrower will generally be subject to withholding   income tax at the rate of 15%.                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.8  | No filing or stamp taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | Under the   law of its jurisdiction of incorporation it is not necessary that any of the   Transaction Documents be filed, recorded or enrolled with any court or other   authority in that jurisdiction or that any stamp, registration or similar tax   be paid on or in relation to any of the Transaction Documents or the   transactions contemplated by any of the Transaction Documents, except for   certain court costs and deposits to guarantee judgment that may be due if a   proceeding is brought against the Borrower in Brazil.                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.9  | No default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No Event of   Default is continuing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No other   event or circumstance is outstanding which constitutes a default under any   other agreement or instrument which is binding on it or to which its assets   are subject which might have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|16.10 | No insolvency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | No Obligor   has taken any corporate action nor have any other steps been taken or legal   proceedings been started or (to the best of its  knowledge and belief) threatened against any Obligor for its   winding-up, dissolution, administration or re-organisation (whether by   voluntary arrangement, scheme of arrangement or otherwise) or for the   appointment of a receiver, administrator, administrative receiver,   conservator, custodian, trustee or similar officer of it or of any or all its   assets or revenues. Neither Obligor is engaged, nor is it about to engage, in   any business or transaction for which the assets retained by it shall be an   unreasonably small capital, taking into consideration its obligations   incurred hereunder and under the other Transaction Documents to which it is a   party.

- 37 -

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|16.11 | No misleading information
|----- | -------------------------
|      |                          
|      | (a)                      
|      |                          
|      | (b)                      
|      |                          
|      | (c)                      
|      |                          
|      | (d)                      
|      |                          
|16.12 | Financial statements     
|      |                          
|      | (a)                      
|      |                          
|      | (b)                      
|      |                          
|      | (c)                      
|      |                          
|      |                          
|      |                          
|      |                          
|      |                          
|      | (d)                      

- 38 -

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|16.13 | Pari passu ranking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | Its payment   obligations under the Finance Documents rank at least pari passu with the   claims of all its other unsecured and unsubordinated creditors, except for   obligations mandatorily preferred by law applying to companies generally.                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.14 | No proceedings pending or threatened                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | No   litigation, arbitration or administrative proceedings of or before any court,   arbitral body or agency which, if adversely determined, might reasonably be   expected to have a Material Adverse Effect have (to the best of its knowledge   and belief) been started or threatened against it or any other Votorantim   Party.                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.15 | Environmental compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | Each Obligor   has performed and observed in all material respects all Environmental Law,   Environmental Permits and all other material covenants, conditions,   restrictions or agreements directly or indirectly concerned with any   contamination, pollution or waste or the release or discharge of any toxic or   hazardous substance in connection with any real property which is or was at   any time owned, leased or occupied by any Obligor or on which any Obligor has   conducted any activity where failure to do so might reasonably be expected to   have a Material Adverse Effect.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.16 | Environmental Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | No   Environmental Claim has been commenced or (to the best of its knowledge and   belief) is threatened against any Votorantim Party where that claim would be   reasonably likely, if determined against that Votorantim Party, to have a   Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.17 | Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16.18 | No Immunity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | In any   proceedings taken in its jurisdiction of incorporation in relation to this   Agreement, it will not be entitled to claim for itself or any of its assets   immunity from suit, execution, attachment or other legal process.                                                                                                                                                                                                                                                                                                                                                                 

- 39 -

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|16.19 | Private and commercial acts                                                                                                                                                                                                                                                        
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                    
|      | Its   execution of the Finance Documents constitutes, and its exercise of its   rights and performance of its obligations hereunder will constitute, private   and commercial acts done and performed for private and commercial purposes.                                         
|      |                                                                                                                                                                                                                                                                                    
|16.20 | Ranking                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                    
|      | The   Transaction Security has or will have first ranking priority and it is not   subject to any prior ranking or pari passu ranking Security.                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                    
|16.21 | Transaction Security                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                    
|      | Each   Security Document to which it is a party validly creates the Security which   is expressed to be created by that Security Document and evidences the   Security it is expressed to evidence, subject to satisfaction of any   necessary filing or registration requirements.
|      |                                                                                                                                                                                                                                                                                    
|16.22 | Legal and Beneficial Owner                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                    
|      | It is the   absolute legal and beneficial owner of the assets subject to the Security   Documents to which it is a party.                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                    
|16.23 | Ownership                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                    
|      | (a)                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                    
|      | (b)                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                    
|16.24 | Repetition                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                    
|      | The   Repeating Representations are deemed to be made by each Obligor (by reference   to the facts and circumstances then existing) on the Restatement Date and the   first day of each Interest Period.                                                                           
|      |                                                                                                                                                                                                                                                                                    
|17.   | INFORMATION UNDERTAKINGS                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                    
|      | The   undertakings in this Clause 17 remain in force from the Restatement Date for   so long as any amount is outstanding under the Finance Documents.                                                                                                                             
|      |                                                                                                                                                                                                                                                                                    
|17.1  | Financial statements                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                    
|      | Each of the   Obligors shall supply to the Agent:                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                    
|      | (a)                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                    
|      | (b)                                                                                                                                                                                                                                                                                

- 40 -

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|17.2 | Compliance Certificate                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                   
|     | (a)                                                                                                               
|     |                                                                                                                   
|     | (b)                                                                                                               
|     |                                                                                                                   
|17.3 | Requirements as to financial statements                                                                           
|     |                                                                                                                   
|     | (a)                                                                                                               
|     |                                                                                                                   
|     | (b)                                                                                                               
|     |                                                                                                                   
|17.4 | Information: miscellaneous                                                                                        
|     |                                                                                                                   
|     | Each Obligor   shall supply to the Agent (in sufficient copies for all of the Lenders if the   Agent so requests):
|     |                                                                                                                   
|     | (a)                                                                                                               
|     |                                                                                                                   
|     | (b)                                                                                                               
|     |                                                                                                                   
|     | (c)                                                                                                               
|     |                                                                                                                   
|     | (d)                                                                                                               
|     |                                                                                                                   
|     | (e)                                                                                                               

- 41 -

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|17.5 | Notification of default    
|---- | ---------------------------
|     |                            
|     | (a)                        
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     | (b)                        
|     |                            
|     | (c)                        
|     |                            
|17.6 | Know your customer checks
|     |                            
|     | (a)                        
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            
|     |                            

- 42 -

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Each Lender   shall promptly upon the request of the Agent supply, or procure the supply   of, such documentation and other evidence as is reasonably requested by the   Agent (for itself) in order for the Agent to carry out and be satisfied it   has complied with all necessary know your customer or other similar checks   under all applicable laws and regulations pursuant to the transactions   contemplated in the Finance Documents.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18   | FINANCIAL COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The Borrower   shall ensure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Debt   Service Coverage Ratio as of the last day of each Fiscal Semester shall be   not less than 1.0:1.0;                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Net Debt   to EBITDA Ratio as of the last day of each Fiscal Semester shall not be   greater than 3.0:1.0; and                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Total   Debt to Total Capitalisation Ratio as of the last day of each Fiscal Semester   shall not exceed 0.7:1.0.                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The   financial covenants set out above shall be tested by reference to each of the   financial statements and/or each Compliance Certificate delivered pursuant to   Clause 17.1 (Financial Statements)   and Clause 17.2 (Compliance Certificate).   Notwithstanding the foregoing any breach of such financial covenants shall be   considered to have begun as of the last day of the relevant Fiscal Semester.   The calculation of the above ratios (and all components thereof) shall be   made using GAAP.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19.  | GENERAL UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The   undertakings in this Clause 19 remain in force from the Restatement Date for   so long as any amount is outstanding under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19.1 | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Each Obligor   shall promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | obtain,   comply with and do all that is necessary to maintain in full force and   effect; and                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | supply   certified copies to the Agent of,                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | any   Authorisation required under any law or regulation of its jurisdiction of   incorporation to enable it to perform its obligations under the Transaction   Documents and to ensure the legality, validity, enforceability or   admissibility in evidence in its jurisdiction of incorporation of any   Transaction Document (except for those contemplated in sub-clause (y) of   paragraph (a) of Clause 16.5 (Validity and admissibility in evidence)).                                                    

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|19.2 | Compliance with laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | Each Obligor   shall (and shall cause each of its respective Subsidiaries to) comply with   the requirements of all Applicable Laws (including export regulations) and   orders of any Governmental Authority and with all material contractual   obligations applicable to it (or its Subsidiaries), in each case to the   extent that failure to comply therewith could (in the aggregate) reasonably   be expected to have a Material Adverse Effect, except where (and for so long   as) the necessity of compliance therewith is being contested in good faith by   appropriate proceedings.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|19.3 | Negative pledge                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | No Obligor   shall create, assume or suffer to exist any Security (other than the   Transaction Security) over any of its rights under or with respect to any   Sales Contract or the Collection Account.    In addition, no Obligor shall create, assume or suffer to exist (and   the Borrower shall not permit any Designated Subsidiary to create, assume or   suffer to exist), any Security on any of its other assets, whether now owned   or hereafter acquired by it, except:                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   existing on the Restatement Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   extending, renewing or replacing, in whole or in part, any Security   outstanding on the Restatement Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   on assets or shares of Capital Stock of another Person at the time such other   Person becomes a Subsidiary, provided that such Security may not extend to   any other assets owned by such Person;                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   on assets at the time such Obligor or Designated Subsidiary acquires such   assets, including any acquisition by means of a merger or consolidation with   or into such Obligor or Designated Subsidiary, provided that any such   Security may not extend to any other assets owned by such Obligor or   Designated Subsidiary;                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   securing Debt or other obligations of a Subsidiary of any Obligor owing to   such Obligor or a wholly-owned Subsidiary of such Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   in favour of surety bonds or letters of credit issued pursuant to the request   of, and for the account of, such Obligor or Designated Subsidiary in the   ordinary course of its business; or                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any Security   not otherwise described in paragraphs (a) to (m) above, provided that the   aggregate principal amount of Debt at any time outstanding secured by such   Security not otherwise described in paragraphs (a) to (m) above does not   exceed the greater of (i) $200,000,000 (or its equivalent in any other   currency), or (ii) 10% of Consolidated Net Tangible Assets.                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19.4 | Mergers and disposals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Each Obligor   agrees that it will not enter into any transaction of merger or   consolidation, or liquidate, wind up or dissolve itself (or suffer any   liquidation or dissolution), or sell, transfer, lease or otherwise dispose of   (in one transaction or in a series of transactions) all or substantially all   of its assets, provided that either Obligor may merge or consolidate with or   into, or sell or transfer all or substantially all of its assets to, any   other Person (1) that is organised and existing in a country which is a   member of the Organisation for Economic Co-operation and Development or, if   not a country which is a member of the Organization for Economic Co-operation   and Development, such Obligors current jurisdiction of organisation or (2)   has a rating of not less than BBB- from S&P and is not organised or   existing in a jurisdiction with which dealings are generally prohibited by   the laws of the United States of America or
resolution of the United Nations,   if, immediately after giving effect thereto:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (A) with   respect to any merger or consolidation, it is the surviving Person or, if   not, the surviving Person has validly assumed the relevant Obligors   obligations under the Finance Documents to which it is a party, or (B) with   respect to a sale, transfer, lease or other disposition of all or   substantially all of its assets, the Person to whom the assets have been   sold, transferred, leased or otherwise disposed has validly assumed in a   manner reasonably satisfactory to the Agent all obligations under the Finance   Documents to which the relevant Obligor is a

