EXECUTION COPY


================================================================================



             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED,
                                 as the Company,

                       JPMORGAN CHASE BANK, LONDON BRANCH,
                        J.P. MORGAN BANK LUXEMBOURG S.A.,
                                as Paying Agents,

                          J.P. MORGAN TRUST BANK LTD.,
                            as Principal Paying Agent

                         VOTORANTIM PARTICIPACOES S.A.,
                        VOTORANTIM CELULOSE E PAPEL S.A.,
                            CIMENTO RIO BRANCO S.A.,
                                  as Guarantors

                                     - and -

                              JPMORGAN CHASE BANK,
                                   as Trustee

                   ------------------------------------------

                                    INDENTURE

                            Dated as of July 28, 2003

                   ------------------------------------------

                                 US$250,000,000

                              5.75% Notes due 2005


================================================================================



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1   Definitions......................................................1
SECTION 1.2   Compliance Certificates and Opinions............................13
SECTION 1.3   Form of Documents Delivered to Trustee..........................14
SECTION 1.4   Acts of Noteholders.............................................14
SECTION 1.5   Notices, Etc., to Trustee, Company and Guarantors...............15
SECTION 1.6   Notice to Noteholders; Waiver...................................16
SECTION 1.7   Effect of Headings and Table of Contents........................16
SECTION 1.8   Successors and Assigns..........................................16
SECTION 1.9   Severability Clause.............................................16
SECTION 1.10  Benefits of Indenture...........................................16
SECTION 1.11  Governing Law...................................................17
SECTION 1.12  Legal Holidays..................................................17
SECTION 1.13  Submission to Jurisdiction; Agent for Service;
              Waiver of Immunities............................................17
SECTION 1.14  Currency of Account; Conversion of Currency;
              Foreign Exchange Restrictions...................................18
SECTION 1.15  Counterparts....................................................20

                                   ARTICLE II

                                    THE NOTES

SECTION 2.1   Forms Generally.................................................20
SECTION 2.2   Title and Terms.................................................20
SECTION 2.3   Denominations...................................................21
SECTION 2.4   Execution, Authentication, Delivery and Dating..................21
SECTION 2.5   Transfer and Exchange of Notes..................................22
SECTION 2.6   Mutilated, Destroyed, Lost and Stolen Notes.....................23
SECTION 2.7   Payment of Interest; Interest Rights Preserved..................24
SECTION 2.8   Persons Deemed Owners...........................................24
SECTION 2.9   Cancellation....................................................24
SECTION 2.10  Computation of Interest.........................................25
SECTION 2.11  ISIN and Common Code Numbers....................................25
SECTION 2.12  Paying Agents; Discharge of Payment Obligations;
              Indemnity of Noteholders........................................25


<PAGE>

                                   ARTICLE III

                           SATISFACTION AND DISCHARGE

SECTION 3.1   Satisfaction and Discharge of Indenture.........................26
SECTION 3.2   Application of Trust Money......................................27

                                   ARTICLE IV

                                    REMEDIES

SECTION 4.1   Events of Default...............................................28
SECTION 4.2   Collection of Indebtedness and Suits for
              Enforcement by Trustee..........................................31
SECTION 4.3   Trustee May File Proofs of Claim................................32
SECTION 4.4   Trustee May Enforce Claims Without Possession of Notes..........32
SECTION 4.5   Application of Money Collected..................................32
SECTION 4.6   Limitation on Suits.............................................33
SECTION 4.7   Unconditional Right of Noteholders to Receive
              Principal, Premium and Interest.................................33
SECTION 4.8   Restoration of Rights and Remedies..............................33
SECTION 4.9   Rights and Remedies Cumulative..................................33
SECTION 4.10  Delay or Omission Not Waiver....................................34
SECTION 4.11  Control by Noteholders..........................................34
SECTION 4.12  Waiver of Past Defaults.........................................34
SECTION 4.13  Undertaking for Costs...........................................35
SECTION 4.14  Waiver of Stay or Extension Laws................................35

                                    ARTICLE V

                                   THE TRUSTEE

SECTION 5.1   Certain Duties and Responsibilities.............................35
SECTION 5.2   Notice of Defaults..............................................36
SECTION 5.3   Certain Rights of Trustee.......................................36
SECTION 5.4   Not Responsible for Recitals or Issuance of Notes...............37
SECTION 5.5   May Hold Notes..................................................38
SECTION 5.6   Money Held in Trust.............................................38
SECTION 5.7   Compensation and Reimbursement..................................38
SECTION 5.8   Disqualification; Conflicting Interests.........................39
SECTION 5.9   Corporate Trustee Required; Eligibility.........................39
SECTION 5.10  Resignation and Removal; Appointment of Successor...............39
SECTION 5.11  Acceptance of Appointment by Successor..........................40
SECTION 5.12  Merger, Conversion, Consolidation or Succession
              to Business.....................................................40
SECTION 5.13  Preferential Collection of Claims Against the Company...........41
SECTION 5.14  Appointment of Authenticating Agent.............................44

                                       ii
<PAGE>

                                   ARTICLE VI

                           MERGER, CONSOLIDATION, ETC.

SECTION 6.1   Mergers, Consolidations and Certain Sales of Assets.............45
SECTION 6.2   Successor Substituted...........................................47

                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

SECTION 7.1   Supplemental Indentures Without Consent of Noteholders..........47
SECTION 7.2   Supplemental Indentures with Consent of Noteholders.............48
SECTION 7.3   Execution of Supplemental Indentures............................49
SECTION 7.4   Effect of Supplemental Indentures...............................49
SECTION 7.5   Reference in Notes to Supplemental Indentures...................49

                                  ARTICLE VIII

                                    COVENANTS

SECTION 8.1   Payment of Principal, Premium and Interest......................49
SECTION 8.2   Maintenance of Office or Agency.................................49
SECTION 8.3   Money for Note Payments to Be Held in Trust.....................50
SECTION 8.4   Existence.......................................................51
SECTION 8.5   Maintenance of Properties and Insurance.........................51
SECTION 8.6   Payment of Taxes and Other Claims...............................51
SECTION 8.7   Provision of Financial Information..............................52
SECTION 8.8   Statement by Officers as to Default.............................52
SECTION 8.9   Waiver of Certain Covenants.....................................52
SECTION 8.10  Payment of Additional Amounts...................................52
SECTION 8.11  Negative Covenants of the Company...............................54
SECTION 8.12  Limitation on Indebtedness of the Guarantors....................56
SECTION 8.13  Limitation on Liens of the Guarantors...........................58
SECTION 8.14  Transactions with Affiliates and Related Persons................60
SECTION 8.15  Governmental Authorizations.....................................60

                                   ARTICLE IX

                               REDEMPTION OF NOTES

SECTION 9.1   Redemption for Tax Reasons......................................61
SECTION 9.2   Applicability of Article........................................61
SECTION 9.3   Election to Redeem; Notice to Trustee...........................62
SECTION 9.4   Notice of Redemption............................................62
SECTION 9.5   Deposit of Redemption Price.....................................62
SECTION 9.6   Notes Payable on Redemption Date................................62

                                      iii
<PAGE>

SECTION 9.7   Redemption, Repurchase and Early Repayment......................63

                                    ARTICLE X

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 10.1  The Company's Option to Effect Defeasance or
              Covenant Defeasance.............................................63
SECTION 10.2  Defeasance and Discharge........................................63
SECTION 10.3  Covenant Defeasance.............................................63
SECTION 10.4  Conditions to Defeasance or Covenant Defeasance.................64
SECTION 10.5  Deposited Money and U.S. Government Obligations
              to Be Held in Trust; Other Miscellaneous Provisions.............66
SECTION 10.6  Reinstatement...................................................66
SECTION 10.7  Repayment to Company............................................67

                                   ARTICLE XI

                                    GUARANTEE

SECTION 11.1  Guarantee.......................................................67
SECTION 11.2  Delivery of the Guarantee.......................................69
SECTION 11.3  Guarantors May Consolidate, Etc., on Certain Terms..............69
SECTION 11.4  Release of Guarantors...........................................69

                                   ARTICLE XII

                          PLEDGE OF INTERCOMPANY BONDS

SECTION 12.1  Security Interest...............................................70
SECTION 12.2  Delivery of the Collateral......................................70
SECTION 12.3  Lien of Collateral..............................................70
SECTION 12.4  Certain Covenants Relating to the Pledge
              of Intercompany Bonds...........................................70
SECTION 12.5  Certain Rights upon Default.....................................71
SECTION 12.6  Attorney-in-Fact................................................71

                                       iv




<PAGE>



         THIS INDENTURE, dated as of July 28, 2003, among Voto-Votorantim
Overseas Trading Operations II Limited, a limited liability company duly
organized and existing under the laws of the Cayman Islands (the "Company"),
having its principal office at Walkers SPV Limited, Walker House, Mary Street,
P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands, Votorantim
Participacoes S.A., Votorantim Celulose e Papel S.A., Cimento Rio Branco S.A.,
each of which is a validly organized corporation (sociedade anonima) duly
organized under the laws of the Federative Republic of Brazil (each, a
"Guarantor" and together, the "Guarantors"), JPMorgan Chase Bank, a New York
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Trustee"), JPMorgan Chase Bank, London Branch, a corporation
duly organized and existing under the laws of England, and J.P. Morgan Bank
Luxembourg S.A., a corporation duly organized and existing under the laws of
Luxembourg, as paying agents (together, the "Paying Agents"), and J.P. Morgan
Trust Bank Ltd., a corporation duly organized and existing under the laws of
Japan, as principal paying agent (the "Principal Paying Agent").

               RECITALS OF THE COMPANY AND EACH OF THE GUARANTORS

         WHEREAS, the Company has duly authorized the creation of an issue of
US$250,000,000 aggregate principal amount of its 5.75% Notes due 2005 (the
"Notes") of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

         WHEREAS, each of the Guarantors has duly authorized the execution and
delivery of this Indenture to provide for their respective Guarantee with
respect to the Notes as set forth in this Indenture.

         WHEREAS, all things necessary (i) to make the Notes, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and (ii) to make the Guarantee of
the Guarantors, each of which when executed by the respective Guarantors and
endorsed on the Notes executed, authenticated and delivered hereunder, the valid
obligations of the respective Guarantors and (iii) to make this Indenture a
valid agreement of the Company and each of the Guarantors, all in accordance
with their respective terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the Noteholders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Noteholders, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


<PAGE>

         (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

         (2) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with Brazilian GAAP, and except as otherwise
     herein expressly provided, the term "Brazilian GAAP," with respect to any
     computation required or permitted hereunder, shall mean Brazilian GAAP as
     is generally accepted at the date of this Indenture;

         (3) the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision;

         (4) all references in this Indenture, the Notes and the Guarantees to
     interest in respect of any Note shall be deemed to include all Additional
     Amounts, if any, in respect of such Note, unless the context otherwise
     requires, and express mention of the payment of Additional Amounts in any
     provision hereof or thereof shall not be construed, without more, as
     excluding reference to Additional Amounts in those provisions hereof or
     thereof where such express mention is not made; all references in this
     Indenture, the Notes and the Guarantee to principal in respect of any Note
     shall be deemed to include any Redemption Price payable in respect of such
     Note pursuant to any redemption hereunder (and all such references to the
     Stated Maturity of the principal in respect of any Note shall be deemed to
     include the Redemption Date with respect to any such Redemption Price with
     respect to any such Redemption Price), and express mention of the payment
     of any Redemption Price in any provision hereof or thereof shall not be
     construed as excluding reference to any Redemption Price in those
     provisions hereof or thereof where such express reference is not made); and

         (5) all references in this Indenture to "$," "US$," "dollars" or "U.S.
     dollars" shall refer to the lawful currency of the United States of
     America.

         "Act," when used with respect to any Noteholder, has the meaning
specified in Section 1.4 hereof.

         "Additional Amounts" has the meaning specified in Section 8.10 hereof.

         "Affiliate" of any Person means any other Person controlling or
controlled by or under direct or indirect common control with such Person. For
the purposes of this definition, "control," when used with respect to any
Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "Authenticating Agent" has the meaning set for the in Section 5.14
hereof.

         "Base Currency" has the meaning set forth in Section 1.14(b) hereof.

         "Board of Directors" means the board of directors of the Company.



                                        2
<PAGE>

         "Board Resolution" means a duly adopted resolution of the Board of
Directors in full force and effect at the time of determination and certified by
at least two Directors of the Company and delivered to the Trustee.

         "Brazil" means the Federative Republic of Brazil and any ministry,
department, authority (including the Central Bank) or statutory corporation or
other entity (including a trust), owned or controlled directly or indirectly by
the Federative Republic of Brazil or any of the foregoing.

         "Brazilian GAAP" means accounting principles generally accepted in
Brazil from time to time.

         "Business Day" means any day on which banks are open for business and
carrying out transactions in U.S. dollars in London, New York City, Tokyo or the
city in which the Paying Agent to which the Note is surrendered for payment is
located.

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability set forth on a balance sheet of such Person in accordance with
Brazilian GAAP. The stated maturity of such obligation shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. The principal amount of such obligation shall be the capitalized amount
thereof that would appear on the face of a balance sheet of such Person in
accordance with Brazilian GAAP.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including quotas in a Brazilian limited liability
quota company (limitada) or partnership interests, whether general or limited,
of such Person.

         "Cash Flow" for any period means the sum of VPAR's (on a consolidated
basis), CRB's (on a consolidated basis) or VCP's (on a consolidated basis), as
the case may be, net sales, depreciation and dividends from subsidiaries minus
cost of sales and selling, general and administrative expenses, in each case as
determined by reference to VPAR's (on a consolidated basis), CRB's (on a
consolidated basis) or VCP's (on a consolidated basis), as the case may be, most
recent available audited or unaudited (if subject to a limited review by
independent accountants) semiannual or audited annual financial statements
(consolidated in the event such Guarantor produces audited annual consolidated
financial statements) and calculated in accordance with Brazilian GAAP, or the
method most analogous thereto providing for adjustments to account for the
effect of inflation, if any, then recognized under Brazilian law; provided,
however, that in the event that Brazilian GAAP changes with effect after the
date of this Indenture, Cash Flow shall be calculated in accordance with the
Existing Accounting Policies.

         "Central Bank" means the Central Bank of Brazil or any successor
entity.

         "Change of Law" has the meaning specified in Section 9.1 hereof.



                                        3
<PAGE>

         "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme or
its successor.

         "Closing Date" means the date on which the Notes are first
authenticated and delivered under this Indenture.

         "Collateral" means the Intercompany Bonds and the Intercompany
Guarantees and all interest, dividends, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Intercompany Bonds or
Intercompany Guarantees.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by at least two Directors of the Company and
delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, New York, at which at any particular time its corporate
trust business shall be administered, which at the date hereof is located at 4
New York Plaza, 1st Floor, New York, New York, 10004, Attention: Institutional
Trust Services, and such other offices as the Trustee may designate from time to
time.

         "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

         "CRB" means Cimento Rio Branco S.A., a Brazilian corporation, its
successors and assigns.

         "Default" means an event that with the passing of time or the giving of
notice or both shall constitute an Event of Default.

         "Definitive Bearer Note" has the meaning set forth in Section 2.5
hereof.

         "Defaulted Interest" has the meaning specified in Section 2.7 hereof.

         "Depositary" means JPMorgan Chase Bank, London Branch, as common
depositary for Euroclear and Clearstream, Luxembourg, or such other Depositary
with respect to the Notes issuable or issued in whole or in part in the form of
the Note.

         "Director" means a member of the Board of Directors.

         "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable,



                                        4
<PAGE>

pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, on or prior to the final
Stated Maturity of the Notes.

         "Ermirio de Moraes Family" means, at any time, Mr. Antonio Ermirio de
Moraes, Mr. Ermirio Pereira de Moraes, Mrs. Maria Helena de Moraes Scripilliti
and Mr. Jose Ermirio de Moraes Filho, and all of their descendants.

         "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

         "Event of Default" has the meaning specified in Section 5.1 hereof.

         "Existing Accounting Policies" means the present accounting policies
and principles adopted by the Company or the relevant Guarantor, as the case may
be, as at the Closing Date.

         "Government Agency" means a public legal entity or public agency,
created by any competent authority, or any other legal entity now existing or
hereafter created, or now or hereafter owned or controlled, directly or
indirectly, by any such public legal entity or public agency including any
central bank.

         "Group Subsidiary" means any present or future subsidiary (whether or
not majority owned) of any of the Guarantors of which 99% or more of the
outstanding Capital Stock or other ownership interests (other than directors'
qualifying shares) shall at the time be owned, directly or indirectly, by
Hejoassu or members of the Ermirio de Moraes Family.

         "guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Indebtedness of any other Person (the "primary obligor") in
any manner, whether directly or indirectly, and including, without limitation,
any obligation of such Person, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (ii) to purchase property, securities or services for the
purpose of assuring the holder of such Indebtedness of the payment of such
Indebtedness, or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness (and "guaranteed,"
"guaranteeing" and "guarantor" shall have meanings correlative to the
foregoing); provided, however, that the guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business; and provided further that the Incurrence by
a Restricted Subsidiary of the Company of a Lien permitted under Clause (iv) of
the second paragraph of Section 8.13 shall not be deemed to constitute a
guarantee by such Restricted Subsidiary of any Purchase Money Indebtedness of
the Company secured thereby.

         "Guarantee" means the joint, several, unconditional and irrevocable
guarantees by the respective Guarantors of the due and punctual payment of the
principal (and premium, if any) and interest (including any Additional Amounts)
on, the Notes; provided that the liability of each of VCP and CRB under their
respective guarantees will be limited to 50% of the outstanding amount of the
Notes.



                                        5
<PAGE>

         "Guarantor Subsidiary" means any Subsidiary of any Guarantor or of two
or more Guarantors on a collective basis.

         "Guarantors," as of any time, has the meaning specified in the first
paragraph of this Indenture.

         "Hejoassu" means Hejoassu Administracao Ltda., a Brazilian corporation.

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation including by acquisition of Subsidiaries or the recording, as
required pursuant to Brazilian GAAP or otherwise, of any such Indebtedness or
other obligation on the balance sheet of such Person (and "Incurrence,"
"Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that a change in Brazilian GAAP that results in
an obligation of such Person that exists at such time becoming Indebtedness
shall not be deemed an Incurrence of such Indebtedness and that neither the
accrual of interest nor the accretion of original issue discount shall be deemed
an Incurrence of Indebtedness; provided further, however, that the Company or
any Guarantor may elect to treat all or any portion of revolving credit debt
commitment, whether or not then outstanding of the Company, any such Guarantor
or a Subsidiary as being incurred from and after any date beginning the date the
revolving credit commitment is extended to the Company, any such Guarantor or a
Subsidiary, by furnishing notice thereof to the Trustee, and any borrowings or
reborrowings by the Company, any such Guarantor or a Subsidiary under such
commitment up to the amount of such commitment designated by the Company or any
such Guarantor as Incurred shall not be deemed to be new Incurrences of
Indebtedness by the Company, any such Guarantor or such Subsidiary.

         "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including any such obligations Incurred in connection with
the acquisition of property, assets or businesses, (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (iv)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (including securities repurchase agreements but
excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business which are payable on customary trade terms or which are being
contested in good faith), (v) all Receivables Sales of such Person, together
with any obligation of such Person to pay any discount, interest, fees,
indemnities, penalties, recourse, expenses or other amounts in connection
therewith, (vi) all obligations to redeem Disqualified Stock issued by such
Person, (vii) every Net Obligation under Interest Rate and Currency Protection
Agreements of such Person, (viii) every Capital Lease Obligation of such Person,
and (ix) every obligation of the type referred to in Clauses (i) through (viii)
of another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed.

         For purposes of the foregoing definition of Indebtedness, obligations
Outstanding under the Notes shall be deemed to be Indebtedness only to the
following extent:



                                        6
<PAGE>

         (i)   US$125 million shall be deemed to be Indebtedness of VCP; and

         (ii)  US$125 million shall be deemed to be Indebtedness of VPAR,

and to the extent and for so long as any of the Indebtedness Outstanding under
the Notes shall be purchased and held by any of the Guarantors or the Company,
or purchased and cancelled by the Company, the amount of such obligations which
shall be deemed to be Indebtedness of VCP, on the one hand, and VPAR, on the
other, shall be redeemed accordingly on a 50:50 basis.

