**Exhibit 4.3.2**

**EXECUTION VERSION**

RESTATED

$225,000,000

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

**BANCO SANTANDER CENTRAL HISPANO S.A., LONDON BRANCH**

with

**BANCO SANTANDER CENTRAL HISPANO S.A., LONDON BRANCH**

as Agent and Trustee

----

**CONTENTS**

| 1.     | Definitions And Interpretation             | 5      |
|--------|--------------------------------------------|--------|
|   |                                       |   |
| 2.     | Loan Amounts                               | 22     |
|   |                                       |   |
| 3.     | Purpose                                    | 23     |
|   |                                       |   |
| 4.     | Repayment                                  | 24     |
|   |                                       |   |
| 5.     | Prepayment                                 | 24     |
|   |                                       |   |
| 6.     | Interest                                   | 25     |
|   |                                       |   |
| 7.     | Interest Periods                           | 28     |
|   |                                       |   |
| 8.     | Changes To The Calculation Of Interest     | 28     |
|   |                                       |   |
| 9.     | Fees                                       | 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                        | 44     |
|   |                                       |   |
| 19.    | General Undertakings                       | 44     |
|   |                                       |   |
| 20.    | Debt Service Undertakings                  | 51     |
|   |                                       |   |
| 21.    | Events Of Default                          | 53     |
|   |                                       |   |
| 22.    | Changes To The Lenders                     | 57     |
|   |                                       |   |
| 23.    | Changes To The Obligors                    | 61     |
|   |                                       |   |
| 24.    | Role Of The Agent And The Arranger         | 61     |
|   |                                       |   |
| 25.    | Role Of Trustee                            | 66     |
|   |                                       |   |
| 26.    | Conduct Of Business By The Finance Parties | 73     |
|   |                                       |   |
| 27.    | Sharing Among The Finance Parties          | 73     |
|   |                                       |   |
| 28.    | Payment Mechanics                          | 74     |
|   |                                       |   |
| 29.    | Set-Off                                    | 77     |
|   |                                       |   |
| 30.    | Application Of Proceeds                    | 77     |
|   |                                       |   |
| 31.    | Notices                                    | 78     |
|   |                                       |   |
| 32.    | Calculations And Certificates              | 80     |
|   |                                       |   |
| 33.    | Partial Invalidity                         | 81     |
|   |                                       |   |
| 34.    | Remedies And Waivers                       | 81     |

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| 35.    | Amendments And Waivers | 81     |
|--------|------------------------|--------|
|   |                   |   |
| 36.    | Counterparts           | 82     |
|   |                   |   |
| 37.    | Governing Law          | 82     |
|   |                   |   |
| 38.    | Enforcement            | 82     |

| Schedule 1   | The Existing Lenders                        | 84     |
|--------------|---------------------------------------------|--------|
|         |                                        |   |
| Schedule 2   | Form Of Transfer   Certificate              | 85     |
|         |                                        |   |
| Schedule 3   | Form Of Compliance   Certificate            | 87     |
|         |                                        |   |
| Schedule 4   | Payment Dates                               | 88     |
|         |                                        |   |
| Schedule   5 | Initial   Buyers                            | 89     |
|         |                                        |   |
| Schedule 6   | Form Of Irrevocable   Payment Instructions  | 90     |
|         |                                        |   |
| Schedule 7   | Form Of Sales Contract   Designation Notice | 91     |

- 3 -

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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)             | **BANCO SANTANDER CENTRAL HISPANO   S.A., LONDON BRANCH**, as arranger (the “**Arranger**”);                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                       |
| (4)             | **THE FINANCIAL INSTITUTIONS** listed in Schedule 1 as Lenders (the “**Existing Lenders**”);                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                       |
| (5)             | **BANCO SANTANDER CENTRAL HISPANO   S.A., LONDON BRANCH**, as agent of the other   Finance Parties (the “**Agent**”);   and                                                                                                                                                                                                      |
|            |                                                                                                                                                                                                                                                                                                                                       |
| (6)             | **BANCO SANTANDER CENTRAL HISPANO   S.A., LONDON BRANCH** as trustee for the   Secured Parties (the “**Trustee**”).                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                       |
| **BACKGROUND:** |
|            |                                                                                                                                                                                                                                                                                                                                       |
| (A)             | The Santander 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 Santander 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 Santander 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).                                                                                                                             |

- 4 -

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| (G) | Accordingly, the parties have entered into the   Restatement Agreement (as defined below) in order to restate the terms and   conditions upon which the Santander 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). |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**IT IS AGREED** as follows:

| 1.     | **DEFINITIONS AND INTERPRETATION**                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                            |
| 1.1    | **Definitions**                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                            |
|   | 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 29 September 2006, 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.                                        |
|   |                                                                                                                                                                                                                                                                                                            |
|   | “**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.                                                                                                                                |

- 5 -

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|   | “**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.                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**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 29 September 2006, 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; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | 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, |
|   |                                                                                                                                                                                                                                                                |   |
|   | 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 London, New York and São Paulo.                                                                                                 |
|   |                                                                                                                                                                                                                                                                |   |
|   | “**Buyer**”   means each of:                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                |   |
|   | (a)                                                                                                                                                                                                                                                                 | the Persons listed in Schedule 5 (*Initial Buyers*); |
|   |                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                 | any Covered Buyer; |
|   |                                                                                                                                                                                                                                                                |   |
|   | (c)                                                                                                                                                                                                                                                                 | any Payment Pre-shipment Buyer; and |
|   |                                                                                                                                                                                                                                                                |   |
|   | (d)                                                                                                                                                                                                                                                                 | any other Person or Persons agreed between the   Borrower and the Agent to be a “Buyer”. |

|   | “**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.                                                                                                                 |

- 7 -

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|   | “**C2 Loan Interest   Payment Date**” means 29 September 2006, 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**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 Banco Santander Central   Hispano S.A., London Branch in London in the name of the Guarantor with   account number 1100-141876-256 (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.                                                                                                                                                    |

- 8 -

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|   | “**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   assignment agreement governed by the laws of England dated the Restatement   Date between the Guarantor as assignor and the Trustee as assignee, 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*).                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**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;                                                                                                                                                                                                                                                                  |

- 9 -

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|   | (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);                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (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; *provided*that “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)                                                                                                                                                                                                                                                                                                                                                                                      | the sum of: (i) EBITDA for the two Fiscal Semesters   ending on such day plus (ii) the amount of cash on the Borrower’s   consolidated balance sheet as of such day plus (iii) the sum of, for each   marketable security (including Cash Equivalents) on the Borrower’s   consolidated balance sheet as of such day, calculated at the lower of: (A)   the face value and (B) the market value of such marketable security as of   such day; to |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                      | the aggregate amount of Debt of the Borrower (on a   consolidated basis) that matured during the two Fiscal Semesters ending on   such day plus the aggregate amount of actual Interest Expense during such two   Fiscal Semesters.  For the purpose of   clarification, the calculation of the Debt Service Coverage Ratio (and all   components thereof) shall be made using GAAP. |

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|   | “**Debt Service   Obligation**” means:                                                                                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                         | with respect to any completed Coverage Period, 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 fell   due for payment on the last day of such Coverage Period and (ii) the amount   of accrued interest which fell due for payment during or on the last day of   that Coverage Period; and |
|   |                                                                                                                                                                                                                                                                                                                                        |   |
|   | (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); |

- 11 -

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|   | (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.                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
|   | “**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.                            |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
|   | “**Fee Letter**” means the letter agreement   dated on or about the date of Restatement Date between the Arranger and the   Borrower setting out any of the fees referred to in Clause 9 (Fees).                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
|   | “**Finance Document**”   means this Agreement, the Restatement Agreement, each Security Document, the   Fee Letter, 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.                                                                            |

- 12 -

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|   | “**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)                                                                                                                                                                          | a reduction in the rate of return from a Loan or on   a Lender’s (or its Affiliate’s) overall capital; |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                         |                                                                                                             |
|   | (b)                                                                                                                                                                          | an additional or increased cost; or                                                                              |
|   |                                                                                                                                                                         |                                                                                                             |
|   | (c)                                                                                                                                                                          | a reduction of any amount due and payable under any   Finance Document.                                          |
|   |                                                                                                                                                                         |                                                                                                             |
|   | “**Interest Expense**”   means, for any period, interest (or similar) expense on Debt of the Borrower   (on a consolidated basis) including (without duplication): |
|   |                                                                                                                                                                         |
|   | (a)                                                                                                                                                                          | fees (including commitment fees);                                                                                |
|   |                                                                                                                                                                         |                                                                                                             |
|   | (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*).                                                                                                                                                                                                                                                                                                                                                                                                                 |

- 13 -

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|   | “**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 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 selectedby 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**” meansa Lender or Lenders whose participations in the Loans outstanding aggregate morethan 66 2/3% of all the Loans outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**Margin**”   means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in relation to an A Loan, 0.25 per cent. per annum; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in relation to a B Loan, 0.425 per cent. per annum;   and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in relation to a C Loan, 0.75 per cent. per annum. |

- 14 -

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|   | “**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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the business, operations, property, condition   (financial or otherwise) or prospects of the Obligors and the Designated Subsidiaries   taken as a whole which will, in the opinion of the Agent (as explained in   writing), adversely affect the ability of any Obligor to perform any of its   obligations under any Finance Document; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the validity or enforceability of any Finance   Document or any rights or remedies of any Finance Party under any Finance   Document. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | “**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:                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (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.                                                                                                                                                                                                                                  |

- 15 -

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|   | “**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. |
|   |                                                                                                                                                                                     |   |
|   | “**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)                                                                                                                                                                                      | a financial institution with a long term senior   credit rating of at least A from S&P or A2 from Moody’s; and |
|   |                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                      | any other financial institution agreed from time to   time between the Borrower and the Agent to be a “Permitted Covering   Institution”. |
|   |                                                                                                                                                                                     |   |
|   | “**Permitted   Security**” means:                                                                                                                                              |
|   |                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                      | any Security imposed by applicable law that were   incurred in the ordinary course of business, including carriers’,   warehousemen’s and mechanics’ liens, statutory landlord’s liens and other   similar liens and encumbrances arising in the ordinary course of business, in   each case that:  (i) do not in the   aggregate materially detract from the value of the assets subject thereto or   materially impair the use thereof in the operations of the business of the   Person owning such assets; or (ii) are being contested in good faith by   appropriate proceedings promptly initiated and diligently conducted, which   proceedings have the effect of preventing the forfeiture or sale of the   assets subject to such liens and/or encumbrances; |
|   |                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                      | any Security securing taxes, assessments and other   governmental charges or levies, in each case the payment of which is not yet   due or is being contested in good faith by appropriate proceedings and   diligently conducted and for which such reserve or other appropriate   provisions, if any, as shall be required by GAAP shall have been made; |

