**Exhibit 4.4.2**

**EXECUTION VERSION**

RESTATED

$102,000,000

PRE-EXPORT FINANCE AGREEMENT

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

for

**VOTORANTIM CELULOSE E PAPEL S.A.**

arranged by

**ABN AMRO BANK N.V.  and BANCO SANTANDER CENTRAL HISPANO S.A., LONDON BRANCH**

with

**ABN AMRO BANK N.V.**

as Agent and Trustee

----

**CONTENTS**

| 1.     | Definitions   And Interpretation             |   | 5      |
|--------|----------------------------------------------|--------|--------|
|   |                                         |   |   |
| 2.     | Loan   Amounts                               |   | 19     |
|   |                                         |   |   |
| 3.     | Purpose                                      |   | 20     |
|   |                                         |   |   |
| 4.     | Repayment                                    |   | 21     |
|   |                                         |   |   |
| 5.     | Prepayment                                   |   | 21     |
|   |                                         |   |   |
| 6.     | Interest                                     |   | 22     |
|   |                                         |   |   |
| 7.     | Interest   Periods                           |   | 23     |
|   |                                         |   |   |
| 8.     | Changes   To The Calculation Of Interest     |   | 24     |
|   |                                         |   |   |
| 9.     | Not   Used                                   |   | 24     |
|   |                                         |   |   |
| 10.    | Tax   Gross-Up And Indemnities               |   | 24     |
|   |                                         |   |   |
| 11.    | Increased   Costs                            |   | 26     |
|   |                                         |   |   |
| 12.    | Other   Indemnities                          |   | 27     |
|   |                                         |   |   |
| 13.    | Mitigation   By The Lenders                  |   | 28     |
|   |                                         |   |   |
| 14.    | Costs   And Expenses                         |   | 29     |
|   |                                         |   |   |
| 15.    | Guarantee   And Indemnity                    |   | 29     |
|   |                                         |   |   |
| 16.    | Representations                              |   | 32     |
|   |                                         |   |   |
| 17.    | Information   Undertakings                   |   | 37     |
|   |                                         |   |   |
| 18.    | Financial   Covenants                        |   | 40     |
|   |                                         |   |   |
| 19.    | General   Undertakings                       |   | 40     |
|   |                                         |   |   |
| 20.    | Debt   Service Undertakings                  |   | 46     |
|   |                                         |   |   |
| 21.    | Events   Of Default                          |   | 48     |
|   |                                         |   |   |
| 22.    | Changes   To The Lenders                     |   | 53     |
|   |                                         |   |   |
| 23.    | Changes   To The Obligors                    |   | 56     |
|   |                                         |   |   |
| 24.    | Role   Of The Agent And The Arrangers        |   | 56     |
|   |                                         |   |   |
| 25.    | Role   Of Trustee                            |   | 62     |
|   |                                         |   |   |
| 26.    | Conduct   Of Business By The Finance Parties |   | 68     |
|   |                                         |   |   |
| 27.    | Sharing   Among The Finance Parties          |   | 68     |
|   |                                         |   |   |
| 28.    | Payment   Mechanics                          |   | 70     |
|   |                                         |   |   |
| 29.    | Set-Off                                      |   | 72     |
|   |                                         |   |   |
| 30.    | Application   Of Proceeds                    |   | 72     |
|   |                                         |   |   |
| 31.    | Notices                                      |   | 74     |
|   |                                         |   |   |
| 32.    | Calculations   And Certificates              |   | 76     |
|   |                                         |   |   |
| 33.    | Partial   Invalidity                         |   | 76     |
|   |                                         |   |   |
| 34.    | Remedies   And Waivers                       |   | 76     |

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| 35.    | Amendments   And Waivers |   | 77     |
|--------|--------------------------|--------|--------|
|   |                     |   |   |
| 36.    | Counterparts             |   | 77     |
|   |                     |   |   |
| 37.    | Governing   Law          |   | 78     |
|   |                     |   |   |
| 38.    | Enforcement              |   | 78     |

| Schedule   1 |   | The   Existing Lenders                      |   | 79     |
|--------------|--------|---------------------------------------------|--------|--------|
|         |   |                                        |   |   |
| Schedule   2 |   | Form   Of Transfer Certificate              |   | 80     |
|         |   |                                        |   |   |
| Schedule   3 |   | Form   Of Compliance Certificate            |   | 82     |
|         |   |                                        |   |   |
| Schedule   4 |   | Payment   Dates                             |   | 83     |
|         |   |                                        |   |   |
| Schedule   5 |   | Initial   Buyers                            |   | 84     |
|         |   |                                        |   |   |
| Schedule   6 |   | Form   Of Irrevocable Payment Instructions  |   | 85     |
|         |   |                                        |   |   |
| Schedule   7 |   | Form   Of Sales Contract Designation Notice |   | 86     |