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | party (which   assumption may constitute a novation of such obligations under applicable   law), provided that, with respect to both sub-clauses (A) and (B), with   respect to the Guarantor, the Borrower directly or indirectly owns a majority   of the voting stock of the surviving Person and has the power to direct or   cause the direction of the management and policies of such surviving Person;                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | no Default   exists or would exist immediately after such merger, consolidation, sale,   transfer, lease or other disposition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | there would not be a Default relating to: (i) the Total Debt to Total
Capitalization Ratio under paragraph (c) of Clause 18 (Financial
Covenants) if such ratio was determined as if the date on which such merger,
consolidation, sale, transfer, lease or other disposition was effected was the
last day of a Fiscal Semester of the Borrower or (ii) the Debt Service Coverage
Ratio under paragraph (a) of Clause 18 (Financial Covenants) and/or the
Net Debt to EBITDA Ratio under paragraph (b) of Clause 18 (Financial
Covenants) if such ratios were determined on a pro forma basis giving effect
to such merger, consolidation, sale, transfer, lease or other disposition with
respect to the then most recently completed two Fiscal Semesters of the
Borrower;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | to the   extent reasonably requested by the Agent, the Finance Documents shall have been   amended (or amended and restated) to reflect such merger, consolidation,   sale, transfer, lease or other disposition; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the Agent   shall have received any other opinions, evidence of security interest filings   and other documents or evidence as it may reasonably request in connection   therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | For the   avoidance of doubt, nothing in this Clause 19.4 shall restrict an Obligor   from selling, leasing, transferring or otherwise disposing of obsolete or   worn-out property or equipment no longer used or useful in its business or   any inventory or other assets sold or disposed of in the ordinary course of   its business.                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.5 | Transactions with Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | No Obligor   shall (nor shall permit any of its Subsidiaries to) enter into any   transaction or series of related transactions with any of its Affiliates   other than in the ordinary course of such Obligors (or such Subsidiarys)   business and on terms and conditions substantially as favourable to such   Obligor (or such Subsidiary) as would reasonably be obtained at that time in   a comparable arms-length transaction with a Person other than such   Affiliate. This Clause 19.5 shall not apply to:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any loan or   similar financial transaction (or series of related financial transactions)   entered into for the sole purpose of performing cash management or other   financial management functions of an Affiliate; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | tax   allocation agreements entered into from time to time between an Obligor and   an Affiliate,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|      | unless the   same would materially impair the ability of an Obligor to comply with any of   its obligations under any of the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.6  | Change of business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | The Borrower   shall procure that no substantial change is made to the general nature of the   business of the Obligors from that carried on at the Restatement Date.                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.7  | Maintenance of Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Each Obligor   shall (and the Borrower shall ensure that each member of the Group will)   maintain all of its assets used in its business in good working order and   condition, ordinary wear and tear excepted, and shall maintain insurances on   and in relation to its business and assets with reputable independent   underwriters or insurance companies against those risks and to the extent as   is usual for companies carrying on the same or substantially similar business   where failure to do so might reasonably be expected to have a Material   Adverse Effect.        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.8  | Environmental Compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Each Obligor   shall (and the Borrower shall ensure that each member of the Group will)   comply in all material respects with all Environmental Law and obtain and   maintain any Environmental Permits and take all reasonable steps in   anticipation of known or expected future changes to or obligations under the   same where failure to do so might reasonably be expected to have a Material   Adverse Effect.                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.9  | Environmental Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Each Obligor   shall inform the Agent in writing as soon as reasonably practicable upon   becoming aware of the same:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | where the   claim would be reasonably likely, if determined against that Votorantim   Party, to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.10 | Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Each Obligor   shall (and the Borrower shall ensure that each member of the Group will) duly   and punctually pay and discharge all Taxes imposed upon it or its assets   within the time period allowed without incurring penalties (except (a) to the   extent that (i) such payment is being contested in good faith, (ii) adequate   reserves are being maintained for those Taxes and (iii) such payment can be   lawfully withheld or (b) where the failure to pay or discharge such Taxes   could not (in the aggregate) reasonably be expected to have a Material   Adverse Effect).

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|19.11 | Pari passu ranking                                                                                                                                                                                                                                                                                                                                             
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | Each Obligor   shall ensure that at all times all unsecured and unsubordinated claims of the   Lenders against it under each Finance Document rank at least pari passu with   the claims of all its other unsecured and unsubordinated creditors except   those creditors whose claims are mandatorily preferred by laws of general   application to companies.
|      |                                                                                                                                                                                                                                                                                                                                                                
|19.12 | Access and Inspection: Books and Records                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (c)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (d)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                
|19.13 | Sales Contracts                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | As soon as   the same becomes available, the Guarantor shall deliver, or procure that   there is delivered, to the Trustee:                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                            

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|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | a copy of   any and all documentation delivered to the Guarantor pursuant to any of the   Sales Contracts which might reasonably be expected to affect the calculation   of the Sales Value of any Sales Contract for any Coverage Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.14 | Compliance with Sales Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | The   Guarantor will duly observe and perform all of the covenants, obligations and   conditions which are required to be observed and performed by it under the   Sales Contracts and will pursue all claims to which it is entitled under the   Sales Contracts.                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.15 | No amendment of Sales Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | The Guarantor shall not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | permit or suffer to occur any alteration or waiver of or amendment to   or departure from the terms of any Sales Contract (other than where (i) such   alteration, waiver, amendment or departure occurs in the normal course of the   Guarantors day-to-day commercial operations and (ii) either (A) such   alteration, waiver, amendment or departure does not involve a reduction in   the amount payable under that Sales Contract or a postponement of the due   date for payment of any amount payable under that Sales Contract or (B)   immediately after such alteration, waiver, amendment or departure the   Aggregate Sales Value with respect to the then current Coverage Period is not   less than the amount which is 126.5% of the Debt Service Obligation for that   Coverage Period); or
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | avoid, release, rescind, terminate or otherwise cancel in whole or in   part (or agree to any of the foregoing or acquiesce in any of the foregoing)   any Sales Contract (other than where (i) such avoidance, release, rescission,   termination or cancellation occurs in the normal course of the Guarantors   day-to-day commercial operations and (ii) immediately after such avoidance,   release, rescission, termination or cancellation the Aggregate Sales Value   with respect to the then current Coverage Period is not less than the amount   which is 126.5% of the Debt Service Obligation for that Coverage Period).                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20.   | DEBT SERVICE UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | The   undertakings in this Clause 20 remain in force from the Restatement Date for   so long as any amount is outstanding under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|20.1  | Irrevocable Payment Instructions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Forthwith   upon delivery of any Sales Contract Designation Notice with respect to any   Sales Contract, the Guarantor shall deliver an original duly executed   Irrevocable Payment Instructions with respect to that Sales Contract to the   relevant Buyer and, in the case of a Covered Buyer, the Permitted Covering   Institution issuing the letter or letters of credit or the insurance policy   or policies (as applicable) supporting the relevant Covered Buyers payment   obligations under that Sales Contract (with, in each case, a copy to the   Trustee).