- 16 -

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|   | (c)    | pledges or deposits made in the ordinary course of   business in connection with workers’ compensation, unemployment insurance or   other similar social security legislation;                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (d)    | encumbrances, security deposits or reserves   maintained in the ordinary course of business and required by applicable law;   and                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (e)    | survey exceptions, encumbrances, easements or   reservations of, or rights of others for, licenses, rights of way, sewers,   electric lines, telegraph and telephone lines and other similar purposes, or   zoning or other restrictions as to the use of real property or Security   incidental to the ownership of assets which were not incurred in connection   with indebtedness and which do not in the aggregate materially adversely   affect the value of said properties or materially impair the use of the   assets affected thereby. |

|   | “**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.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**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 Santander 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.                                                                                                                                                                                                                                                                                                                                                              |

- 17 -

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|   | “**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.                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “**Santander   Facility Agreement No. 1**” means the $100,000,000 Export Prepayment   Agreement dated 22 August 2003 between VCP Exportadora e Participações S.A.   (now Votorantim Celulose e Papel S.A.), as Exporter, Votorantim Celulose e   Papel S.A., as Guarantor, VCP Trading N.V. as Paying Agent and Banco   Santander Central Hispano, S.A., London Branch as Bank, as amended pursuant   to an amendment agreement dated 16 July 2004.                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “**Santander   Facility Agreement No. 2**” means the $100,000,000 Export Prepayment   Agreement dated 18 January 2005 between VCP Exportadora e Participações S.A.   (now Votorantim Celulose e Papel S.A.), as Exporter, Votorantim Celulose e   Papel S.A., as Guarantor, VCP Trading N.V. as Paying Agent and Banco Santander   Central Hispano, S.A., London Branch as Bank, as amended pursuant to an   amendment agreement dated 23 March 2005.                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “**Santander   Facility Agreement No. 3**” means the $100,000,000 Export Prepayment   Agreement dated 19 January 2005 between VCP Exportadora e Participações S.A.   (now Votorantim Celulose e Papel S.A.), as Exporter, Votorantim Celulose e   Papel S.A., as Guarantor, VCP Trading N.V. as Paying Agent and Banco   Santander Central Hispano, S.A., London Branch as Bank, as amended pursuant   to an amendment agreement dated 23 March 2005.                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “**Santander   Facility Agreements**” means the Santander Facility Agreement No. 1,   the Santander Facility Agreement No. 2 and the Santander Facility Agreement   No. 3.                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “**Santander Loan   No. 1**” means the $30,000,000 principal amount outstanding from the   Borrower to Banco Santander Central Hispano S.A., London Branch with respect   to the loan made available to the Borrower under the Santander Facility   Agreement No. 1 and originally registered with ROF number TA300840.                                                                                                                                                                                             |

- 18 -

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|   | “**Santander Loan   No. 1 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 1 as of the   Restatement Date, being $645,043.75.                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 2**” means the $25,000,000 principal amount outstanding from the   Borrower to Banco Santander Central Hispano S.A., London Branch with respect   to the loan made available to the Borrower under the Santander Facility   Agreement No. 1 and originally registered with ROF number TA300264.                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 2 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 2 as of the   Restatement Date, being $537,536.46.                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 3**” means the $20,000,000 principal amount outstanding from the   Borrower to Banco Santander Central Hispano S.A., London Branch with respect   to the loan made available to the Borrower under the Santander Facility   Agreement No. 1 and originally registered with ROF number TA300518.                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 3 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 3 as of the   Restatement Date, being $430,029.17.                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 4**” means the $100,000,000 principal amount outstanding from   the Borrower to Banco Santander Central Hispano S.A., London Branch with   respect to the loan made available to the Borrower under the Santander   Facility Agreement No. 2 and originally registered with ROF number TA331749.                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 4 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 4 as of the   Restatement Date, being $2,976,283.78.                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 5**” means the $25,000,000 principal amount outstanding from the   Borrower to Banco Santander Central Hispano S.A., London Branch with respect   to the loan made available to the Borrower under the Santander Facility   Agreement No. 3 and originally registered with ROF number TA331750.                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 5 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 5 as of the   Restatement Date, being $741,466.78.                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | “**Santander Loan   No. 6**” means the $25,000,000 principal amount outstanding from the   Borrower to Banco Santander Central Hispano S.A., London Branch with respect   to the loan made available by Banco Santander Brasil S.A., Cayman Branch to   the Borrower on 23 June 2006 and assigned by Banco Santander Brasil S.A.,   Cayman Branch to Banco Santander Central Hispano S.A., London Branch immediately   prior to the execution of the Restatement Agreement and registered with ROF   numbers TA383456, TA383458 and TA383459. |

- 19 -

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|   | “**Santander Loan   No. 6 Accrued Interest Amount**” means the amount of interest   accrued but unpaid with respect to the Santander Loan No. 6 as of the   Restatement Date, being $399,833.33.                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | “**Santander Loans**” means   the Santander Loan No.1, the Santander Loan No.2, the Santander Loan No.3,   the Santander Loan No.4, the Santander Loan No.5 and the Santander Loan No.6.                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | “**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).                                 |
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | “**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)                                                                                                                                                                                                                                                     | which is controlled, directly or indirectly, by the   first mentioned company or corporation;                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                        |
|   | (b)                                                                                                                                                                                                                                                     | more than half the issued voting share capital of   which is beneficially owned, directly or indirectly by the first mentioned   company or corporation; or |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                        |
|   | (c)                                                                                                                                                                                                                                                     | which is a Subsidiary of another Subsidiary of the   first mentioned company or corporation,                                                                |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                        |
|   | 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).                |

- 20 -

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|   | “**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.                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**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)                                                                                                                                                                                                                                                                                                                                                                                                               | the proposed Transfer Date specified in the Transfer   Certificate; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | the date on which the Agent executes the Transfer   Certificate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | “**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) | the “**Agent**”,   the “**Arranger**”, the “**Trustee**”, any “**Finance Party**”, any “**Secured   Party**”, any “**Lender**”,   or any “**Party**” shall be   construed so as to include its successors in title, permitted assigns and   permitted transferees and, in the case of the Trustee, any Person for the   time being appointed as trustee or trustees in accordance with this   Agreement; |

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|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                        | “**assets**”   includes present and future properties, revenues and rights of every   description;                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                       | (iii)                                                                                                                                                                                                                                       | “**indebtedness**”   includes any obligation (whether incurred as principal or as surety) for the   payment or repayment of money, whether present or future, actual or   contingent;                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                       | (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*). |

- 22 -

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| 2.2    | **Finance Parties’ rights and   obligations**                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                     |
|   | (a)                                                                                                                      | The obligations of each Finance Party under the   Finance Documents are several.    Failure by a Finance Party to perform its obligations under the   Finance Documents does not affect the obligations of any other Party under   the Finance Documents.  No Finance   Party is responsible for the obligations of any other Finance Party under the   Finance Documents. |
|   |                                                                                                                     |   |
|   | (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)                                                                                                                      | The Guarantor may from time to time appoint on a   case by case basis the Borrower to act on its behalf as its agent in relation   to the Finance Documents and may authorise: |
|   |                                                                                                                     |   |
|   |                                                                                                                     | (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. |

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| 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*). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (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 theBorrower) 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). |

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|   | (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.                                                                                                                                                                                                                                                                         |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.3    | **Restrictions**            |
|   |                        |
|   | (a)                         | Any notice of prepayment given by any Party under   this Clause 5 shall be irrevocable and, unless a contrary indication appears   in this Agreement, shall specify the date or dates upon which the relevant   prepayment is to be made and the amount of that prepayment.                                                                                                                                            |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                         | Any prepayment under this Agreement shall be made   together with accrued interest on the amount prepaid and, if applicable, any   Break Costs.                                                                                                                                                                                                                                                                        |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)                         | The Borrower may not reborrow any part of a Loan   which is prepaid.                                                                                                                                                                                                                                                                                                                                                   |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (d)                         | The Borrower shall not repay or prepay all or any   part of a Loan except at the times and in the manner expressly provided for   in this Agreement.                                                                                                                                                                                                                                                                   |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 6.     | **INTEREST**                |
|   |                        |
| 6.1    | **Calculation of interest** |
|   |                        |
|   | (a)                         | The rate of interest on the A1 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 A1 Loan for each   subsequent Interest Period shall be the percentage rate per annum which is   the aggregate of the applicable Margin and LIBOR. |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                         | The rate of interest on the A2 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 5.06188 per cent.   per annum; and, thereafter, the rate of interest on the A2 Loan for each   subsequent Interest Period shall be the percentage rate per annum which is   the aggregate of the applicable Margin and LIBOR. |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)                         | The rate of interest on the A3 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 5.5225 per cent.   per annum; and, thereafter, the rate of interest on the A3 Loan for each   subsequent Interest Period shall be the percentage rate per annum which is   the aggregate of the applicable Margin and LIBOR.  |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (d)                         | The rate of interest on the B1 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 B1 Loan for each   subsequent Interest Period shall be the percentage rate per annum which is   the aggregate of the applicable Margin and LIBOR. |

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|   | (e)    | The rate of interest on the B2 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 5.06188 per cent.   per annum; and, thereafter, the rate of interest on the B2 Loan for each   subsequent Interest Period shall be the percentage rate per annum which is   the aggregate of the applicable Margin and LIBOR. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (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 5.5225 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 5.06188 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 5.5225 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 Santander 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 Santander 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 13 November 2006; |