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| **THIS AGREEMENT** is dated 27   September 2006 and made between: |
|-------------------------------------------------------------------|
|                                                              |   |
| (1)                                                               | **VOTORANTIM CELULOSE E PAPEL S.A.**, a   company incorporated under the laws of the Federative Republic of Brazil,   having its principal place of business located at Alameda Santos, 1357 – 7,   São Paulo – SP, enrolled with the CNPJ/MF under number 60.643.228/0001-21, as   borrower (the “**Borrower**”); |
|                                                              |   |
| (2)                                                               | **VCP OVERSEAS HOLDING LTD. BUDAPEST**, **BAAR BRANCH**, a branch of VCP Overseas   Holding KFT (a company organised under the laws of Hungary), licensed in the   commercial register of the canton of Zug, Switzerland, as guarantor (the “**Guarantor**”); |
|                                                              |   |
| (3)                                                               | **ABN AMRO BANK N.V.** and **BANCO SANTANDER CENTRAL HISPANO S.A., LONDON BRANCH**,   as arrangers (the “**Arrangers**”); |
|                                                              |   |
| (4)                                                               | **THE FINANCIAL INSTITUTIONS** listed   in Schedule 1 as Lenders (the “**Existing   Lenders**”); |
|                                                              |   |
| (5)                                                               | **ABN AMRO BANK N.V.**, as agent of the   other Finance Parties (the “**Agent**”);   and |
|                                                              |   |
| (6)                                                               | **ABN AMRO BANK N.V.** as trustee for the   Secured Parties (the “**Trustee**”). |
|                                                              |   |
| **BACKGROUND:**                                                   |
|                                                              |   |
| (A)                                                               | The   Syndicated Loan (as defined below) is outstanding from the Borrower to the   Existing Lenders. |
|                                                              |   |
| (B)                                                               | The   parties hereto wished to restate the terms and conditions upon which the   Syndicated Loan (as defined below) are outstanding in relation to, in   particular (but without limitation), pricing and tenor. |
|                                                              |   |
| (C)                                                               | The   Borrower has entered or will enter into one or more purchase agreements with   the Guarantor, pursuant to which the Borrower will sell or cause to sell   goods from Brazil to the Gurantor. |
|                                                              |   |
| (D)                                                               | The   Guarantor has entered into or will enter into one or more sales agreements   with third party buyers, pursuant to which the Guarantor will sell or cause   to sell goods supplied by the Borrower to such third party buyers, the   proceeds of which sales are intended to be used to repay the Syndicated Loan   (as defined below). |
|                                                              |   |
| (E)                                                               | The   Guarantor will provide a guarantee with respect to the liabilities and   obligations of the Borrower in the form contained in Clause 15 (*Guarantee and Indemnity*) of this   Agreement. |
|                                                              |   |
| (F)                                                               | The   Guarantor has agreed to assign to the Trustee, for the benefit of the Secured   Parties (as defined below) certain deposits and sales receivables pursuant to   the Security Documents (as defined below). |
|                                                              |   |
| (G)                                                               | Accordingly,   the parties have entered into the Restatement Agreement (as defined below) in   order to restate the terms and conditions upon which the Syndicated Loan (as   defined below) are outstanding on the terms and conditions of this Agreement   and to give effect to the wishes described in paragraphs (B), (C), (D), (E)   and (F) above as of the Restatement Date (as defined below). |