         The "amount" or "principal amount" of Indebtedness at any time of
determination represented by (a) any Indebtedness issued at a price that is less
than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with Brazilian GAAP, (b)
any Receivables Sale, shall be the amount of the unrecovered capital or
principal investment of the purchaser (other than the Company, any Guarantor or
any Wholly Owned Restricted Subsidiary of the Company or any such Guarantor)
thereof for which the Seller of the Receivables remains obligated, excluding
amounts representative of yield or interest earned on such investment, (c) any
Disqualified Stock, shall be the maximum fixed redemption or repurchase price in
respect thereof, (d) any Capital Lease Obligation, shall be determined in
accordance with the definition thereof, and (e) any Permitted Interest Rate or
Currency Protection Agreement, shall be zero. In no event shall Indebtedness
include any liability for taxes.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Intercompany Bonds" means a US$125,000,000 interest in a
US$150,000,000 8.5% fixed-rate bond due 2005 issued on December 27, 1996 by VCP
(and currently the obligation of VCP Exportadora e Participacoes S.A., as
successor to VCP's obligations under that bond) and guaranteed by VPAR (formerly
S.A. Industrias Votorantim, or SAIV), VCP and CRB and a US$125,000,000 interest
in a US$150,000,000 8.5% fixed-rate bond due 2005 issued on December 27, 1996 by
VPAR (formerly SAIV and currently the obligation of Votorantim Cimentos Ltda.,
as successor to VPAR's obligations under that bond) and guaranteed by VPAR, VCP
and CRB.

         "Intercompany Bond Documents" means the fiscal agency agreements,
placement agreements, guaranty agreements, note purchase agreements, and notes
executed in connection with the Intercompany Bonds and the Intercompany
Guarantees.

         "Intercompany Guarantees" means each of the guarantees of VPAR, CRB and
VCP with respect to the Intercompany Bond issued by VCP (and currently the
obligation of VCP Exportadora e Participacoes S.A., as successor to VCP's
obligation under that bond) and VPAR, VCP and CRB with respect to the
Intercompany Bonds issued by VPAR (formerly S.A. Industrias Votorantim, and
currently the obligation of Votorantim Cimentos Ltda., as successor to VPAR's
obligations under that bond).

         "Interest Payment Date" has the meaning set forth in Section 2.2
hereof.



                                        7
<PAGE>

         "Interest Period" means each period beginning on (and including) the
Issue Date or any Interest Payment Date and ending on (but excluding) the next
Interest Payment Date.

         "Interest Rate or Currency Protection Agreement" of any Person means
any forward contract, futures contract, swap, option, hedge or other financial
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements) relating to, or the value of which is dependent upon,
interest rates or currency exchange rates or indices.

         "Investment" by any Person means any direct or indirect loan, advance
or other extension of credit or capital contribution (by means of transfers of
cash or other property to others or payments for property or services for the
account or use of others, or otherwise) to, or purchase or acquisition of
Capital Stock, bonds, notes, debentures or other securities or evidence of
Indebtedness issued by, any other Person, including any payment on a guarantee
of any obligation of such other Person, but excluding any loan, advance or
extension of credit to an employee of the Company, any of the Guarantors or any
Restricted Subsidiaries in the ordinary course of business, accounts receivables
and other commercially reasonable extensions of trade credit.

         "Issue Date" has the meaning set forth in Section 2.2 hereof.

         "judgment currency" has the meaning set forth in Section 1.14(b)
hereof.

         "Lien" means, with respect to any property, assets, revenues or income,
any mortgage or deed of trust, pledge, hypothecation, assignment, Receivables
Sale, deposit arrangement, security interest, lien, charge, easement (other than
any easement not materially impairing usefulness or marketability), Sale
Leaseback Transaction, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such property, assets, revenues or income (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

         "Manager" means ABN AMRO Bank N.V.

         "Maturity Date" means the date on which the principal of any Note
becomes due and payable as therein or herein provided, whether as designated in
Section 2.2 hereof or by declaration of acceleration, redemption or otherwise.

         "Net Debt" means, at any time, an amount equal to the Indebtedness less
the aggregate amount of all cash, cash equivalents and marketable securities
(valued in accordance with Brazilian GAAP) of any Guarantor and its consolidated
Subsidiaries.

         "Net Obligation" at any date of determination means the net amount,
exclusive of any commissions or administrative fees that a Person would be
obligated to pay upon the termination of an Interest Rate and Currency
Protection Agreement as of such date.

         "New Note" of any particular Note means every Note issued after, and
evidencing all or a portion of the same debt as that evidenced by, such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.6 in exchange for or in



                                        8
<PAGE>

lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Note.

         "Noteholder" means a Person who holds any Note at any given time.

         "Notes" means the notes issued and duly authenticated pursuant to this
Indenture.

         "Obligations" has the meaning set forth in Section 11.1 hereof.

         "Officers' Certificate" means (a) with respect to the Company, a
certificate signed by any two Directors of the Company and (b) with respect to
any Guarantor, a certificate signed by (i) the Chief Executive Officer,
President, Chief Financial Officer or a Vice President and (ii) the Treasurer,
Assistant Treasurer, Secretary or an Assistant Secretary of such Guarantor, as
applicable, and delivered to the Trustee and containing the statements provided
for in Section 4.1 hereof. One of the officers signing an Officers' Certificate
for any such Guarantor given pursuant to Section 4.1 hereof shall be the
principal executive, financial or accounting officer of such entity.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be counsel for the Company or any of the Guarantors, and containing the
statements provided for in Section 1.2 hereof.

         "Outstanding," when used with respect to the Notes, means, as of the
date of determination, all the Notes theretofore authenticated and delivered
under this Indenture (including, as of such date, all the Notes represented by
Notes authenticated and delivered under this Indenture), except the reduced
portion or portions of any Note, as such reduction or reductions shall have been
endorsed on such Note by the Trustee as provided herein and, except:

         (i) The Notes theretofore cancelled by the Trustee or delivered to the
     Trustee for cancellation;

         (ii) The Notes for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as their own Paying Agents) for the
     Noteholders of such Notes; provided that, if such Notes are to be
     repurchased, notice of such repurchase has been duly given pursuant to this
     Indenture; and

         (iii) Notes which have been issued pursuant to Section 2.7 or in
     exchange for or in lieu of which other Notes have been authenticated and
     delivered pursuant to this Indenture, other than any such Notes in respect
     of which there shall have been presented to the Trustee proof satisfactory
     to it that such Notes are held by a bona fide purchaser in whose hands such
     Notes are valid obligations of the Company;

provided, however, that in determining whether the Noteholders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to



                                        9
<PAGE>

be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee knows to be so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Notes and that
the pledgee is not the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Notes on behalf of the
Company. The Company has initially appointed JPMorgan Chase Bank, London Branch,
and J.P. Morgan Chase Bank Luxembourg, S.A. to act as Paying Agents.

         "Payment Date" has the meaning set forth in Section 2.12 hereof.

         "Permanent Global Note" has the meaning set forth in Section 2.5
hereof.

         "Permitted Interest Rate or Currency Protection Agreement" of any
Person means any Interest Rate or Currency Protection Agreement entered into in
the ordinary course of business and not for purposes of speculation with one or
more financial institutions that is designed to protect such Person against or
relating to (i) fluctuations in interest rates, currency exchange rates or
interest rate indices or (ii) fluctuations in foreign currency exchange rates or
commodity prices with respect to Indebtedness Incurred.

         "Person" means any individual, corporation, partnership, joint venture,
association, trust, unincorporated organization, government or agency or
political subdivision thereof or any other entity.

         "Predecessor Note" of any particular Note means every previous Note
issued before and evidencing all or a portion of the same debt as that evidenced
by, such particular Note and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

         "Principal Paying Agent" means J.P. Morgan Trust Bank Ltd. or any
successor in its capacity as Principal Paying Agent.

         "rates of exchange" has the meaning set forth in Section 1.14(b)(iv)
hereof.

         "Rate of Interest" has the meaning set forth in Section 2.2 hereof.

         "Receivables" means receivables, chattel paper, instruments, documents
or intangibles evidencing or relating to the right to payment of money in
respect of the sale of goods or services.

         "Receivables Sale" of any Person means any sale of Receivables of such
Person (pursuant to a purchase facility or otherwise), other than in connection
with a disposition of the



                                       10
<PAGE>

business operations of such Person relating thereto or a disposition of
defaulted Receivables for purpose of collection and not as a financing
arrangement.

         "Redemption Date" when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to Article IX hereof.

         "Redemption Price" when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to Article IX hereof.

         "refinancing" has the meaning set forth in Section 8.12 hereof.

         "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "Related Party" means any Affiliate of the Ermirio de Moraes Family.

         "Responsible Officer" means the chairman or any vice-chairman of the
board of directors, the chairman or any vice-chairman of the executive committee
of the board of directors, the chairman of the trust committee, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Restricted Subsidiary" of the Company or any Guarantor means any
present or future Subsidiary of the Company or the Guarantors other than (i)
Votorantim Financas S.A., Banco Votorantim S.A., Votorantim Bank Limited or BV
Financeira, Credito, Financiamento e Investimento S.A., and (ii) any direct or
indirect subsidiary of Votorantim Financas S.A. which is principally engaged in
the financial services business and related activities.

         "Sale Leaseback Transaction" means any arrangement, direct or indirect,
with any Person whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

         "Secured Obligations" means the unpaid principal (and premium, if any)
of and interest (including any Additional Amounts) on the Notes (including,
without limitation, interest accruing after the maturity of the Notes and
interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding); all the obligations of the Company to the
Noteholders pursuant to this Indenture and all other obligations and liabilities
of the Company to the Noteholders whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Notes, the Subscription
Agreement or this Indenture, as the case may be, and any other document made,
delivered or given in connection



                                       11
<PAGE>

therewith or herewith, and each other obligation and liability, whether direct
or indirect, absolute or contingent, due or to become due, or now existing, or
hereafter incurred, of the Company to the Trustee whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel
to the Manager and the Trustee) or otherwise.

         "Securities Act" means the United States Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

         "Securitization Transaction" means a transaction in which a Guarantor
or a Subsidiary thereof sells or transfers an interest in Receivables (and/or
any rights arising under the documentation governing or relating to such
Receivables covered by such transaction, any proceeds of Receivables and any
lockboxes or accounts in which such proceeds are deposited and any related
assets) to a special purpose entity that issues securities payable from
collections of such Receivables or other assets.

         "Senior Officer" means the chief executive officer, president or chief
financial officer of the relevant entity.

         "Stated Maturity," when used with respect to any Note or any
installment of interest thereon, means the Redemption Date, the Maturity Date or
any Interest Payment Date, as the case may be, on which the principal of such
Note or such installment of interest, as the case may be, is due and payable.

         "Subscription Agreement" means the subscription agreement, dated as of
July 10, 2003 between the Company, the Guarantors and the Manager, as such
agreement may be amended from time to time.

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (ii) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.

         "Taxes" has the meaning set forth in Section 8.10 hereof.

         "Temporary Global Note" has the meaning set forth in Section 2.5
hereof.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

         "Uniform Commercial Code" means the Uniform Commercial Code as in
effect from time to time in the State of New York.



                                       12
<PAGE>

         "U.S. Dollar Equivalent" means, with respect to any monetary amount in
a currency other than the U.S. dollar, at any time for the determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S. dollars with the applicable foreign currency as quoted by Reuters at
approximately 11:00 a.m. (New York time) on the date not more than two business
days prior to such determination.

         "Vice President," when used with respect to the Guarantors, means any
vice president, whether or not designated by a number or a word or words added
before or after the title "vice president."

         "VCP" means Votorantim Celulose e Papel S.A., a Brazilian corporation,
its successors and assigns.

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

         "Votorantim Group" means the group of related companies commonly known
as the "Votorantim Group" comprised of the Subsidiaries of Hejoassu as of the
date hereof.

         "VPAR" means Votorantim Participacoes S.A., a Brazilian corporation,
its successors and assigns.

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person of which at least 99% or more of the outstanding
Capital Stock or other ownership interests (other than directors' qualifying
shares) shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

         SECTION 1.2 Compliance Certificates and Opinions. Upon any application
or request by the Company or any of the Guarantors to the Trustee to take any
action under any provision of this Indenture, the Company or any of the
Guarantors shall furnish to the Trustee such certificates and opinions as may be
required under this Indenture. Each such certificate or opinion, and any
certificate evidencing a determination required to be made by the Company or any
of the Guarantors under this Indenture, shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company or any of the
Guarantors, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements set forth in this Indenture.

         Every certificate or opinion with respect to compliance by or on behalf
of the Company or any of the Guarantors with a condition or covenant provided
for in this Indenture shall include:

         (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;



                                       13
<PAGE>

         (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

         SECTION 1.3 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate of an officer of the Company or any of the Guarantors
may be based, insofar as it relates to legal matters, upon an Opinion of Counsel
submitted therewith, unless such officer knows, or in the exercise of reasonable
care should know, that the opinion with respect to the matters upon which his
certificate is based is erroneous. Any Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate of an officer or officers
of the Company or any of the Guarantors submitted therewith stating the
information on which counsel is relying, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate with respect to
such matters is erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.4 Acts of Noteholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by the Noteholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Noteholders in
person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Noteholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 5.1
hereof) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 1.4.

         The fact and date of the execution by any Person of any such instrument
or writing pursuant to this Section 1.4 may be proved by the affidavit of a
witness of such execution



                                       14
<PAGE>

or by a certificate of a notary public or other officer authorized by law to
take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         Any Noteholder shall (except as otherwise required by law) be treated
as absolute owner of the Note(s) which it holds for all purposes (whether or not
it is overdue and regardless of any notice of ownership, trust or any other
interest therein, any writing thereon or any notice of previous loss or theft
thereof) and no person will be liable for so treating such Noteholder.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of any Noteholder shall bind every future Noteholder of the same
Note and the Noteholder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Note.

         Without limiting the foregoing, a Noteholder entitled hereunder to take
any action hereunder with regard to any particular Note may do so with regard to
all or any part of the principal amount of such Note or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

         SECTION 1.5 Notices, Etc., to Trustee, Company and Guarantors. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

         (1) the Trustee by any Noteholder or by the Company or any of the
     Guarantors shall be sufficient for every purpose hereunder if made, given,
     furnished or filed, in writing, to or with the Trustee at 4 New York Plaza,
     1st Floor, New York, New York 10004, Attention: Institutional Trust
     Services, and such other offices as the Trustee may designate from time to
     time;

         (2) the Company by the Trustee or by any Noteholder shall be sufficient
     for every purpose hereunder (except as otherwise expressly provided herein)
     if in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at Walkers SPV Limited, Walker House, Mary Street, PO Box
     908GT, George Town, Grand Cayman, Cayman Islands, or at any other address
     previously furnished in writing to the Trustee by the Company;

         (3) any of VPAR or CRB by the Trustee or by any Noteholder shall be
     sufficient for every purpose hereunder (except as otherwise expressly
     provided herein) if in writing and mailed, first-class postage prepaid, to
     any of such Guarantor addressed to VPAR or CRB, as the case may be, in care
     of Votorantim Participacoes S.A., Rua



                                       15
<PAGE>

     Amauri, 286, 01448-900 Sao Paulo, Brazil, Attention: Financial Director, or
     to any other address previously furnished in writing to the Trustee by such
     Guarantor; or

         (4) VCP by the Trustee or by any Noteholder shall be sufficient for
     every purpose hereunder (except as otherwise expressly provided herein) if
     in writing and mailed, first class postage prepaid, to any of such
     Guarantors addressed to VCP at Alameda Santos, 1357, 6(degree) andar,
     01470-900 Sao Paulo, Brazil, Attention: Financial Director, or to any other
     address previously furnished in writing to the Trustee by VCP.

         SECTION 1.6 Notice to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if published in
(i) a leading English language daily newspaper published in London (which is
expected to the Financial Times) and, (ii) for so long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of that Exchange so require, a
leading newspaper having general circulation in Luxembourg (which is expected to
be the Luxemburger Wort) or in either case, if such publication is not
practicable, in a leading English language daily newspaper having general
circulation in Europe. Any such notice shall be deemed to have been given on the
date of the first publication (or if required to be published in more than one
newspaper, on the first date on which publication shall have been made in all
the required newspapers). Such notices shall be deemed to be given on the date
of such publication or, if published more than once, on the date of the first
such publication. If a notice is published at the discretion of the Trustee, the
notice shall conform to the rules of the Luxembourg Stock Exchange. If
publication is not practicable in any newspaper in accordance with this Section
1.5, notice will be given in such other manner, and shall be deemed to have been
given on such date, as the Trustee may, in its sole discretion, determine.

         Except for the requirement under clause (ii) above, so long as the
Notes are represented by a Temporary Global Note or a Permanent Global Note,
notices to the Noteholders may be given by delivery of the relevant notice to
Euroclear and/or Clearstream, Luxembourg for the communication by them to
entitled Accountholders in substitution for publications required pursuant to
this Section 1.5.

         SECTION 1.7 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.8 Successors and Assigns. All covenants and agreements in
this Indenture by the Company or each of the Guarantors shall bind their
successors and assigns, whether so expressed or not.

         SECTION 1.9 Severability Clause. In case any provision in this
Indenture or in the Notes or in the Guarantee shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of each of the Notes or the Guarantees shall not in any way be
affected or impaired thereby.

         SECTION 1.10 Benefits of Indenture. Nothing in this Indenture or in the
Notes or Guarantee, express or implied, shall give to any Person, other than the
parties hereto



                                       16
<PAGE>

and their successors hereunder and the Noteholders, any benefit or any legal or
equitable right, remedy or claim under this Indenture, the Notes or the
Guarantee.

         SECTION 1.11 Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE
PURPOSES OF PARAGRAPH 2 OF ARTICLE 9 OF DECREE-LAW NO. 4,657 OF SEPTEMBER 4,
1942, THE COMPANY IS THE PROPONENT OF THE TRANSACTION CONTEMPLATED BY THIS
INDENTURE.

         SECTION 1.12 Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Maturity Date of any Note shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Notes or
the Guarantee) payment of interest or principal (and premium, if any) need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date, Redemption
Date or at the Maturity Date, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Maturity
Date, as the case may be.

         SECTION 1.13 Submission to Jurisdiction; Agent for Service; Waiver of
Immunities. (a) The Company and each of the Guarantors agree that any suit,
action or proceeding against any of them brought by any Noteholder or the
Trustee arising out of or based upon this Indenture, the Notes or the Guarantee
may be instituted in any state or Federal court in the Borough of Manhattan in
The City of New York, New York, and waive any objection which each of them may
now or hereafter have to the laying of venue of any such proceeding, and
irrevocably submit to the non-exclusive jurisdiction of such courts in any suit,
action or proceeding.

         (b) By the execution and delivery of this Indenture or any amendment or
supplement hereto, each of the Company and each of the Guarantors (i)
acknowledges that it has, by separate written instrument, designated and
appointed CT Corporation System, currently located at 111 Eighth Avenue, New
York, New York 10011, as its authorized agent upon which process may be served
in any suit, action or proceeding with respect to, arising out of, or relating
to, the Notes, this Indenture or the Guarantee, that may be instituted in any
Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that CT Corporation System has accepted
such designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding, and (iii) agrees that service of process upon CT
Corporation System shall be deemed in every respect effective service of process
upon the Company or such Guarantor, as the case may be, in any such suit, action
or proceeding. The Company and each of the Guarantors further agree to take any
and all action, including the execution and filing of any and all such documents
and instruments as may be necessary to continue such designation and appointment
of CT Corporation System in full force and effect so long as this Indenture
shall be in full force and effect; provided that the Company and each of the
Guarantors may and shall (to the extent CT Corporation System ceases to be able
to be served on the basis contemplated herein), by written notice to the
Trustee, designate such additional or alternative agents for service of process
under



                                       17
<PAGE>

this Section 1.13 that (i) maintains an office located in the Borough of
Manhattan, The City of New York in the State of New York, (ii) are either (x)
counsel for the Company and each of the Guarantors or (y) a corporate service
company which acts as agent for service of process for other Persons in the
ordinary course of its business and (iii) agrees to act as agent for service of
process in accordance with this Section 1.13. Such notice shall identify the
name of such agent for process and the address of such agent for process in the
Borough of Manhattan, The City of New York, State of New York. Upon the request
of any Noteholder, the Trustee shall deliver such information to such
Noteholder. Notwithstanding the foregoing, there shall, at all times, be at
least one agent for service of process for the Company and the Guarantors
appointed and acting in accordance with this Section 1.13.