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|   |   | (iii)  | the Santander 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 13 November 2006;   |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                            |
|   |   | (iv)   | the Santander Loan No. 4 Accrued Interest Amount to   the Existing Lenders (pro rata in accordance with their respective   participations in the Loans as of the Restatement Date) on 29 September 2006;        |
|   |   |   |                                                                                                                                                                                                            |
|   |   | (v)    | the Santander Loan No. 5 Accrued Interest Amount to   the Existing Lenders (pro rata in accordance with their respective   participations in the Loans as of the Restatement Date) on 29 September 2006;   and  |
|   |   |   |                                                                                                                                                                                                            |
|   |   | (vi)   | the Santander Loan No. 6 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. |

| 6.3    | **Default interest**                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                           | If an Obligor fails to pay any amount payable by it   under a Finance Document on its due date, interest shall accrue on the   overdue amount from the due date up to the date of actual payment (both   before and after judgment) at a rate which, subject to paragraph (b) below,   is one per cent higher than the rate which would have been payable if the   overdue amount had, during the period of non-payment, constituted a Loan in   the currency of the overdue amount for successive Interest Periods, each of a   duration selected by the Agent (acting reasonably).  Any interest accruing under this Clause 6.3 shall be   immediately payable by that Obligor on demand by the Agent. |
|   |                                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                                           | If any overdue amount consists of all or part of a   Loan which became due on a day which was not the last day of an Interest   Period relating to that Loan: |
|   |                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                          | (i) | the first Interest Period for that overdue amount   shall be for the period equal to the unexpired portion of the current   Interest Period relating to that Loan; and |
|   |                                                                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                                                                          | (ii) | the rate of interest applying to the overdue amount   during that first Interest Period shall be one per cent higher than the rate   which would have applied if the overdue amount had not become due. |
|   |                                                                                                                                                                                                                          |   |   |
|   | (c)                                                                                                                                                                                                                           | Default interest (if unpaid) arising on an overdue   amount will be compounded with the overdue amount at the end of each Interest   Period applicable to that overdue amount but will remain immediately due and   payable. |
|   |                                                                                                                                                                                                                          |   |
| 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. |

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| 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:                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (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.                                                                                                                                                                                                                                                              |

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| 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.     | **FEES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | The Borrower shall pay the fees at the time and in   the amounts set out in the Fee Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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.                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any Tax imposed on and calculated by reference to   the net income actually received or receivable by the Finance Party (but, for   the avoidance of doubt, not including any sum deeded for purposes of Tax to   be received or receivable by the Finance Party but not actually received) by   the jurisdiction of incorporation in which the Finance Party is incorporated;   or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any Tax imposed on and calculated by reference to   the net income of the Facility Office of the Finance Party actually received   or receivable by the Finance Party (but, for the avoidance of doubt, not   including any sum deeded for purposes of Tax to be received or receivable by   the Finance Party but not actually receivable) by the jurisdiction in which   its Facility Office is located; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the extent a loss, liability or cost is compensated   for by an increased payment under Clause 10.1 (*Tax gross-up*). |

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| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it has received a credit against, relief or   remission for, or repayment of, any Tax (a “**Tax   Credit**”) which is attributable either to an increased payment of   which that Tax Payment forms part, or to that Tax Payment; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | that Finance Party has obtained, utilised and   retained that Tax Credit, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | 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.                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any change in or introduction of law, decree, rule   or regulation or in the interpretation, administration or application   thereof; and/or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | compliance with any request from or requirement of   any central bank or other fiscal, monetary or other authority (including,   without limitation, a request or requirement which affects the manner in   which a Finance Party is required to or does maintain capital resources   having regard to that Finance Party’s obligations hereunder and to amounts   owing to it hereunder), |

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|   | a Finance Party or any of its Affiliates:                                                                                                                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                 | incurs a cost as a result of it having entered into   and/or performed its obligations under this Agreement and/or assuming or   maintaining a Loan under this Agreement; |
|   |                                                                                                                                                                                                                                                |   |
|   | (ii)                                                                                                                                                                                                                                                | becomes liable to make any payment on account of any   Taxes which are calculated by reference to the amount of a Loan and/or any   sum received or receivable by it under any Finance Document; or |
|   |                                                                                                                                                                                                                                                |   |
|   | (iii)                                                                                                                                                                                                                                               | suffers any other Increased Cost, |
|   |                                                                                                                                                                                                                                                |   |
|   | 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)                                                                                                                                                                                                                                                 | If any sum due from an Obligor under the Finance   Documents (a “**Sum**”), or any   order, judgment or award given or made in relation to a Sum, has to be   converted from the currency (the “**First   Currency**”) in which that Sum is payable into another currency (the   “**Second Currency**”) for the   purpose of: |
|   |                                                                                                                                                                                                                                                |   |
|   |                                                                                                                                                                                                                                                | (i) | making or filing a claim or proof against that   Obligor; or |
|   |                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                | (ii) | obtaining or enforcing an order, judgment or award   in relation to any litigation or arbitration proceedings, |
|   |                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                | that Obligor shall as an independent obligation,   within three Business Days of demand, indemnify each Secured Party and the   Arranger to whom that Sum is due against any cost, loss or liability arising   out of or as a result of the conversion including any discrepancy between (i)   the rate of exchange used to convert that Sum from the First Currency into   the Second Currency and (ii) the rate or rates of exchange available to that   Person at the time of its receipt of that Sum. |
|   |                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                 | Each Obligor waives, to the full extent possible by   applicable law, any right it may have in any jurisdiction to pay any amount   under the Finance Documents in a currency or currency unit other than that in   which it is expressed to be payable. |
|   |                                                                                                                                                                                                                                                |   |
| 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:                                          |

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|   | (i)                          | the occurrence of any Event of Default;                                                                                                                                                                                                                                                                                                                                                 |
|--------|------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (ii)                         | a failure by an Obligor to pay any amount due under   a Finance Document on its due date, including without limitation, any cost,   loss or liability arising as a result of Clause 27 (*Sharing Among the Finance Parties*); or                                                                                                                                                        |
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (iii)                        | a Loan (or part of a Loan) not being prepaid in   accordance with a notice of prepayment given by the Borrower.                                                                                                                                                                                                                                                                         |
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.3   | **Indemnity to the Agent**   |
|   |                         |
|   | (a)                          | The Borrower shall promptly indemnify the Agent   against any cost, loss or liability incurred by the Agent (acting reasonably)   as a result of:                                                                                                                                                                                                                                       |
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                         | (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. |

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| 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. |
|   |                                                                                                                                                                                                                                                                                                |   |
| 13.2   | **Limitation of liability**                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                                 | The Borrower shall indemnify any Finance Party for   all costs and expenses reasonably incurred by that Finance Party as a result   of steps taken by it under Clause 13.1 (*Mitigation*). |
|   |                                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                 | A Finance Party is not obliged to take any steps   under Clause 13.1 (*Mitigation*)   if, in the opinion of that Finance Party (acting reasonably), to do so might   be prejudicial to it. |
|   |                                                                                                                                                                                                                                                                                                |   |
| 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)                                                                                                                                                                                                                                                                                                 | this Agreement, the Security Documents and any other   documents referred to in this Agreement and the Transaction Security; and |
|   |                                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                 | any other Finance Documents executed after the   Restatement Date. |
|   |                                                                                                                                                                                                                                                                                                |   |
| 14.2   | **Amendment costs**                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                                 | If the Borrower requests an amendment, waiver or   consent, the Borrower shall, within five Business Days of demand, reimburse   the Agent and/or the Trustee for the amount of all costs and expenses   (including legal fees) reasonably incurred by the Agent and/or the Trustee in   responding to, evaluating, negotiating or complying with that request or   requirement.  Without prejudice to the   Borrower’s reimbursement obligation under this paragraph (a), if the Borrower   requests an amendment, waiver or consent, the Agent shall promptly notify the   Borrower if at any time the Agent reasonably considers that the aggregate   amount of all costs and expenses (including legal fees) which will be   incurred by the Agent and the Trustee in responding to, evaluating,   negotiating or complying with that request or requirement will be more than   $25,000. |

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|   | (b)                                                                                                                                                                                                                                                                                                                      | If an amendment (not requested by the Borrower) is   required to the Finance Documents, the Agent shall (i) notify the Borrower of   the need thereof and (ii) send the Borrower an estimate of the costs and   expenses that will be incurred.                                                                                                                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                       |
| 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**                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                     |
|   | The Guarantor irrevocably and unconditionally:                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                      | guarantees to each Finance Party punctual   performance by the Borrower of all the Borrower’s obligations under the   Finance Documents;                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                       |
|   | (b)                                                                                                                                                                                                                                                                                                                      | undertakes with each Finance Party that whenever the   Borrower does not pay any amount when due under or in connection with any   Finance Document, it shall immediately on demand pay that amount as if it was   the principal obligor; and                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                       |
|   | (c)                                                                                                                                                                                                                                                                                                                      | indemnifies each Finance Party immediately on demand   against any cost, loss or liability suffered by that Finance Party if any   obligation guaranteed by it is or becomes unenforceable, invalid or   illegal.  The amount of the cost, loss   or liability shall be equal to the amount which that Finance Party would   otherwise have been entitled to recover. |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                       |
| 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)                                                                                                                                                                                                                                                                                                                      | the liability of the Guarantor shall continue as if   the payment, discharge, avoidance or reduction had not occurred; and                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                       |
|   | (b)                                                                                                                                                                                                                                                                                                                      | each Finance Party shall be entitled to recover the   value or amount of that security or payment from the Guarantor, as if the   payment, discharge, avoidance or reduction had not occurred.                                                                                                                                                                             |

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| 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)                                                                                                                                                                                                                                                                                                                                                                                            | any time, waiver or consent granted to, or   composition with, the Borrower or other Person; |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                            | the release of the Borrower or any other Person   under the terms of any composition or arrangement with any creditor of any   member of the Group; |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                            | the taking, variation, compromise, exchange, renewal   or release of, or refusal or neglect to perfect, take up or enforce, any   rights against, or security over assets of, the Borrower or other Person or   any non-presentation or non-observance of any formality or other requirement   in respect of any instrument or any failure to realise the full value of any   security; |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (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 |

- 35 -

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|   | (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                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                          |
|   | (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;                                                                                                                                           |