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| **IT IS AGREED** as follows: |
|------------------------------|
|                         |   |
| 1.                           | **DEFINITIONS AND INTERPRETATION** |
|                         |   |
| 1.1                          | **Definitions** |
|                         |   |
|                         | In   this Agreement: |
|                         |   |
|                         | “**A Loan**” means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed “A Loan” in Schedule 1 (*The Existing Lenders*) or the principal   amount outstanding for the time being of that loan. |
|                         |   |
|                         | “**A Loan Interest Payment Date**” means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (*Payment Dates*) as   an Interest Payment Date. |
|                         |   |
|                         | “**A Loan Repayment Date**” means each of the   Interest Payment Dates set out in Schedule 4 (*Payment Dates*) on which an amount of principal specified   in the column headed “A Loan Principal Payment Amount” is to be repaid on the   A Loan. |
|                         |   |
|                         | “**Aggregate Sales Value**” means, with   respect to any Coverage Period, the amount which is the aggregate of the   Sales Value of each Sales Contract for that Coverage Period. |
|                         |   |
|                         | “**Affiliate**” means, in relation to any   Person, a Subsidiary of that Person or a Holding Company of that Person or   any other Subsidiary of that Holding Company. |
|                         |   |
|                         | “**Applicable Law**” means any applicable   statute, law, regulation, ordinance, rule, judgment, rule of common law,   order, decree, approval (including any Governmental Approval), concession,   grant, franchise, license, agreement, directive, guideline, policy,   requirement or other governmental restriction or any similar form of decision   of, or determination by (or any interpretation or administration of any of   the foregoing by), any Governmental Authority, whether in effect as of the   date hereof or hereafter. |
|                         |   |
|                         | “**Assignment Agreement**” means the assignment   agreement dated the Restatement Date between the Guarantor as assignor and   the Trustee as assignee. |
|                         |   |
|                         | “**Authorisation**” means an authorisation,   consent, approval, resolution, licence, exemption, filing, notarisation or   registration. |
|                         |   |
|                         | “**B Loan**” means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed “B Loan” in Schedule 1 (*The Existing Lenders*) or the principal   amount outstanding for the time being of that loan. |
|                         |   |
|                         | “**B Loan Interest Payment Date**” means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (*Payment Dates*) as   an Interest Payment Date. |

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|   |                                                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | “**B Loan Repayment Date**” means each of the   Interest Payment Dates set out in Schedule 4 (*Payment Dates*) on which an amount of principal specified   in the column headed “B Loan Principal Payment Amount” is to be repaid on the   B Loan.                                      |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**Brazil**” means the Federative Republic of   Brazil.                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**Break Costs**” means the amount (if any) by   which:                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | (a)                                                                                                                                                                                                                                                                                                         | the   interest which a Lender should have received for the period from the date of   receipt of all or any part of a Loan or Unpaid Sum to the last day of the   current Interest Period in respect of that Loan or Unpaid Sum, had the   principal amount or Unpaid Sum received been paid on the last day of that   Interest Period; |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | exceeds:                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                        |
|   | (b)                                                                                                                                                                                                                                                                                                         | the   amount which that Lender would be able to obtain by placing an amount equal   to the principal amount or Unpaid Sum received by it on deposit with a   leading bank in the Relevant Interbank Market for a period starting on the   Business Day following receipt or recovery and ending on the last day of the   current Interest Period, |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | provided   that for the purpose of paragraph (a) above, the interest which a Lender   should have received for any period shall be calculated on the basis that the   relevant Lender should not have received the Margin element of such interest   for such period.                                       |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**Business Day**” means a day (other than a Saturday   or Sunday) on which banks are open for general business in Amsterdam, New   York and São Paulo.                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**Buyer**” means each of:                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                         | the   Persons listed in Schedule 5 (*Initial   Buyers*); |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                         | any   Covered Buyer; |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                                                                                                         | any   Payment Pre-shipment Buyer; and |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | (d)                                                                                                                                                                                                                                                                                                         | any   other Person or Persons agreed between the Borrower and the Agent to be a   “Buyer”. |
|   |                                                                                                                                                                                                                                                                                                        |   |
|   | “**C Loan**” means the term loan being the   aggregate of the principal amounts outstanding to each Existing Lender set   opposite its name in the column headed “C Loan” in Schedule 1 (*The Existing Lenders*) or the principal   amount outstanding for the time being of that loan. |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**C Loan Interest Payment Date**” means 13   November 2006, the Consolidation Date and each of the dates specified in   Schedule 4 (*Payment Dates*) as   an Interest Payment Date.                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                        |
|   | “**C Loan Repayment Date**” means each of the   Interest Payment Dates set out in Schedule 4 (*Payment Dates*) on which an amount of principal specified   in the column headed “C Principal Payment Amount” is to be repaid on the C   Loan.                                           |