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|20.2 | Sales Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Obligors   shall deliver, or procure that there is delivered, to the Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.3 | Shipping Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | As soon as   the same are available, the Guarantor shall deliver to the Trustee copies of   any and all Documents of Title relating to Products to be delivered to a   Buyer under a Sales Contract and any other document required to be delivered   by the Guarantor to the Buyer in relation to such Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.4 | Collection Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Obligors   shall procure and ensure that all amounts paid by or on behalf of a Buyer in   respect of Products delivered or to be delivered to a Buyer under a Sales   Contract are made directly into the Collection Account.  Without prejudice to the foregoing, in the   event that any amount paid by or on behalf of a Buyer in respect of Products   delivered or to be delivered to a Buyer under a Sales Contract is not paid   directly into the Collection Account and is instead otherwise received by an   Obligor, that Obligor shall forthwith pay such amount to the Collection   Account (and until such payment to the Collection Account the relevant amount   shall be held in trust by the relevant Obligor for the benefit of the   Trustee).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.5 | Debt Service Coverage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Subject to   Clause 20.7 (Top-Up Clause),   the Obligors shall procure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.6 | Sales Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The   Guarantor shall enter into and designate such Sales Contracts as are   necessary to enable it to comply with its obligations under Clause 20.5 (Debt Service Coverage).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|20.7  | Top-UpClause                                                                                                                                                                                                                                                                                                                                                                             
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | In the event   that the Obligors fail to comply with the requirements set out under   paragraph (a) of Clause 20.5 (Debt Service   Coverage) on any Sales Value Testing Date, no breach of this   Agreement shall be deemed to have occurred as a result of such failure if, on   or before the day (the Back-Stop Date)   which is ten days after that Sales Value Testing Date, either:
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | so that on   the Back-Stop Date the Aggregate Sales Value for the Coverage Period in which   the Back-Stop Date falls is not less than the amount which is 115% of the   Debt Service Obligation for that Coverage Period.                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|20.8  | Payments from Collection Account on Interest Payment Dates                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | Without   prejudice to any of the rights and remedies of the Finance Parties under the   Finance Documents, on each Interest Payment Date with respect to each Loan:                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|20.9  | Authorisation of the Obligors                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | Each of the   Obligors specifically authorises the Trustee to make the payments and   transfers specified in Clause 20.8 (Payments   from Collection Account on Interest Payment Dates).                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|20.10 | No Withdrawal                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | The Obligors   shall not at any time be entitled to withdraw or receive any amount standing   to the credit of the Collection Account except as specifically provided in   Clause 20.8 (Payments from Collection   Account on Interest Payment Dates).                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|21.   | EVENTS OF DEFAULT                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                            
|      | Each of the   events or circumstances set out in this Clause 21 is an Event of Default.                                                                                                                                                                                                                                                                                                    

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|21.1 | Non-payment                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                   
|     | An Obligor   does not pay on the due date any amount payable pursuant to a Finance   Document at the place at and in the currency in which it is expressed to be   payable unless:
|     |                                                                                                                                                                                   
|     | (a)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|     | (b)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|21.2 | Financial and other covenants                                                                                                                                                     
|     |                                                                                                                                                                                   
|     | Any   requirement of Clauses 18 (Financial   Covenants) or Clause 20 (Debt   Service Undertaking) is not satisfied.                                                               
|     |                                                                                                                                                                                   
|21.3 | Other obligations                                                                                                                                                                 
|     |                                                                                                                                                                                   
|     | (a)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|     | (b)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|21.4 | Misrepresentation                                                                                                                                                                 
|     |                                                                                                                                                                                   
|     | (a)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|     | (b)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|21.5 | Cross default                                                                                                                                                                     
|     |                                                                                                                                                                                   
|     | (a)                                                                                                                                                                               
|     |                                                                                                                                                                                   
|     | (b)                                                                                                                                                                               

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|     | (c)                                                                                             | Any   commitment for any Debt of any Votorantim Party or any of the consolidated   subsidiaries of the Borrower as determined in accordance with GAAP is   cancelled or suspended by a creditor of any Votorantim Party or any of the   consolidated subsidiaries of the Borrower as determined in accordance with   GAAP as a result of an event of default (however described).               
|---- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                             | Any creditor   of any Votorantim Party or any of the consolidated subsidiaries of the Borrower   as determined in accordance with GAAP has declared any Debt of any Votorantim   Party or any of the consolidated subsidiaries of the Borrower as determined   in accordance with GAAP due and payable prior to its specified maturity as a   result of an event of default (however described).
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)                                                                                             | No Event of   Default will occur under this Clause 21.5 if the aggregate amount of Debt or   commitments for Debt falling within paragraphs (a) to (d) above is equal to   or less than $50,000,000 (or its equivalent in any other currency or   currencies).                                                                                                                                  
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|21.6 | Insolvency                                                                                     
|     |                                                                                                
|     | (a)                                                                                             | A Votorantim   Party is unable or admits inability to pay its debts as they fall due,   suspends making payments on any of its debts or, by reason of actual or   anticipated financial difficulties, commences negotiations with one or more   of its creditors with a view to rescheduling any of its indebtedness.                                                                           
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                             | The value of   the assets of any Votorantim Party is less than its liabilities (taking into   account contingent and prospective liabilities).                                                                                                                                                                                                                                                  
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                             | A moratorium   is declared in respect of any indebtedness of any Votorantim Party.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|21.7 | Insolvency proceedings                                                                         
|     |                                                                                                
|     | Any   corporate action, legal proceedings or other procedure or step is taken in   relation to:
|     |                                                                                                
|     | (a)                                                                                             | the   suspension of payments, a moratorium of any indebtedness, winding-up,   dissolution, administration or reorganisation (by way of voluntary   arrangement, scheme of arrangement or otherwise) of any Votorantim Party   other than a solvent liquidation or reorganisation of any Votorantim Party   which is not an Obligor;                                                             
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                             | a   composition, compromise, assignment or arrangement with any creditor of any   Votorantim Party;                                                                                                                                                                                                                                                                                             
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                             | the   appointment of a liquidator (other than in respect of a solvent liquidation   of a member of the Group which is not an Obligor), receiver, administrative   receiver, administrator or other similar officer in respect of any Votorantim   Party or any of its assets; or                                                                                                                
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                             | enforcement   of any Security over all or any substantial part of the assets of any Votorantim   Party,                                                                                                                                                                                                                                                                                         
|     |                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | or any   analogous procedure or step is taken in any jurisdiction.                             

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|21.8  | Creditors process                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.9  | Judgments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | One or more   judgment(s), order(s), decree(s), award(s), settlement(s) and/or agreement(s)   to settle (including any relating to any arbitration) is/are rendered against   any Votorantim Party in an amount exceeding $50,000,000 (or its equivalent in   any other currency) in the aggregate and shall remain unsatisfied,   undischarged and in effect for a period of 60 or more days without a stay of   execution, unless the same is either (i) adequately bonded or covered by   insurance where the surety or the insurer, as the case may be, has admitted   liability in respect of such judgment(s), order(s), decree(s), award(s),   settlement(s) and/or agreement(s) to settle or (ii) is being contested by   appropriate proceedings properly instituted and diligently conducted and, in   either case, such process is not being executed against any assets of such   Votorantim Party.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.10 | Ownership of the Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | Either   Obligor ceases to be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | and, in   either case, in the opinion of the Majority Lenders (i) the credit risk in   providing a Loan has adversely changed as a result of such event or (ii) such   event may reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.11 | Unlawfulness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | It is or   becomes unlawful for an Obligor to perform any of its material obligations   under the Finance Documents or any Obligor shall so assert in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.12 | Repudiation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | An Obligor   repudiates or rescinds a Transaction Document or evidences an intention to   repudiate or rescind a Transaction Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|21.13 | Cessation of business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | Any Obligor   or any Designated Subsidiary suspends or ceases to carry on (or threatens to   suspend or cease to carry on) all or a material part of its business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|21.14 | Effectiveness of documents
|----- | --------------------------
|      |                           
|      | (a)                       
|      |                           
|      | (b)                       
|      |                           
|      | (c)                       
|      |                           
|      | (d)                       
|      |                           
|      | (e)                       
|      |                           
|21.15 | Governmental Intervention 
|      |                           
|      | (a)                       
|      |                           
|      | (b)                       

|      |                                                                                                                                                                                | (i)                                                                                                                                                                                                                                            | the management of any Obligor or any Designated Subsidiary (which management is material to its day to day business activities) is wholly or substantially displaced or the authority of any Obligor or any Designated Subsidiary in the conduct of its business is wholly or substantially curtailed; or 
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                           | all or a majority of the issued shares of any Obligor or any Designated Subsidiary or the whole or any part (the book value of which is 20 per cent. or more of the book value of the whole) of any of their respective revenues or assets is seized, nationalised, expropriated or compulsorily acquired.
|      |                                                                                                                                                                                |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                           
|21.16 | Acceleration                                                                                                                                                                  
|      |                                                                                                                                                                                |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                           
|      | On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:
|      |                                                                                                                                                                                |                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                           
|      | (a)                                                                                                                                                                            | declare that all or part of any Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

- 55 -

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|     | (b)                                                                                                                                                                                                                                                   | declare that   all or part of any Loan be payable on demand, whereupon they shall   immediately become payable on demand by the Agent on the instructions of the   Majority Lenders; and/or                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                   | exercise, or   direct the Trustee to exercise, any or all of its rights, remedies and powers   under any of the Finance Documents.                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|22.  | CHANGES TO THE LENDERS                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                      
|22.1 | Assignments and transfers by the Lenders                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                      
|     | Subject to   this Clause 22, a Lender (the Existing   Lender) may:                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                   | assign any   of its rights; or                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                   | transfer by   novation any of its rights and obligations,                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|     | to another   bank or financial institution or to a trust, fund or other entity which is   regularly engaged in or established for the purpose of making, purchasing or   investing in loans, securities or other financial assets (the New Lender).
|     |                                                                                                                                                                                                                                                      
|22.2 | Conditions of assignment or transfer                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                   | The consent   of the Borrower is required for an assignment or transfer by an Existing   Lender, unless the assignment is to another Lender or an Affiliate of a   Lender or an Event of Default has occurred and is continuing.                                                                                  
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                   | The consent   of the Borrower to an assignment must not be unreasonably withheld or   delayed.  The Borrower will be deemed   to have given its consent ten Business Days after the Borrower has received   the Existing Lenders request unless such request has been refused by the   Borrower within that time.
|     |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                   | An   assignment will only be effective on:                                                                                                                                                                                                                                                                        

| |     | (i)                                                                                                                  | receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Existing Lender; and
| | --- | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                      |                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                 | performance by the Agent of all necessary know your customer or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.             
| |     |                                                                                                                      |                                                                                                                                                                                                                                                                                                 
| | (d) | A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.