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|   | (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. |
|   |                                                                                                                                                                                                                                                                                 |
| 16.5   | **Validity and admissibility in   evidence**                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                  | All Authorisations required or desirable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | to enable it lawfully to enter into, exercise its   rights and comply with its obligations in the Transaction Documents to which   it is a party; and |
|   |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to make the Transaction Documents to which it is a   party admissible in evidence in its jurisdiction of incorporation, |
|   |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                 | have been obtained or effected and are in full force   and effect, except (x) for any further authorisation from, notice to or   registration with, as the case may be, the Central Bank of Brazil which will   enable the Borrower (1) to make payments under this Agreement that are   specifically covered by the Registration of Financial Transactions (ROF in   the SISBACEN system)of the relevant terms and conditions of   the Loans (the “**ROF**”) and the registration of the   schedules of payment within the ROF with the Central Bank of Brazil which   will enable the Borrower to make remittances from Brazil to repay the   scheduled principal of and interest on the Loans and the fees, expenses and   commissions referred to therein that will not be paid on the date of the   entrance of the funds into Brazil (the “**Schedules of Payment**”) earlier than their   respective due dates, whether upon acceleration or otherwise, or on a date   which isafter the 120th day from the original scheduled principal   repayment date of such payment; and (2) to make remittances from Brazil to   make payments contemplated by this Agreement not specifically covered by the   ROF and the Schedules of Payment; and (y) with respect to paragraph (a)(ii)   of this Clause 16.5, for the enforceability or admission in evidence of any   Transaction Document before Brazilian courts: (A) the signatures of the   parties signing such document outside Brazil must be notarised by a notary   public qualified as such under the laws of the place of signing and the   signature of such notary public must be authenticated by a Brazilian consular   officer at the competent Brazilian consulate and (B) such Transaction   Document must be translated into Portuguese by a sworn translator. |

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All Authorisations necessary for the conduct of its   business, trade and ordinary activities and those of each other Votorantim   Party have been obtained or effected and are in full force and effect, except   where failure to have any such Authorisations (in the aggregate) could not   reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 16.6   | **Governing law and enforcement**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The relevant law selected as the governing law of   each of the Finance Documents will be recognised and enforced in its   jurisdiction of incorporation to the extent that, with respect to enforcement in Brazil, such law is   not deemed to be against Brazilian national sovereignty, good morals or   public policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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|   | (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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 16.11  | **No misleading information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Any factual information provided to the Finance   Parties prior to the Restatement Date by (or on behalf of) any Obligor was   true and accurate in all material respects as at the date it was provided or   as at the date (if any) at which it is stated.                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | All financial projections provided to the Finance   Parties prior to the Restatement Date by the Borrower have been prepared on   the basis of recent historical information and on the basis of reasonable   assumptions.                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Nothing has occurred or been omitted from any   factual information and no information has been given or withheld that   results in the information, taken as a whole, provided to the Finance Parties   prior to the Restatement Date being untrue or misleading in any material   respect.                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | All written information (other than the information   provided pursuant paragraphs (a) to (c) above) supplied by (or on behalf of)   any Obligor to any Finance Party is, taken as a whole, true, complete and   accurate in all material respects as at the date it was given and is not   misleading in any respect.                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
| 16.12  | **Financial statements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Original Financial Statements were prepared in   accordance with GAAP consistently applied.                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Original Financial Statements fairly represent   the consolidated financial condition and operations of the Group (in the case   of the Borrower’s Original Financial Statements) or the Guarantor and its   Subsidiaries (if any) for the time being (in the case of the Guarantor’s   Original Financial Statements) during the relevant financial year. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Its most recent financial statements delivered   pursuant to Clause 17.1 (*Financial   statements*):                                                                                                                                                                                                                                                                     |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                      | have been prepared in accordance with GAAP   consistently applied; and                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     | give a true and fair view of (if audited) or fairly   present (if unaudited) its consolidated financial condition as at the end of,   and consolidated results of operations for, the period to which they relate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                               |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | There has been no material adverse change in (i) its   business, condition (financial or otherwise), operations, performance or   properties or (ii) the financial markets in Brazil that directly or   indirectly affects or is reasonably expected to affect its ability to perform   its obligations under the Finance Documents, in each case since the date of   the Original Financial Statements. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | It has duly and punctually paid and discharged all   Taxes imposed upon it or its assets within the time period allowed without   incurring penalties (except to the extent that (a) such payment is being   contested in good faith, (b) it has maintained adequate reserves for those   Taxes and (c) such payment can be lawfully withheld).                                                          |

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|   | (b)                                                                                                                                                                                                                                                                               | It is not materially overdue in the filing of any   Tax returns.                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                              |
|   | (c)                                                                                                                                                                                                                                                                               | No claims are being or are reasonably likely to be   asserted against it with respect to Taxes which, if determined against it,   could reasonably be expected to have a Material Adverse Effect. |
|   |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                              |
| 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.                                             |
|   |                                                                                                                                                                                                                                                                              |
| 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)                                                                                                                                                                                                                                                                               | The Borrower is a Subsidiary of the Parent.                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                                                               | The Guarantor is a Subsidiary of the Borrower.                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                              |
| 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.                                                                            |

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| 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)                                                                                                                                                    | as soon as the same become available, but in any   event within 90 days after the end of each of its financial years its audited   consolidated financial statements for that financial year; and |
|   |                                                                                                                                                   |   |
|   | (b)                                                                                                                                                    | as soon as the same become available, but in any   event within 60 days after the end of each half of each of its financial   years its financial statements for that financial half year. |
|   |                                                                                                                                                   |   |
| 17.2   | **Compliance Certificate**                                                                                                                             |
|   |                                                                                                                                                   |
|   | (a)                                                                                                                                                    | The Borrower shall supply to the Agent, with each   set of financial statements delivered pursuant to paragraphs (a) and (b) of   Clause 17.1 (*Financial statements*),   a Compliance Certificate setting out (in reasonable detail) computations as   to compliance with Clause 18 (*Financial   covenants*) as at the date as at which those financial statements   were drawn up. |
|   |                                                                                                                                                   |   |
|   | (b)                                                                                                                                                    | Each Compliance Certificate shall be signed by the   Chief Financial Officer and Treasurer of the Borrower (or by a Person validly   appointed by them who has authority under the Borrower’s constitutional   documents to sign such documents). |
|   |                                                                                                                                                   |   |
| 17.3   | **Requirements as to financial   statements**                                                                                                          |
|   |                                                                                                                                                   |
|   | (a)                                                                                                                                                    | Each set of financial statements delivered by the   Obligors pursuant to Clause 17.1 (*Financial   statements*) shall be certified by a director of the relevant   Obligor as fairly representing its financial condition as at the date as at   which those financial statements were drawn up. |
|   |                                                                                                                                                   |   |
|   | (b)                                                                                                                                                    | The Obligors shall procure that each set of   financial statements delivered pursuant to Clause 17.1 (*Financial statements*) is prepared using   GAAP. |
|   |                                                                                                                                                   |   |
| 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)                                                                                                                                                    | all documents dispatched by such Obligor to its   creditors generally at the same time as they are dispatched (which, for the   avoidance of doubt, shall not include documents which are specific to other   facilities); |
|   |                                                                                                                                                   |   |
|   | (b)                                                                                                                                                    | promptly upon becoming aware of them, the details of   any litigation, arbitration or administrative proceedings which are current,   threatened or pending against any Votorantim Party, and which might, if   adversely determined, have a Material Adverse Effect; |

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|   | (c)                                       | promptly (and, in any event, within five Business   Days) after either Obligor’s knowledge thereof, notice of any other event or   development that could reasonably be expected to have a Material Adverse   Effect;                                                                                                                                                                                      |
|--------|-------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (d)                                       | promptly upon request of the Agent at any time after   the commencement of a Coverage Period and prior to the Sales Value Testing   Date falling in that Coverage Period, evidence that the Unencumbered Payment   Amount at such time, when aggregated with the Aggregate Sales Value at such   time, is not less than the amount which is 115% of the Debt Service   Obligation for that Coverage Period; and |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (e)                                       | promptly, such further information regarding the   financial condition, business and operations of the Obligors as any Finance   Party (through the Agent) may reasonably request.                                                                                                                                                                                                                              |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 17.5   | **Notification of default**               |
|   |                                      |
|   | (a)                                       | Each Obligor shall notify the Agent of:                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                             | any Default; and |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                            | any default by it or any Buyer under any Sales   Contract, |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                      | (and the steps, if any, being taken to remedy it)   promptly upon becoming aware of its occurrence.                                                                                                                                                                                                                                                                                                             |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (b)                                       | Promptly upon a request by the Agent, the Borrower   shall supply to the Agent a certificate signed by two of its directors or   senior officers on its behalf certifying that no Default is continuing (or if   a Default is continuing, specifying the Default and the steps, if any, being   taken to remedy it).                                                                                            |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (c)                                       | Promptly upon a request by the Agent, the Guarantor   shall supply to the Agent a certificate signed by two of its directors or   senior officers on its behalf certifying that no default under any Sales   Contract has occurred (or if a default under a Sales Contract has occurred,   specifying the default under such Sales Contract and the steps, if any, being   taken to remedy it).                 |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 17.6   | **“Know your customer” checks** |
|   |                                      |
|   | (a)                                       | If:                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                             | the introduction of or any change in (or in the   interpretation, administration or application of) any law or regulation made   after the Restatement Date; |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                            | any change in the status of an Obligor or the   composition of the shareholders of an Obligor after the Restatement Date; or |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a proposed assignment by a Lender of any of its   rights and obligations under this Agreement to a party that is not a Lender   prior to such assignment or transfer, |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | obliges the Agent or any Lender (or, in the case of   paragraph (iii) above, any prospective new Lender) to comply with “know your   customer” or similar identification procedures in circumstances where the   necessary information is not already available to it, each Obligor shall   promptly upon the request of the Agent or any Lender supply, or procure the   supply of, such documentation and other evidence as is reasonably requested   by the Agent (for itself or on behalf of any Lender) or any Lender (for   itself or, in the case of the event described in paragraph (iii) above, on   behalf of any prospective new Lender) in order for the Agent, such Lender or,   in the case of the event described in paragraph (iii) above, any prospective   new Lender 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 contemplatedin the Finance   Documents. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (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.                                                                                                                                                                                                                                                                                                                                                             |

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| 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*)).                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Permitted Security and the Transaction Security; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any Security on the inventory or receivables (other   than those described in paragraph (f) below) of any Obligor or any Designated   Subsidiary securing obligations:  (i)   under any short term lines of credit, entered into in the normal course of   business; or (ii) under any working capital facility; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any Security in respect of legal proceedings which   have been submitted to a competent court and are being contested in good   faith; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any Security created solely for the purpose of   securing the payment of all or a part of the purchase price of assets   (including Capital Stock of any Person) acquired or constructed after the   Restatement Date, provided that (i) the aggregate principal amount of Debt   secured by such Security shall not exceed the purchase price of the assets so   acquired or constructed; and (ii) such Security shall not encumber any assets   other than the assets so acquired and shall attach to such assets within 90   days of the construction or acquisition of such assets; |