         (c) To the extent that the Company or any of the Guarantors has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, the Company and each of the Guarantors hereby irrevocably waive
such immunity in respect of their obligations under this Indenture, the Notes
and the Guarantee, to the extent permitted by law.

         SECTION 1.14 Currency of Account; Conversion of Currency; Foreign
Exchange Restrictions. (a) U.S. dollars are the sole currency of account and
payment for all sums payable by the Company and the Guarantors under or in
connection with the Notes, the Guarantee or this Indenture, including damages.
Any amount received or recovered in a currency other than U.S. dollars (whether
as a result of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding-up or dissolution of the Company and the Guarantors
or otherwise) by any Noteholder of the Notes in respect of any sum expressed to
be due to it from the Company and the Guarantors shall only constitute a
discharge to the Company and the Guarantors to the extent of the U.S. dollar
amount which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery (or, if
it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so). If that U.S. dollar amount is less than the
U.S. dollar amount expressed to be due to the recipient under the Notes, the
Company and the Guarantors shall, jointly and severally, indemnify it against
any loss sustained by it as a result as set forth in Section 1.14(b). In any
event, the Company and each of the Guarantors shall, jointly and severally,
indemnify the recipient against the cost of making any such purchase; provided
that the liability of each of VCP and CRB under this Section 1.14 will be
limited to 50% of the total amount of such indemnification. For the purposes of
this Section 1.14, it will be sufficient for the Noteholder to certify in a
satisfactory manner (indicating sources of information used) that it would have
suffered a loss had an actual purchase of U.S. dollars has been made with the
amount so received in that other currency on the date of receipt or recovery
(or, if a purchase of U.S. dollars on such date had not been practicable, on the
first date on which it would have been practicable, it being required that the
need for a change of date be certified in the manner mentioned above). The
indemnities set forth in this Section 1.14 constitute separate and independent
obligations from other obligations of the Company and the Guarantors, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by any Noteholder of the Notes and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under the Notes.



                                       18
<PAGE>

         (b) The Company and the Guarantors covenant and agree that the
following provisions shall apply to conversion of currency in the case of the
Notes, the Guarantee and this Indenture:

         (i) (A) If for the purpose of obtaining judgment in, or enforcing the
     judgment of, any court in any country, it becomes necessary to convert into
     a currency (the "judgment currency") an amount due in any other currency
     (the "Base Currency"), then the conversion shall be made at the rate of
     exchange prevailing on the Business Day before the day on which the
     judgment is given or the order of enforcement is made, as the case may be
     (unless a court shall otherwise determine).

         (B) If there is change in the rate of exchange prevailing between the
     Business Day before the day on which the judgment is given or an order of
     enforcement is made, as the case may be (or such other date as a court
     shall determine), and the date of receipt of the amount due, the Company or
     the relevant Guarantor, as the case may be, will pay such additional (or,
     as the case may be, such lesser) amount, if any, as may be necessary so
     that the amount paid in the judgment currency when converted at the rate of
     exchange prevailing on the date of receipt will produce the amount in the
     Base Currency originally due.

         (ii) In the event of the winding-up of the Company or any of the
     Guarantors at any time while any amount or damages owing under the Notes,
     the Guarantee and this Indenture, or any judgment or order rendered in
     respect thereof shall remain outstanding, the Company or the relevant
     Guarantor, as the case may be, shall indemnify and hold the Noteholders and
     the Trustee harmless against any deficiency arising or resulting from any
     variation in rates of exchange between (1) the date as of which the U.S.
     Dollar Equivalent of the amount due or contingently due under the Notes,
     the Guarantee or this Indenture (other than under this Subsection (b)(ii))
     is calculated for the purposes of such winding-up and (2) the final date
     for the filing of proofs of claim in such winding-up. For the purpose of
     this Subsection (b)(ii), the final date for the filing of proofs of claim
     in the winding-up of the Company or the relevant Guarantor, as the case may
     be, shall be the date fixed by the liquidator or otherwise in accordance
     with the relevant provisions of applicable law as being the latest
     practicable date as at which liabilities of the Company or the relevant
     Guarantor, as the case may be, may be ascertained for such winding-up prior
     to payment by the liquidator or otherwise in respect thereto.

         (iii) The obligations contained in Subsections (a), (b)(i)(B) and
     (b)(ii) of this Section 1.14 shall constitute separate and independent
     obligations from the other obligations of the Company and the Guarantors
     under the terms of this Indenture, shall give rise to separate and
     independent causes of action against the Company or the Guarantors, shall
     apply irrespective of any waiver or extension granted by any Noteholder or
     the Trustee or either of them from time to time and shall continue in full
     force and effect notwithstanding any judgment or order or the filing of any
     proof of claim in the winding-up of the Company or any of the Guarantors
     for a liquidated sum in respect of amounts due hereunder (other than under
     Subsection (b)(ii) above) or under any such judgment or order. Any such
     deficiency as aforesaid shall be deemed to constitute a loss suffered by
     the Noteholders or the Trustee, as the case may be, and no



                                       19
<PAGE>

     proof or evidence of any actual loss shall be required by the Company or
     the relevant Guarantor or the liquidator or otherwise or any of them. In
     the case of Subsection (b)(ii) above, the amount of such deficiency shall
     not be deemed to be reduced by any variation in rates of exchange occurring
     between the said final date and the date of any liquidating distribution.

         (iv) The term "rate(s) of exchange" shall mean the rate of exchange
     quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the
     Base Currency with the judgment currency other than the Base Currency
     referred to in Subsections (b)(i) and (b)(ii) above and includes any
     premiums and costs of exchange payable.

         (c) In the event that on any Interest Payment Date, the Maturity Date
     or Redemption Date, as the case may be, in respect of the Notes or the
     Guarantee, any restrictions or prohibition of access to the Brazilian
     foreign exchange market exists, the Guarantors agree to pay all amounts
     payable under the Notes and the Guarantee in the currency of the Notes by
     means of any legal procedure existing in Brazil (except commencing legal
     proceedings against the Central Bank of Brazil), on any due date for
     payment under the Notes, for the purchase of the currency of such Notes.
     All costs and taxes payable in connection with the procedures referred to
     in this Section 1.14 shall be borne by the Company and the Guarantors.

         SECTION 1.15 Counterparts. This Indenture may be executed in any number
of counterparts (including facsimile), each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page by telecopier shall be
as effective as delivery of a manually executed counterpart thereof.

                                   ARTICLE II

                                    THE NOTES

         SECTION 2.1 Forms Generally. The Notes, the Trustee's certificates of
authentication thereof and the Guarantee endorsed thereon shall be in
substantially the forms of Exhibits A and B hereto, with such appropriate
legends, insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes or
Guarantee, as the case may be, as evidenced by their execution of the Notes.

         The Notes and the Guarantee to be endorsed thereon shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner all as determined
by the officers executing such Notes, as evidenced by their execution of such
notes or Guarantee, as the case may be.

         SECTION 2.2 Title and Terms. The aggregate principal amount of Notes
which may be authenticated and delivered under this Indenture is limited to
$250,000,000 except



                                       20
<PAGE>

for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6, 2.7 or
7.5 hereof.

         The Notes shall be known and designated as the "5.75% Notes due 2005"
of the Company. The Maturity Date of the Notes shall be June 28, 2005. The Notes
shall bear interest at the rate of 5.75% per annum on the outstanding principal
amount thereof (the "Rate of Interest"), from July 28, 2003 (the "Issue Date")
payable semiannually in arrears on June 28 and December 28 (each, an "Interest
Payment Date"), commencing December 28, 2003.

         In the case of a default in payment of principal and premium, if any,
upon acceleration or redemption, interest shall be payable pursuant to the
preceding paragraph on such overdue principal (and premium, if any), such
interest shall be payable on demand and, if not so paid on demand, such interest
shall itself bear interest at the rate of 1% per annum (to the extent that the
payment of such interest shall be legally enforceable), and shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest on unpaid interest shall also
be payable on demand.

         The principal of and premium, if any, and interest on the Notes shall
be payable against presentation (and in the case of payment of principal in full
with all interest accrued thereon) surrender of the Notes at the offices of any
Paying Agent. On each occasion on which a payment of principal, interest and/or
redemption amount is made in respect of any Note, the Paying Agent shall note
the same in the Schedule I to such Note.

         The Notes shall be redeemable or repurchasable as provided in Article
IX hereof.

         The Notes shall not have the benefit of any sinking fund obligations.

         The Notes shall be subject to defeasance at the option of the Company
as provided in Article X hereof.

         Unless the context otherwise requires, the Notes shall constitute one
series for all purposes under this Indenture, including, without limitation,
amendments, waivers or redemptions.

         SECTION 2.3 Denominations. The Notes are issuable only in bearer form,
without coupons, in minimum denominations of US$1,000 and any integral multiples
thereof.

         SECTION 2.4 Execution, Authentication, Delivery and Dating. The Notes
shall be executed on behalf of the Company by an authorized signatory or
authorized signatories of the Company. The signature on the Notes may be manual
or facsimile.

         Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company and having
endorsed (by



                                       21
<PAGE>

attachment or imprint) thereon the Guarantee executed as provided in Section
11.2 hereof by the Guarantors, to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Notes; and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Notes as in this Indenture provided and not otherwise.

         Each Note shall be dated the date of its authentication.

         No Note or Guarantee shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Note a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder and that each Guarantee referred
to therein has been duly executed and delivered hereunder.

         SECTION 2.5 Transfer and Exchange of Notes. (a) Form of the Notes. Each
Note will be initially represented by a temporary global note in bearer form
without interest coupons (a "Temporary Global Note") substantially in the form
of Exhibit A hereto, which will be deposited on or about the date of the
issuance of the Notes with JPMorgan Chase Bank, London branch, as common
depositary for Euroclear and Clearstream, Luxembourg. Interests in the Temporary
Global Note will be exchangeable at any time, in whole or in part, for interests
in a permanent global note, without interest coupons (the "Permanent Global
Note") substantially in the form of Exhibit B hereto, on or after the date that
is 40 days after the date of issuance of the Temporary Global Note and upon the
certification as to non-U.S. beneficial ownership thereof in the form of
Schedule II to the Exhibit A hereto. Interests in the Permanent Global Note may
be exchanged in whole or in part (free of charge to the holder) for definitive
notes in bearer form (the "Definitive Bearer Note") in the event Euroclear
and/or Clearstream, Luxembourg is closed for business for a continuous period of
14 days (other than by reason of holidays, statutory or other similar reasons)
or announces an intention permanently to cease business or does in fact do so by
such holder giving notice to a Paying Agent and by surrender of the Permanent
Global Note by such holder to or to the order of a Paying Agent on such date.

         (b) Transfer or Exchange of Notes. Title to the Notes will pass by
delivery of the relevant Note. Subject to the terms of this Indenture,
Noteholders may exchange their interests in the Temporary Global Note for
interests in the Permanent Global Note after the date which is 40 days after the
Issue Date, without charge. The Trustee shall procure that the appropriate entry
on Schedule I to the Permanent Global Note to reflect such transfer or exchange.
Beneficial interests in the Note shall be held only through Euroclear and
Clearstream, Luxembourg.

         (c) Successive Transfers and Exchanges. Successive transfers and
exchanges of Notes may be made from time to time as desired. Upon surrender of
or transfer of any Note, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denominations and of a
like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.



                                       22
<PAGE>

         At the option of the Noteholder, Notes may be exchanged for other
Notes, of any authorized denomination or denominations and of a like aggregate
principal amount, containing identical terms and provisions, upon surrender of
the Notes to be exchanged at the Corporate Trust Office of the Trustee or to the
order of the Trustee. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Noteholder making the exchange is entitled to receive.

         (d) New Notes. Each Note authenticated and delivered upon any transfer
or exchange for or in lieu of the whole or any part of any Note shall carry all
the rights, if any, to interest accrued and unpaid and to accrue which were
carried by the whole or such part of such Note. Each New Note shall be so dated,
so that neither gain nor loss of interest shall result from such transfer or
exchange.

         SECTION 2.6 Mutilated, Destroyed, Lost and Stolen Notes. If any
mutilated or defaced Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate (or caused to be authenticated) and
deliver in exchange therefor a New Note of like tenor and principal amount,
having endorsed thereon the Guarantee executed by the Guarantors and bearing a
number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Note and (ii)
such security or indemnity as may be required by them to save each of them, the
Guarantors and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Note, a New Note of like
tenor and principal amount, having endorsed thereon the Guarantee executed by
the Guarantors and bearing a number not contemporaneously outstanding.

         In case any such mutilated, defaced, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company may in its discretion,
instead of issuing a new Note, pay such Note.

         Upon the issuance of any New Note under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Paying Agent(s)) connected
therewith.

         Every New Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note, and each Guarantee endorsed thereon, shall
constitute an original additional contractual obligation of the Company and each
of the Guarantors, respectively, whether or not the destroyed, lost or stolen
Note shall be at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Notes and Guarantee, respectively duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.



                                       23
<PAGE>

         SECTION 2.7 Payment of Interest; Interest Rights Preserved. Interest on
any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person who holds the Note on the
Interest Payment Date, the Redemption Date or the Maturity Date, as the case may
be.

         Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall (a) bear interest at the rate per annum stated in the form of
Note included herein (to the extent that the payment of such interest shall be
legally enforceable), and (b) forthwith cease to be payable to the Noteholder on
the relevant Interest Payment Date by virtue of having been such Noteholder, and
such Defaulted Interest may be paid by the Company in any lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by
the Trustee.

         Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture in exchange for or in lieu of any other Note
shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.

         SECTION 2.8 Persons Deemed Owners. The bearer of a Note shall be
considered a Noteholder which, for so long as the Temporary Global Note or the
Permanent Global Note is held by a depositary or a common depositary for
Euroclear and/or Clearstream, Luxembourg, will be that depositary or common
depositary.

         Each of the persons shown in the records of Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system as being
entitled to an interest in a Note (each, an "Accountholder") must look solely to
Euroclear and/or Clearstream, Luxembourg and/or such other relevant clearing
system (as the case may be) for such Accountholder's share of each payment made
by the Company to the bearer of such Note and in relation to all other rights
arising under the Note. The extent to which, and the manner in which,
Accountholders may exercise any rights arising under the Note will be determined
by the respective rules and procedures of Euroclear and Clearstream, Luxembourg
and any other relevant clearing system from time to time. For so long as the
notes are represented by the Temporary Global Note or the Permanent Global Note,
Accountholders shall have no claim directly against the Company in respect of
payments due under the Notes and such obligations of the Company will be
discharged by payment to the holder of the Temporary Global Note or the
Permanent Global Note, as the case may be.

         SECTION 2.9 Cancellation. Except as provided for in Sections 9.2 and
9.3 hereof, Notes surrendered for payment, redemption or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee



                                       24
<PAGE>

shall be disposed of in accordance with its standard procedures or as directed
by a Company Order; provided, however, that the Trustee shall not be required to
destroy such Notes.

         SECTION 2.10 Computation of Interest. Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months and, in the case
of an incomplete month, on a pro rata basis based on a 30-day month; provided,
however, that Defaulted Interest shall be computed on the basis of a 365 or
366-day year, as the case may be, and the number of days actually elapsed.

         SECTION 2.11 ISIN and Common Code Numbers. The Company shall in issuing
the Notes use the ISIN and Common Code numbers, and the Trustee shall use the
applicable ISIN and Common Code numbers in notices of redemption or exchange as
a convenience to the Noteholders; provided that any such notice may state that
no representation is made as to the accuracy or correctness of the ISIN and
Common Code numbers or numbers printed in the notice or on the certificates
representing the Notes and that reliance may be placed only on the other
identification numbers printed on the certificates representing the Notes.

         SECTION 2.12 Paying Agents; Discharge of Payment Obligations; Indemnity
of Noteholders. (a) The Company may from time to time appoint one or more Paying
Agents under this Indenture and the Notes. By its execution and delivery of this
Indenture, the Company hereby initially designates and appoints J.P. Morgan
Trust Bank, Ltd. as Principal Paying Agent and JPMorgan Chase Bank, London
Branch and J.P. Morgan Bank Luxembourg S.A. as Paying Agents. Subject to Section
8.3, the Company may act as Paying Agent. The Company agrees that so long as any
of the Notes are Outstanding, it will maintain a Paying Agent in a Western
European city for payments on the Notes (which will be Luxembourg so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such Exchange
so require).

         (b) Unless the Company shall be acting as Paying Agent as provided in
Section 9.3, the Company shall, by 10:00 a.m. Tokyo time, no later than one
Business Day prior to each Interest Payment Date, Redemption Date or Maturity
Date, as the case may be, on any Note (whether on maturity, redemption or
otherwise) (each, a "Payment Date"), deposit with the Principal Paying Agent in
Tokyo in immediately available funds a sum sufficient to pay such principal, any
premium, and interest when so becoming due (including any Additional Amounts).
The Company shall request that the bank through which such payment is to be made
agree to supply to the Principal Paying Agent in Tokyo by 10:00 a.m. (Tokyo
time) two Business Days prior to the due date for any such payment an
irrevocable confirmation (by tested telex or authenticated SWIFT MT 100 Message)
of its intention to make such payment. The Principal Paying Agent shall arrange
with all other Paying Agents for the payment, from funds furnished by the
Company or the Guarantors to the Trustee pursuant to this Indenture, of the
principal, and premium, if any, and interest (including Additional Amounts, if
any) on the Notes and of the compensation of such Paying Agents for their
services as such. All Paying Agents will hold in trust, for the benefit of
Noteholders or the Trustee, all money held by such Paying Agent for the payment
of principal, or premium if any, of or interest on the Notes and shall notify
the Trustee of any default by the Company in making any such payment. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by it. Upon complying with
this Section 2.12 and the applicable provisions of Section 8.3, the Paying
Agents shall have no further liability for the money delivered to the Trustee.



                                       25
<PAGE>

         (c) Any payment to be made in respect of the Notes or the Guarantee by
the Company or the Guarantors, as the case may be, to or to the order of the
Principal Paying Agent shall be in satisfaction pro tanto of the obligations of
the Company under the Notes. The Company and the Guarantors shall indemnify the
Noteholders against any failure on the part of any Paying Agent to pay any sum
due in respect of the Notes and shall pay such sum to the Trustee on demand;
provided that the liability of each of VCP and CRB under this Section 1.14 will
be limited to 50% of the total amount of such indemnification. This indemnity
constitutes a separate and independent obligation from the other obligations of
the Company under the Notes and the Guarantors under the Guarantee, shall give
rise to a separate and independent cause of action, will apply irrespective of
any waiver granted by the Trustee and/or any Noteholder and shall continue in
full force and effect despite any judgment, order, claim, or proof for a
liquidated amount in respect of any sum due under this Indenture, the Notes or
any judgment or order.

         (d) Notwithstanding the fact that the Paying Agent is not obligated to
make any such payment, if the Paying Agent pays out any amount due under the
terms of the Notes on or after the due date therefor on the assumption that the
corresponding payment for such amount has been or will be made by the Company
and such payment has in fact not been so made by the Company prior to the time
that the Paying Agent makes such payment, then the Company shall on demand
reimburse the Paying Agent for the relevant amount, and pay interest to the
Paying Agent on such amount from the date on which it is paid out to the date of
reimbursement at a rate per annum equal to the cost of the Paying Agent of
funding the amount paid out, as certified by the Paying Agent and expressed as a
rate per annum. The Company shall agree to indemnify the Principal Paying Agent
and any Paying Agent for any loss, liability, damage or expense incurred by it,
except to the extent such loss, liability, damage or expense is due to
negligence or bad faith of such Principal Paying Agent or Paying Agent, arising
out or in connection with the acceptance or the performance of its duties under
this Indenture.