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|     | (e)                                                                                                                                              | If:                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | then the New   Lender or Lender acting through its new Facility Office is only entitled to   receive payment under those Clauses to the same extent as the Existing Lender   or Lender acting through its previous Facility Office would have been if the   assignment, transfer or change had not occurred.
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|22.3 | Assignment or transfer fee                                                                                                                      
|     |                                                                                                                                                 
|     | The New   Lender shall, on the date upon which an assignment or transfer takes effect,   pay to the Agent (for its own account) a fee of $5,000.
|     |                                                                                                                                                 
|22.4 | Limitation of responsibility of Existing Lenders                                                                                                
|     |                                                                                                                                                 
|     | (a)                                                                                                                                              | Unless   expressly agreed to the contrary, an Existing Lender makes no representation   or warranty and assumes no responsibility to a New Lender for:                                                                                                                                                      
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (iii)                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (iv)                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | and any   representations or warranties implied by law are excluded.                                                                                                                                                                                                                                        
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                              | Each New   Lender confirms to the Existing Lender and the other Finance Parties that it:                                                                                                                                                                                                                    
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                        

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|     | (c)                    | Nothing in   any Finance Document obliges an Existing Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|22.5 | Procedure for transfer
|     |                       
|     | (a)                    | Subject to   the conditions set out in Clause 22.2 (Conditions   of assignment or transfer) a transfer is effected in accordance   with paragraph (c) below when the Agent executes an otherwise duly completed   Transfer Certificate delivered to it by the Existing Lender and the New   Lender.  The Agent shall, as soon as   reasonably practicable after receipt by it of a duly completed Transfer   Certificate appearing on its face to comply with the terms of this Agreement   and delivered in accordance with the terms of this Agreement, execute that   Transfer Certificate.
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                    | The Agent   shall only be obliged to execute a Transfer Certificate delivered to it by   the Existing Lender and the New Lender once it is satisfied it has complied   with all necessary know your customer or other similar checks under all   applicable laws and regulations in relation to the transfer to such New   Lender.                                                                                                                                                                                                                                                          
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                    | On the   Transfer Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                        | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |  |      | acquired and   assumed had the New Lender been an Existing Lender with the rights and/or   obligations acquired or assumed by it as a result of the transfer and to that   extent the Agent, the Arranger, the Trustee and the Existing Lender shall   each be released from further obligations to each other under the Finance   Documents; and
| |  | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                                                                                                                                                  
| |  | (iv) | the New   Lender shall become a Party as a Lender.                                                                                                                                                                                                                                                                                             

|22.6 | Copy of Transfer Certificate to Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The Agent   shall, as soon as reasonably practicable after it has executed a Transfer   Certificate, send to the Borrower a copy of that Transfer Certificate.                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.7 | Disclosure of information                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Any Lender   may disclose to any of its Affiliates and any other Person:                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | any   information about any Obligor, the Group or any Buyer and the Transaction   Documents as that Lender shall, in its reasonable opinion, consider   appropriate if, in relation to paragraphs (a) and (b) above, the Person to   whom the information is to be given has entered into a Confidentiality   Undertaking.                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.8 | Participations by Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Any Lender   may enter into any sub-participation in relation to any of the Finance   Documents or the Obligors or any other contractual arrangements with third   parties in respect of any Loan or to reduce its credit exposure to the   Obligors without the consent of the Obligors.  The relevant Lender shall notify the Agent (which shall notify   the Borrower) of each such sub-participation that is entered into within 5   Business Days from the date it is entered into.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|23.  | CHANGES TO THE OBLIGORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No Obligor   may assign any of its rights or transfer any of its rights or obligations   under the Finance Documents unless each of the Lenders has given its prior   written consent to such assignment or transfer.                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|24.  | ROLE OF THE AGENT AND THE ARRANGER                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|24.1 | Appointment of the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | (a)                                                                                                                                                                              | Each other   Finance Party (other than the Trustee) appoints the Agent to act as its agent   under and in connection with the Finance Documents.                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                              | Each other   Finance Party authorises the Agent to exercise the rights, powers,   authorities and discretions specifically given to the Agent under or in   connection with the Finance Documents together with any other incidental   rights, powers, authorities and discretions.
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|24.2 | Duties of the Agent                                                                                                                                                             
|     |                                                                                                                                                                                 
|     | (a)                                                                                                                                                                              | The Agent   shall promptly forward to a Party the original or a copy of any document   which is delivered to the Agent for that Party by any other Party.                                                                                                                          
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                              | Except where   a Finance Document specifically provides otherwise, the Agent is not obliged   to review or check the adequacy, accuracy or completeness of any document it   forwards to another Party.                                                                            
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                              | If the Agent   receives notice from a Party referring to this Agreement, describing a   Default and stating that the circumstance described is a Default, it shall   promptly notify the other Finance Parties.                                                                    
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (d)                                                                                                                                                                              | If the Agent   is aware of the non-payment of any principal, interest or any fee payable to   a Finance Party (other than the Agent, the Arranger or the Trustee) under   this Agreement it shall promptly notify the other Finance Parties.                                       
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (e)                                                                                                                                                                              | The Agents   duties under the Finance Documents are solely mechanical and administrative   in nature.                                                                                                                                                                             
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|24.3 | Role of the Arranger                                                                                                                                                            
|     |                                                                                                                                                                                 
|     | Except as   specifically provided in the Finance Documents, the Arranger has no   obligations of any kind to any other Party under or in connection with any   Finance Document.
|     |                                                                                                                                                                                 
|24.4 | No fiduciary duties                                                                                                                                                             
|     |                                                                                                                                                                                 
|     | (a)                                                                                                                                                                              | Nothing in   this Agreement constitutes the Agent or the Arranger as a trustee or   fiduciary of any other Person.                                                                                                                                                                 
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                              | Neither the   Agent nor the Arranger shall be bound to account to any Lender for any sum or   the profit element of any sum received by it for its own account.                                                                                                                    
|     |                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                    
|24.5 | Business with the Group                                                                                                                                                         
|     |                                                                                                                                                                                 
|     | The Agent   and the Arranger may accept deposits from, lend money to and generally engage   in any kind of banking or other business with any member of the Group.              
|     |                                                                                                                                                                                 
|24.6 | Rights and discretions of the Agent                                                                                                                                             
|     |                                                                                                                                                                                 
|     | (a)                                                                                                                                                                              | The Agent   may rely on:                                                                                                                                                                                                                                                           

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|     |                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any   representation, notice or document believed by it to be genuine, correct and   appropriately authorised; and                                                                                    
|---- | ------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                       
|     |                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any   statement made by a director, authorised signatory or employee of any Person   regarding any matters which may reasonably be assumed to be within his   knowledge or within his power to verify.
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                       
|     | (b)                            | The Agent   may assume (unless it has received notice to the contrary in its capacity as   agent for the Lenders) that:                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | no Default   has occurred (unless it has actual knowledge of a Default arising under   Clause 21.1 (Non-payment));                                                                                    
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                       
|     |                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any right,   power, authority or discretion vested in any Party or the Majority Lenders   has not been exercised; and                                                                                 
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                       
|     |                                | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any notice   or request made by the Borrower is made on behalf of and with the consent and   knowledge of the Guarantor.                                                                              
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                       
|     | (c)                            | Without   prejudice to the Borrowers obligations under Clause 14 (Costs and Expenses), the Agent may   engage, pay for and rely on the advice or services of any lawyers,   accountants, surveyors or other experts.                                                                                                                                                                                                                                                                                                                             
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (d)                            | The Agent   may act in relation to the Finance Documents through its personnel and   agents.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (e)                            | The Agent   may disclose to any other Party any information it reasonably believes it has   received as agent under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (f)                            | Notwithstanding   any other provision of any Finance Document to the contrary, neither the   Agent nor the Arranger is obliged to do or omit to do anything if it would or   might in its reasonable opinion constitute a breach of any law or regulation   or a breach of a fiduciary duty or duty of confidentiality.                                                                                                                                                                                                                           
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|24.7 | Majority Lenders instructions
|     |                               
|     | (a)                            | Unless a   contrary indication appears in a Finance Document, the Agent shall (i)   exercise any right, power, authority or discretion vested in it as Agent in   accordance with any instructions given to it by the Majority Lenders (or, if   so instructed by the Majority Lenders, refrain from exercising any right,   power, authority or discretion vested in it as Agent) and (ii) not be liable   for any act (or omission) if it acts (or refrains from taking any action) in   accordance with an instruction of the Majority Lenders.
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                            | Unless a   contrary indication appears in a Finance Document, any instructions given by   the Majority Lenders will be binding on all the Finance Parties other than   the Trustee.                                                                                                                                                                                                                                                                                                                                                               
|     |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                            | The Agent   may refrain from acting in accordance with the instructions of the Majority   Lenders (or, if appropriate, the Lenders) until it has received such security   as it may require for any cost, loss or liability (together with any associated   VAT) which it may incur in complying with the instructions.                                                                                                                                                                                                                           

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|     | (d)                                                | In the   absence of instructions from the Majority Lenders, (or, if appropriate, the   Lenders) the Agent may act (or refrain from taking action) as it considers to   be in the best interest of the Lenders.                                                                                                                                                                                                
|---- | -------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                | The Agent is   not authorised to act on behalf of a Lender (without first obtaining that   Lenders consent) in any legal or arbitration proceedings relating to any   Finance Document.                                                                                                                                                                                                                      
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|24.8 | Responsibility for documentation                  
|     |                                                   
|     | None of the   Agent, the Arranger and the Trustee:
|     |                                                   
|     | (a)                                                | is   responsible for the adequacy, accuracy and/or completeness of any information   (whether oral or written) supplied by the Agent, the Arranger, the Trustee,   an Obligor or any other Person given in or in connection with any Transaction   Documents or the transactions contemplated in the Transaction Documents; or                                                                                
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                | is   responsible for the legality, validity, effectiveness, adequacy or   enforceability of any Transaction Documents or the Transaction Security or   any other agreement, arrangement or document entered into, made or executed   in anticipation of or in connection with any Transaction Documents or the   Transaction Security.                                                                        
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|24.9 | Exclusion of liability                            
|     |                                                   
|     | (a)                                                | Without   limiting paragraph (b) below, neither the Agent nor the Trustee will be   liable for any action taken by it under or in connection with any Transaction   Documents or the Transaction Security, unless directly caused by its gross   negligence or wilful misconduct.                                                                                                                             
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                | No Party   (other than the Agent or, as the case may be, the Trustee) may take any   proceedings against any officer, employee or agent of the Agent or the   Trustee in respect of any claim it might have against the Agent or Trustee or   in respect of any act or omission of any kind by that officer, employee or   agent in relation to any Transaction Documents or any Transaction Security.        
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                | The Agent   will not be liable for any delay (or any related consequences) in crediting   an account with an amount required under the Finance Documents to be paid by   the Agent if the Agent has taken all necessary steps as soon as reasonably   practicable to comply with the regulations or operating procedures of any   recognised clearing or settlement system used by the Agent for that purpose.
|     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (d)                                                | The Trustee   will not be liable for any losses to any Person or any liability arising as a   result of taking or refraining from taking any action in relation to any of   the Transaction Documents or the Transaction Security or otherwise, whether   in accordance with an instruction from the Agent or otherwise, unless   directly caused by its gross negligence or wilful misconduct.               