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|   | (e)    | any Security which arises pursuant to a final   judgment or judgments that do not constitute an Event of Default under Clause   21.9 (*Judgments*);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (f)    | any Security on accounts receivable and related   assets in connection with export, import or other trade transactions or in   connection with any securitization transaction, provided that the aggregate   amount of any receivables permitted pursuant to this paragraph (f) securing   Debt shall not exceed (i) with respect to transactions related to revenues   from exports, 80% of such Obligor or Designated Subsidiary’s consolidated net   sales from exports; or (ii) with respect to transactions related to revenues   from domestic sales, 80% of such Obligor or Designated Subsidiary’s   consolidated net sales within Brazil; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (g)    | any Security granted to secure borrowings from (i)   Banco Nacional de Desenvolvimento Econômico e Social-BNDES, or any other   Brazilian governmental development bank; or (ii) any international   development bank or Governmental Authority;                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (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.                                                                                                                                                                                                                                                                      |

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| 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 orresolution 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 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 survivingPerson; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (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 TotalCapitalization Ratio under paragraph (c) of Clause 18 (*FinancialCovenants*) if such ratio was determined as if the date on which such merger,consolidation, sale, transfer, lease or other disposition was effected was thelast day of a Fiscal Semester of the Borrower or (ii) the Debt Service CoverageRatio under paragraph (a) of Clause 18 (*Financial Covenants*) and/or theNet Debt to EBITDA Ratio under paragraph (b) of Clause 18 (*FinancialCovenants*) if such ratios were determined on a *pro forma* basis giving effectto such merger, consolidation, sale, transfer, lease or other disposition withrespect to the then most recently completed two Fiscal Semesters of theBorrower; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (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. |

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|   | 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, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | 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.                                                                                                                                                             |

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| 19.9   | **Environmental Claims**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Each Obligor shall inform the Agent in writing as   soon as reasonably practicable upon becoming aware of the same:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | if any Environmental Claim has been commenced or (to   the best of its knowledge and belief) is threatened against any Votorantim   Party; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | of any facts or circumstances which will or are   reasonably likely to result in any Environmental Claim being commenced or   threatened against any Votorantim Party, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | 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). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Borrower shall ensure that (not more than once   in every financial year unless the Agent reasonably suspects a Default is   continuing or may occur) the Agent and/or the Trustee and/or its accountants   or other professional advisers and contractors has free access at all   reasonable times and on reasonable notice at the risk and cost of the   Borrower (i) to the premises, assets, books, accounts and records of each   Obligor and (ii) to meet and discuss matters with senior management. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Each of the Obligors shall (and the Borrower shall   cause each of the Designated Subsidiaries to) (i) engage internationally   recognised independent accountants to audit its financial statements, and   (ii) maintain a system of accounting in which full and correct entries shall   be made of all of its financial transactions, assets and liabilities in   accordance with applicable GAAP. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | No Obligor shall (and the Borrower shall not permit   any Designated Subsidiary to) amend, modify or otherwise change any of its *estatutos sociais*, by-laws or other   similar documents in any way that would adversely affect the Finance Parties   without the prior written consent (which consent shall not be unreasonably   withheld or delayed) of the Majority Lenders. |

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|   | (d)                                                                                                                                                                                                                                                              | No Obligor shall (and the Borrower shall not permit   any Designated Subsidiary to) take any action, or conduct its affairs in a   manner, that would reasonably be expected to result in its corporate   existence being ignored by any court of competent jurisdiction or in its   assets and/or liabilities being substantively consolidated with those of any   other Person in a bankruptcy, reorganisation or other insolvency proceeding.                                                                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 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)                                                                                                                                                                                                                                                              | to the extent not previously delivered together with   the Sales Contract Designation Notice relating to that Sales Contract, a copy   of any and all documentation evidencing a Sales Contract;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                                                                                              | the details of any litigation, arbitration or   administrative proceedings which are current, threatened or pending in   relation to any Sales Contract; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (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).                                                                                                                                                                     |

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| 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).                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.2   | **Sales Information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The Obligors shall deliver, or procure that there is   delivered, to the Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | on each Sales Value Testing Date, a report detailing   all of the projected sales of Products (including details as to scheduled   delivery dates, Products, tonnage, sales prices, Buyers and any relevant   vessel nominations) made or to be made by the Guarantor under the Sales   Contracts during the then current Coverage Period; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | on demand, such additional financial or sales   information relating to the sale of Products to Buyers by the Guarantor as   may reasonably be requested by the Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| 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). |

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| 20.5   | **Debt Service Coverage**                                                                                                                                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Subject to Clause 20.7 (*“Top-Up” Clause*), the Obligors shall procure that:                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                     | on each Sales Value Testing Date, the Aggregate   Sales Value with respect to the then current Coverage Period is not less than   the amount which is 115% of the Debt Service Obligation for that Coverage Period;   and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                     | the amounts which are credited to the Collection   Account pursuant to Clause 20.4 (*Collection**Account*) are such that the Collection Account Amount on   each Payment Testing Date is not less than the amount which is 115% of the   Debt Service Obligation for the Coverage Period in which that Payment Testing   Date falls. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| 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*).                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                     | the Guarantor designates and delivers copies of   further Sales Contracts to the Trustee; and/or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                     | the Borrower prepays all or part of the Loans in   accordance with Clause 5.2 (*Voluntary   Prepayment*), |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                     | the Trustee shall be entitled to (and, provided that   the Collection Account Amount at such time is sufficient to discharge all   principal, interest and other sums due and payable by the Obligors under the   Finance Documents at such time, shall) debit from the Collection Account any   amount then standing to the credit of the Collection Account and shall apply   any amount so debited in or towards the discharge of principal, interest and   all other sums due and payable by the Obligors under the Finance Documents at   such time; and |

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|   | (b)                                                                                                                                                                                                                                                    | immediately after application of the amount(s)   referred to in paragraph (a) above, and provided that no Default is   continuing at such time, the Guarantor shall be entitled to withdraw from the   Collection Account the surplus (if any) remaining after application of the   above amount(s) referred to in paragraph (a) above.                                                |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 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.                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                   |
| 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)                                                                                                                                                                                                                                                    | its failure to pay is caused by administrative or   technical error; and                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                                                                                                                                                                                                                                                    | payment is made within 2 Business Days of its due   date.                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 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)                                                                                                                                                                                                                                                    | An Obligor does not comply with any provision of the   Finance Documents (other than those referred to in Clause 21.1 (*Non-payment*) and Clause 21.2 (*Financial and other covenants*)).                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                                                                                                                                                                                                                                                    | No Event of Default under paragraph (a) above in   relation to Clause 19 (*General   Undertakings*) will occur if the failure to comply is capable of   remedy and is remedied within 30 days of the earlier of (i) the relevant   Obligor receiving notice of the failure to comply from the Agent and (ii) the   relevant Obligor otherwise becoming aware of the failure to comply. |

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| 21.4   | **Misrepresentation** |
|--------|-----------------------|
|   |                  |
|   | (a)                   | Any representation or statement made or deemed to be   made by an Obligor in any Finance Document or any other document delivered by   or on behalf of any Obligor under or in connection with any Finance Document   is or proves to have been incorrect or misleading in any material respect   when made or deemed to be made. |
|   |                  |   |
|   | (b)                   | No Event of Default under paragraph (a) above will   occur if the failure to comply is capable of remedy and is remedied within 5   Business Days of the earlier of the Agent giving notice to the relevant   Obligor or the relevant Obligor becoming aware of the failure to comply. |
|   |                  |   |
| 21.5   | **Cross default**     |
|   |                  |
|   | (a)                   | Any Debt of any Votorantim Party or any of the   consolidated subsidiaries of the Borrower as determined in accordance with   GAAP is not paid when due nor within any originally applicable grace period. |
|   |                  |   |
|   | (b)                   | Any Debt of any Votorantim Party or any of the   consolidated subsidiaries of the Borrower as determined in accordance with   GAAP is declared to be or otherwise becomes due and payable prior to its   specified maturity as a result of an event of default (however described). |
|   |                  |   |
|   | (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). |

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|   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.8   | **Creditors’ process**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any expropriation, attachment, sequestration,   distress or execution affects any asset or assets (other than any assets the   subject of a Sales Contract or the Assignment Agreement) of a Votorantim   Party which may reasonably be expected to have a Material Adverse Effect.                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Any expropriation, attachment, sequestration,   distress or execution affects any assets the subject of a Sales Contract or   the Assignment Agreement.                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                              |
| 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. |

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| 21.10  | **Ownership of the Obligors**                                                                                                                                                                                                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                       |
|   | Either Obligor ceases   to be:                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                        | a Subsidiary of the Parent; or |
|   |                                                                                                                                                                                                                                       |   |
|   | (b)                                                                                                                                                                                                                                        | directly or indirectly controlled by the Parent, |
|   |                                                                                                                                                                                                                                       |   |
|   | 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.                                                                         |
|   |                                                                                                                                                                                                                                       |
| 21.14  | **Effectiveness of documents**                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                        | Any Finance Document ceases to be in full force and   effect or any Transaction Document which is not a Finance Document ceases to   be in full force and effect as against an Obligor. |
|   |                                                                                                                                                                                                                                       |   |
|   | (b)                                                                                                                                                                                                                                        | Any Transaction Document is alleged by an Obligor to   be ineffective for any reason. |
|   |                                                                                                                                                                                                                                       |   |
|   | (c)                                                                                                                                                                                                                                        | A Security Document does not or ceases to create the   valid, first ranking, fully perfected security it purports to create. |
|   |                                                                                                                                                                                                                                       |   |
|   | (d)                                                                                                                                                                                                                                        | Any Transaction Document is terminated, cancelled,   suspended or revoked by an Obligor. |
|   |                                                                                                                                                                                                                                       |   |
|   | (e)                                                                                                                                                                                                                                        | No Event of Default will occur under paragraphs (a)   to (c) above if the event in question is capable of remedy and is remedied   (to the satisfaction of the Agent) within 10 Business Days from the date the   event occurred. |
|   |                                                                                                                                                                                                                                       |   |
| 21.15  | **Governmental Intervention**                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                        | The authority or ability of any Obligor or any   Designated Subsidiary to conduct its business in any respect that is material   to its day to day business activities is limited or wholly or substantially   curtailed by any seizure, expropriation, nationalisation, intervention,   restriction or other action by or on behalf of any governmental, regulatory   or other authority or Person in relation to any Obligor or any Designated   Subsidiary or any of their respective assets. |