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|   | “**Capital Lease Obligations**” means, as to a   Person, the obligations of such Person to pay rent or other amounts under a   lease of (or other agreement conveying the right to use) real and/or personal   property, which obligations are required to be classified and accounted for   as a capital lease on a balance sheet of such Person under GAAP and, for the   purposes of this Agreement, the amount of such obligations shall be the   capitalised amount thereof determined in accordance with GAAP. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “**Capital Stock**” means, as to any Person,   any and all shares, interests, participations, quotas or other equivalents   (however designated) of capital stock of a corporation, any and all ownership   interests in a Person other than a corporation and any and all warrants or   options to purchase any of the foregoing.                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “**Cash Equivalents**” means any of the   following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | readily   marketable direct obligations of the government of the United States of   America or any agency or instrumentality thereof or obligations   unconditionally guaranteed by the full faith and credit of the government of   the United States; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | insured   certificates of deposit of or time deposits with a Lender or a member of the   Federal Reserve System, which member issues (or the parent of which member   issues) commercial paper rated as described in paragraph (c) below, is   organised under the laws of the United States of America or any State (or the   District of Colombia) thereof and has a combined capital surplus of at least   $1,000,000,000,000; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | commercial   paper in an aggregate amount of no more than $10,000,000 per issue   outstanding at any time, issued by any corporation organised under the laws   of any State (or the District of Colombia) of the United States of America   and rated at least “Prime-1” (or the then equivalent grade) by Moody’s and   “A-1” (or the then equivalent grade) by S&P; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | other   investments considered as cash equivalents under GAAP. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | “**Collection Account**” means the dollar   account with ABN AMRO Bank N.V. in Amsterdam in the name of the Guarantor   with account number 56.42.26.815 USD (and any other renewal or redesignation   thereof) or such other account as may be designated as the “Collection   Account” from time to time by the Trustee.                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “**Collection Account Amount**” means, at any   time, the amount then standing to the credit of the Collection Account.                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “**Collection Account Security Agreement**”   means the Collection Account pledge agreement governed by the laws of The   Netherlands dated the Restatement Date between the Guarantor as pledgor and   the Trustee as pledgee, pursuant to which the Guarantor grants a security   interest over, *inter alia*, all   amounts standing to the credit of the Collection Account in favour of the   Trustee to secure each of the Obligor’s obligations under the Finance   Documents.                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “**Compliance Certificate**” means a   certificate substantially in the form set out in Schedule 3 (*Form of Compliance Certificate*).                                                                                                                                                                                                                                                                                                                                                                               |

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|   | “**Confidentiality Undertaking**” means a   confidentiality undertaking substantially in the then current recommended   form of the LMA or in any form agreed between the Borrower and the Agent.                                                                                                                                                                                       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Consolidated Net Tangible Assets**” means,   on a consolidated basis, the Borrower’s total assets, less current   liabilities, less depreciation, amortisation and depletion, less goodwill,   trade names, trademarks, patents and other intangibles, calculated based on   the most recent balance sheet delivered by the Borrower to the Agent pursuant   to this Agreement. |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Consolidation Date”** means 20 November   2006.                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Coverage Period**” means the period commencing on the   Restatement Date and ending on the Consolidation Date and thereafter each   successive period commencing on the last day of the preceding Coverage Period   and ending on the next succeeding date specified in Schedule 4 (*Payment Dates*) as an Interest Payment   Date.                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Covered Buyer**” means any Person that   purchases Products from the Guarantor with the support of a letter or letters   of credit or an insurance policy or policies issued by a Permitted Covering   Institution covering the full amount of the purchase price due to the   Guarantor for such Products.                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Debt**” means, with respect to any Person   (determined without duplication):                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                               | all   indebtedness of such Person for borrowed money; |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                               | all   obligations of such Person for the deferred purchase price of property or   services (other than (i) trade payables (whether payable to Affiliates or   other Persons) incurred in the ordinary course of such Person’s business, but   only if and for so long as such trade payables remain payable on customary   trade terms and (ii) accrued expenses incurred in the ordinary course of   business); |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                               | all   obligations of such Person evidenced by notes, bonds, debentures or other   similar documents; |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                               | all   obligations, contingent or otherwise, of such Person in connection with any   securitization of any products, receivables or other property; |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                               | all   obligations of such Person created or arising under any conditional sale or   other title retention agreement with respect to property acquired by such   Person (even though the rights and remedies of the seller or the lender under   such agreement in an event of default are limited to repossession or sale of   such property); |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                               | all   Capital Lease Obligations and similar obligations under “synthetic leases” of   such Person; |
|   |                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                               | all   obligations, contingent or otherwise, of such Person in respect of   acceptances, letters of credit, financial guarantee insurance policies or   similar extensions of credit (excluding trade payables to the extent excluded   from paragraph (b) above); |