                                  ARTICLE III

                           SATISFACTION AND DISCHARGE

         SECTION 3.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect as to all Outstanding Notes (except as to
(i) the Company's right of optional redemption, (ii) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders
to receive payment of principal of and premium, if any, and interest (including
Additional Amounts, if any) on, the Notes, (iv) rights, obligations and
immunities of the Trustee under this Indenture and (v) rights of the Noteholders
as beneficiaries of this Indenture with respect to any property deposited with
the Trustee payable to all or any of them), and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:

         (1) either:

             (A) the Company, or any of the Guarantors, will have paid or caused
         to be paid the principal of and premium, if any, and interest
         (including Additional



                                       26
<PAGE>

         Amounts, if any) on the Notes as and when the same will have become due
         and payable; or

             (B) all Outstanding Notes (except lost, stolen or destroyed Notes
         which have been replaced or paid) have been delivered to the Trustee
         for cancellation;

         and the Company, in the case of (A) above, has deposited or caused to
         be deposited with the Trustee as trust funds in trust for the purpose
         an amount sufficient to pay and discharge the entire indebtedness on
         such Notes not theretofore delivered to the Trustee for cancellation,
         for principal of and premium, if any, and interest to the date of such
         deposit (in the case of Notes which have become due and payable) or to
         the Stated Maturity or Redemption Date, as the case may be;

             (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company and the Guarantors;

             (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with; and

             (4) the Trustee shall have received such other documents and
         assurances as the Trustee shall have reasonably requested.

         Notwithstanding the satisfaction and discharge of this Indenture, (i)
the obligations of the Company to the Trustee under Section 5.7 hereof, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes,
(iii) rights of Noteholders of Notes to receive payment of principal of and
premium, if any, and interest (including Additional Amounts, if any) on the
Notes, (iv) rights, obligations and immunities of the Trustee under this
Indenture (including, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 3.2 hereof and the last paragraph of Section 8.3 hereof),
and (v) rights of Noteholders as beneficiaries of this Indenture with respect to
any property deposited with the Trustee payable to all or any of them, shall
survive.

         SECTION 3.2 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 8.3 hereof, all money deposited with the Trustee
pursuant to Section 3.1 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee.



                                       27
<PAGE>

                                   ARTICLE IV

                                    REMEDIES

         SECTION 4.1 Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) failure to pay any amount of principal of (or premium, if any,) any
     Note when due;

         (b) failure to pay any interest on any Note when due and such failure
     shall continue for a period of ten days;

         (c) failure to perform or comply with the provisions of Section 6.1
     hereof; provided that if such merger, consolidation or sale of assets is
     with or into a Group Subsidiary, and if such failure is capable of remedy,
     such failure remains unremedied for 30 days after the Trustee has given
     written notice thereof to the Company and any of the Guarantors;

         (d) failure to perform any covenant or agreement of the Company or any
     of the Guarantors under this Indenture or the Notes and such failure is
     incapable of remedy, or, if such failure which is capable of remedy,
     remains unremedied for 30 days after the Trustee has given written notice
     thereof to the Company or any of the Guarantors, as applicable;

         (e) failure to pay when due or, as the case may be, within any
     originally applicable grace period, any amount of principal and premium, if
     any, or interest (including Additional Amounts, if any), due under the
     terms of any instrument evidencing Indebtedness of the Company, any of the
     Guarantors or any of their Restricted Subsidiaries, or any such
     Indebtedness of the Company, any of the Guarantors or any of their
     Restricted Subsidiaries that becomes due and payable prior to its stated
     maturity otherwise than at the option of the issuer thereof by reason of
     the occurrence of an event of default howsoever described; provided that
     the aggregate amount of any such Indebtedness equals, in the case of the
     Company, US$25 million or more (or its equivalent in other currency or
     currencies); in the case of VPAR or any of its Restricted Subsidiaries,
     US$25 million or more (or its equivalent in other currency or currencies);
     in the case of VCP or any of its Restricted Subsidiaries, US$25 million or
     more (or its equivalent in other currency of currencies); or, in the case
     of CRB or any of its Restricted Subsidiaries, US$25 million or more (or its
     equivalent in other currency or currencies);

         (f) failure of the Company, any Guarantor or any Restricted Subsidiary
     to pay when due any guarantee of Indebtedness; provided that the aggregate
     amount of any such Indebtedness equals, in the case of the Company, US$25
     million or more (or its equivalent in other currency or currencies); in the
     case of VPAR or any Restricted



                                       28
<PAGE>

     Subsidiary, US$25 million or more (or its equivalent in other currency or
     currencies); in the case of VCP or any Restricted Subsidiary, US$25 million
     or more (or its equivalent in other currency or currencies); or, in the
     case of CRB or any Restricted Subsidiary, US$25 million or more (or its
     equivalent in other currency or currencies);

         (g) the rendering of a final judgment or judgments (not subject to
     appeal) for the payment of money against the Company, any of the Guarantors
     or any Restricted Subsidiary which remains undischarged, unbonded or
     unstayed for a period of 60 days after the date on which the right to
     appeal all such judgments has expired or, if later, the date therein
     specified for payment; provided that the aggregate amount of any such final
     judgment equals or exceeds, in the case of the Company, US$25 million (or
     its equivalent in other currency or currencies); in the case of VPAR or any
     Restricted Subsidiary, US$25 million or more (or its equivalent in other
     currency or currencies); in the case of VCP or any Restricted Subsidiary,
     US$25 million or more (or its equivalent in other currency or currencies);
     or, in the case of CRB or any Restricted Subsidiary, US$25 million or more
     (or its equivalent in other currency or currencies);

         (h) all or a substantial part of the property of the Company, any
     Guarantor or any of the Restricted Subsidiaries, if the whole or part of
     such property shall be material to the Company, the Guarantors and their
     Restricted Subsidiaries considered as a whole, shall be condemned, seized
     or otherwise appropriated, or custody of such property shall be assumed by
     any governmental authority or court or other person purporting to act under
     the authority of the federal government of any jurisdiction, or the
     Company, the Guarantors or any of their Restricted Subsidiaries shall be
     prevented from exercising normal control over all or a substantial part of
     their respective property, if the whole or part of such property shall be
     material to the Company, the Guarantors and their Restricted Subsidiaries
     considered as a whole, and such default is not remedied within 60 days
     after it occurs;

         (i) a secured party takes possession, or a receiver or similar officer
     is appointed, of any part of the assets or revenues of the Company, any of
     the Guarantors or any of the Restricted Subsidiaries;

         (j) the Company, any of the Guarantors or any of the Restricted
     Subsidiaries (i) is adjudicated by a court of competent jurisdiction (as a
     result of proceedings initiated against or by the Company, the Guarantors
     or such Restricted Subsidiary) as insolvent or bankrupt or unable to pay
     its debts, (ii) makes a general assignment or an arrangement or
     compositions with or for the benefit of relevant creditors in respect of
     such Indebtedness, or (iii) has an order made or passes an effective
     resolution for the winding up, liquidation or dissolution of the Company,
     such Guarantor or such Restricted Subsidiary;

         (k) the occurrence of any event which under the laws of Brazil has an
     analogous effect to any of the events referred to in paragraphs (g) through
     (j) above;

         (l) the performance or compliance by the Company or the Guarantors with
     any of their respective obligations under or in respect of the Notes or
     this Indenture if any such performance or compliance would be unlawful;



                                       29
<PAGE>

         (m) any of the Guarantees is not (or is claimed by any of the
     Guarantors not to be) in full force and effect;

         (n) the Intercompany Bonds are terminated or waived;

         (o) the Intercompany Bonds are modified, supplemented or replaced;
     provided that such modification, supplement or replacement is reasonably
     expected not to have, individually or collectively with all other
     modifications, supplements or replacements a material adverse effect on the
     Company, the Guarantors or their ability to perform their obligations with
     respect to the Notes; or

         (p) (i) the condemnation, seizure or appropriation of all or any
     substantial part of the assets and revenues of the Company or any of the
     Guarantors by any Person acting under the authority of any national,
     regional or local government or (ii) the prevention by any such Person of
     the Company's or any Guarantor's ability to exercise normal control over
     all or any substantial part of its assets and revenues.

         The Noteholders of a majority in aggregate principal amount of the
Outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. The Trustee may refuse, however, to
follow any direction that the Trustee, in its sole discretion, determines may be
unjustly prejudicial to the rights of the Noteholders or that may subject the
Trustee to any liability or expense if the Trustee determines, in its sole
discretion, that it lacks reasonable indemnification against such loss or
expense.

         If any Event of Default (other than an Event of Default described in
Clause (j) above with respect to the Company or any of the Guarantors) shall
occur and be continuing, either (i) the Trustee or (ii) the Noteholders of at
least 35% in aggregate principal amount of the Outstanding Notes, by written
notice to the Company (and to the Trustee if such notice is given by the
Noteholders), may, and the Trustee at the request of such Noteholders shall,
declare the principal amount of, premium, if any, and accrued interest on the
Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal amount of, premium, if any, and accrued interest shall be
immediately due and payable. If an Event of Default specified in Clause (j)
above occurs with respect to the Company or any of the Guarantors, the
outstanding Notes will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Noteholder.

         At any time after such a declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Noteholders of at least a majority in aggregate principal amount of
the outstanding Notes by written notice to the Company and to the Trustee may
waive all past Defaults and rescind and annul such declaration of acceleration
and its consequences if (a) all existing Events of Default, other than the
non-payment of the principal amount of, premium, if any, and accrued interest on
the Notes that have become due solely by such declaration of acceleration, have
been cured or waived and (b) the rescission would not conflict with any judgment
or decree of a court of competent jurisdiction.



                                       30
<PAGE>

         No Noteholder of any Note will have any right to institute any
proceeding with respect to this Indenture or for any remedy thereunder, unless
such Noteholder shall have previously given to the Trustee written notice of a
continuing Event of Default (as defined) and unless also the Noteholders of at
least 25% in aggregate principal amount of the Outstanding Notes shall have made
a written request to the Trustee to institute such proceeding as trustee, and
the Trustee shall not have received from the Noteholders of a majority in
aggregate principal amount of the Outstanding Notes a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days. However, such limitations do not apply to a suit instituted by a
Noteholder for enforcement of payment of the principal of, and premium, if any,
or interest on, such Note on or after the respective due dates expressed in such
Note.

         Each of the Company and each of the Guarantors will be required to
furnish to the Trustee (i) within ten days of demand by the Trustee therefor and
(ii) (without the necessity of any such demand) together with the delivery of
each of the audited annual financial statements and audited or unaudited
semiannual financial statements as at and for periods ending after December 31,
2002 of the Company and each of the Guarantors and in any event within 90 days
after the end of each such fiscal six-month period or year, an Officers'
Certificate or Officers' Certificates, stating whether or not to the best
knowledge of the signers thereof the Company or such Guarantor is in default in
the performance and observance of any of the terms, provisions and conditions of
this Indenture and if the Company or such Guarantor is in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

         SECTION 4.2 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company and the Guarantors covenant that if:

         (1) default is made in the payment of any interest on any Note when
     such interest becomes due and payable and such default continues for a
     period of 30 days, or

         (2) default is made in the payment of the principal of (or premium, if
     any, on) any Note at the Maturity thereof or, with respect to any Note to
     be redeemed, at the Redemption Date thereof,

the Company and the Guarantors (subject to the limitations provided in this
Indenture) will, jointly and severally, upon demand of the Trustee, pay to it,
for the benefit of the Noteholders of such Notes, the whole amount then due and
payable on such Notes for principal (and premium, if any) and interest, and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal (and premium, if any) and on any overdue interest, at
the rate provided by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses incurred by the Trustee
under this Indenture, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company and the Guarantors fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due
and unpaid, may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company, the Guarantors or any other obligor upon
the Notes and collect the moneys adjudged or decreed to be payable in the



                                       31
<PAGE>

manner provided by law out of the property of the Company, the Guarantors or any
other obligor upon the Notes, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights under this
Indenture and the Guarantee of the Noteholders by such appropriate judicial
proceedings as the Trustee shall deem most effective to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein
including, without limitation, seeking recourse against the Guarantor or
proceeding to enforce any other proper remedy.

         SECTION 4.3 Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Noteholders allowed in any
judicial proceedings relative to the Company, the Guarantors, their respective
creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Noteholders at their direction in any
election of a trustee in bankruptcy or other Person performing similar
functions, and any custodian in any such judicial proceeding is hereby
authorized by each Noteholder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 5.7 hereof.

         SECTION 4.4 Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes or the Guarantee
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Noteholders in respect of which such judgment has been recovered.

         SECTION 4.5 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         FIRST:    To the payment of all amounts due the Trustee, the Principal
                   Paying Agent and the Paying Agent under Section 5.7; and

         SECOND:   To the payment of the amounts then due and unpaid for
                   principal of (and premium, if any) and interest on the Notes
                   in respect of which or for the benefit of which such money
                   has been collected, ratably, without preference or priority
                   of any kind, according to the amounts due and payable on such
                   Notes for principal (and premium, if any) and interest,
                   respectively.



                                       32
<PAGE>

         SECTION 4.6 Limitation on Suits. No Noteholder of any Note shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

         (1) such Noteholder has previously given written notice to the Trustee
     of a continuing Event of Default;

         (2) the Noteholders of at least 25% in aggregate principal amount of
     the Outstanding Notes shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

         (3) such Noteholder or Noteholders have offered and, if requested,
     provided to the Trustee reasonable indemnity against the costs, expenses
     and liabilities to be incurred in compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice, request
     and offer and, if requested, provision of indemnity has failed to institute
     any such proceeding; and

         (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Noteholders of a majority
     in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Noteholders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Note or the Guarantee to affect, disturb or prejudice the
rights of any other Noteholders, or to obtain or to seek to obtain priority or
preference over any other Noteholders or to enforce any right under this
Indenture, any Note or the Guarantee, except in the manner herein provided and
for the equal and ratable benefit of all the Noteholders.

         SECTION 4.7 Unconditional Right of Noteholders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Notes or the Guarantee, the Noteholder of any Note shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 2.7 hereof) interest on such Note on
the respective Stated Maturities expressed in such Note (or earlier Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Noteholder.

         SECTION 4.8 Restoration of Rights and Remedies. If the Trustee or any
Noteholder has instituted any proceeding to enforce any right or remedy under
this Indenture, any Note or the Guarantee, and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Noteholder, then and in every such case, subject to any
determination in such proceeding, the Company, the Guarantors, the Trustee and
the Noteholders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Noteholders shall continue as though no such proceeding had been instituted.

         SECTION 4.9 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes



                                       33
<PAGE>

in the last paragraph of Section 2.7 hereof, no right or remedy herein conferred
upon or reserved to the Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 4.10 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Noteholder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Noteholders, as the case may be.

         SECTION 4.11 Control by Noteholders. The Noteholders of a majority in
aggregate principal amount of the Outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, provided that

         (1) such direction shall not be in conflict with any rule of law or
     with this Indenture or expose the Trustee to personal liability (as
     determined in the sole discretion of the Trustee), and

         (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

         The Trustee may refuse, however, to follow any direction that the
Trustee, in its sole discretion, determines may be unduly prejudicial to the
rights of another Noteholder or that may subject the Trustee to any liability or
expense if the Trustee determines, in its sole discretion, that it lacks
indemnification against such loss or expense.

         SECTION 4.12 Waiver of Past Defaults. The Noteholders of not less than
a majority in aggregate principal amount of the Outstanding Notes may by written
notice to the Company and the Trustee waive any past Default hereunder and
rescind and annul any declaration of acceleration and its consequences, except a
Default

         (1) in the payment of the principal of (or premium, if any) or interest
     on any Note, or

         (2) in respect of a covenant or provision hereof which under Article
     VII cannot be modified or amended without the consent of the Noteholder of
     each Outstanding Note affected.

         Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.



                                       34
<PAGE>

         SECTION 4.13 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs against any such party litigant; provided that this Section
shall not be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company.

         SECTION 4.14 Waiver of Stay or Extension Laws. Each of the Company and
the Guarantor covenants (to the extent that they may lawfully do so) that they
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantor (to the
extent that they may lawfully do so) hereby expressly waive all benefit or
advantage of any such law and covenant that they will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE V

                                   THE TRUSTEE

         SECTION 5.1 Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default,

         (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

         (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon any certificates or opinions furnished
     to the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
their own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

         (1) this Section 5.1(c) shall not be construed to limit the effect of
     Section 5.1(a) of this Section;



                                       35
<PAGE>

         (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

         (3) the Trustee shall not be liable with respect to any action taken or
     omitted to be taken by it in good faith in accordance with the direction of
     the Noteholders of a majority in principal amount of the Outstanding Note
     of any series, determined as provided in Section 4.1 hereof, relating to
     the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Note; and

         (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 5.1.

         SECTION 5.2 Notice of Defaults. The Trustee shall give the Noteholders
notice of any Default that has occurred and is continuing and of which the
Trustee has actual knowledge, within 90 days after the occurrence of such
Default. The Trustee may withhold from Noteholders notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal, premium, if any, or interest) if it determines that
withholding notice is in their interest; provided, however, that in the case of
any Default of the character specified in Section 4.1(d) hereof, no such notice
to Noteholders shall be given until at least 30 days after the occurrence
thereof.

         SECTION 5.3 Certain Rights of Trustee. Subject to the provisions of
Section 5.1 hereof:

         (a) the Trustee may rely and shall be protected in acting or refraining
     from acting upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or a Company Order and any
     resolution of the Board of Directors of the Company may be sufficiently
     evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed)



                                       36
<PAGE>

     may, in the absence of bad faith on its part, rely upon an Officers'
     Certificate or an Opinion of Counsel;

         (d) the Trustee may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Noteholders pursuant to this Indenture, unless such
     Noteholders shall have offered to the Trustee reasonable security or
     indemnity against the costs, expenses and liabilities which might be
     incurred by it in compliance with such request or direction reasonably
     satisfactory to the Trustee;

         (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, report, opinion, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part, or for the supervision of, any agent or attorney
     appointed with due care by it hereunder;

         (h) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith which the Trustee reasonably believed to have
     been authorized or within its rights or powers; and

         (i) in the exercise of its powers and discretions under the Notes and
     this Indenture, the Trustee will have regard for the interests of the
     Noteholders as a class and will not be responsible for any consequence for
     individual Noteholders as a result of any such Noteholders' being connected
     in any way with a particular territory or taxing jurisdiction.

         SECTION 5.4 Not Responsible for Recitals or Issuance of Notes. The
statements contained herein and in the Notes and the Guarantee endorsed thereon,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company or the Guarantors, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or the
Notes. The Trustee shall not be accountable for the use or application by the
Company of the Notes or the proceeds thereof.



                                       37
<PAGE>

         SECTION 5.5 May Hold Notes. The Trustee or any Paying Agent or any
other agent of the Company or the Guarantors, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 5.8
and 5.13, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Paying Agent or such other agent.

         SECTION 5.6 Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or the
Guarantors, as the case may be.

         SECTION 5.7 Compensation and Reimbursement. The Company and the
Guarantors agree:

         (a) to pay to the Trustee, the Principal Paying Agent and the Paying
     Agents from time to time upon demand reasonable compensation for all
     services rendered by them hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

         (b) except as otherwise expressly provided herein, to reimburse the
     Trustee, the Principal Paying Agent and the Paying Agents upon their
     request for all reasonable expenses, disbursements and advances incurred or
     made by the Trustee, the Principal Paying Agent and the Paying Agents in
     accordance with any provision of this Indenture (including the reasonable
     compensation and the expenses and disbursements of their agents and
     counsel), except any such expense, disbursement or advance as may be
     attributable to its gross negligence or willful misconduct; and

         (c) to indemnify the Trustee, the Principal Paying Agent and the Paying
     Agents for, and to hold them harmless against, any loss, liability or
     expense (including the reasonable compensation, expenses and disbursements
     of its agents, accountants, experts and counsel) incurred without gross
     negligence or willful misconduct on their part, arising out of or in
     connection with the acceptance or administration of this trust, including
     the costs and expenses of enforcing this Indenture against the Company or
     the Guarantors, as the case may be (including, without limitation, this
     Section 5.7) and of defending themselves against any claim (whether
     asserted by any Noteholder or the Company or the Guarantors, as the case
     may be) or liability in connection with the exercise or performance of any
     of their powers or duties hereunder. The provisions of this Section 5.7
     shall survive any termination of this Indenture and the resignation or
     removal of the Trustee, the Principal Paying Agent and the Paying Agents.

         As security for the performance of the obligations of the Company or
the Guarantors, as the case may be, under this Section 5.7, the Trustee shall
have a lien prior to the Notes upon all property and funds held or collected by
the Trustee, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Notes. The Trustee's right to receive
payment of any amounts due under this Section 5.7 shall not be subordinate to
any other liability or indebtedness of the Company or the Guarantors, as the
case may be (even though the Notes may be so subordinated).