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|   | (b)                                                                                                                                                                                                                                                                 | By or under the authority of any government:                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                | (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 |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                 |
|   | (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.                     |

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|   | (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.                                                                                                                                                                                                 |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                                       |
|   | (e)                                                                                                                                              | If:                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                             | (i)                                                                                                                                                                                                                                                                                                                        | a Lender assigns or transfers any of its rights or   obligations under the Finance Documents or changes its Facility Office; and |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                                       |   |
|   |                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                                       | as a result of circumstances existing at the date   the assignment, transfer or change occurs, an Obligor would be obliged to   make a payment to the New Lender or Lender acting through its new Facility   Office under Clause 10 (*Tax gross-up and   indemnities*) or Clause 11 (*Increased   costs*), |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                                       |   |
|   |                                                                                                                                             | 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)                                                                                                                                                                                                                                                                                                                        | the legality, validity, effectiveness, adequacy or   enforceability of the Transaction Documents, the Transaction Security or any   other documents; |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                                       |   |
|   |                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                                       | the financial condition of any Obligor or any Buyer; |

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|   |                       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the performance and observance by any Obligor or any   Buyer of its obligations under the Transaction Documents or any other   documents; or                                                                                                                                                                                                                                                       |
|--------|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the accuracy of any statements (whether written or   oral) made in or in connection with any Transaction Document or any other   document,                                                                                                                                                                                                                                                         |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                       | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | has made (and shall continue to make) its own   independent investigation and assessment of the financial condition and   affairs of each Obligor and each Buyer and their related entities in   connection with its participation in this Agreement and has not relied   exclusively on any information provided to it by the Existing Lender in   connection with any Transaction Documents; and |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | will continue to make its own independent appraisal   of the creditworthiness of each Obligor and each Buyer and their related   entities whilst any amount is or may be outstanding under the Finance   Documents.                                                                                                                                                                                |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (c)                        | Nothing in any Finance Document obliges an Existing   Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | accept a re-transfer from a New Lender of any of the   rights and obligations assigned or transferred under this Clause 22; or                                                                                                                                                                                                                                                                     |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | support any losses directly or indirectly incurred   by the New Lender by reason of the non-performance by any Obligor of its   obligations under the Finance Documents or otherwise.                                                                                                                                                                                                              |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                               |
| 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|   |                                                                                                                                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                        | to the extent that in the Transfer Certificate the   Existing Lender seeks to transfer by novation its rights and obligations   under the Finance Documents and in respect of the Transaction Security each   of the Obligors and the Existing Lender shall be released from further   obligations towards one another under the Finance Documents and in respect of   the Transaction Security and their respective rights against one another   shall be cancelled (being the “**Discharged   Rights and Obligations**”);                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                       | each of the Obligors and the New Lender shall assume   obligations towards one another and/or acquire rights against one another   which differ from the Discharged Rights and Obligations only insofar as that   Obligor and the New Lender have assumed and/or acquired the same in place of   that Obligor and the Existing Lender;                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                     | (iii)                                                                                                                                                                                                                                      | the Agent, the Arranger, the Trustee, the New Lender   and other Lenders shall acquire the same rights and assume the same   obligations between themselves and in respect of the Transaction Security as   they would have 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)                                                                                                                                                                                                                                                                                                                      | to (or through) whom that Lender assigns or   transfers (or may potentially assign or transfer) all or any of its rights   and obligations under this Agreement;                                                                           |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                       |
|   | (b)                                                                                                                                                                                                                                                                                                                      | with (or through) whom that Lender enters into (or   may potentially enter into) any sub-participation in relation to, or any   other transaction under which payments are to be made by reference to, this   Agreement or any Obligor; or |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                       |
|   | (c)                                                                                                                                                                                                                                                                                                                      | to whom, and to the extent that, information is   required to be disclosed by any applicable law or regulation, and                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                       |
|   | 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. |

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| 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**                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (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.                                                                                                                                                                                                                                                                                                                  |

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| 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: |
|   |                                                                                                                                                               |   |
|   |                                                                                                                                                               | (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. |

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| 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. |
|   |                                             |   |
|   | (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. |

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|   | (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.                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (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.                                                                                                                                                                                                                                                                                     |

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|   | (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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (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: |

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|   | (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;                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (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).                                                                                                  |

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| 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; |
|   |                                                                                                                                                                                                                                 |   |
|   | (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 |

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|   |                                            | (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).                                                                                                                                                                                             |
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (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;                                                                                                                                                                                                                        |

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|   | (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;                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (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. |

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| 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.                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | pursuant to the enforcement of the Transaction   Security by a Receiver or the Trustee; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if that disposal is permitted under the Finance   Documents, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 25.19  | **Resignation of Trustee**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Trustee may resign and appoint one of its   Affiliates as successor by giving notice to the other Parties (or to the   Agent on behalf of the Lenders). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Alternatively the Trustee may resign by giving   notice to the other Parties (or to the Agent on behalf of the Lenders) in   which case the Majority Lenders may appoint a successor Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | If the Majority Lenders have not appointed a   successor Trustee in accordance with paragraph (b) above within 30 days after   the notice of resignation was given, the Trustee (after consultation with the   Agent) may appoint a successor Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The retiring Trustee shall, at its own cost, make   available to the successor Trustee such documents and records and provide   such assistance as the successor Trustee may reasonably request for the   purposes of performing its functions as Trustee under the Finance Documents. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Trustee’s resignation notice shall only take   effect upon (i) the appointment of a successor and (ii) the transfer of all   of the Transaction Security to that successor. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Upon the appointment of a successor, the retiring   Trustee shall be discharged from any further obligation in respect of the   Finance Documents but shall remain entitled to the benefit of Clauses 24 (*Role of the Agent and Arranger*) and 25 (*Role of Trustee*).  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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Majority Lenders may, by notice to the Trustee,   require it to resign in accordance with paragraph (b) above.  In this event, the Trustee shall resign in   accordance with paragraph (b) above. |

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| 25.20  | **Delegation**                                    |
|--------|---------------------------------------------------|
|   |                                              |
|   | (a)                                               | The Trustee may, at any time, delegate by power of   attorney or otherwise to any Person for any period, all or any of the rights,   powers and discretions vested in it by any of the Finance Documents. |
|   |                                              |   |
|   | (b)                                               | The delegation may be made upon any terms and   conditions (including the power to sub-delegate) and subject to any   restrictions as the Trustee may think fit in the interests of the Secured   Parties and it shall not be bound to supervise, or be in any way responsible   for any loss incurred by reason of any misconduct or default on the part of   any delegate or sub-delegate. |
|   |                                              |   |
| 25.21  | **Additional Trustees**                           |
|   |                                              |
|   | (a)                                               | The Trustee may at any time appoint (and   subsequently remove) any Person to act as a separate trustee or as a co-trustee   jointly with it (i) if it considers that appointment to be in the interests   of the Secured Parties or (ii) for the purposes of conforming to any legal   requirements, restrictions or conditions which the Trustee deems to be   relevant or (iii) for obtaining or enforcing any judgment in any   jurisdiction, and the Trustee shall give prior notice to the Borrower and the   Agent of that appointment. |
|   |                                              |   |
|   | (b)                                               | Any Person so appointed shall have the rights,   powers and discretions (not exceeding those conferred on the Trustee by this   Agreement) and the duties and obligations that are conferred or imposed by   the instrument of appointment. |
|   |                                              |   |
|   | (c)                                               | The remuneration that the Trustee may pay to any   Person, and any costs and expenses incurred by that Person in performing its   functions pursuant to that appointment shall, for the purposes of this   Agreement, be treated as costs and expenses incurred by the Trustee. |
|   |                                              |   |
| 25.22  | **Parallel Debt (Covenant to pay the   Trustee)** |
|   |                                              |
|   | (a)                                               | Notwithstanding any other provision of this Agreement,   each Obligor hereby irrevocably and unconditionally undertakes to pay to the   Trustee, as creditor in its own right and not as representative of the other   Finance Parties, sums equal to and in the currency of each amount payable by   such Obligor to each of the Finance Parties under each of the Finance   Documents as and when that amount falls due for payment under the relevant   Finance Document. |
|   |                                              |   |
|   | (b)                                               | The Trustee shall have its own independent right to   demand payment of the amounts payable by each Obligor under this Clause   25.22. |
|   |                                              |   |
|   | (c)                                               | Any amount due and payable by an Obligor to the   Trustee under this Clause 25.22 shall be decreased to the extent that the   other Finance Parties have received (and are able to retain) payment in full   of the corresponding amount under the other provisions of the Finance   Documents and any amount due and payable by an Obligor to the other Finance   Parties under those provisions shall be decreased to the extent that the   Trustee has received (and is able to retain) payment in full of the   corresponding amount under this Clause 25.22. |

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| 26.    | **CONDUCT OF BUSINESS BY THE FINANCE PARTIES**                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                  |
|   | No provision of this Agreement will:                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                   | interfere with the right of any Finance Party to   arrange its affairs (tax or otherwise) in whatever manner it thinks fit; |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                   | oblige any Finance Party to investigate or claim any   credit, relief, remission or repayment available to it or the extent, order   and manner of any claim; or |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (c)                                                                                                                                                                                                                                                                                                   | oblige any Finance Party to disclose any information   relating to its affairs (tax or otherwise) or any computations in respect of   Tax. |
|   |                                                                                                                                                                                                                                                                                                  |   |
| 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)                                                                                                                                                                                                                                                                                                   | the Recovering Finance Party shall, within three   Business Days, notify details of the receipt or recovery, to the Agent; |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                   | the Agent shall determine whether the receipt or   recovery is in excess of the amount the Recovering Finance Party would have   been paid had the receipt or recovery been received or made by the Agent and   distributed in accordance with Clause 28 (*Payment   mechanics*), without taking account of any Tax which would be   imposed on the Agent in relation to the receipt, recovery or distribution;   and |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (c)                                                                                                                                                                                                                                                                                                   | the Recovering Finance Party shall, within three   Business Days of demand by the Agent, pay to the Agent an amount (the “**Sharing Payment**”) equal to such receipt   or recovery less any amount which the Agent determines may be retained by the   Recovering Finance Party as its share of any payment to be made, in   accordance with Clause 28.5 (*Partial   payments*). |
|   |                                                                                                                                                                                                                                                                                                  |   |
| 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)                                                                                                                                                                                                                                                                                                   | On a distribution by the Agent under Clause 27.2 (*Redistribution of payments*), the   Recovering Finance Party will be subrogated to the rights of the Finance   Parties which have shared in the redistribution. |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                   | If and to the extent that the Recovering Finance   Party is not able to rely on its rights under paragraph (a) above, the   relevant Obligor shall be liable to the Recovering Finance Party for a debt   equal to the Sharing Payment which is immediately due and payable. |