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|   | (h)                                                                                                                                                                                                                                                                                                                                                                                        | all   obligations of such Person to redeem, retire, defease or otherwise make any   payment in respect of any capital stock of such Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                        | all   net obligations of such Person in respect of any interest rate protection   agreement or any currency swap, cap or collar agreement or similar   arrangement entered into by such Person providing for the transfer or mitigation   of interest rate or currency risks either generally or under specific   contingencies (but without regard to any notional principal amount relating   thereto);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                        | all   Debt of other Persons of a type referred to in paragraphs (a) to (i) or paragraph   (k) that is guaranteed by such Person; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                        | all   Debt referred to in paragraphs (a) to (j) secured by (or for which the holder   of such Debt has an existing right, contingent or otherwise, to be secured   by) any Security on property of such Person even though such Person has not   assumed or become liable for the payment of such Debt,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | in   each case whether incurred as principal or as surety and whether present or   future, actual or contingent; *provided*that   “Debt” shall exclude any unsecured guarantee made for the benefit of any   Person pursuant to a vendor financing transaction for the sale of Products to   such Person and in no event shall “Debt” include any liability for Taxes. |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “**Debt Service Coverage Ratio**” means, as of   the last day of any Fiscal Semester, the ratio (expressed as a decimal) of:                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                        | the   sum of: (i) EBITDA for the two Fiscal Semesters ending on such day plus (ii)   the amount of cash on the Borrower’s consolidated balance sheet as of such   day plus (iii) the sum of, for each marketable security (including Cash   Equivalents) on the Borrower’s consolidated balance sheet as of such day,   calculated at the lower of: (A) the face value and (B) the market value of   such marketable security as of such day; to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                        | the   aggregate amount of Debt of the Borrower (on a consolidated basis) that   matured during the two Fiscal Semesters ending on such day plus the aggregate   amount of actual Interest Expense during such two Fiscal Semesters.  For the purpose of clarification, the   calculation of the Debt Service Coverage Ratio (and all components thereof)   shall be made using GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “**Debt Service Obligation**” means:                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                        | with   respect to any completed Coverage Period, the aggregate of (i) the amount of   the scheduled (i.e. without regard to any increase paid or payable under the   Finance Documents due to a prepayment (whether voluntary or otherwise))   instalment of principal (if any) which fell due for payment on the last day   of such Coverage Period and (ii) the amount of accrued interest which fell   due for payment during or on the last day of that Coverage Period; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                        | with   respect to any Coverage Period which has not yet been completed, the   aggregate of (i) the amount of the scheduled (i.e. without regard to any   increase paid or payable under the Finance Documents due to a prepayment   (whether voluntary or otherwise)) instalment of principal (if any) which will   fall due for payment on the last day of that Coverage Period and (ii) the   amount of accrued interest which will, in the absence of any unanticipated   acceleration or unanticipated prepayment of a Loan prior to the last day of   that Coverage Period, fall due for payment during or on the last day of that   Coverage Period (and for the purposes of any calculation under this part (ii)   it shall, to the extent necessary, be assumed that LIBOR applicable with   respect to any Interest Period for a Loan which has not yet commenced shall   be equal to LIBOR applicable with respect to the then current Interest Period   for that Loan). |