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|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Trustee   will not be liable for (i) the exercise of, or the failure to exercise, any   judgment, discretion or power given to it by or in connection with any of the   Transaction Documents, the Transaction Security or any other agreement,   arrangement or document entered into, made or executed in anticipation of, or   in connection with the Transaction Documents or the Transaction Security or   (ii) any shortfall which arises on the enforcement of the Transaction   Security.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Nothing in   this Agreement shall oblige the Agent, the Arranger or the Trustee to carry   out any know your customer or other checks in relation to the identity of   any Person on behalf of any Lender and each Lender confirms to the Agent, the   Arranger or the Trustee that it is solely responsible for any such checks it   is required to carry out and that it may not rely on any statement in   relation to such checks made by the Agent, the Arranger or the Trustee.              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|24.10 | Lenders indemnity to the Agent and Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | Each Lender   shall (in proportion to its participation in all Loans then outstanding)   indemnify each of the Agent and the Trustee, within three Business Days of   demand, against any cost, loss or liability incurred by the Agent or the   Trustee (otherwise than by reason of the Agents or the Trustees gross   negligence or wilful misconduct) in acting as Agent or as Trustee under the   Finance Documents (unless the Agent or the Trustee has been reimbursed by an   Obligor pursuant to a Finance Document).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|24.11 | Resignation of the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Agent   may resign and appoint one of its Affiliates as successor by giving notice to   the other Finance Parties and the Borrower.                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Alternatively   the Agent may resign by giving notice to the other Finance Parties and the   Borrower, in which case the Majority Lenders (after consultation with the   Borrower) may appoint a successor Agent.                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | If the   Majority Lenders have not appointed a successor Agent in accordance with   paragraph (b) above within 30 days after notice of resignation was given, the   Agent (after consultation with the Borrower) may appoint a successor Agent.                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The retiring   Agent shall, at its own cost, make available to the successor Agent such   documents and records and provide such assistance as the successor Agent may   reasonably request for the purposes of performing its functions as Agent   under the Finance Documents.                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Agents   resignation notice shall only take effect upon the appointment of a   successor.                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Upon the   appointment of a successor, the retiring Agent shall be discharged from any   further obligation in respect of the Finance Documents but shall remain   entitled to the benefit of this Clause 24.    Its successor and each of the other Parties shall have the same rights   and obligations amongst themselves as they would have had if such successor   had been an original Party.                                                                                                  

- 63 -

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|      | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | After   consultation with the Borrower, the Majority Lenders may, by notice to the   Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Agent shall resign in   accordance with paragraph (b) above.                                                                                                           
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|24.12 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | In acting as   agent for the Finance Parties or, as the case may be, trustee for the Secured   Parties, the Agent and the Trustee shall be regarded as acting through its   agency division, or as appropriate, trustee division which shall be treated   as a separate entity from any other of its divisions or departments.                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | If   information is received by another division or department of the Agent or the   Trustee, it may be treated as confidential to that division or department and   neither the Agent nor the Trustee shall be deemed to have notice of it.                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|24.13 | Relationship with the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Agent   may treat each Lender as a Lender, entitled to payments under this Agreement   and acting through its Facility Office unless it has received not less than   ten Business Days prior notice from that Lender to the contrary in accordance   with the terms of this Agreement.                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Each Secured   Party shall supply the Agent with any information that the Trustee may reasonably   specify (through the Agent) as being necessary or desirable to enable the   Trustee to perform its functions as trustee.    Each Lender shall deal with the Trustee exclusively through the Agent   and shall not deal directly with the Trustee.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|24.14 | Credit appraisal by the Secured Parties                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Without   affecting the responsibility of any Obligor for information supplied by it or   on its behalf in connection with any Transaction Document, each Secured Party   confirms to the Agent, the Arranger and the Trustee that it has been, and   will continue to be, solely responsible for making its own independent   appraisal and investigation of all risks arising under or in connection with   any Transaction Document including but not limited to:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the   financial condition, status and nature of each member of the Group and the   Buyers;                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the   legality, validity, effectiveness, adequacy or enforceability of any   Transaction Document and the Transaction Security and any other agreement,   arrangement or document entered into, made or executed in anticipation of,   under or in connection with any Transaction Document or the Transaction   Security;                          

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|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | whether that   Secured Party has recourse, and the nature and extent of that recourse,   against any Party or any of its respective assets under or in connection with   any Transaction Document, the Transaction Security, the transactions   contemplated by the Transaction Document or any other agreement, arrangement   or document entered into, made or executed in anticipation of, under or in   connection with any Transaction Document;                                                                        
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the   adequacy, accuracy and/or completeness of any information provided by the   Agent, the Trustee, any Party or by any other Person under or in connection   with any Transaction Document, the transactions contemplated by the   Transaction Document or any other agreement, arrangement or document entered   into, made or executed in anticipation of, under or in connection with any   Transaction Documents; and                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the right or   title of any Person in or to, or the value or sufficiency of any part of the   Secured Property, the priority of any of the Transaction Security or the   existence of any Security affecting the Secured Property.                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.15 | Deduction from amounts payable by the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | If any Party   owes an amount to the Agent under the Finance Documents the Agent may, after   giving notice to that Party, deduct an amount not exceeding that amount from   any payment to that Party which the Agent would otherwise be obliged to make   under the Finance Documents and apply the amount deducted in or towards   satisfaction of the amount owed.  For   the purposes of the Finance Documents that Party shall be regarded as having   received any amount so deducted.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|25.   | ROLE OF TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|25.1  | Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | The Trustee   declares that it shall hold the Transaction Security on trust for the Secured   Parties on the terms contained in this Agreement.  Each of the parties to this Agreement agrees that the Trustee   shall have only those duties, obligations and responsibilities expressly   specified in this Agreement or in the Security Documents (and no others shall   be implied).                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|25.2  | No Independent Power                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | The Secured   Parties shall not have any independent power to enforce, or have recourse to,   any of the Transaction Security or to exercise any rights or powers arising   under the Security Documents except through the Trustee.                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|25.3  | Trustees Instructions                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | The Trustee   shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | unless a   contrary indication appears in a Finance Document, act in accordance with any   instructions given to it by the Agent and shall be entitled to assume that   (i) any instructions received by it from the Agent are duly given by or on   behalf of the Majority Lenders or, as the case may be, the Lenders in   accordance with the terms of the Finance Documents and (ii) unless it has   received actual notice of revocation that any instructions or directions   given by the Agent have not been revoked;

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|     | (b)                                            | be entitled   to request instructions, or clarification of any direction, from the Agent as   to whether, and in what manner, it should exercise or refrain from exercising   any rights, powers and discretions and the Trustee may refrain from acting   unless and until those instructions or clarification are received by it; and                         
|---- | ---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                            | be entitled   to carry out all dealings with the Lenders through the Agent and may give to   the Agent any notice or other communication required to be given by the   Trustee to the Lenders.                                                                                                                                                                  
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                 
|25.4 | Trustees Actions                             
|     |                                               
|     | Subject to   the provisions of this Clause 25:
|     |                                               
|     | (a)                                            | the Trustee   may, in the absence of any instructions to the contrary, take such action in   the exercise of any of its powers and duties under the Finance Documents   which in its absolute discretion it considers to be for the protection and   benefit of all the Secured Parties; and                                                                    
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                            | at any time   after receipt by the Trustee of notice from the Agent directing the Trustee   to exercise all or any of its rights, remedies, powers or discretions under   any of the Finance Documents, the Trustee may, and shall if so directed by   the Agent, take any action as in its sole discretion it thinks fit to enforce   the Transaction Security.
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                 
|25.5 | Trustees Discretions                         
|     |                                               
|     | (a)                                            | The Trustee   may assume (unless it has received actual notice to the contrary in its   capacity as trustee for the Secured Parties) that:                                                                                                                                                                                                                      

| |     | (i)                                                                                                                                                                                                                                                                               | no Default has occurred and none of the Obligors or the Buyers is in breach of or default under its obligations under any of the Transaction Documents; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                   |                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                              | any right, power, authority or discretion vested in any Person has not been exercised.                                                                     
| |     |                                                                                                                                                                                                                                                                                   |                                                                                                                                                            
| | (b) | The Trustee may, if it receives any instructions or directions from the Agent to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied.                          
| |     |                                                                                                                                                                                                                                                                                   |                                                                                                                                                            
| | (c) | Without prejudice to the Borrowers obligations under Clause 14 (Costs and Expenses), the Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts (whether obtained by the Trustee or by any other Secured Party).