                                       38
<PAGE>

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 4.1(h), (i) or (j) occurs, the expenses and the
compensation for such services are intended to constitute expenses of
administration under Title II, U.S. Code, or any similar Federal, or analogous
foreign law for the relief of debtors.

         SECTION 5.8 Disqualification; Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, this Indenture.

         SECTION 5.9 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be a Person that is eligible to act as
such and has a combined capital and surplus of at least $50,000,000 and its
Corporate Trust Office in The City of New York, New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of a Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 5.9,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.9, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article V.

         SECTION 5.10 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article V shall become effective until the acceptance of
appointment by the successor Trustee under Section 5.11 hereof, at which time
the retiring Trustee shall be fully discharged from its obligations hereunder.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Act of the Noteholders of
a majority in principal amount of the Outstanding Notes, delivered to the
Trustee and to the Company.

         (d) If at any time:

         (1) the Trustee shall fail to comply with Section 5.8 hereof after
     written request therefor by the Company or by any Noteholder who has been a
     bona fide Noteholder for at least six months, or

         (2) the Trustee shall cease to be eligible under Section 5.9 hereof and
     shall fail to resign after written request therefor by the Company or by
     any Noteholder, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Trustee or of its property shall
     be appointed or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation, then, in any such case,



                                       39
<PAGE>

     (i) the Company by a Board Resolution may remove the Trustee, or (ii)
     subject to Section 4.14 hereof, any Noteholder who has been a bona fide
     Noteholder for at least six months may, on behalf of himself and all others
     similarly situated, petition any court of competent jurisdiction for the
     removal of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Noteholders of a majority in principal amount of the Outstanding Notes delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee and supersede the successor Trustee appointed by the Company. If no
successor Trustee shall have been so appointed by the Company or the Noteholders
and accepted appointment in the manner hereinafter provided, any Noteholder who
has been a bona fide Noteholder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the trustee and each appointment of a successor trustee to all Noteholders in
the manner provided in Section 1.6 hereof. Each notice shall include the name of
the successor trustee and the address of its Corporate Trust Office.

         SECTION 5.11 Acceptance of Appointment by Successor. Every successor
trustee appointed hereunder shall execute, acknowledge and deliver to the
Company, the Guarantors and to the retiring trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring trustee; but, on request of the Company or the successor
trustee, such retiring trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor trustee all the rights,
powers and trusts of the retiring trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
trustee hereunder, subject nevertheless to its Lien, if any, provided for in
Section 5.7 hereof. Upon request of any such successor trustee, the Company and
the Guarantors shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor trustee all such rights,
powers and trusts.

         No successor trustee shall accept its appointment unless at the time of
such acceptance such successor trustee shall be qualified and eligible under
this Article V.

         SECTION 5.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation or other entity into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or other entity succeeding to all
or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation or other
entity shall be



                                       40
<PAGE>

otherwise qualified and eligible under this Article V, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Notes shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Notes
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

         SECTION 5.13 Preferential Collection of Claims Against the Company. (a)
Subject to Clause (b) of this Section 5.13, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within four months prior to a default, as defined in Clause (d) of this Section,
or subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the benefit
of the Trustee individually, the Noteholders and the holders of other indenture
securities, as defined in Clause (d) of this Section:

         (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four-month period and valid as against
     the Company and its other creditors, except any such reduction resulting
     from the receipt or disposition of any property described in paragraph (2)
     of this Subsection; or from the exercise of any right of set-off which the
     Trustee could have exercised if a petition in bankruptcy had been filed by
     or against the Company upon the date of such default;

         (2) all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four-month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

         (A) to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act or applicable State law;

         (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four-month period;

         (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such
     four-month period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received



                                       41
<PAGE>

     the Trustee had no reasonable cause to believe that a default, as defined
     in Subsection (d) of this Section, would occur within four months; or

         (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

         (b) For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Noteholders and the holders of other indenture securities in
such manner that the Trustee, the Noteholders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Noteholders and the holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to any claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Noteholders and the holders
of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and proceeds
thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to
the provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee and the Noteholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.



                                       42
<PAGE>

         Any Trustee which has resigned or been removed after the beginning of
such four-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

         (i) the receipt of property or reduction of claim, which would have
     given rise to the obligation to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such four-month period; and

         (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

         (c) There shall be excluded from the operation of Subsection (a) of
this Section 5.13 a creditor relationship arising from:

         (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

         (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Noteholders at the time and in the
     manner provided in this Indenture;

         (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

         (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (d) of this
     Section;

         (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; and

         (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (d) of
     this Section.

         (d) For the purposes of this Section only:

         (1) the term "default" means any failure to make payment in full of the
     principal of or interest on any of the Note or upon the other indenture
     securities when and as such principal or interest becomes due and payable;



                                       43
<PAGE>

         (2) the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account;

         (3) the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after the
     deliver of the goods or securities in currency or in checks or other orders
     drawn upon banks or bankers and payable upon demand;

         (4) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation;

         (5) the term "Company" means any obligor upon the Note; and

         (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act or Title
     11 of the United States Code.

         SECTION 5.14 Appointment of Authenticating Agent. The Trustee may
appoint an authenticating agent or agents (the "Authenticating Agent") with
respect to the Notes which shall be authorized to act on behalf of the Trustee
to authenticate Notes issued upon original issue and upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 2.7 hereof, and
Notes so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.



                                       44
<PAGE>

         Any corporation or other entity into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
or other entity resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation or other entity
succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation or other entity shall be otherwise eligible under this Section
5.14, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 hereof to all Noteholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 5.14, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 5.7 hereof.

         If an appointment is made pursuant to this Section 5.14, the Notes may
have endorsed thereon, in lieu of the Trustee's certificate of authentication,
an alternative certificate of authentication in the following form:

         This is one of the Notes referred to in the within-mentioned Indenture.

                                          JPMorgan Chase Bank,
                                          As Trustee


                                          By:
                                             -----------------------------------
                                             As Authenticating Agent


                                   ARTICLE VI

                           MERGER, CONSOLIDATION, ETC.

         SECTION 6.1 Mergers, Consolidations and Certain Sales of Assets. So
long as any of the Notes are outstanding, none of the Guarantors may, in a
single transaction or a series of related transactions,



                                       45
<PAGE>

         (i) consolidate with or merge into any other Person or permit any other
     Person to consolidate with or merge into any such Guarantor (other than a
     consolidation or merger of a Wholly Owned Restricted Subsidiary organized
     under the laws of Brazil into any such Guarantor), or

         (ii) directly or indirectly, transfer, sell, lease or otherwise dispose
     of all or substantially all of its assets (provided that the creation of a
     Lien on or in any of its assets shall not in and of itself constitute the
     transfer, sale, lease or disposition of the assets subject to the Lien)
     unless:

               (A) in a transaction in which any such Guarantor does not survive
         or in which such Guarantor sells, leases or otherwise disposes of all
         or substantially all of its assets to any other Person, the successor
         entity to such Guarantor (1) shall expressly assume, by a supplemental
         indenture executed and delivered to the Trustee, all of such
         Guarantor's obligations under this Indenture and (2) shall be organized
         under the laws of (x) Brazil or any state or political subdivision
         thereof, or (y) the United States of America or any state thereof or
         the District of Columbia or (z) any other country if such successor
         entity undertakes, in such supplemental indenture, to pay such
         additional amounts in respect of principal (and premium, if any) and
         interest as may be necessary in order that the net amounts paid
         pursuant to the Notes after deduction or withholding of any present or
         future withholding taxes, levies, imposts or charges whatsoever imposed
         by or for the account of such country or any political subdivision or
         taxing authority thereof or therein shall equal the respective amounts
         of principal (and premium, if any) and interest specified in the Notes
         unless such tax, levy, impost or charge is payable because the holder
         of the Notes is a domiciliary, national or resident of, or engages in
         business or maintains a permanent establishment or is physically
         present in such jurisdiction of organization;

               (B) immediately after giving pro forma effect to such transaction
         as if such transaction had occurred at the beginning of the last full
         fiscal six-month period or fiscal 12-month period if such six-month
         financial statements are not audited or subject to a limited review by
         outside auditors, immediately prior to the consummation of such
         transaction with the appropriate adjustments with respect to the
         transaction being included in such pro forma calculation and treating
         any Indebtedness which becomes an obligation of such Guarantor as a
         result of such transaction as having been Incurred by such Guarantor at
         the time of the transaction, no Default or Event of Default shall have
         occurred and be continuing;

               (C) if, as a result of any such transaction, property or assets
         of such Guarantor would become subject to a Lien prohibited by the
         provisions of Section 8.13 hereof, such Guarantor or the successor
         entity to such Guarantor shall have secured the Notes as described in
         Section 8.13 hereof;

               (D) immediately after giving effect to such transaction on a pro
         forma basis, the successor entity to such Guarantor could incur $1 of
         additional Indebtedness in accordance with the provisions of Section
         8.12 hereof;



                                       46
<PAGE>

               (E) such Guarantor has delivered to the Trustee an Opinion of
         Counsel to the effect that the Noteholders will not recognize gain or
         loss for United States Federal income tax purposes as a result of such
         transaction; and

               (F) such Guarantor has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer, lease or acquisition and,
         if a supplemental indenture is required in connection with such
         transaction, such supplemental indenture, complies with this Section
         6.1 and that all conditions precedent herein provided for relating to
         such transaction have been complied with.

         In the event of any transaction (other than a lease) described in and
complying with the immediately preceding paragraph in which any Guarantor is not
the surviving Person and the surviving Person assumes all the obligations of
such Guarantor under the Notes and this Indenture pursuant to a supplemental
indenture, such surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, such Guarantor, and such Guarantor will
be discharged from its obligations under this Indenture and the Notes.

         SECTION 6.2 Successor Substituted. Upon any consolidation of any of the
Guarantors with, or merger of any of the Guarantors with or into, any other
Person or any conveyance, transfer or lease of the properties and assets of any
of the Guarantors in accordance with Section 6.1 hereof, the successor Person
formed by such consolidation or into which any of the Guarantors are merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantors under
this Indenture with the same effect as if such successor Person had been named
as one of the Guarantors herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Notes.

                                  ARTICLE VII

                             SUPPLEMENTAL INDENTURES

         SECTION 7.1 Supplemental Indentures Without Consent of Noteholders.
Without the consent of any Noteholder, the Company, when authorized by a Board
Resolution of the Company, the Guarantors, when authorized by respective Board
Resolutions of each of the Guarantor, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

         (1) to evidence the succession of another Person to the Company and the
     assumption by any such successor of the covenants of the Company herein and
     in the Notes; or

         (2) to add to the covenants of the Company for the benefit of the
     Noteholders, or to surrender any right or power herein conferred upon the
     Company; or



                                       47
<PAGE>

         (3) to secure the Notes pursuant to the requirements of Section 8.11
     hereof or otherwise; or

         (4) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture, provided that such action pursuant to this Clause (4) shall
     not adversely affect the legal rights of the Noteholders.

         SECTION 7.2 Supplemental Indentures with Consent of Noteholders. With
the consent of the Noteholders of not less than a majority in aggregate
principal amount of the Outstanding Notes, by Act of said Noteholders delivered
to the Company and the Trustee, and consistent with Section 4.7 hereof, the
Company, when authorized by a Board Resolution of the Company, the Guarantors,
when authorized by the respective Board Resolutions of each of the Guarantors,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Noteholders under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Noteholder
of each Outstanding Note affected thereby,

         (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Note, or reduce the principal amount thereof or the
     Rate of Interest thereon or any premium payable thereon, or change the
     place of payment where, or the coin or currency in which, any Note or any
     premium or interest thereon is payable, or impair the right to institute
     suit for the enforcement of any such payment on or after the Stated
     Maturity thereof (or, in the case of redemption, on or after the Redemption
     Date),

         (2) reduce the percentage in principal amount of the Outstanding Notes,
     the consent of whose Noteholders is required for any such supplemental
     indenture, or the consent of whose Noteholders is required for any waiver
     (of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences) provided for in this Indenture,

         (3) modify any of the provisions of this Section 7.2 or Sections 4.7,
     8.10, 8.13, 9.1 or 10.4(6) or 10.4(7) hereof (with respect to the
     obligation of the Company to deliver an Opinion of Counsel in the United
     States as to certain matters relating to United States Federal income tax
     law), except to increase any such percentage described in Clause (2) above
     or to provide that certain other provisions of this Indenture cannot be
     modified or waived without the consent of the Noteholder of each
     Outstanding Note affected thereby, or

         (4) release any Guarantor from any of its obligations under its
     Guarantee in this Indenture, except in compliance with the terms of this
     Indenture.

         In the event of any modification or amendment to this Indenture of the
nature described in items (1) through (4) of this Section 7.2, a notice will be
published and a supplemental offering circular will be prepared to reflect such
modification or amendment.



                                       48
<PAGE>

         It shall not be necessary for any Act of Noteholders under this Section
7.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         SECTION 7.3 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article VII or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 5.1
hereof) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         SECTION 7.4 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article VII, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Noteholder theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         SECTION 7.5 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article VII may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, such Notes so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                                  ARTICLE VIII

                                    COVENANTS

         SECTION 8.1 Payment of Principal, Premium and Interest. The Company
will duly and punctually pay the principal of and premium, if any, and interest
on the Notes in accordance with the terms of the Notes and this Indenture.

         SECTION 8.2 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, New York, an office or agency
where notices and demands to or upon the Company or any of the Guarantors in
respect of the Notes, the Guarantee and this Indenture may be served. In
addition, for as long as the Notes are listed on the Luxembourg Stock Exchange,
the Company will maintain in Luxembourg an office or agency where securities may
be presented or surrendered for payment. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
offices or agencies. If at any time the Company shall fail to maintain any such
required offices or agencies or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the



                                       49
<PAGE>

Trustee, and the Company hereby appoint the Trustee as their agent to receive
all such presentations, surrenders, notices and demands.

         SECTION 8.3 Money for Note Payments to Be Held in Trust. If the Company
shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of its
action or failure so to act. As provided in Section 4.3 hereof, upon any
bankruptcy or reorganization proceeding relative to the Company, the Trustee
shall serve as the Co-Paying Agent for the Notes.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Notes, deposit with the Principal Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee in writing of its action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

         (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Notes in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disclosed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
     obligor upon the Notes) in the making of any payment of principal (and
     premium, if any) or interest;

         (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent; and

         (4) acknowledge, accept and agree to comply in all respects with the
     provisions of this Indenture relating to the duties, rights and obligations
     of such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.



                                       50
<PAGE>

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Note and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on the Company's Request, or (if then held by the Company)
shall be discharged from such trust; and the Noteholder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in England (which is expected to be The Financial Times) notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         SECTION 8.4 Existence. Subject to Article VII hereof, the Company and
the Guarantor will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and rights (charter and statutory);
provided, however, that neither the Company nor any of the Guarantors shall be
required to preserve any such right if the shareholders of the Company or any of
the Guarantors, as the case may be, shall determine that the preservation
thereof is no longer desirable in the conduct of its business and that the loss
thereof is not disadvantageous in any material respect to the Noteholders.

         SECTION 8.5 Maintenance of Properties and Insurance. Each of the
Company and the Guarantors will cause all properties used or useful in the
conduct of their respective businesses to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company or
any of the Guarantors, as the case may be, may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section 8.5 shall prevent
the Company or any of the Guarantors, as the case may be, from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, as
determined in the good faith judgment of the Company or any of the Guarantors,
as the case may be, desirable in the conduct of their respective businesses and
not disadvantageous in any material respect to the Noteholders.

         Each of the Company and the Guarantors shall, and shall cause their
respective Subsidiaries to, keep at all times all of their properties which are
of an insurable nature insured against loss or damage with insurers believed by
the Company or the Guarantors, as the case may be, to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

         SECTION 8.6 Payment of Taxes and Other Claims. Each of the Company and
the Guarantors will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all Taxes levied or imposed upon the
Company or any of the Guarantors,



                                       51
<PAGE>

as the case may be, or any of their respective Subsidiaries or upon the income,
profits or property of the Company or any of the Guarantors, as the case may be,
or any such Subsidiaries, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any of the Guarantors, as the case may be, or any such Subsidiaries;
provided, however, that the Company or any of the Guarantors, as the case may
be, shall not be required to pay or discharge or cause to be paid or discharged
any such Taxes, which amount, applicability or validity is being contested in
good faith by appropriate proceedings.

         SECTION 8.7 Provision of Financial Information. For so long as any of
the Notes are Outstanding, each of the Guarantors will file with the Trustee and
furnish to the Noteholders an English language version of the semiannual (if
any) and annual financial statements and related notes, prepared, in the case of
the Guarantors, in accordance with Brazilian GAAP.

         SECTION 8.8 Statement by Officers as to Default. (a) Each of the
Company and each of the Guarantors will deliver to the Trustee, within 90 days
after the end of each quarter of each of their respective fiscal years ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or any of the Guarantors, as
the case may be, is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture and if the Company or any of
the Guarantors, as the case may be, is in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

         (b) The Company and each of the Guarantors shall deliver to the
Trustee, as soon as possible and in any event within ten days after the Company
or any of the Guarantors, as the case may be, becomes aware of the occurrence of
a Default or an Event of Default, an Officers' Certificate setting forth the
details of such Default or Event of Default and the action which the Company or
any of the Guarantors, as the case may be, proposes to take with respect
thereto.

         SECTION 8.9 Waiver of Certain Covenants. The Company or any of the
Guarantors, as the case may be, may omit in any particular instance to comply
with any covenant or condition set forth in Sections 8.4 to 8.8 hereof,
inclusive, if before or after the time for such compliance the Noteholders of at
least a majority in aggregate principal amount of the Outstanding Notes shall,
by Act of such Noteholders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company or the Guarantors, as the case may be, and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.

         SECTION 8.10 Payment of Additional Amounts. Any and all payments to a
Noteholder of principal (and premium, if any) and interest in respect of the
Notes will be made free and clear of, and without withholding or deduction for,
any and all present and future withholding taxes, duties, assessments, levies,
imposts or charges ("Taxes") whatsoever imposed by or on behalf of, the Cayman
Islands or Brazil or any political subdivision or taxing authority thereof or
therein, unless such Taxes are required by law. In that event, the Company or
the


                                       52
<PAGE>

Guarantors, as the case may be, shall pay such additional amounts (the
"Additional Amounts") as will result in the receipt by the Noteholders of such
amounts as would have been received by them if no such withholding or deduction
had been required, except that no such Additional Amounts shall be payable in
respect of any Note:

         (a) held by, or by a third party on behalf of, a Noteholder which is
     liable for such Taxes in respect of such Note by reason of its (or a
     fiduciary, settlor, member or shareholder, beneficiary of, or possessor of
     a power over, such Noteholder, if such Noteholder is an estate, trust,
     partnership or corporation) having some present or former connection with
     the Cayman Islands or Brazil (including being or having been a citizen or
     resident of the Cayman Islands or Brazil or being or having been engaged in
     trade or business therein) other than the mere holding of such Note; or

         (b) where (in the case of a payment of principal, premium, if any, or
     interest on the Maturity Date or date of earlier redemption) the relevant
     Note is surrendered for payment more than 30 days after the Relevant Date
     except to the extent that the relevant Noteholder would have been entitled
     to such Additional Amounts if it had surrendered the relevant Note on the
     last day of such period of 30 days; or

         (c) if such tax is an estate, inheritance, gift, sales, transfer or
     personal property tax or any similar tax, assessment, levy, impost or
     governmental charge; or

         (d) if such amount is payable other than by withholding from a payment
     on such Note or such amount is required to be withheld by a Paying Agent,
     if such payment can be made without such withholding by any other Paying
     Agent; or

         (e) if such Taxes would not have been imposed but for the failure of
     such Noteholder to comply with applicable certification, information,
     documentation or other reporting requirements concerning the nationality,
     residence, identity or connection with the Cayman Islands or Brazil of the
     Noteholder if such compliance is required as a precondition to relief or
     exemption from withholding or deduction of all or part of such Taxes; or

         (f) where such withholding or deduction is imposed on a payment to an
     individual and is required to be made pursuant to Council Directive
     2003/48/EC of 3 June 2003 on taxation of savings income in the form of
     interest payments or any European Union Directive otherwise implementing
     the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or
     any law implementing or complying with, or introduced in order to conform
     to, any such Directive; or

         (g) in the case of any combination of Clauses (a) through (f) above.