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| 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)                                                                                                                                                                | each Finance Party which has received a share of the   relevant Sharing Payment pursuant to Clause 27.2 (*Redistribution of payments*) shall, upon request of the   Agent, pay to the Agent for account of that Recovering Finance Party an   amount equal to the appropriate part of its share of the  Sharing Payment (together with an amount   as is necessary to reimburse that Recovering Finance Party for its proportion   of any interest on the Sharing Payment which that Recovering Finance Party is   required to pay); and |
|   |                                                                                                                                                               |   |
|   | (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)                                                                                                                                                                | On each date on which an Obligor or a Lender is   required to make a payment under a Finance Document, that Obligor or Lender   shall make the same available to the Agent (unless a contrary indication   appears in a Finance Document) for value on the due date at the time and in   such funds specified by the Agent as being customary at the time for   settlement of transactions in the relevant currency in the place of payment. |
|   |                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                | Payment shall be made to such account as the Agent   specifies from time to time. |

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| 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Where a sum is to be paid to the Agent under the   Finance Documents for another Party, the Agent is not obliged to pay that sum   to that other Party (or to enter into or perform any related exchange   contract) until it has been able to establish to its satisfaction that it has   actually received that sum. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the Agent pays an amount to another Party and it   proves to be the case that the Agent had not actually received that amount,   then the Party to whom that amount (or the proceeds of any related exchange   contract) was paid by the Agent shall on demand refund the same to the Agent   together with interest on that amount from the date of payment to the date of   receipt by the Agent, calculated by the Agent to reflect its cost of funds. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 28.5   | **Partial payments**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the Agent receives a payment that is insufficient   to discharge all the amounts then due and payable by an Obligor under the   Finance Documents, the Agent shall apply that payment towards the obligations   of that Obligor under the Finance Documents in the following order: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) | **first**, in or towards payment pro rata of any unpaid fees, costs and   expenses of the Agent, the Trustee (including any Receiver or Delegate and   the Arranger) under the Finance Documents; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) | **secondly**, in or towards payment pro rata of any accrued interest or   commission due but unpaid under this Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii) | **thirdly**, in or towards payment pro rata of any principal due but unpaid   under this Agreement; and |

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|   |                                                                                                                                                                             | (iv)                                                                                                                                                                                                               | **fourthly**, in or towards payment pro rata of any other sum due but unpaid   under the Finance Documents.                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                |
|   | (b)                                                                                                                                                                              | The Agent shall, if so directed by the Majority   Lenders, vary the order set out in sub-paragraphs (i) to (iv) of paragraph   (a) above.                                                                          |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
|   | (c)                                                                                                                                                                              | Paragraphs (a) and (b) above will override any appropriation   made by an Obligor.                                                                                                                                 |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
| 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. |
|   |                                                                                                                                                                             |
| 28.7   | **Payment on Business Days**                                                                                                                                                     |
|   |                                                                                                                                                                             |
|   | (a)                                                                                                                                                                              | Any payment which is due to be made on a day that is   not a Business Day shall be made on the next Business Day in the same   calendar month (if there is one) or the preceding Business Day (if there is   not). |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                              | During any extension of the due date for payment of   any principal or Unpaid Sum under this Agreement interest is payable on the   principal or Unpaid Sum at the rate payable on the original due date.          |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
| 28.8   | **Currency of account**                                                                                                                                                          |
|   |                                                                                                                                                                             |
|   | (a)                                                                                                                                                                              | Subject to paragraphs (b) and (c) below, dollars is   the currency of account and payment for any sum due from an Obligor under any   Finance Document.                                                            |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                              | Each payment in respect of costs, expenses or Taxes   shall be made in the currency in which the costs, expenses or Taxes are   incurred.                                                                          |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
|   | (c)                                                                                                                                                                              | Any amount expressed to be payable in a currency   other than dollars shall be paid in that other currency.                                                                                                        |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
| 28.9   | **Change of currency**                                                                                                                                                           |
|   |                                                                                                                                                                             |
|   | (a)                                                                                                                                                                              | Unless otherwise prohibited by law, if more than one   currency or currency unit are at the same time recognised by the central bank   of any country as the lawful currency of that country, then:                |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |
|   |                                                                                                                                                                             | (i)                                                                                                                                                                                                                | any reference in the Finance Documents to, and any   obligations arising under the Finance Documents in, the currency of that   country shall be translated into, or paid in, the currency or currency unit   of that country designated by the Agent (after consultation with the   Borrower); and |
|   |                                                                                                                                                                             |                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                             | (ii)                                                                                                                                                                                                               | any translation from one currency or currency unit   to another shall be at the official rate of exchange recognised by the   central bank for the conversion of that currency or currency unit into the   other, rounded up or down by the Agent (acting reasonably).                              |

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | If a change in any currency of a country occurs,   this Agreement will, to the extent the Agent (acting reasonably and after   consultation with the Borrower) specifies to be necessary, be amended to   comply with any generally accepted conventions and market practice in the   Relevant Interbank Market and otherwise to reflect the change in currency. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                             |
| 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.                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | in discharging any sums owing to the Trustee (in its   capacity as trustee), any Receiver or any Delegate;                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                             |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | in payment to the Agent, on behalf of the Secured   Parties, for application towards the discharge of all sums due and payable by   any Obligor under any of the Finance Documents in accordance with Clause 28.5   (*Partial Payments*);                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                             |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | if none of the Obligors is under any further actual   or contingent liability under any Finance Document, in payment to any Person   to whom the Trustee is obliged to pay in priority to any Obligor; and                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                             |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the balance, if any, in payment to the relevant   Obligor.                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                             |
| 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. |

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| 30.3   | **Currency Conversion**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | For the purpose of or pending the discharge of any   of the Secured Obligations the Trustee may convert any moneys received or   recovered by the Trustee from one currency to another, at the spot rate at   which the Trustee is able to purchase the currency in which the Secured   Obligations are due with the amount received. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The obligations of an Obligor to pay in the due   currency shall only be satisfied to the extent of the amount of the due   currency purchased after deducting the costs of conversion. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 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). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 30.5   | **Discharge of Secured Obligations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any payment to be made in respect of the Secured   Obligations by the Trustee may be made to the Agent on behalf of the Lenders   and that payment shall be a good discharge to the extent of that payment, to   the Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Trustee is under no obligation to make payment   to the Agent in the same currency as that in which any Unpaid Sum is   denominated. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| 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)                                                                                                                                                                                                                                                         | in the case of an Obligor, that identified with its   name below; |
|   |                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                         | in the case of each Lender, that notified in writing   to the Agent on or prior to the date on which it becomes a Party; and |
|   |                                                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                                                         | in the case of the Arranger, the Agent and the   Trustee, that identified with its name below, |
|   |                                                                                                                                                                                                                                                        |   |
|   | 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.              |
|   |                                                                                                                                                                                                                                                        |
| 31.3   | **Delivery**                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                         | Any communication or document made or delivered by   one Person to another under or in connection with the Finance Documents will   only be effective: |
|   |                                                                                                                                                                                                                                                        |   |
|   |                                                                                                                                                                                                                                                        | (i) | if by way of fax, when received in legible form; or |
|   |                                                                                                                                                                                                                                                        |   |   |
|   |                                                                                                                                                                                                                                                        | (ii) | if by way of letter, when it has been left at the   relevant address or seven Business Days after being deposited in the post   postage prepaid in an envelope addressed to it at that address, |
|   |                                                                                                                                                                                                                                                        |   |   |
|   |                                                                                                                                                                                                                                                        | and, if a particular department or officer is   specified as part of its address details provided under Clause 31.2 (*Addresses*), if addressed to that   department or officer. |
|   |                                                                                                                                                                                                                                                        |
|   | (b)                                                                                                                                                                                                                                                         | Any notice delivered under or in connection with the   Finance Documents after 4.00 p.m. on a Business Day, or on a day which is not   a Business Day, shall be deemed to have been delivered at 10.00 a.m. on the   next Business Day. |
|   |                                                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                                                         | Any communication or document to be made or   delivered to the Agent or Trustee will be effective only when actually   received by the Agent or Trustee and then only if it is expressly marked for   the attention of the department or officer identified with the Agent or   Trustee’s signature below (or any substitute department or officer as the   Agent or Trustee shall specify for this purpose). |
|   |                                                                                                                                                                                                                                                        |   |
|   | (d)                                                                                                                                                                                                                                                         | All notices from or to an Obligor shall be sent   through the Agent. |
|   |                                                                                                                                                                                                                                                        |   |
|   | (e)                                                                                                                                                                                                                                                         | All notices to a Lender from the Trustee shall be   sent through the Agent. |
|   |                                                                                                                                                                                                                                                        |   |
|   | (f)                                                                                                                                                                                                                                                         | Any communication or document made or delivered to   the Borrower in accordance with this Clause 31.3 will be deemed to have been   made or delivered to each of the Obligors. |

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| 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)                                                                                                                                                                                                                                      | The Agent may deliver any information under the   Finance Documents to a Lender by posting it on an electronic website   designated by the Agent for this purpose. |
|   |                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                      | The Agent will supply each Lender with the address   of the electronic website and any relevant password specifications required   for access. |
|   |                                                                                                                                                                                                                                     |   |
|   | (c)                                                                                                                                                                                                                                      | The Agent must promptly, upon becoming aware of its   occurrence, notify the Lenders if: |
|   |                                                                                                                                                                                                                                     |   |
|   |                                                                                                                                                                                                                                     | (i) | the website cannot be accessed; |
|   |                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                     | (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. |