- 9 -

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|   | “**Default**” means an Event of Default or any   event or circumstance specified in Clause 21 (*Events of Default*) which would (with the expiry of a grace   period, the giving of notice, the making of any determination under the   Finance Documents or any combination of any of the foregoing) be an Event of   Default. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                      |
|   | “**Delegate**” means any delegate, agent,   attorney or co-trustee appointed by the Trustee.                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                      |
|   | “**Designated Subsidiary**” means any Person   which is a Subsidiary of the Borrower and accounts for 20% or more of the   total assets of the Borrower and its consolidated Subsidiaries as determined   in accordance with GAAP.                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                      |
|   | “**EBITDA**” means, during any period, the   total earnings of the Borrower (on a consolidated basis and without   duplication) before income taxes, Interest Expense, depreciation and   amortisation during such period, eliminating from the calculation of such   earnings:                                                 |
|   |                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                       | any   net income or gain (or net loss), net of any tax effect, during such period   from any extraordinary items; |
|   |                                                                                                                                                                                                                                                                                                                                      |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                       | any   interest income during such period; |
|   |                                                                                                                                                                                                                                                                                                                                      |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                       | gains   or losses during such period on the sale of property (other than the sale of   inventory in the ordinary course of business); |
|   |                                                                                                                                                                                                                                                                                                                                      |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                       | any   other extraordinary non-cash items deducted from or included in the   calculation of pre-tax net income for such period (other than items that will   require cash payments and for which an accrual or reserve has been, or is   required by GAAP to be, made); and |
|   |                                                                                                                                                                                                                                                                                                                                      |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                       | any   net income or gain (or net loss) on any foreign exchange transactions or net   monetary positions. |
|   |                                                                                                                                                                                                                                                                                                                                      |   |
|   | “**Environmental Claim**” means any claim,   proceeding or investigation by any Person in respect of any Environmental   Law.                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                      |
|   | “**Environmental Law**” means any applicable   law in any jurisdiction in which any member of the Group conducts business   which relates to the pollution or protection of the environment or harm to or   the protection of human health or the health of animals or plants.                                                  |

- 10 -

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

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | net   payments under any interest rate protection agreement or other hedging   agreement;                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the   interest portion of any deferred payment obligations;                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | all   fees and charges owed with respect to letters of credit or performance or   other bonds;                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | all   accrued or capitalised interest;                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any   amortisation of debt discount; and                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | all   but the principal component of payments relating to Capital Lease   Obligations.                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | For   the purpose of clarification, the calculation of Interest Expense (and all   components thereof) shall be made using GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**Interest Payment Date**” means, with   respect to the A Loan, each A Loan Interest Payment Date; with respect to the   B Loan, each B Loan Interest Payment Date; and with respect to the C Loan,   each C Loan Interest Payment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**Interest Period**” means, in relation to a   Loan, each period determined in accordance with Clause 7 (*Interest Periods*) and, in relation to an   Unpaid Sum, each period determined in accordance with Clause 6.3 (*Default interest*).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**Irrevocable Payment Instructions**” means,   with respect to any Sales Contract, a notice of assignment and irrevocable   payment instructions given or to be given by the Guarantor to the relevant   Buyer with respect to that Sales Contract substantially in the form set out   in Schedule 6 (*Form of Irrevocable Payment   Instructions*).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**Lender**” means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any   Existing Lender; and                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any   bank, financial institution, trust, fund or other entity which has become a   Party in accordance with Clause 22 (*Changes   to the Lenders*), |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                 |
|   | which   in each case has not ceased to be a Party in accordance with the terms of   this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “**LIBOR**” shall mean, for any Interest   Period, an interest rate per annum determined on the basis of the London   interbank offered rate for deposits in dollars for a period of time   comparable to the relevant Interest Period, as shown on the display page   designated British Bankers Association Interest Settlement Rates, “LIBOR 01”   Page, on the Reuters screen (or such other page on the Reuters screen as may   customarily be used from time to time in the Relevant Interbank Market to   determine LIBOR for dollars) or such other page or service which displays   such a rate for deposits of dollars as the Agent, after consultation with the   Borrower, shall select, at approximately 11:00 a.m., London time, 2 London   Business Days prior to the first day of such Interest Period. In the event   that such rate does not appear on such LIBOR 01 Reuters screen page, or such   other page as may replace that page in that service or be selected bythe   Agent after consultation with the Borrower, then LIBOR shall be the   arithmetic mean (expressed as an annual rate and rounded upwards, if   necessary, to the nearest 1/16 of 1%) of the rates quoted at approximately   11:00 a.m. London time on that day by Reference Banks, chosen by the Agent,   as the rate at which deposits in dollars are offered to prime banks, in the   London interbank market for a period of time comparable to the relevant   Interest Period. |