         "Relevant Date" means whichever is the later of (a) the date on which
the payment in question first becomes due and (b) if the full amount payable has
not been received by the Principal Paying Agent on or prior to such due date,
the date on which (the full amount having been so received) notice to that
effect has been given to the Noteholders.



                                       53
<PAGE>

         The Company will pay any present or future stamp, court or documentary
taxes, or any other excise or property taxes, charges or similar levies which
arise in any jurisdiction from the execution, delivery or registration of the
Notes or any other document or instrument referred to therein, excluding any
such taxes, charges or similar levies imposed by any jurisdiction outside of
Brazil, except those resulting from, or required to be paid in connection with,
the enforcement of the Notes or any other such document or instrument following
the occurrence of any Event of Default with respect to the Notes.

         If the Company or any Guarantor becomes subject at any time to any
taxing jurisdiction other than the Cayman Islands or Brazil, as the case may be,
references herein to the Cayman Islands and Brazil, respectively, shall be
construed to include such other jurisdiction.

         SECTION 8.11 Negative Covenants of the Company. The Company will not,
so long as any of the Notes are Outstanding:

         (a) Incur or permit to exist any Indebtedness, except (i) Indebtedness
     evidenced by the Notes or (ii) Indebtedness representing fees, expenses and
     indemnities payable pursuant to and in accordance with the Subscription
     Agreement or this Indenture;

         (b) Incur or permit to exist any Lien on any property or assets
     (including stock or other securities) now owned or hereafter acquired by it
     or on any of its current or future income or revenues, except with respect
     to Indebtedness permitted by clauses (a) and (e) and except for the pledge
     of the Intercompany Bonds and the Intercompany Guarantees set forth in
     Section 12.1 hereof;

         (c) Incur or permit to exist any guarantees;

         (d) create or permit to exist any creditors other than (i) the
     Noteholders, (ii) as required by applicable law, (iii) as set forth in the
     Subscription Agreement or (iv) any other creditors provided that the total
     outstanding aggregate amount owed to all such other creditors is less than
     US$30,000;

         (e) engage at any time in any business or business activity other than:
     (i) the performance of its obligations pursuant to the Subscription
     Agreement or this Indenture, (ii) as required by law, or (iii) any other
     incidental or related activities in connection with the Subscription
     Agreement, this Indenture or the Intercompany Bond Documents;

         (f) enter into any Sale Leaseback Transaction;

         (g) purchase, hold or acquire any Capital Stock, evidences of
     indebtedness or other securities of, make or permit to exist any loans or
     advances to, or make or permit to exist any investment or any other
     interest in, any other Person or engage in any transactions involving
     commodity options or futures contracts or similar transactions, except for
     the Intercompany Bonds, the Intercompany Guarantees, short-term investments
     in marketable securities and any other indebtedness to an Affiliate limited
     to the amount of the proceeds the Company has left over after paying
     interest on each Interest Payment Date;



                                       54
<PAGE>

         (h) merge into or consolidate with any other Person, or permit any
     other Person to merge into or consolidate with it, or sell, transfer, lease
     or otherwise dispose of (in one or a series of transactions) any of its
     assets (whether now owned or hereafter acquired), or purchase, lease or
     otherwise acquire (in one or a series of transactions) any of the assets of
     any other Person, other than the repayment of the Notes pursuant to, and in
     accordance with the terms of, this Indenture or the Subscription Agreement
     (for the avoidance of doubt, this clause (h) does not limit the Company's
     ability to make short-term investments in marketable securities as set
     forth in clause (g) above);

         (i) Incur, create, assume or permit to exist any lease obligations,
     except for the leasing of office space and equipment necessary to carry on
     its business activities;

         (j) declare or pay, directly or indirectly, any dividend or make any
     other distribution (by reduction of capital or otherwise), whether in cash,
     property, securities or a combination thereof, with respect to any shares
     of its Capital Stock or directly or indirectly redeem, purchase, retire or
     otherwise acquire for value any shares of any class of its Capital Stock or
     set aside any amount for any such purpose;

         (k) sell or transfer any property or assets to, or purchase or acquire
     any property or assets from, or otherwise engage in any other transactions
     with, any of its Affiliates except as set forth in this Indenture or the
     Subscription Agreement;

         (l) make any change (i) in accounting treatment and reporting practices
     except as required by law or applicable accounting standards or (ii) in tax
     reporting treatment except as required by law;

         (m) issue any Capital Stock to any entity or Person (other than the
     Capital Stock held by VPAR and VCP), permit any of its Capital Stock to be
     transferred to any Person or otherwise change its equity structure in any
     manner;

         (n) (i) amend its certificate of incorporation, memorandum or articles
     of association without the consent of a majority of the Noteholders; or
     (ii) amend, modify or waive (or permit to be amended, modified or waived),
     without the consent of a majority of the Noteholders, the Subscription
     Agreement to which the Company is a party;

         (o) enter into or be a party to any agreement, instrument or
     transaction other than (i) this Indenture, the Subscription Agreement, or
     the Intercompany Bond Documents or any agreement, instrument or transaction
     incidental to or in connection therewith, (ii) as may be required by
     applicable law or (iii) in order to maintain its existence as a Cayman
     Islands corporation;

         (p) grant any powers of attorney to any Person for any purposes, except
     for the purpose of permitting any Person to perform any ministerial
     functions on behalf of the Company that are not prohibited by or
     inconsistent with the terms of this Indenture or the Subscription
     Agreement; or

         (q) except as permitted by this Indenture or with the prior written
     consent of the holders of a majority of the principal amount of Notes
     Outstanding, agree or consent to,



                                       55
<PAGE>

     nor, to the extent it is within its control, allow any of the parties to
     the Intercompany Bond Documents or any documents related thereto to agree
     or consent to, any termination, modification, supplement, replacement or
     waiver of any such document unless such termination, modification,
     supplement, replacement or waiver could not, individually or collectively
     with all other terminations, modifications, supplements, replacements or
     waivers, reasonably be expected to have a material adverse effect on it and
     its ability to perform its obligations with respect to the Notes.

         SECTION 8.12 Limitation on Indebtedness of the Guarantors. So long as
any of the Notes are Outstanding, (A) VPAR may not, nor may it permit any of its
Restricted Subsidiaries to, Incur any Indebtedness unless the ratio of (i) the
Net Debt of VPAR, on a consolidated basis, (a) as of the most recent available
audited or unaudited (if subject to a limited review by independent accountants)
semiannual or audited annual balance sheet or (b) as certified by independent
accountants as of the most recent month-end date, after giving pro forma effect
to the Incurrence of such Indebtedness and any other Indebtedness Incurred since
such balance sheet or month-end date, as the case may be, and the receipt and
application of the proceeds thereof, to (ii) the Cash Flow of VPAR, on a
consolidated basis, for the 12-month period immediately preceding the end date
of the most recently available semiannual or annual financial statements,
determined on a pro forma basis as if any such Indebtedness had been Incurred
and the proceeds thereof had been applied at the beginning of such 12-month
period, would be less than 5 to 1; (B) CRB may not, nor may it permit any of its
Restricted Subsidiaries to, Incur any Indebtedness unless the ratio of (i) the
Net Debt of CRB, on a consolidated basis, (a) as of the most recent available
audited or unaudited (if subject to a limited review by independent accountants)
semiannual or audited annual balance sheet or (b) as certified by independent
accountants as of the most recent month-end date, after giving pro forma effect
to the Incurrence of such Indebtedness and any other Indebtedness Incurred since
such balance sheet or month-end date, as the case may be, and the receipt and
application of the proceeds thereof, to (ii) the Cash Flow of CRB, on a
consolidated basis, for the 12-month period immediately preceding the end date
of the most recently available such semiannual or annual financial statements,
determined on a pro forma basis as if any such Indebtedness had been Incurred
and the proceeds thereof had been applied at the beginning of such 12-month
period, would be less than 5 to 1; and (C) VCP may not, nor may it permit any of
its Restricted Subsidiaries to, Incur any Indebtedness unless the ratio of (i)
the Net Debt of VCP, on a consolidated basis, (a) as of the most recent
available audited or unaudited semiannual or audited annual balance sheet or (b)
as certified by independent accountants at the most recent month-end date, after
giving pro forma effect to the Incurrence of such Indebtedness and any other
Indebtedness Incurred since such balance sheet or month-end date, as the case
may be, and the receipt and application of the proceeds thereof, to (ii) the
Cash Flow of VCP, on a consolidated basis, for the 12-month period immediately
preceding the end date of the most recently available such semiannual or annual
financial statements, determined on a pro forma basis as if any such
Indebtedness had been Incurred and the proceeds thereof had been applied at the
beginning of such 12-month period, would be less than 5 to 1.

         Notwithstanding the foregoing limitation, any of the Guarantors and any
Restricted Subsidiary may Incur the following:

         (i) Indebtedness outstanding on the Closing Date;



                                       56
<PAGE>

         (ii) Indebtedness Incurred to renew, extend, refinance or refund (each,
     a "refinancing") Indebtedness outstanding at the date of this Indenture or
     Incurred in compliance with the preceding paragraph or in compliance with
     any of clauses (ii) to (iv) of this paragraph or the Notes in an aggregate
     principal amount (excluding incidental fees and expenses) not to exceed the
     aggregate principal amount of and accrued interest on the Indebtedness so
     renewed, extended, refinanced or refunded; provided, however, that
     Indebtedness the proceeds of which are used to refinance or refund the
     Notes or Indebtedness which is pari passu or subordinate in right of
     payment to the Notes shall only be permitted if

               (A) in the case of any refinancing of the Notes or Indebtedness
         which is pari passu to the Notes, the refinanced Indebtedness is pari
         passu to the Notes or subordinated to the Notes, and, in the case of
         any refinancing or refunding of Indebtedness which is subordinated to
         the Notes, the refinancing or refunding Indebtedness is also
         subordinate in right of payment to the Notes, and

               (B) in either case, the refinancing or refunding of Indebtedness
         by its terms, or by the terms of any agreement or instrument pursuant
         to which such Indebtedness is issued, (x) does not provide for payments
         of principal of such Indebtedness at the stated maturity thereof or by
         way of a sinking fund applicable thereto or by way of any mandatory
         redemption, defeasance, retirement or repurchase thereof by any of the
         Guarantors (including any redemption, retirement or repurchase which is
         contingent upon events or circumstances, but excluding any retirement
         required by virtue of acceleration of such Indebtedness upon any event
         of default thereunder), in each case prior to the time the same are
         required by the terms of the Indebtedness being refinanced, and (y)
         does not permit redemption or other retirement (including pursuant to
         an offer to purchase made by the Company) of such Indebtedness at the
         option of the holder thereof prior to the final stated maturity of the
         Indebtedness being renewed, extended, refinanced or refunded, other
         than pursuant to a redemption resulting from a change or amendment to
         Brazilian laws or regulations or interpretations thereof requiring the
         payment by the Company or, as the case may be, any of the Guarantors of
         withholding or related tax on such Indebtedness;

         (iii) Indebtedness outstanding under the Notes or Indebtedness
     evidenced by the Guarantees;

         (iv) Indebtedness not otherwise permitted to be Incurred pursuant to
     clauses (i), (ii) and (iii) above, which, together with any other
     outstanding Indebtedness Incurred pursuant to this clause (iv), has an
     aggregate principal amount or, in the case of Indebtedness issued at a
     discount, an accreted amount as to (a) CRB at the time of Incurrence not in
     excess of US$50 million (or its equivalent in any other currency or
     currencies) at any time outstanding; (b) VCP on a consolidated basis at the
     time of Incurrence not in excess of US$50 million (or its equivalent in any
     other currency or currencies) at any time outstanding or (c) VPAR on a
     consolidated basis at the time of Incurrence not in excess of US$50 million
     (or its equivalent in any other currency or currencies) at any time
     outstanding;



                                       57
<PAGE>

         (v) Indebtedness Incurred by any Guarantor or Restricted Subsidiary
     pursuant to a Permitted Interest Rate or Currency Protection Agreement;

         (vi) (a) Indebtedness owed to any Guarantor or (b) Indebtedness of any
     Guarantor owed to any Restricted Subsidiary or Group Subsidiary to the
     extent that the claims of such Restricted Subsidiary or Group Subsidiary in
     respect of such Indebtedness are subordinated to the claims of the
     Noteholders so that no amount due in respect of any such subordinated
     obligation shall be paid by such obligor (A) under circumstances where such
     payment would give rise to an Event of Default or (B) during an Event of
     Default, unless and until (aa) all amounts under or in respect of the Notes
     have been paid in full or (bb) such Event of Default has been waived by the
     Trustee or the Noteholders in the manner set forth in Section 4.12 hereof;

         (vii) Indebtedness Incurred in respect of surety, indemnity,
     performance and appeal bonds in the ordinary course of business;

         (viii) Indebtedness Incurred in respect of cash management facilities
     and similar bank overdrafts in the ordinary course of business;

         (ix) Indebtedness Incurred in connection with export, import or other
     trade transactions or in connection with any Securitization Transaction;
     provided, however, that as of the date on which any Indebtedness is
     Incurred under this Clause (ix) by a Guarantor or one of its Restricted
     Subsidiaries, the aggregate principal amount of all Indebtedness Incurred
     under this clause (ix) shall not exceed 70% of the consolidated total
     assets of such Guarantor as of the most recent available or unaudited (if
     subject to the limited review of independent auditors) semiannual or
     audited annual balance sheet; and

         (x) Indebtedness incurred by Votorantim Financas S.A., Votorantim S.A.,
     Votorantim Bank Limited or BV Financeira, Credito, Financiamento e
     Investimento S.A., or any direct or indirect subsidiary of Votorantim
     Financas S.A., which is principally engaged in the financial services
     business and related activities.

         For purposes of determining compliance with this Section 8.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness any of the Guarantors or any Restricted Subsidiary is
permitted to Incur pursuant to the foregoing Clauses (i) through (x), such
Guarantor or such Restricted Subsidiary shall have the right, in its sole
discretion, to classify such item of Indebtedness and shall only be required to
include the amount and type of such Indebtedness under the clause permitting the
Indebtedness as so classified. For purposes of determining any particular amount
of Indebtedness under this Section 8.12, guarantees or Liens with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of a particular amount shall not be included.

         SECTION 8.13 Limitation on Liens of the Guarantors. So long as any of
the Notes are Outstanding, none of the Guarantors may, or may permit any of
their respective Restricted Subsidiaries to, Incur or suffer to exist any Lien
on or with respect to any property, assets or Capital Stock now owned or
hereafter acquired to secure any Indebtedness without


                                       58
<PAGE>

making, or causing such Restricted Subsidiary to make, effective provision for
securing the Notes (x) equally and ratably with (or prior to) such Indebtedness
as to such property, assets or Capital Stock for so long as such Indebtedness
will be so secured or (y) in the event such Indebtedness is Indebtedness of such
Guarantor or Restricted Subsidiary which is subordinate in right of payment to
the Notes, prior to such Indebtedness as to any such property, assets or Capital
Stock for so long as such Indebtedness will be so secured.

         The foregoing restrictions shall not apply to:

         (i) Liens arising by operation of law and in the ordinary course of
     business of any of the Guarantors, or any of the Restricted Subsidiaries
     which Liens, when enforced against the assets to which they are attached do
     not (either alone or together with any other such Liens) materially impair
     the operation of such business;

         (ii) any Lien on the inventory or Receivables of any of the Guarantors
     or any Restricted Subsidiary securing the obligations

               (A) under any lines of credit, or

               (B) under any working capital facility;

         (iii) any Lien in respect of legal proceedings which have been
     submitted to a competent court and are being contested in good faith;

         (iv) Liens created solely for the purpose of securing the payment of
     all or a part of the purchase price of assets or property (including
     Capital Stock of any Person) acquired or constructed after the Closing
     Date; provided that (a) the aggregate principal amount of Indebtedness
     secured by such Liens shall not exceed the purchase price of the assets or
     property so acquired or constructed, (b) the Indebtedness secured by such
     Liens shall have otherwise been permitted to be issued under this
     Indenture, and (c) such Liens shall not encumber any assets or property
     other than the assets or property so acquired and shall attach to such
     assets or property within 90 days of the construction or acquisition of
     such assets or property;

         (v) pledges or deposits made in the ordinary course of business in
     connection with workers' compensation, unemployment insurance or other
     similar social security legislation;

         (vi) Liens securing Taxes, the payment of which is not yet due or is
     being contested in good faith by appropriate proceedings promptly initiated
     and diligently conducted and for which such reserve or other appropriate
     provisions, if any, as shall be required by Brazilian GAAP shall have been
     made;

         (vii) encumbrances, security deposits or reserves maintained in the
     ordinary course of business and required by law or regulation or by any
     Government Agency;

         (viii) Liens which arise pursuant to a final judgment or judgments that
     do not constitute an Event of Default under paragraph (g) of Section 4.1
     hereof;



                                       59
<PAGE>

         (ix) Liens 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 principal amount of
     the Indebtedness secured thereby is otherwise permitted by Section 9.12
     hereof;

         (x) Liens granted to secure borrowings from (i) Banco Nacional de
     Desenvolvimento Economico e Social-BNDES, or any other Brazilian
     governmental developing bank, or (ii) any international development bank or
     Government Agency;

         (xi) any Lien extending, renewing or replacing, in whole or in part,
     any Lien outstanding at the Closing Date; and

         (xii) any Lien that does not fall within subparagraphs (i) through (xi)
     above and that secures Indebtedness which, exclusive of Indebtedness
     secured by other Liens permitted under this Section 8.13, does not exceed
     an aggregate principal amount of US$25 million (or its equivalent in any
     other currency).

         SECTION 8.14 Transactions with Affiliates and Related Persons. None of
the Guarantors may, or may permit any Guarantor Subsidiary to, enter into any
transaction (or series of related transactions) with any Related Party,
including any Investment, either directly or indirectly, unless such transaction
is on terms no less favorable to such Guarantor or such Guarantor Subsidiary, as
the case may be, than those that could have been obtained in a comparable
arm's-length transaction with an unrelated third party; provided, however, that
this Section 8.14 does not apply to transactions between or among Guarantors;
and provided further that for any such transaction (or series of related
transactions) involving a Related Party other than a Guarantor or a Guarantor
Subsidiary and an amount in interest in excess of US$10 million, a Senior
Officer of such Guarantor shall, or shall cause a Senior Officer of such
Guarantor Subsidiary to, determine that such transaction is on terms no less
favorable to such Guarantor or such Guarantor Subsidiary, as the case may be,
than those that could have been obtained in a comparable arm's-length
transaction with an unrelated third party. Notwithstanding the foregoing, this
Section 8.14 does not apply to (a) any loan or similar financial transaction (or
series of related transactions) entered into for the purpose of performing cash
management or other financial management functions by any Guarantor or Guarantor
Subsidiary with any of the other Guarantors, Guarantor Subsidiaries or Related
Parties; provided that such transaction (or series of related transactions)
would not be materially adverse to the results of operations or financial
condition of any such Guarantor or Guarantor Subsidiary, and (b) any tax
allocation agreements entered into from time to time by any Guarantor or any
Guarantor Subsidiary with any company that is a member of the Votorantim Group;
provided that such transaction (or series of related transactions) would not be
materially adverse to the results of operations or financial condition of any
such Guarantor or Guarantor Subsidiary.

         SECTION 8.15 Governmental Authorizations. The Company and each
Guarantor will promptly from time to time obtain or make, and maintain in full
force and effect, all licenses, recordings, registrations, consents or
authorizations of, or approvals by, any Government Agency from time to time
necessary under the laws of the Cayman Islands and Brazil for the making and
performance by the Company or such Guarantor of the Notes.



                                       60
<PAGE>

                                   ARTICLE IX

                               REDEMPTION OF NOTES

         SECTION 9.1 Redemption for Tax Reasons. If as a result of any Change of
Law (as defined below), (i) the Company is or would be required on the next
succeeding Interest Payment Date to pay any Additional Amounts referred to in
Section 8.10 hereof or (ii) the issuers of the Intercompany Bonds are or would
be required on the next succeeding Interest Payment Date to pay Additional
Amounts under the Intercompany Bonds in excess of the Additional Amounts that
issuers of the Intercompany Bonds would be obliged to pay if Brazilian Taxes
(excluding interest and penalties) were payable with respect to such payments of
interest at a rate of 15.0%, and in either case the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company or the Guarantors, the Notes may be repurchased, by the Company at the
option of the Company, in whole but not in part, upon not less than 45 nor more
than 75 days' notice to the Noteholders, which notice will be published, at any
time following such Change of Law at a repurchase price equal to the principal
amount thereof, plus accrued and unpaid interest, if any, to the date fixed for
repurchase. The Company or its Affiliates will also pay to Noteholders on the
repurchase date any Additional Amounts which are payable. Following such
repurchase, the Notes will be cancelled.