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|     | (d)                                                   | The Trustee   may rely upon any communication or document believed by it to be genuine and,   as to any matters of fact which might reasonably be expected to be within the   knowledge of a Secured Party or an Obligor, upon a certificate signed by or   on behalf of that Person.                                                                                                                                                                                                         
|---- | ----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                   | The Trustee   may refrain from acting in accordance with the instructions of the Agent or   Lenders (including bringing any legal action or proceeding arising out of or   in connection with the Transaction Documents) until it has received any   indemnification and/or security that it may in its absolute discretion   require (whether by way of payment in advance or otherwise) for all costs,   losses and liabilities which it may incur in bringing such action or   proceedings.
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|25.6 | Trustees Obligations                                
|     |                                                      
|     | The Trustee   shall promptly inform the Agent of:    
|     |                                                      
|     | (a)                                                   | the contents   of any notice or document received by it in its capacity as Trustee from any   Obligor or any Buyer under any Transaction Document; and                                                                                                                                                                                                                                                                                                                                        
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                   | the   occurrence of any Default of which the Trustee has received notice from any   other party to this Agreement.                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|25.7 | Excluded Obligations                                 
|     |                                                      
|     | The Trustee   shall not:                             
|     |                                                      
|     | (a)                                                   | be bound to   enquire as to the occurrence or otherwise of any Default or the performance,   default or any breach by an Obligor or a Buyer of its obligations under any   of the Transaction Documents;                                                                                                                                                                                                                                                                                      
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                   | be bound to   account to any other Secured Party for any sum or the profit element of any   sum received by it for its own account;                                                                                                                                                                                                                                                                                                                                                           
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                   | be bound to   disclose to any other Person (including any Secured Party) (i) any   confidential information or (ii) any other information if disclosure would,   or might in its reasonable opinion, constitute a breach of any law or be a   breach of fiduciary duty;                                                                                                                                                                                                                       
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (d)                                                   | be under any   obligations other than those which are specifically provided for in the   Finance Documents; or                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                   | have or be   deemed to have any duty, obligation or responsibility to, or relationship of   trust or agency with, any Obligor.                                                                                                                                                                                                                                                                                                                                                                
|     |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|25.8 | No responsibility to perfect Transaction Security    
|     |                                                      
|     | The Trustee   shall not be liable for any failure to:
|     |                                                      
|     | (a)                                                   | require the   deposit with it of any deed or document certifying, representing or   constituting the title of any Obligor to any of the Secured Property;                                                                                                                                                                                                                                                                                                                                     

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|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | obtain any   licence, consent or other authority for the execution, delivery, legality, validity,   enforceability or admissibility in evidence of any of the Transaction   Documents or the Transaction Security;                                                                                                                                                                                                                                                                    
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | register,   file or record or otherwise protect any of the Transaction Security (or the   priority of any of the Transaction Security) under any applicable laws in any   jurisdiction or to give notice to any Person of the execution of any of the   Transaction Documents or of the Transaction Security;                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | take, or to   require any of the Obligors to take, any steps to perfect its title to any of   the Secured Property or to render the Transaction Security effective or to   secure the creation of any ancillary Security under the laws of any   jurisdiction; or                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | require any   further assurances in relation to any of the Security Documents.                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|25.9  | Insurance by Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Trustee   shall not be under any obligation to insure any of the Secured Property, to   require any other Person to maintain any insurance or to verify any   obligation to arrange or maintain insurance contained in the Transaction   Documents.  The Trustee shall not be   responsible for any loss which may be suffered by any Person as a result of   the lack of or inadequacy of any such insurance.                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | If the   Trustee is named on any insurance policy as an insured party, it shall not be   responsible for any loss which may be suffered by reason of, directly or   indirectly, its failure to notify the insurers of any material fact relating   to the risk assumed by the insurers or any other information of any kind,   unless any Secured Party has requested it to do so in writing and the Trustee   has failed to do so within fourteen days after receipt of that request.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|25.10 | Custodians and Nominees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | The Trustee   may appoint and pay any Person to act as a custodian or nominee on any terms   in relation to any assets of the trust as the Trustee may determine,   including for the purpose of depositing with a custodian this Agreement or   any document relating to the trust created under this Agreement and the   Trustee shall not be responsible for any loss, liability, expense, demand,   cost, claim or proceedings incurred by reason of the misconduct, omission or   default on the part of any Person appointed by it under this Agreement or be   bound to supervise the proceedings or acts of any Person.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|25.11 | Acceptance of Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | The Trustee   shall be entitled to accept without enquiry, and shall not be obliged to   investigate, the right and title as each of the Obligors may have to any of   the Secured Property and shall not be liable for or bound to require any   Obligor to remedy any defect in its right or title.                                                                                                                                                                                                                                                                                                                          

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|25.12 | Refrain from Illegality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The Trustee   may refrain from doing anything which in its opinion will or may be contrary   to any relevant law, directive or regulation of any jurisdiction which would   or might otherwise render it liable to any Person, and the Trustee may do   anything which is, in its opinion, necessary to comply with any law,   directive or regulation.                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.13 | Business with the Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The Trustee   may accept deposits from, lend money to, and generally engage in any kind of   banking or other business with any of the Obligors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.14 | Releases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Upon a   disposal of any of the Secured Property:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | the Trustee   shall (at the cost of the Borrower) release that property from the   Transaction Security and is authorised to execute, without the need for any   further authority from the Secured Parties, any release of the Transaction   Security or other claim over that asset and to issue any certificates of   non-crystallisation of floating charges that may be required or desirable.                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.15 | Winding up of Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | If the   Trustee, with the approval of the Majority Lenders, determines that (a) all   of the Secured Obligations and all other obligations secured by any of the   Security Documents have been fully and finally discharged and (b) none of the   Secured Parties is under any commitment, obligation or liability (actual or   contingent) to make advances or provide other financial accommodation to any   Obligor pursuant to the Finance Documents, the trusts set out in this   Agreement shall be wound up and the Trustee shall release, without recourse   or warranty, all of the Transaction Security and the rights of the Trustee   under each of the Security Documents.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.16 | Perpetuity Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The   perpetuity period under the rule against perpetuities, if applicable to this   Agreement, shall be the period of eighty years from the Restatement Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.17 | Powers Supplemental                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The rights,   powers and discretions conferred upon the Trustee by this Agreement shall be   supplemental to the Trustee Acts 1925 and 2000 and in addition to any which   may be vested in the Trustee by general law or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.18 | Disapplication                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Section 1 of   the Trustee Act 2000 shall not apply to the duties of the Trustee in relation   to the trusts constituted by this Agreement.    Where there are any inconsistencies between the Trustee Acts 1925 and   2000 and the provisions of this Agreement, the provisions of this Agreement   shall, to the extent allowed by law, prevail and, in the case of any   inconsistency with the Trustee Act 2000, the provisions of this Agreement   shall constitute a restriction or exclusion for the purposes of that Act.                                                                                                                                                        

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|25.19 | Resignation of Trustee
|----- | ----------------------
|      |                       
|      | (a)                   
|      |                       
|      | (b)                   
|      |                       
|      | (c)                   
|      |                       
|      | (d)                   
|      |                       
|      | (e)                   
|      |                       
|      | (f)                   
|      |                       
|      | (g)                   
|      |                       
|25.20 | Delegation            
|      |                       
|      | (a)                   
|      |                       
|      | (b)                   

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|25.21 | Additional Trustees                        
|----- | -------------------------------------------
|      |                                            
|      | (a)                                        
|      |                                            
|      | (b)                                        
|      |                                            
|      | (c)                                        
|      |                                            
|25.22 | Parallel Debt (Covenant to pay the Trustee)
|      |                                            
|      | (a)                                        
|      |                                            
|      | (b)                                        
|      |                                            
|      | (c)                                        
|      |                                            
|26.   | CONDUCT OF BUSINESS BY THE FINANCE PARTIES 
|      |                                            
|      | No provision   of this Agreement will:     
|      |                                            
|      | (a)                                        
|      |                                            
|      | (b)                                        
|      |                                            
|      | (c)                                        

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|27.  | SHARING AMONG THE FINANCE PARTIES                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                          
|27.1 | Payments to Finance Parties                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                          
|     | If a Finance   Party (a Recovering Finance Party)   receives or recovers any amount from an Obligor other than in accordance with   Clause 28 (Payment mechanics)   or Clause 30 (Application of Proceeds)   and applies that amount to a payment due under the Finance Documents then:
|     |                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                          
|27.2 | Redistribution of payments                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                          
|     | The Agent   shall treat the Sharing Payment as if it had been paid by the relevant   Obligor and distribute it between the Finance Parties (other than the   Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).                                                
|     |                                                                                                                                                                                                                                                                                          
|27.3 | Recovering Finance Partys rights                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                          
|27.4 | Reversal of redistribution                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                          
|     | If any part   of the Sharing Payment received or recovered by a Recovering Finance Party   becomes repayable and is repaid by that Recovering Finance Party, then:                                                                                                                       
|     |                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                      

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|     | (b)        | that Recovering Finance Partys rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed.            
|---- | ---------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |            |                                                                                                                                                                                                                    
|27.5 | Exceptions
|     |           
|     | (a)        | This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.       
|     |            |                                                                                                                                                                                                                    
|     | (b)        | A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

| | (i)  | it notified that other Finance Party of the legal or arbitration proceedings; and                                                                                                                                                          
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                            
| | (ii) | that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

|28.  | PAYMENT MECHANICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.1 | Payments to the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.2 | Distributions by the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Each payment   received by the Agent under the Finance Documents for another Party shall,   subject to Clause 28.3 (Distributions to   an Obligor), Clause 28.4 (Clawback)   and Clause 24.15 (Deduction from amounts   payable by the Agent) be made available by the Agent as soon as   practicable after receipt to the Party entitled to receive payment in   accordance with this Agreement (in the case of a Lender, for the account of   its Facility Office), to such account as that Party may notify to the Agent   by not less than five Business Days notice with a bank in the principal   financial centre of the country of that currency.