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| 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.                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Subject to Clause 35.2 (*Exceptions*) and Clause 25.14 (*Releases*) any term of the Finance Documents may be amended   or waived only with the consent of the Majority Lenders and the Borrower and   any such amendment or waiver will be binding on all Parties. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Agent, or in respect of the Security Documents   the Trustee, may effect, on behalf of any Finance Party, any amendment or   waiver permitted by this Clause 35. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 35.2   | **Exceptions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | An amendment or waiver that has the effect of   changing or which relates to: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (i) | the definition of “**Majority   Lenders**” in Clause 1.1 (*Definitions*); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (ii) | an extension to the date of payment of any amount   under the Finance Documents; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (iii) | a reduction in the Margin or a reduction in the   amount of any payment of principal, interest, fees or commission payable; |

- 81 -

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|   |                                                                                                                                                                                                                                                    | (iv)                                                                                                                                                                                                                                                                                                                                           | a change of an Obligor;                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                            |
|   |                                                                                                                                                                                                                                                    | (v)                                                                                                                                                                                                                                                                                                                                            | any provision which expressly requires the consent   of all the Lenders;                                                                        |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                            |
|   |                                                                                                                                                                                                                                                    | (vi)                                                                                                                                                                                                                                                                                                                                           | Clause 2.2 (*Finance   Parties’ rights and obligations*), Clause 22 (*Changes to the Lenders*) or this Clause   35; or                     |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                            |
|   |                                                                                                                                                                                                                                                    | (vii)                                                                                                                                                                                                                                                                                                                                          | the nature or scope of the Secured Property or the   manner in which the proceeds of enforcement of the Transaction Security are   distributed, |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                            |
|   |                                                                                                                                                                                                                                                    | shall not be made without the prior consent of all   the Lenders.                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |
|   | (b)                                                                                                                                                                                                                                                     | An amendment or waiver which relates to the rights   or obligations of the Agent, the Trustee or the Arranger may not be effected   without the consent of the Agent, the Trustee or the Arranger.                                                                                                                                             |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |
| 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)                                                                                                                                                                                                                                                     | The courts of England have exclusive jurisdiction to   settle any dispute arising out of or in connection with this Agreement (including   a dispute regarding the existence, validity or termination of this Agreement)   (a “**Dispute**”).                                                                                        |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |
|   | (b)                                                                                                                                                                                                                                                     | The Parties agree that the courts of England are the   most appropriate and convenient courts to settle Disputes and accordingly no   Party will argue to the contrary.                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |
|   | (c)                                                                                                                                                                                                                                                     | This Clause 38.1 is for the benefit of the Finance   Parties only.  As a result, no Finance   Party shall be prevented from taking proceedings relating to a Dispute in any   other courts with jurisdiction.  To   the extent allowed by law, the Finance Parties may take concurrent   proceedings in any number of jurisdictions. |
|   |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           |
| 38.2   | **Service of process**                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                    |
|   | Without prejudice to any other mode of service   allowed under any relevant law, each Obligor:                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                                     | irrevocably appoints Law Debenture Corporate Services Limited of 100 WoodStreet, Fifth Floor, London EC2V 7EX, England as its agent for service ofprocess in relation to any proceedings before the English courts in connectionwith any Finance Document; and                                                                                 |

- 82 -

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|                                                                                              | (b)    | agrees that failure by an agent for service of   process to notify the relevant Obligor of the process will not invalidate the   proceedings concerned. |
|---------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              |   |                                                                                                                                                    |
| **This Agreement has been entered   into on the date stated at the beginning of this Agreement.** |

- 83 -

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**SCHEDULE 1**

**THE EXISTING LENDERS**

| **Name   of Existing Lender**                         |   |   | **A1   Loan** |   |   | **A2   Loan** |   |   | **A3   Loan** |   |
|-------------------------------------------------------|--------|--------|---------------|--------|--------|---------------|--------|--------|---------------|--------|
|                                                       |   |        |               |   |        |               |   |        |               |   |
|                                                  |   |   | **($)**       |   |   | **($)**       |   |   | **($)**       |   |
| Banco Santander Central   Hispano S.A., London Branch |   |   | 25,000,000.00 |   |   | 41,666,666.67 |   |   | 8,333,333.33  |   |
|                                                  |   |   |          |   |   |          |   |   |          |   |
| **Name   of Existing Lender**                         |   |   | **B1   Loan** |   |   | **B2   Loan** |   |   | **B3   Loan** |   |
|                                                       |   |        |               |   |        |               |   |        |               |   |
|                                                  |   |   | **($)**       |   |   | **($)**       |   |   | **($)**       |   |
| Banco Santander Central   Hispano S.A., London Branch |   |   | 25,000,000.00 |   |   | 41,666,666.67 |   |   | 8,333,333.33  |   |
|                                                  |   |   |          |   |   |          |   |   |          |   |
| **Name   of Existing Lender**                         |   |   | **C1   Loan** |   |   | **C2   Loan** |   |   | **C3   Loan** |   |
|                                                       |   |        |               |   |        |               |   |        |               |   |
|                                                  |   |   | **($)**       |   |   | **($)**       |   |   | **($)**       |   |
| Banco Santander Central   Hispano S.A., London Branch |   |   | 25,000,000.00 |   |   | 41,666,666.66 |   |   | 8,333,333.34  |   |
|                                                  |   |   |          |   |   |          |   |   |          |   |

- 84 -

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**SCHEDULE 2**

**FORM OF TRANSFER CERTIFICATE**

To:          Banco Santander Central Hispano S.A., London Branch as Agent

From:      [*The Existing Lender*] (the “**Existing Lender**”) and [*The New Lender*] (the “**New Lender**”)

Dated:

**Votorantim Celulose e Papel S.A. – Restated $225,000,000 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)                                                                                                                                                                                                                         | The Existing Lender and the New Lender agree to the   Existing Lender transferring to the New Lender by novation all or part of the   Existing Lender’s rights and obligations referred to in the Schedule in accordance   with Clause 22.5 (*Procedure for transfer*). |
|   |                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                         | The proposed Transfer Date is [•]. |
|   |                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                         | The Facility Office and address, fax number and   attention details for notices of the New Lender for the purposes of Clause   31.2 (*Addresses*) are set out in   the Schedule. |
|   |                                                                                                                                                                                                                        |   |
| 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.                                                                                                                                                                     |

- 85 -

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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**

Banco Santander Central Hispano S.A., London Branch

By:

- 86 -

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**SCHEDULE 3**

**FORM OF COMPLIANCE CERTIFICATE**

To:          Banco Santander Central Hispano S.A., London Branch as Agent

From:      Votorantim Celulose e Papel S.A. (the “**Borrower**”) as Borrower

Dated: [•]

Dear Sirs

**Votorantim Celulose e Papel S.A. – Restated $225,000,000 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*]

|                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1If this   statement cannot be made, the certificate should identify any Default that is   continuing and the steps, if any, being taken to remedy it. |

- 87 -

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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          |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 May 2007               |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 20 August 2007            |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 19 November 2007          |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 February 2008          |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 19 May 2008               |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 August 2008            |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 November 2008          |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 February 2009          |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 May 2009               |   |                                    | 7,500,000.00 |                                    |   |                                    |   |   |   |   |
| 18 August 2009            |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 November 2009          |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 February 2010          |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 May 2010               |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 August 2010            |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 November 2010          |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 February 2011          |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 May 2011               |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 August 2011            |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 18 November 2011          |   |                                    |         |                                    |   | 7,500,000.00                            |   |   |   |   |
| 20 February 2012          |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 18 May 2012               |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 20 August 2012            |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 19 November 2012          |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 18 February 2013          |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 20 May 2013               |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 19 August 2013            |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 18 November 2013          |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 18 February 2014          |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |
| 19 May 2014               |   |                                    |         |                                    |   |                                    |   |   | 7,500,000.00 |   |

- 88 -

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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                                                      |

- 89 -

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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 Banco Santander Central Hispano S.A., London Branch as trustee, we have irrevocably assigned to Banco Santander Central Hispano S.A., London Branch 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 Banco Santander Central Hispano S.A., London Branch.

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** |   |

- 90 -

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**SCHEDULE 7**

**FORM OF SALES CONTRACT DESIGNATION NOTICE**

To:          Banco Santander Central Hispano S.A., London Branch as Trustee

From:      VCP Overseas Holding Ltd. Budapest, Baar Branch

Dated:

Dear Sirs

**Votorantim Celulose e Papel S.A. - Restated $225,000,000 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)                                                                                                                                                                                                                                                                          | all documentation evidencing a binding agreement or   agreements between VCP Overseas Holding Ltd. Budapest, Baar Branch and [*Insert name of Buyer or Buyers, as applicable*]   (the “**Buyer(s)**”) for the sale of   Products by VCP Overseas Holding Ltd. Budapest, Baar Branch to the Buyer(s);   and |
|   |                                                                                                                                                                                                                                                                         |   |
|   | (b)                                                                                                                                                                                                                                                                          | duly executed Irrevocable Payment Instructions with   respect to each agreement evidenced by the documentation referred to in   paragraph 2(a) above. |
|   |                                                                                                                                                                                                                                                                         |   |
| 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)                                                                                                                                                                                                                                                                          | we have irrevocably assigned to you all our right,   title and interest, present and future, under each Sales Contract designated   in this Sales Contract Designation Notice in accordance with and upon the   terms of the Assignment Agreement; |
|   |                                                                                                                                                                                                                                                                         |   |
|   | (b)                                                                                                                                                                                                                                                                          | each Sales Contract designated in this Sales   Contract Designation Notice is in full force and effect as against VCP Overseas   Holding Ltd. Budapest, Baar Branch, and, to the best of our knowledge and   belief, as against the Buyer(s), upon the terms set out in documentation   referred to in paragraph 2(a) above; and |
|   |                                                                                                                                                                                                                                                                         |   |
|   | (c)                                                                                                                                                                                                                                                                          | forthwith upon delivery of this Sales Contract Designation Notice to you, wewill deliver the original(s) of the Irrevocable Payment Instructions referred toin paragraph 2(b) above to the Buyer(s) [and the Permitted CoveringInstitution(s) issuing the letter or letters of credit or the insurance policyor policies (as applicable) supporting the Buyer(s) payment obligations undereach such Sales Contract]*. |

|                                                                                   |
|-----------------------------------------------------------------------------------|
| *  Insert the language in square brackets if   the Buyer is a Covered Buyer. |

- 91 -

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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** |   |

- 92 -

----