         "Change of Law" means (i) any change in or amendment to the laws or
regulations of the Cayman Islands, Brazil or Japan (or of any political
subdivision thereof or therein) or the adoption, amendment or modification of
any resolution of the Central Bank of Brazil (or any successor authority
thereto) which becomes effective on or after the date hereof resulting in the
Company being required to pay Additional Amounts in respect of Cayman Islands
Taxes or the issuers of the Intercompany Bonds being required to pay Additional
Amounts in respect of Brazilian Taxes or (ii) any change or amendment to the
Treaty to Avoid Double Taxation entered into between Brazil and Japan, which has
the effect of increasing the rate of tax applicable under such treaty.

         Prior to the delivery of any notice of repurchase in accordance with
the foregoing, the Company shall deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such repurchase based on an
Opinion of Counsel or written advice of a qualified tax expert, that the Company
has or will or that there is a substantial probability that the Company has or
will become obligated to pay such Additional Amounts as a result of such Change
of Law. Such notice, once delivered by the Company to the Trustee, will be
irrevocable.

         The Company shall provide the Trustee with official acknowledgment of
the relevant taxing authority (or if such acknowledgement is not available, a
certified copy thereof) evidencing the payment of Brazilian Taxes in respect of
which the Company has paid any Additional Amounts to the extent such
documentation is issued therefor. Copies of such documentation shall be
available to Noteholders upon request thereof.

         SECTION 9.2 Applicability of Article. Redemption of Notes at the
election of the Company, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article IX.



                                       61
<PAGE>

         SECTION 9.3 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Notes by the Company or its Affiliates pursuant to Section
9.1 hereof shall be evidenced by a Resolution of the Shareholders of the
Company. In case of any redemption at the election of the Company of less than
all the Notes, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Notes to be redeemed. In the case of any redemption of Notes
prior to the expiration of any restriction on such redemption provided in the
terms of such Notes or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction.

         SECTION 9.4 Notice of Redemption. Notice of redemption pursuant to
Section 9.1 hereof shall be given in the manner provided for in Section 1.5
hereof not less than 30 nor more than 60 days prior to the Redemption Date.

         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Note to be redeemed and that interest thereon
     will cease to accrue on and after said date,

         (4) the place or places where such Notes are to be surrendered for
     payment of the Redemption Price,

         (5) the aggregate principal amount of Notes being redeemed, and

         (6) the ISIN and Common Code numbers or numbers of the Notes being
     redeemed.

         Notice of redemption of Notes to be repurchased at the election of the
Company shall be given by the Company or, if request is made to the Trustee no
less than 45 days prior to the Redemption Date, by the Trustee in the name and
at the expense of the Company.

         SECTION 9.5 Deposit of Redemption Price. Prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as their own Paying Agent, segregate and hold in trust as
provided in Section 8.3 hereof) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued and unpaid interest on, all the Notes which are to be
repurchased on that date.

         SECTION 9.6 Notes Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued and



                                       62
<PAGE>

unpaid interest) such Notes shall cease to bear interest. Upon surrender of any
such Note for redemption in accordance with said notice, such Note shall be paid
by the Company at the Redemption Price, together with accrued and unpaid
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Noteholders of such Notes on such date.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate provided by the Note.

         SECTION 9.7 Other Redemption. Except as provided under Section 9.1
hereof, the Notes will not be redeemable before the Maturity Date at the option
of the Company or repayable before the Maturity Date at the option of the
Noteholder. Nevertheless, the Company may at any time repurchase the Notes at
any price in the open market or otherwise. The Company may hold or resell the
Notes it repurchases or may surrender them to the Trustee for cancellation, all
in accordance with the terms set forth herein.

                                    ARTICLE X

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 10.1 The Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may at its option by Board Resolution, at any time
(subject to a ten-day prior written notification to the Trustee), elect to have
either Section 10.2 or Section 10.3 hereof applied to the Outstanding Notes upon
compliance with the conditions set forth below in this Article X.

         SECTION 10.2 Defeasance and Discharge. Upon the Company's exercise of
the option provided in Section 10.1 applicable to this Section, the Company
shall be deemed to have been discharged from its obligations with respect to the
Outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Notes and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Noteholders of Outstanding Notes to receive, solely from the trust fund
described in Section 10.4 hereof and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest on
such Notes when such payments are due, (B) the Company's obligations with
respect to such Notes under Sections 2.5, 2.6, 2.7, 8.2 and 8.3 hereof, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article X. Subject to compliance with this Article X, the Company may
exercise its option under this Section 10.2 notwithstanding the prior exercise
of its option under Section 10.3 hereof.

         SECTION 10.3 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 10.1 applicable to this Section, (i) the Company
shall be released



                                       63
<PAGE>

from its obligations under Sections 8.5 through 8.15 hereof, inclusive, and
Clauses (C) and (D) of Section 6.1(ii) hereof, and the Guarantors shall be
released from all of their obligations under the Guarantee and under Article X
of this Indenture, and (ii) the occurrence of an event specified in Sections
4.1(c), 4.1(d) (with respect to Clauses (C) and (D) of Section 6.1(ii)) and
4.1(e) (with respect to Sections 8.5 through 8.7 hereof, inclusive and 8.11
through 8.15, inclusive) shall not be deemed to be an Event of Default, on and
after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such Section or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Notes shall be unaffected thereby.

         SECTION 10.4 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 10.2 or
Section 10.3 hereof to the Outstanding Notes:

         (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Noteholders, (A) money in an
     amount, or (B) U.S. Government Obligations which through the scheduled
     payment of principal and interest in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment, money in an amount, or (C) a combination thereof, sufficient, in
     the opinion of an internationally recognized firm of independent certified
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee to pay and discharge, the principal of, premium, if any, and each
     installment of interest on the Notes on the Stated Maturity of such
     principal or installment of interest on the day on which such payments are
     due and payable in accordance with the terms of this Indenture and of such
     Notes. For this purpose, "U.S. Government Obligations" means securities
     that are (x) direct obligations of the United States of America for the
     payment of which its full faith and credit is pledged or (y) obligations of
     a Person controlled or supervised by and acting as an agency or
     instrumentality of the United States of America the payment of which is
     unconditionally guaranteed as a full faith and credit obligation by the
     United States of America, which, in either case, are not callable or
     redeemable at the option of the company thereof, and shall also include a
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any such U.S. Government
     Obligation or a specific payment of principal of or interest on any such
     U.S. Government Obligation held by such custodian for the account of the
     Noteholder of such depositary receipt, provided that (except as required by
     law) such custodian is not authorized to make any deduction from the amount
     payable to the holder of such depositary receipt from any amount received
     by the custodian in respect of the U.S. Government Obligation or the
     specific payment of principal of or interest on the U.S. Government
     Obligation evidenced by such depositary receipt.



                                       64
<PAGE>

         (2) No Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or, insofar as Sections 4.1(i) and
     (j) hereof are concerned, at any time during the period ending on the 91st
     day after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until the expiration of such period).

         (3) Such defeasance or covenant defeasance shall not cause the Trustee
     to have a conflicting interest as defined in Section 5.8 with respect to
     any securities of the Company or any of the Guarantors.

         (4) Such defeasance or covenant defeasance shall not result in a breach
     or violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to the Company is a party or by which it is bound.

         (5) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 10.2
     hereof or the covenant defeasance under Section 10.3 hereof (as the case
     may be) have been complied with.

         (6) In the case of an election under Section 10.2 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States stating that (x) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling, or (y) since the date
     hereof there has been a change in the applicable United States Federal
     income tax law, in either case to the effect that, and based thereon such
     Opinion of Counsel shall confirm that, the holders of the Outstanding Notes
     will not recognize income, gain or loss for United States Federal income
     tax purposes as a result of such deposit, defeasance and discharge and will
     be subject to United States Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case if such
     deposit, defeasance and discharge had not occurred.

         (7) In the case of an election under Section 10.3 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States to the effect that the holders of the Outstanding Notes will not
     recognize income, gain or loss for United States Federal income tax
     purposes as a result of such deposit and covenant defeasance and will be
     subject to United States Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case if such
     covenant defeasance had not occurred.

         (8) The Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that such deposit and defeasance or covenant
     defeasance shall not result in the trust arising from such deposit
     constituting an investment company as defined in the Investment Company Act
     of 1940, as amended, or such trust shall be qualified under such act or
     exempt from regulation thereunder.

         (9) The Company shall have delivered to the Trustee an Opinion of
     Counsel in Brazil to the effect that the holders of the Outstanding Notes
     will not recognize income, gain or loss for Brazilian federal or state
     income tax or other tax purposes as a



                                       65
<PAGE>

     result of such defeasance or covenant defeasance, as applicable, and will
     be subject to Brazilian federal and state income tax and other tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such defeasance or covenant defeasance, as applicable, had not
     occurred. Notwithstanding anything to the contrary in this Indenture, this
     condition may not be waived by any Noteholder or the Trustee.

         (10) The Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that, (x) the trust funds established pursuant to
     this Article X will not be subject to any rights of any other creditors of
     the Company, any of its Affiliates or Subsidiaries or of the Guarantors or
     holders of other Indebtedness of the Company, any of its Affiliates or
     Subsidiaries or of the Guarantors, and (y) immediately following the
     ninety-first day after the deposit, the trust funds established pursuant to
     this Article X will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditors'
     rights generally.

         SECTION 10.5 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 9.3 hereof, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee collectively, for purposes of Sections 10.5, 10.6 and 10.7 hereof, the
"Defeasance Trustee") pursuant to Section 10.4 hereof in respect of the Notes
shall be held in trust and applied by the Defeasance Trustee, in accordance with
the provisions of such Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Defeasance Trustee may determine, to the holders of such Notes, of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company or the Guarantors, as the case may be, shall pay and
indemnify the Defeasance Trustee against any tax, fee or other charge imposed on
or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.4 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the holders of the Outstanding Notes.

         Anything in this Article X to the contrary notwithstanding, the
Defeasance Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 10.4 hereof which, in the opinion of an internationally recognized
accounting firm expressed in a written certification thereof delivered to the
Defeasance Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant
defeasance.

         SECTION 10.6 Reinstatement. If the Defeasance Trustee or any of the
Paying Agents is unable to apply any money in accordance with Sections 10.2 or
10.3 hereof by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations of the Company and the Guarantors under this Indenture, the
Notes and the Guarantee, if any, shall be revived and reinstated as though no
deposit had occurred pursuant to this Article X until such time as the
Defeasance Trustee or Paying Agent is permitted to apply all such money in
accordance with Sections 10.2



                                       66
<PAGE>

and 10.3 hereof; provided, however, that if the Company makes any payment of
principal of (and premium, if any) any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the holders of
such Notes to receive such payment from the money held by the Defeasance Trustee
or the Paying Agent.

         SECTION 10.7 Repayment to Company. Any money deposited with the
Defeasance Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium, if any, or interest on any Note
and remaining unclaimed for two years after such principal, and premium, if any,
or interest has become due and payable shall be paid to the Company upon its
written request or (if then held by the Company) shall be discharged from such
trust; and the holder of such Note shall thereafter, as a creditor, look only to
the Company for payment thereof, and all liability of the Defeasance Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Defeasance Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in England (which is expected to be The
Financial Times, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                                   ARTICLE XI

                                    GUARANTEE

         SECTION 11.1 Guarantee. Each of VPAR, VCP and CRB hereby jointly,
severally, fully and unconditionally guarantees on a senior unsecured basis to
each Noteholder, and to the Trustee on behalf of such Noteholder, the due and
punctual payment of the principal of (and premium, if any) and interest
(including any Additional Amounts) on the Notes when and as the same shall
become due and payable, whether at the Stated Maturity, in accordance with the
terms of such Note and of this Indenture; provided that the liability of each of
VCP and CRB under their respective guarantees is limited to 50% of the
outstanding amount of the Notes. In case of the failure of the Company
punctually to make any such payment, each of the Guarantors hereby agrees to
cause such payment to be made punctually when and as the same shall become due
and payable, at the Stated Maturity, and as if such payment were made by the
Company.

         This Guarantee constitutes a direct, general and unconditional senior
obligation of each of the Guarantors that will at all times rank at least
equally with all other present and future unsecured senior obligations of each
such Guarantor, except for any obligations that may be preferred by provisions
of law that are both mandatory and of general application.

         Each of the Guarantors hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of any Note or this Indenture, the absence of any action to
enforce the same, any release or amendment or waiver of any term of any other
guarantee of, or any consent to departure from any requirement of any



                                       67
<PAGE>

other guarantee, of all or any of the Notes, any waiver or consent by any
Noteholder or by the Trustee with respect to any provisions of any Note or of
this Indenture, the obtaining of any judgment against the Company or any action
to enforce the same or any other circumstances which might otherwise constitute
a legal or equitable discharge or defense of a guarantor. Each of the Guarantors
hereby waives notice of the acceptance of this Guarantee and of any of the
obligations under this Indenture or the Notes (the "Obligations") or of the
accrual thereof, and further waives presentment, protest, notice or demand. This
is a continuing guarantee and is a guarantee of payment and not of collection,
and each of the Guarantors waives any right to require the Noteholders to
initiate collection proceedings or otherwise enforce payment of the Obligations
or any security or other guarantee therefor before obtaining payment hereunder.

         This Guarantee shall continue to be in effect or be reinstated, as the
case may be, if at any time any payment in respect of any of the Obligations is
rescinded or must otherwise be returned by the Noteholders, whether by reason of
the insolvency, bankruptcy, reorganization or liquidation of the Company or any
of the Guarantors or any other obligor or otherwise, all as though such payment
had not been made.

         Each of the Guarantors hereby waives the benefits of diligence,
presentment, demand of payment, any requirement that the Trustee or any of the
Noteholders protect, secure, perfect or insure any security interest in or other
Lien on any property subject thereto or exhaust any right or take any action
against the Company or any other Person or any collateral, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to any Note or the indebtedness evidenced thereby and all demands whatsoever,
and covenants, that this Guarantee will be discharged in respect of any Note
except by complete performance of the obligations contained in such Note and in
this Guarantee. Each of the Guarantors hereby agrees that, in the event of a
default in payment of principal (or premium, if any) or interest on any Note, at
its Stated Maturity, legal proceedings may be instituted by the Trustee on
behalf of, or by, the Noteholder of such Note, subject to the terms and
conditions set forth in this Indenture, directly against any or all of the
Guarantors to enforce this Guarantee without first proceeding against the
Company. Each of the Guarantors agrees that if, after the occurrence and during
the continuance of an Event of Default, the Trustee or any of the Noteholders
are prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Notes, to collect interest on the Notes or to
enforce or exercise any other right or remedy with respect to the Notes, or the
Trustee or the Noteholders are prevented from taking any action to realize on
any collateral, each of the Guarantors agrees to pay to the Trustee for the
account of the Noteholders, upon demand therefor, the amount that would
otherwise have been due and payable had such rights and remedies been permitted
to be exercised by the Trustee or any of the Noteholders.

         No provision of this Guarantee or any Note or of this Indenture shall
alter or impair this Guarantee of the Guarantors, each of which is absolute and
unconditional, of the due and punctual payment of the principal (and premium, if
any) and interest on the Notes upon which each of the Guarantee is endorsed.

         Each of the Guarantors shall be subrogated to all rights of the
Noteholders under the Notes upon which this Guarantee is endorsed against the
Company in respect of any amounts paid by each of the Guarantors on account of
such Note pursuant to the provisions of this



                                       68
<PAGE>

Guarantee or this Indenture; provided, however, that none of the Guarantors
shall be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest on all Notes issued hereunder shall have been paid in full.

         The Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the obligations under the Notes is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference," "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

         Each of the Guarantors hereby irrevocably waives all benefits set forth
in the following provisions of the Brazilian law: article 830 (with respect to
VPAR only) and articles 827, 834, 835, 837 and 838 of the Brazilian Civil Code
and article 595 of the Brazilian Civil Procedure Code.

         No stockholder, officer, director, employer or incorporator, past,
present or future, of any of the Guarantors, as such, shall have any personal
liability under this Guarantee by reason of his, her or its status as such
stockholder, officer, director, employer or incorporator.

         SECTION 11.2 Delivery of the Guarantee. The delivery of any Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth herein on behalf of the Guarantors.

         SECTION 11.3 Guarantors May Consolidate, Etc., on Certain Terms. Except
as may be provided in Section 11.4 hereof and in Articles VI and VIII hereof,
nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of any of the Guarantors with or into the Company or any
other Guarantors or shall prevent any sale or conveyance of the property of any
of the Guarantors as an entirety or substantially as an entirety to the Company
or any other Guarantor.

         SECTION 11.4 Release of Guarantors. (a) Concurrently with any
consolidation or merger of any of the Guarantors or any sale or conveyance of
the property of any of the Guarantors as an entirety or substantially as an
entirety, in each case as permitted by Section 11.3 hereof, and upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such consolidation, merger, sale or conveyance was made in
accordance with Section 11.3 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any such Guarantor from
its obligations under the Guarantee endorsed on the Notes and under this Article
XI.



                                       69
<PAGE>

         (b) Concurrently with the defeasance of the Notes under Section 10.2
hereof or the covenant defeasance of the Notes under Section 10.3 hereof, each
of the Guarantors shall be released from all of its obligations under the
Guarantee endorsed on the Notes and under this Article XI.

                                  ARTICLE XII

                          PLEDGE OF INTERCOMPANY BONDS

         SECTION 12.1 Security Interest. In order to secure the full and
punctual payment of, and the performance by the Company and each of the
Guarantors of, the Secured Obligations when and as the same shall become due and
payable, at the Stated Maturity, in accordance with the terms of the Notes and
this Indenture owing from time to time to the Noteholders in accordance with the
terms of the Notes and this Indenture and to secure the performance of all
obligations of the Company and the Guarantors to the Trustee on behalf of the
Noteholders under this Article XII, the Company hereby grants, assigns and
pledges to the Trustee, for the benefit of the Noteholders, a security interest
in the Collateral.

         SECTION 12.2 Delivery of the Collateral. The Company instructs the
Trustee on behalf of the Noteholders to retain possession of the Notes hereof,
either directly or through any financial intermediary of the Trustee's choice,
and to hold the Collateral as security as provided herein.

         SECTION 12.3 Lien of Collateral. The Lien granted pursuant to this
Article XII constitutes a valid, perfected first priority lien on the
Collateral, enforceable as such against all creditors of the Company and any
Persons purporting to purchase any Collateral from the Company. Notwithstanding
the foregoing, the Trustee has no responsibility for the validity, perfection,
priority or enforceability of the Lien provided for by this Article XII and
shall have no obligation to take any action to procure or maintain such
validity, perfection, priority or enforceability.

         SECTION 12.4 Certain Covenants Relating to the Pledge of Intercompany
Bonds. The Company covenants and agrees with the Trustee that, from and after
the date hereof until the Secured Obligations are paid and satisfied in full:

         (a) without the prior written consent of the Trustee, the Company will
     not (i) sell, assign, transfer, exchange or otherwise dispose of, or grant
     any option with respect to, the Collateral, or (ii) create, incur or permit
     to exist any Lien or option in favor of, or any claim of any Person with
     respect to, any of the Collateral, or any interest therein, except for the
     Lien provided for by this Article XII. The Company will defend the right,
     title and interest of the Trustee in and to the Collateral against the
     claims and demands of all Persons whomsoever;

         (b) at any time and from time to time, upon the written request of the
     Trustee, and at the sole expense of the Company, the Company will promptly
     and duly execute and deliver such further instruments and documents and
     take such further actions as the Trustee may reasonably request for the
     purposes of obtaining or preserving the full



                                       70
<PAGE>

     benefits of this Article XII and of the rights and powers herein granted.
     If any amount payable under or in connection with any of the Collateral
     shall be or become evidenced by any promissory note, other instrument or
     chattel paper, such note, instrument or chattel paper shall be immediately
     delivered to the Trustee, duly endorsed in a manner satisfactory to the
     Trustee, to be held as Collateral pursuant to this Article XII; and

         (c) the Company agrees to pay, and to save the Trustee harmless from,
     any and all liabilities with respect to, or resulting from, any delay in
     paying, any and all stamp, excise, sales or other taxes which may be
     payable or determined to be payable with respect to any of the Collateral
     or in connection with any of the transactions contemplated by this Article
     XII.