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|28.3 | Distributions to an Obligor                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Agent   may (with the consent of the relevant Obligor or in accordance with Clause 29   (Set-off)) apply any amount   received by it for that Obligor in or towards payment (on the date and in the   currency and funds of receipt) of any amount due from that Obligor under the   Finance Documents or in or towards purchase of any amount of any currency to   be so applied.
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|28.4 | Clawback                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|28.5 | Partial payments                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|28.6 | No set-off by the Obligors                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                       
|     | All payments   to be made by an Obligor under the Finance Documents shall be calculated and   be made without (and free and clear of any deduction for) set-off or   counterclaim.                                                                                                                                                                                                    

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|28.7 | Payment on Business Days
|---- | ------------------------
|     |                         
|     | (a)                     
|     |                         
|     | (b)                     
|     |                         
|28.8 | Currency of account     
|     |                         
|     | (a)                     
|     |                         
|     | (b)                     
|     |                         
|     | (c)                     

|28.9 | Change of currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.  | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, that Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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|30.  | APPLICATION OF PROCEEDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|30.1 | Order of Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | All moneys   from time to time received or recovered by the Trustee under Clause 25.22 (Parallel Debt (Covenant to pay Trustee))   and/or in connection with the realisation or enforcement of all or any part   of the Transaction Security shall be held by the Trustee on trust to apply   them at such times as the Trustee sees fit, to the extent permitted by   applicable law, in the following order of priority:                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|30.2 | Investment of Proceeds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Prior to the   application of the proceeds of the Transaction Security in accordance with   Clause 30.1 (Order of Application)   the Trustee may, at its discretion, hold all or part of those proceeds in an   interest bearing suspense or impersonal account(s) in the name of the Trustee   or the Agent with any financial institution (including itself) and for so   long as the Trustee thinks fit (the interest being credited to the relevant   account) pending the application from time to time of those monies at the   Trustees discretion in accordance with the provisions of this Clause 30.                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|30.3 | Currency Conversion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|30.4 | Permitted Deductions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Trustee   shall be entitled (a) to set aside by way of reserve amounts required to meet   and (b) to make and pay, any deductions and withholdings (on account of Tax   or otherwise) which it is or may be required by any applicable law to make   from any distribution or payment made by it under this Agreement, and to pay   all Tax which may be assessed against it in respect of any of the Secured   Property, or as a consequence of performing its duties, or by virtue of its   capacity as Trustee under any of the Finance Documents or otherwise (except   in connection with its remuneration for performing its duties under this   Agreement).

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|30.5 | Discharge of Secured Obligations                                                                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         
|30.6 | Sums received by the Obligors                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                         
|     | If an   Obligor receives any sum which, pursuant to any of the Finance Documents,   should have been paid to the Trustee, that sum shall promptly be paid to the   Trustee for application in accordance with this Clause 30.                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                         
|30.7 | Application and consideration                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                         
|     | In   consideration for the covenants given to the Trustee by each Obligor in   Clause 25.22 (Parallel Debt (Covenant to   pay the Trustee)), the Trustee agrees with each Obligor to apply   all moneys from time to time paid by such Obligor to the Trustee in   accordance with the provisions of Clause 30.1 (Order of Application).
|     |                                                                                                                                                                                                                                                                                                                                         
|31.  | NOTICES                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                         
|31.1 | Communications in writing                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                         
|     | Any   communication to be made under or in connection with the Finance Documents   shall be made in writing and, unless otherwise stated, may be made by fax or   letter.                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                         
|31.2 | Addresses                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                         
|     | The address   and fax number (and the department or officer, if any, for whose attention   the communication is to be made) of each Party for any communication or   document to be made or delivered under or in connection with the Finance   Documents is:                                                                           
|     |                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         
|     | or any   substitute address or fax number or department or officer as the Party may   notify to the Agent (or the Agent may notify to the other Parties, if a   change is made by the Agent) by not less than five Business Days notice.                                                                                               

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|31.3 | Delivery                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (e)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (f)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|31.4 | Notification of address and fax number                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                      
|     | Promptly   upon receipt of notification of an address or fax number or change of address   or fax number pursuant to Clause 31.2 (Addresses)   or changing its own address or fax number, the Agent shall notify the other   Parties.
|     |                                                                                                                                                                                                                                      
|31.5 | Use of websites                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                      

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|     |                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                     | the website   or any information on the website is infected by any electronic virus or   similar software;                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                          |                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)                                                                                    | the relevant   password specification for the website is changed; or                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                          |                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                  | (iv)                                                                                     | any   information to be supplied under the Finance Documents is posted on the   website or amended after being posted.                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                          |                                                                                                                                                                                                                                                
|31.6 | English language                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                              | Any notice   given under or in connection with any Finance Document must be in English. 
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                              | All other   documents provided under or in connection with any Finance Document must be:
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                      | in English;   or                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                          |                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                     | if not in   English, and if so required by the Agent, accompanied by a certified English   translation and, in this case, the English translation will prevail unless   the document is a constitutional, statutory or other official document.
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                          |                                                                                                                                                                                                                                                
|32.  | CALCULATIONS AND CERTIFICATES                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|32.1 | Accounts                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | In any litigation   or arbitration proceedings arising out of or in connection with a Finance   Document, the entries made in the accounts maintained by a Finance Party are   prima facie evidence of the matters to which they relate.                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|32.2 | Certificates and Determinations                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Any   certification or determination by a Finance Party of a rate or amount under   any Finance Document is, in the absence of manifest error, conclusive   evidence of the matters to which it relates.                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|32.3 | Day count convention                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                         
|     | Any   interest, commission or fee accruing under a Finance Document will accrue   from day to day and is calculated on the basis of the actual number of days   elapsed and a year of 360 days or, in any case where the practice in the   Relevant Interbank Market differs, in accordance with that market practice.                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|33.  | PARTIAL INVALIDITY                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|     | If, at any   time, any provision of the Finance Documents is or becomes illegal, invalid   or unenforceable in any respect under any law of any jurisdiction, neither   the legality, validity or enforceability of the remaining provisions nor the   legality, validity or enforceability of such provision under the law of any   other jurisdiction will in any way be affected or impaired.

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|34.  | REMEDIES AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | No failure   to exercise, nor any delay in exercising, on the part of any Secured Party or   the Arranger, any right or remedy under the Finance Documents shall operate   as a waiver, nor shall any single or partial exercise of any right or remedy   prevent any further or other exercise or the exercise of any other right or   remedy.  The rights and remedies   provided in this Agreement are cumulative and not exclusive of any rights or   remedies provided by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|35.  | AMENDMENTS   AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|35.1 | Required consents                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|35.2 | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|36.                                                                                           | COUNTERPARTS                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | Each Finance   Document may be executed in any number of counterparts, and this has the same   effect as if the signatures on the counterparts were on a single copy of the   Finance Document.                                                       
|                                                                                              |                                                                                                                                                                                                                                                       
|37.                                                                                           | GOVERNING LAW                                                                                                                                                                                                                                         
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | This   Agreement is governed by English law.    For the purposes of article 9 of Brazilian Decree-Law No. 4,657 dated   4 September 1942, and for no other purpose whatsoever, the transactions   contemplated hereby have been proposed by the Agent.
|                                                                                              |                                                                                                                                                                                                                                                       
|38.                                                                                           | ENFORCEMENT                                                                                                                                                                                                                                           
|                                                                                              |                                                                                                                                                                                                                                                       
|38.1                                                                                          | Jurisdiction                                                                                                                                                                                                                                          
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | (a)                                                                                                                                                                                                                                                   
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | (b)                                                                                                                                                                                                                                                   
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | (c)                                                                                                                                                                                                                                                   
|                                                                                              |                                                                                                                                                                                                                                                       
|38.2                                                                                          | Service of process                                                                                                                                                                                                                                    
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | Without prejudice   to any other mode of service allowed under any relevant law, each Obligor:                                                                                                                                                        
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | (a)                                                                                                                                                                                                                                                   
|                                                                                              |                                                                                                                                                                                                                                                       
|                                                                                              | (b)                                                                                                                                                                                                                                                   
|                                                                                              |                                                                                                                                                                                                                                                       
|This Agreement has been entered into on the date stated at the   beginning of this Agreement.

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SCHEDULE 1

THE EXISTING LENDERS

|Name of   Existing Lender |  | A1 Loan   ($) |  | A2 Loan   ($) |  | A3 Loan   ($)
|------------------------- |  | ------------- |  | ------------- |  | -------------
|                          |  |               |  |               |  |              
|ABN AMRO Bank N.V.        |  | 16,666,666.66 |  | 16,666,666.66 |  | 41,000,000.00
|                          |  |               |  |               |  |              
|Name of   Existing Lender |  | B1 Loan   ($) |  | B2 Loan   ($) |  | B3 Loan   ($)
|                          |  |               |  |               |  |              
|ABN AMRO Bank N.V.        |  | 16,666,666.67 |  | 16,666,666.67 |  | 41,000,000.00
|                          |  |               |  |               |  |              
|Name of   Existing Lender |  | C1 Loan   ($) |  | C2 Loan   ($) |  | C3 Loan   ($)
|                          |  |               |  |               |  |              
|ABN AMRO Bank N.V.        |  | 16,666,666.67 |  | 16,666,666.67 |  | 41,000,000.00
|                          |  |               |  |               |  |              

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SCHEDULE 2

FORM OF TRANSFER CERTIFICATE

To:          ABN AMRO Bank N.V. as Agent

From:     [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated:

Votorantim Celulose e Papel S.A.  Restated $223,000,000 Pre-Export Finance Agreement (the Agreement), as restated pursuant to a restatement agreement dated [] 2006

|1. | We refer to   the Agreement.  This is a Transfer   Certificate.  Terms defined in the   Agreement have the same meaning in this Transfer Certificate unless given a   different meaning in this Transfer Certificate.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                      
|2. | We refer to   Clause 22.5 (Procedure for transfer):                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|3. | The New   Lender expressly acknowledges the limitations on the Existing Lenders   obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders).                           
|   |                                                                                                                                                                                                                      
|4. | This   Transfer Certificate may be executed in any number of counterparts and this   has the same effect as if the signatures on the counterparts were on a single   copy of this Transfer Certificate.              
|   |                                                                                                                                                                                                                      
|5. | This   Transfer Certificate is governed by English law.                                                                                                                                                              

- 83 -

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THE SCHEDULE

Rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

|[Existing   Lender] | [New Lender]
|------------------- | ------------
|                    |             
|By:                 | By          
|                    |             

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [].