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|   | “**LMA**” means the Loan Market Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**Loan**” means the A Loan, B Loan or C Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**London Business Day**” means a day (other   than a Saturday or Sunday) on which banks are open for general business in   London.                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**Majority Lenders**” meansa Lender or Lenders whose participations in the Loans outstanding aggregate morethan 662/3% of all the Loans outstanding.                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**Margin**” means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in   relation to the A Loan, 0.25 per cent. per annum; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in   relation to the B Loan, 0.425 per cent. per annum; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in   relation to the C Loan, 0.75 per cent. per annum. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | “**Market Disruption Event**” means before   close of business in London on the Quotation Day for the relevant Interest   Period where LIBOR is determined on the basis of quotations supplied by the   Reference Banks (i) none, or one only, of the Reference Banks supplies a rate   for the purposes of determining LIBOR or (ii) a Lender reasonably determines   that, by reason of circumstances affecting the Relevant Interbank Market,   adequate and fair means do not exist for ascertaining the rate of interest by   reference to LIBOR. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “**Material Adverse Effect**” means a material   adverse effect on:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the   business, operations, property, condition (financial or otherwise) or   prospects of the Obligors and the Designated Subsidiaries taken as a whole which   will, in the opinion of the Agent (as explained in writing), adversely affect   the ability of any Obligor to perform any of its obligations under any   Finance Document; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the   validity or enforceability of any Finance Document or any rights or remedies   of any Finance Party under any Finance Document. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | “**Month**” means a period starting on one day   in a calendar month and ending on the numerically corresponding day in the   next calendar month, except that:                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (subject   to paragraph (c) below) if the numerically corresponding day is not a   Business Day, that period shall end on the next Business Day in that calendar   month in which that period is to end if there is one, or if there is not, on   the immediately preceding Business Day; |

- 13 -

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

- 14 -

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|   | (a)                                                                                                                                                                                                                                                                                                                | a   financial institution with a long term senior credit rating of at least A   from S&P or A2 from Moody’s; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (b)                                                                                                                                                                                                                                                                                                                | any   other financial institution agreed from time to time between the Borrower and   the Agent to be a “Permitted Covering Institution”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “**Permitted Security**” means:                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                | any   Security imposed by applicable law that were incurred in the ordinary course   of business, including carriers’, warehousemen’s and mechanics’ liens,   statutory landlord’s liens and other similar liens and encumbrances arising   in the ordinary course of business, in each case that:  (i) do not in the aggregate materially   detract from the value of the assets subject thereto or materially impair the   use thereof in the operations of the business of the Person owning such   assets; or (ii) are being contested in good faith by appropriate proceedings   promptly initiated and diligently conducted, which proceedings have the   effect of preventing the forfeiture or sale of the assets subject to such   liens and/or encumbrances; |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (b)                                                                                                                                                                                                                                                                                                                | any   Security securing taxes, assessments and other governmental charges or   levies, in each case the payment of which is not yet due or is being   contested in good faith by appropriate proceedings and diligently conducted   and for which such reserve or other appropriate provisions, if any, as shall   be required by GAAP shall have been made;                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (c)                                                                                                                                                                                                                                                                                                                | pledges   or deposits made in the ordinary course of business in connection with   workers’ compensation, unemployment insurance or other similar social   security legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (d)                                                                                                                                                                                                                                                                                                                | encumbrances,   security deposits or reserves maintained in the ordinary course of business   and required by applicable law; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (e)                                                                                                                                                                                                                                                                                                                | survey   exceptions, encumbrances, easements or reservations of, or rights of others   for, licenses, rights of way, sewers, electric lines, telegraph and telephone   lines and other similar purposes, or zoning or other restrictions as to the   use of real property or Security incidental to the ownership of assets which   were not incurred in connection with indebtedness and which do not in the   aggregate materially adversely affect the value of said properties or   materially impair the use of the assets affected thereby.                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “**Person**” shall mean any individual, firm,   company, corporation, partnership (whether or not having separate legal   personality), trust, unincorporated organisation, joint stock company or   other legal entity or organisation and any government or agency or political   subdivision thereof. |
|   |                                                                                                                                                                                                                                                                                                               |
|   | “**Products**” means bleached eucalyptus kraft   pulp and paper products.                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                               |
|   | “**Quotation Day**” means, in relation to any   period for which an interest rate is to be determined, two London Business   Days before the first day of that period (excluding such first day).                                                                                                        |