         SECTION 12.5 Certain Rights upon Default. If an Event of Default shall
occur and be continuing, subject to the enforceability of such rights under
applicable law and as recognized by the courts of the jurisdiction in which any
such proceeding is being conducted, the Trustee shall be entitled to:

         (a) all of the rights and remedies with respect to the Collateral of a
     secured party under the Uniform Commercial Code (whether or not said Code
     is in effect in the jurisdiction where the rights and remedies are
     asserted) and such additional rights and remedies to which a secured party
     is entitled under the laws in effect in any jurisdiction where any rights
     and remedies hereunder may be asserted, including, without limitation, the
     right, to the maximum extent permitted by law, to exercise all powers of
     ownership pertaining to the Collateral as if the Trustee were the sole and
     absolute owner thereof (and the Company agrees to take all such action as
     may be appropriate to give effect to such right);

         (b) exercise such rights and remedies under the Intercompany Bonds and
     the Intercompany Guarantees as if it were the holder or the beneficiary
     thereof; and

         (c) the right to liquidate any Collateral held by the Trustee through
     one or more public or private sales or other dispositions with such notice,
     if any, as may be required under applicable law, free from any claim or
     right of any nature whatsoever of the Company, including any equity or
     right of redemption by the Company (with the Trustee having the right to
     purchase any or all of the Collateral to be sold) and to apply the proceeds
     (or the cash equivalent thereof) from the liquidation of the Collateral to
     any amounts payable by the Company with respect to any Secured Obligations
     in that order as the Trustee may elect.

         SECTION 12.6 Attorney-in-Fact. Without limiting any rights or powers
granted by this Article XII to the Trustee while no Event of Default has
occurred and is continuing, upon the occurrence and during the continuance of
any Event of Default, the Trustee is hereby irrevocably appointed the
attorney-in-fact of the Company for the purpose of carrying out the provisions
of this Article XII and taking any action and executing any instruments which
the Trustee may reasonably deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the
Trustee shall have the right and power, while an



                                       71
<PAGE>

Event of Default has occurred and is continuing, to exercise such rights and
remedies under the Collateral, including, without limitation, directing any
party liable for any payment under any of the Collateral to make payment of any
and all moneys due or to become due thereunder directly to the Trustee on behalf
of the Noteholders, including, without limitation, any principal and premium, if
any, or interest, including any Additional Amounts, if any, as if the Trustee
were the holder or beneficiary thereof.




                                       72
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, and the Trustee has caused its seal to be hereunto
affixed and attested, all as of the day and year first above written.


                            VOTO-VOTORANTIM OVERSEAS
                              TRADING OPERATIONS II LIMITED


                            By: /s/   Luis Eduardo P. Martins Pereira
                               -------------------------------------------------
                               Name:  Luis Eduardo P. Martins Pereira
                               Title: Attorney-in-Fact


                            VOTORANTIM PARTICIPACOES S.A.,
                              as Guarantor


                            By:/s/    Marcos Arruda
                               -------------------------------------------------
                               Name:  Marcos Arruda
                               Title: Director


                            By:/s/    Nelson Shimada
                               -------------------------------------------------
                               Name:  Nelson Shimada
                               Title: Director


                           VOTORANTIM CELULOSE E PAPEL S.A.,
                             as Guarantor


                            By:/s/    Raul Calfat
                               -------------------------------------------------
                               Name:  Raul Calfat
                               Title: Chief Executive Officer


                            By:/s/    Valdir Roque
                               -------------------------------------------------
                               Name:  Valdir Roque
                               Title: Chief Financial Officer


                            CIMENTO RIO BRANCO S.A.,
                              as Guarantor


                            By: /s/   Osmar A. Migdaleski
                               -------------------------------------------------
                               Name:  Osmar A. Migdaleski
                               Title: Chief Financial Officer

                            By:/s/    Luiz Alberto de Castro Santos
                               -------------------------------------------------
                               Name:  Luiz Alberto de Castro Santos
                               Title: Director

<PAGE>

                            JPMORGAN CHASE BANK,
                              as Trustee


                            By:/s/    Lesley Daley
                               -------------------------------------------------
                               Name:  Lesley Daley
                               Title: Trust Officer



                            J.P. MORGAN TRUST BANK LTD.,
                               as Principal Paying Agent


                            By:/s/    Carl Baldry
                               -------------------------------------------------
                               Name:  Carl Baldry
                               Title: Assistant Vice President



                            JPMORGAN CHASE BANK,
                              LONDON BRANCH,
                              as Paying Agent


                            By:/s/    Carl Baldry
                               -------------------------------------------------
                               Name:  Carl Baldry
                               Title: Assistant Vice President



                            J.P. MORGAN BANK LUXEMBOURG, S.A.,
                               as Paying Agent


                            By:/s/    Carl Baldry
                               -------------------------------------------------
                               Name:  Carl Baldry
                               Title: Assistant Vice President




<PAGE>


                                                                       EXHIBIT A

                      FORM OF FACE OF TEMPORARY GLOBAL NOTE

THIS TEMPORARY GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). NEITHER THIS TEMPORARY
GLOBAL NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO ANY U.S. PERSON UNLESS AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED
               (incorporated under the laws of the Cayman Islands)

                              TEMPORARY GLOBAL NOTE
                                  representing
                                      $[ ]

                               [ ]% NOTES DUE 2005


                                                ISIN Number: XS01730011310

                                                Common Code Number: 017300113

         Voto-Votorantim Overseas Trading Operations II Limited, a limited
liability company organized under the laws of the Cayman Islands (herein called
the "Company") for value received, hereby promises to pay the bearer of this
Temporary Global Note, upon presentation and surrender hereof, the aggregate
nominal amount of the Notes designated above (the "Notes") (or such lower amount
as shall be shown by the latest entry in the third column of the Schedule I
hereto) on the Maturity Date stated herein or on the Interest Payment Date (as
defined in the Indenture). This Note is being issued pursuant to an Indenture
dated as of July 28, 2003 (the "Indenture") among the Company, the Guarantors,
JP Morgan Chase Bank, as trustee (the "Trustee"), JPMorgan Chase Bank, London
Branch, and J.P. Morgan Bank Luxembourg S.A., as paying agents (together, the
"Paying Agents"), and J.P. Morgan Trust Bank Ltd., as principal paying agent
(the "Principal Paying Agent").

         Interests in this Temporary Global Note are exchangeable in accordance
with the terms and conditions hereof for interests in the Permanent Global Note
(the "Permanent Global Note") in bearer form without coupons and, until so
exchanged, are subject to the Indenture. Subject to the terms and conditions
hereof, the Company hereby irrevocably undertakes to deliver the Permanent
Global Note in bearer form in exchange for this Temporary Global Note



                                      A-1
<PAGE>

on or after the Exchange Date. Terms referred to in the Indenture attached
hereto shall take effect as if set out on the face hereof.

         On or after the date that is 40 days after the date of issuance of this
Temporary Global Note (the "Exchange Date"), this Temporary Global Note may be
exchanged in whole or in part (free of charge to the holder) by its presentation
and, on exchange in full, surrender to or to the order of the a Paying Agent for
interests in the Permanent Global Note in an aggregate nominal amount equal to
the nominal amount of this Temporary Global Note submitted for exchange and,
provided that (i) each holder shall have delivered to the Trustee a certificate
in the form and substance of Schedule II hereto and (ii) the relevant Paying
Agent shall have received a certificate from Euroclear Bank S.A./N.V. as
operator of the Euroclear System ("Euroclear") or Clearstream Banking, societe
anonyme ("Clearstream, Luxembourg") substantially in the form attached hereto as
Schedule III.

         Reference is hereby made to the further provisions of this Note set
forth in the Indenture, which further provisions shall for all purposes have the
same effect as if set forth in this Note.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      A-2
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated: July ___, 2003



                            VOTO-VOTORANTIM OVERSEAS
                              TRADING OPERATIONS II LIMITED


                            By:
                               -------------------------------------------------
                               Name:
                               Title:





                                      A-3
<PAGE>



         This is one of the Notes with the Guarantee referred to in the
within-mentioned Indenture.


                              JPMORGAN CHASE BANK,
                                   as Trustee


                            By:
                               -------------------------------------------------
                                         Authorized Signatory




                                      A-4
<PAGE>



         VPAR, VCP and CRB jointly, severally, unconditionally and irrevocably
guarantee the due and punctual payment of all sums from time to time payable in
respect of the Notes as set forth in the Indenture; provided that the liability
of each of VCP and CRB under their respective guarantees will be limited to 50%
of the Outstanding amount of the Notes.


                              VOTORANTIM PARTICIPACOES S.A.


                            By:
                               -------------------------------------------------
                               Name:
                               Title:


                            By:
                               -------------------------------------------------
                               Name:
                               Title:



                            VOTORANTIM CELULOSE E PAPEL S.A.


                            By:
                               -------------------------------------------------
                               Name:
                               Title:


                            By:
                               -------------------------------------------------
                               Name:
                               Title:



                             CIMENTO RIO BRANCO S.A.


                            By:
                               -------------------------------------------------
                               Name:
                               Title:


                            By:
                               -------------------------------------------------
                               Name:
                               Title:







                                      A-5
<PAGE>



                                   SCHEDULE I

              EXCHANGES FOR INTERESTS IN THE PERMANENT GLOBAL NOTE

The following exchanges of interests in this Temporary Global Note for Interests
in the Permanent Global Note have been made:

<TABLE>
<CAPTION>
                                        Portion of
                                      nominal amount
                                          of this
                                   Temporary Global Note
                                         exchanged            Remaining nominal amount
                                       for interests          of this Temporary Global         Notation made by
                                     in the Permanent              Note following              or on behalf of a
Date of Exchange                        Global Note                 such exchange                Paying Agent
----------------                   ----------------------     -------------------------        ------------------
<S>                                <C>                        <C>                              <C>


</TABLE>


                                      A-6
<PAGE>


                                   SCHEDULE II

                      Form of Accountholder's Certification

             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED

                      (incorporated in the Cayman Islands)

                                  US$__________

                               __% Notes due 2005

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Notes held by you for our account (i) are owned by persons
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
persons"), (ii) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for
their own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Company or the
Company's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Notes is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such financial institution
has not acquired the Notes for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

If the Notes are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the United States Securities Act of 1933 (the "Act"), then
this is also to certify that, except as set forth below, the Notes are
beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased
the Notes in transactions which did not require registration under the Act. As
used in this paragraph the term "U.S. person" has the meaning given to it by
Regulation S under the Act.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by facsimile on or prior to the date on
which you intend to submit your certification relating to the Notes held by you
for our account in accordance with your operating procedures if any applicable
statement herein is not correct on such date, and in



                                      A-7
<PAGE>

the absence of any such notification it may be assumed that this certification
applies as of such date.

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

Date: [    ], 2003

[       ](1)



As, or as agent for,
the beneficial owner(s) of the Notes
to which this certificate relates.

By:  _____________________________
     Authorized Signatory





-------------------------------------
(1) Insert name of account-holder


                                      A-8
<PAGE>



                                  SCHEDULE III

                   Form of Euroclear/Clearstream Certification

             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED

                      (incorporated in the Cayman Islands)

                                 US$___________

                               __% Notes due 2005


This is to certify that, based solely on certifications we have received in
writing, by facsimile or mail from member organizations appearing in our records
as persons being entitled to a portion of the principal amount set forth below
(our "Member Organizations") substantially to the effect set forth in the
Indenture, as of the date hereof, US$________ principal amount of the
above-captioned Notes (i) is owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Company or the Company's agent that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.

If the Notes are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the United States Securities Act of 1933 (the "Act"), then
this is also to certify with respect to the principal amount of Notes set forth
above that, except as set forth below, we have received in writing, by tested
telex or by electronic transmission, from our Member Organizations entitled to a
portion of such principal amount, certifications with respect to such portion
substantially to the effect set forth in the Indenture.

We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the Temporary Global Note excepted in such certifications and (ii)
that as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for


                                      A-9
<PAGE>

exchange (or, if relevant, exercise of any rights or collection of any interest)
are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

Dated: [    ], 2003

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
Brussels Office,
as operator of the Euroclear System

or

CLEARSTREAM

By:
   --------------------------------------
   Authorized signatory







                                      A-10
<PAGE>



                                                                       EXHIBIT B

                      FORM OF FACE OF PERMANENT GLOBAL NOTE

         ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986.


             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED
               (incorporated under the laws of the Cayman Islands)

                              PERMANENT GLOBAL NOTE
                                  representing
                                      $[ ]

                               [ ]% NOTES DUE 2005


                                                ISIN Number: XS01730011310

                                                Common Code Number: 017300113

         Voto-Votorantim Overseas Trading Operations II Limited, a limited
liability company organized under the laws of the Cayman Islands (herein called
the "Company") for value received, hereby promises to pay the bearer of this
Permanent Global Note, upon presentation and surrender hereof, the aggregate
nominal amount of the Notes designated above (the "Notes") (or such lower amount
as shall be shown by the latest entry in the third column of the Schedule I
hereto) on the Maturity Date stated herein or on the Interest Payment Date (as
defined in the Indenture). This Note is being issued pursuant to an Indenture
dated as of July 28, 2003 (the "Indenture") among the Company, the Guarantors,
JP Morgan Chase Bank, as trustee (the "Trustee"), JPMorgan Chase Bank, London
Branch, and J.P. Morgan Bank Luxembourg S.A., as paying agents (together, the
"Paying Agents"), and J.P. Morgan Trust Bank Ltd., as principal paying agent
(the "Principal Paying Agent").

         The aggregate nominal amount from time to time of this Permanent Global
Note shall be that amount shown by the latest entry made by or on behalf of the
Trustee in the second column of Schedule III hereto, being such amount not
exceeding the nominal amount as shall be shown in the latest entry in the fourth
column of Schedule I hereto, which shall be completed by or on behalf of the
Trustee upon any exchange of the whole or a part of the Temporary Global Note
initially representing the Notes for a corresponding interest herein, as shall
be shown by the latest entry made by or on behalf of the Trustee in the second
column of Schedule II hereto.

         Reference is hereby made to the further provisions of this Note set
forth in the Indenture, which further provisions shall for all purposes have the
same effect as if set forth in this Note.



                                      B-1
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      B-2
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Issue date:


                            VOTO-VOTORANTIM OVERSEAS
                              TRADING OPERATIONS II LIMITED


                            By:
                               -------------------------------------------------
                               Name:
                               Title:




                                      B-3
<PAGE>

This is one of the Notes with the Guarantee referred to in the within-mentioned
Indenture.


                              JPMORGAN CHASE BANK,
                                   as Trustee


                              By:
                                 -----------------------------------------------
                                        Authorized Signatory





                                      B-4
<PAGE>



         VPAR, VCP and CRB jointly, severally, unconditionally and irrevocably
guarantee the due and punctual payment of all sums from time to time payable in
respect of the Notes as set forth in the Indenture; provided that the liability
of each of VCP and CRB under their respective guarantees will be limited to 50%
of the Outstanding amount of the Notes.


                                 VOTORANTIM PARTICIPACOES S.A.


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                 VOTORANTIM CELULOSE E PAPEL S.A.


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                 CIMENTO RIO BRANCO S.A.


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:




                                      B-5
<PAGE>



                                   SCHEDULE I

              EXCHANGES FOR INTERESTS IN THE PERMANENT GLOBAL NOTE

The following exchanges of interests in the Temporary Global Note for interests
in this Permanent Global Note have been made:
<TABLE>
<CAPTION>

                                                      Portion of
                                                    nominal amount        Nominal amount
                                                        of the                 of this
                                                   Temporary Global         Permanent
                                                   Note remaining           Global Note         Notation made by
                         Nominal amount being         following           following such        or on behalf of a
Date of Exchange               exchanged            such exchange            exchange             Paying Agent
----------------         ---------------------    ------------------     -----------------      ------------------
<S>                      <C>                      <C>                    <C>                    <C>


</TABLE>

                                      B-6
<PAGE>




                                   SCHEDULE II

             REDEMPTION/PURCHASE/CANCELLATION/EXCHANGE OF INTERESTS
                    REPRESENTED BY THIS PERMANENT GLOBAL NOTE

Reductions in the nominal amount of this Permanent Global Note following
redemption or the purchase and cancellation of Notes are entered in the second
column below:

<TABLE>
<CAPTION>

Date of                                                                                   Notation made by or on
redemption/ purchase/               Amount of                                             behalf of the European
cancellation/exchange          reduction/increase      Reason for reduction/increase     Issuing and Paying Agent
---------------------         --------------------   --------------------------------  ----------------------------
<S>                           <C>                    <C>                               <C>


</TABLE>




                                      B-7
<PAGE>


                                  SCHEDULE III

                  NOMINAL AMOUNT OF THIS PERMANENT GLOBAL NOTE

The following sets out the nominal amount from time to time of the Notes to
which this Permanent Global Note relates following the exchanges, redemptions,
purchases and cancellations entered in Schedules I and II hereto:

           Nominal amount of this
           Permanent Global Note        Notation made by or on behalf of
Date        following such event      the European Issuing and Paying Agent
----      ------------------------   ---------------------------------------





                                      B-8
<PAGE>



                                   SCHEDULE IV

           INTEREST PAYMENTS IN RESPECT OF THIS PERMANENT GLOBAL NOTE

The following payments of interest in respect of this Permanent Global Note have
been made:

                                           Notation made by or on behalf of
Date made       Amount of interest       the European Issuing and Paying Agent
---------       ------------------       -------------------------------------



                                      B-9
<PAGE>


                                                                       EXHIBIT C

                     FORM OF FACE OF DEFINITIVE BEARER NOTE

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE
OF 1986.


             VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS II LIMITED
               (incorporated under the laws of the Cayman Islands)

                             DEFINITIVE BEARER NOTE
                                  representing
                                      $[ ]

                               [ ]% NOTES DUE 2005


                                      ISIN Number:
                                                  ------------------------------

                                      Common Code Number:
                                                         -----------------------

         Voto-Votorantim Overseas Trading Operations II Limited, a limited
liability company organized under the laws of the Cayman Islands (herein called
the "Company") for value received, hereby promises to pay the bearer of this
Definitive Bearer Note, upon presentation and surrender hereof, the aggregate
nominal amount of the Notes designated above (the "Notes") (or such lower amount
as shall be shown by the latest entry in the third column of the Schedule I
hereto) on the Maturity Date stated herein or on the Interest Payment Date (as
defined in the Indenture). This Note is being issued pursuant to an Indenture
dated as of July 28, 2003 (the "Indenture") among the Company, the Guarantors,
JP Morgan Chase Bank, as trustee (the "Trustee"), JPMorgan Chase Bank, London
Branch, and J.P. Morgan Bank Luxembourg S.A., as paying agents (together, the
"Paying Agents"), and J.P. Morgan Trust Bank Ltd., as principal paying agent
(the "Principal Paying Agent").

         Reference is hereby made to the further provisions of this Note set
forth in the Indenture, which further provisions shall for all purposes have the
same effect as if set forth in this Note.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      C-1
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:


                              VOTO-VOTORANTIM OVERSEAS
                                TRADING OPERATIONS II LIMITED


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:



                                      C-2
<PAGE>


         This is one of the Notes with the Guarantee referred to in the
within-mentioned Indenture.


                              JPMORGAN CHASE BANK,
                                as Trustee


                              By:
                                  ----------------------------------------------
                                              Authorized Signatory




                                      C-3
<PAGE>



         VPAR, VCP and CRB jointly, severally, unconditionally and irrevocably
guarantee the due and punctual payment of all sums from time to time payable in
respect of the Notes as set forth in the Indenture; provided that the liability
of each of VCP and CRB under their respective guarantees will be limited to 50%
of the Outstanding amount of the Notes.


                               VOTORANTIM PARTICIPACOES S.A.


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:

                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               VOTORANTIM CELULOSE E PAPEL S.A.


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:

                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               CIMENTO RIO BRANCO S.A.


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                                      C-4