The Agent

ABN AMRO Bank N.V.

By:

- 84 -

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SCHEDULE 3

FORM OF COMPLIANCE CERTIFICATE

To:           ABN AMRO Bank N.V. as Agent

From:      Votorantim Celulose e Papel S.A. (the Borrower) as Borrower

Dated: []

Dear Sirs

Votorantim Celulose e Papel S.A.  Restated $223,000,000 Pre-Export Finance Agreement (the Agreement), as restated pursuant to a restatement agreement dated [] 2006

|1. | We refer to   the Agreement.  This is a Compliance   Certificate.  Terms defined in the   Agreement have the same meaning in this Compliance Certificate unless given a   different meaning in this Compliance Certificate.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                            
|2. | We confirm   that:                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                            
|   | [insert details of financial covenants and whether   the Borrower is in compliance with those covenants.]                                                                                                                  
|   |                                                                                                                                                                                                                            
|3. | [We confirm   that no Default is continuing.]1                                                                                                                                                                             

|Signed:   ............                    | ............           
|------------------------------------------ | -----------------------
|                                           |                        
|Chief   Financial Officer of Borrower      | Treasurer of   Borrower
|                                           |                        
|                                           |                        
|[insert applicable certification language] |                        

| 
|-
|1

- 85 -

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SCHEDULE 4

PAYMENT DATES

|Interest   Payment Date |  | A Loan   Principal   Payment Amount ($) |  | B Loan   Principal   Payment Amount ($) |  | C Loan   Principal   Payment Amount ($)
|----------------------- |  | --------------------------------------- |  | --------------------------------------- |  | ---------------------------------------
|                        |  |                                         |  |                                         |  |                                        
|19 February 2007        |  | 7,433,333.26                            |  |                                         |  |                                        
|18 May 2007             |  | 7,433,333.34                            |  |                                         |  |                                        
|20 August 2007          |  | 7,433,333.34                            |  |                                         |  |                                        
|19 November 2007        |  | 7,433,333.34                            |  |                                         |  |                                        
|18 February 2008        |  | 7,433,333.34                            |  |                                         |  |                                        
|19 May 2008             |  | 7,433,333.34                            |  |                                         |  |                                        
|18 August 2008          |  | 7,433,333.34                            |  |                                         |  |                                        
|18 November 2008        |  | 7,433,333.34                            |  |                                         |  |                                        
|18 February 2009        |  | 7,433,333.34                            |  |                                         |  |                                        
|18 May 2009             |  | 7,433,333.34                            |  |                                         |  |                                        
|18 August 2009          |  |                                         |  | 7,433,333.28                            |  |                                        
|18 November 2009        |  |                                         |  | 7,433,333.34                            |  |                                        
|18 February 2010        |  |                                         |  | 7,433,333.34                            |  |                                        
|18 May 2010             |  |                                         |  | 7,433,333.34                            |  |                                        
|18 August 2010          |  |                                         |  | 7,433,333.34                            |  |                                        
|18 November 2010        |  |                                         |  | 7,433,333.34                            |  |                                        
|18 February 2011        |  |                                         |  | 7,433,333.34                            |  |                                        
|18 May 2011             |  |                                         |  | 7,433,333.34                            |  |                                        
|18 August 2011          |  |                                         |  | 7,433,333.34                            |  |                                        
|18 November 2011        |  |                                         |  | 7,433,333.34                            |  |                                        
|20 February 2012        |  |                                         |  |                                         |  | 7,433,333.34                           
|18 May 2012             |  |                                         |  |                                         |  | 7,433,333.34                           
|20 August 2012          |  |                                         |  |                                         |  | 7,433,333.34                           
|19 November 2012        |  |                                         |  |                                         |  | 7,433,333.34                           
|18 February 2013        |  |                                         |  |                                         |  | 7,433,333.34                           
|20 May 2013             |  |                                         |  |                                         |  | 7,433,333.34                           
|19 August 2013          |  |                                         |  |                                         |  | 7,433,333.34                           
|18 November 2013        |  |                                         |  |                                         |  | 7,433,333.34                           
|18 February 2014        |  |                                         |  |                                         |  | 7,433,333.34                           
|19 May 2014             |  |                                         |  |                                         |  | 7,433,333.28                           

- 86 -

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SCHEDULE 5

INITIAL BUYERS



|BUYER                                |  | JURISDICTION OF INCORPORATION                              
|------------------------------------ |  | -----------------------------------------------------------
|                                     |  |                                                            
|AHLSTROM   CORP.                     |  | GERMANY /   FRANCE                                         
|ALLCART   S.R.L.                     |  | ITALY                                                      
|ANTALIS   S.N.C.                     |  | FRANCE                                                     
|ARJO WIGGINS   LIMITED               |  | FRANCE                                                     
|FEDRIGONI   CARTIERE SPA             |  | ITALY                                                      
|GEORGIA-PACIFIC   CORP.              |  | USA / FRANCE   / NETHERLANDS / ITALY / GREECE / TURKEY / UK
|GOULD PAPER   CORPORATION            |  | USA                                                        
|IMPECO S.L.                          |  | SPAIN                                                      
|ITOCHU   CORPORATION                 |  | KOREA /   JAPAN                                            
|J.   MCNAUGHTON PAPER GROUP         |  | UK                                                         
|KANZAN GMBH                          |  | GERMANY                                                    
|KARTOGROUP   DEUTSCHLAND GMBH        |  | GERMANY                                                    
|KARTOGROUP   SPA                     |  | ITALY                                                      
|LINDENMEYR   MUNROE                  |  | USA                                                        
|MARUBENI   CORPORATION               |  | JAPAN                                                      
|M-REAL   CORPORATION                 |  | SWITZERLAND                                                
|PAPETERIES   DE CLAIREFONTAINE       |  | FRANCE                                                     
|PKS (KOEHLER   AG)                   |  | GERMANY                                                    
|PKS   (SCHEUFELEN)                   |  | GERMANY                                                    
|RADECE PAPIR                         |  | SLOVENIA                                                   
|SAPPI EUROPE   S.A.                  |  | AUSTRIA / UK                                               
|SCA HYGIENE   PRODUCTS               |  | BELGIUM /   NETHERLANDS / FRANCE / ITALY / UK              
|TRENT PAPER   SALES                  |  | UK                                                         
|UPM-KYMMENE   (NORDLAND PAPIER AG)   |  | GERMANY                                                    
|UPM-KYMMENE (PAPETERIES DE DOCELLES) |  | FRANCE                                                     

- 87 -

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SCHEDULE 6

FORM OF IRREVOCABLE PAYMENT INSTRUCTIONS

To:          [Insert name of Buyer]

[To:         [Insert name of Permitted Covering Institution if Buyer is a Covered Buyer]]

From:      VCP Overseas Holding Ltd. Budapest, Baar Branch

Date:       [Insert date]

Dear Sirs,

We hereby give you notice that by an assignment agreement dated [] 2006 entered into between, among others, ourselves and ABN AMRO Bank N.V. as trustee, we have irrevocably assigned to ABN AMRO Bank N.V. all our right, title and interest, present and future, under the [Specify name of Sales Contract] (the Assigned Contract) dated [Insert date of Sales Contract] between us and [Insert name of Buyer].

With effect from your receipt of this notice all payments made by or on behalf of you to us under or arising from the Assigned Contract should be made on the due date for payment of the same by wire transfer to the following account:

[Insert wire instructions for payments to Collection Account]

We confirm that with effect from the date of this notice any previous or existing payment instructions affecting the payments under or arising from the Assigned Contract are to be terminated and we irrevocably confirm that the instructions contained herein can only be revoked or amended with the prior written consent of ABN AMRO Bank N.V.

This letter shall be governed by and construed in accordance with the laws of England.

Yours faithfully

|                                                   | 
|-------------------------------------------------- | 
|                                                   | 
|for and on   behalf of                             | 
|VCP Overseas Holding Ltd.    Budapest, Baar Branch | 

- 88 -

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SCHEDULE 7

FORM OF SALES CONTRACT DESIGNATION NOTICE

To:         ABN AMRO Bank N.V. as Trustee

From:     VCP Overseas Holding Ltd. Budapest, Baar Branch

Dated:

Dear Sirs

Votorantim Celulose e Papel S.A. - Restated $223,000,000 Pre-Export Finance Agreement, as restated on pursuant to a restatement agreement dated [] 2006 (the Agreement)

|1. | We refer to   the Agreement.  This is a Sales   Contract Designation Notice.  Terms   defined in the Agreement have the same meaning when used in this Sales   Contract Designation Notice unless given a different meaning in this Sales   Contract Designation Notice.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                         
|2. | We hereby   deliver to you true and complete copies of:                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|3. | We hereby   designate each agreement evidenced by the documentation referred to in   paragraph 2(a) above to be a Sales Contract for the purposes of the Finance   Documents and confirm that:                                                                        
|   |                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|  
|*  | Insert the   languages in square brackets if the Buyer is a Covered Buyer.                                                                                                                                                                                              

- 89 -

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|   |                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------
|4. | This Sales   Contract Designation Notice shall be governed by and construed in accordance   with the laws of England.
|   |                                                                                                                      

|Yours   faithfully                                 | 
|-------------------------------------------------- | 
|                                                   | 
|                                                   | 
|                                                   | 
|for and on   behalf of                             | 
|VCP Overseas Holding Ltd.    Budapest, Baar Branch | 

- 90 -

---