- 15 -

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

- 16 -

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|   | “**Secured Property**” means all right, title   and interest in or to any of the assets which are subject to (or purported to   be subject to) the Security Documents.                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Security**” means a mortgage, charge,   pledge, lien or other security interest securing any obligation of any Person   or any other agreement or arrangement having a similar effect.                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Security Documents**” means each of the   Collection Account Security Agreement and the Assignment Agreement together   with any other document entered into by an Obligor creating or expressed to   create any Security over all or any part of its assets in respect of the   obligations of the Obligors under any of the Finance Documents.                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**S&P**” means Standard & Poor’s   Rating Group, a division of McGraw Hill, Inc. a New York corporation or any   successor organisation thereto.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Subsidiary**” means in relation to any   company or corporation, a company or corporation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | which   is controlled, directly or indirectly, by the first mentioned company or   corporation; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | more   than half the issued voting share capital of which is beneficially owned,   directly or indirectly by the first mentioned company or corporation; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | which   is a Subsidiary of another Subsidiary of the first mentioned company or   corporation, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   | and   for this purpose, a company or corporation shall be treated as being   controlled by another if that other company or corporation is able to direct   its affairs and/or to control the composition of its board of directors or   equivalent body.                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Syndicated Facility Agreement**” means the   $102,000,000 Export Prepayment Agreement dated as of May 12, 2004 between VCP   Exportadora e Participações Ltda. as Borrower (now Votorantim Celulose e   Papel S.A.), Votorantim Celulose e Papel S.A. as Guarantor, VCP Trading N.V.   as Paying Agent, the Lenders named therein, ABN AMRO Bank N.V. and Banco   Santander Central Hispano, London Branch as Lead Arrangers, ABN AMRO Bank   N.V. as Administrative Agent and Lender and Banco Santander Central Hispano,   S.A., London Branch as Collateral Agent. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Syndicated Loan**” means the $102,000,000   principal amount outstanding from the Borrower to ABN AMRO Bank, N.V., Banco   Santander Central Hispano S.A., London Branch and Banco Bradesco S.A. with   respect to the loans made available to the Borrower under the Syndicated   Facility Agreement and originally registered with ROF number TA290918.                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Syndicated Loan Accrued Interest Amount**”   means the amount of interest accrued but unpaid with respect to the   Syndicated Loan as of the Restatement Date, being $2,249,319.58.                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “**Tax**” means any tax, levy, impost, duty or   other charge or withholding of a similar nature (including any penalty or   interest payable in connection with any failure to pay or any delay in paying   any of the same).                                                                                                                                                                                                                                                                                                                                                     |

- 17 -

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|   | “**Total Capitalisation**” means, as of the   last day of any Fiscal Semester, the sum of: (a) Total Debt as of such day   plus (b) the aggregate of shareholders’ equity of the Borrower (on a   consolidated basis) as of such day plus (c) without duplication of clause   (b), the sum of minority interests of other Persons held in the Borrower (on   a consolidated basis) as of such day. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Total Debt**” means, as of the last day of   any Fiscal Semester, the aggregate outstanding principal amount of Debt of   the Borrower (on a consolidated basis) as of such day.                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Total Debt to Total Capitalisation Ratio**”   means, as of the last day of any Fiscal Semester, the ratio (expressed as a   decimal) of: (a) Total Debt as of such day to (b) Total Capitalisation as of   such day. For the purpose of clarification, the calculation of the Total Debt   to Total Capitalisation Ratio (and all components thereof) shall be made   using GAAP.                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Transaction Documents**” means each Finance   Document and each Sales Contract.                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Transaction Security**” means the Security   created or expressed to be created in favour of the Trustee pursuant to the   Security Documents.                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Transfer Certificate**” means a certificate   substantially in the form set out in Schedule 2 (*Form of Transfer Certificate*) or any   other form approved by the Agent.                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Transfer Date**” means, in relation to a   transfer, the later of:                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                               | the   proposed Transfer Date specified in the Transfer Certificate; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | the   date on which the Agent executes the Transfer Certificate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | “**Unencumbered Payment**” means, at any time,   a payment under a contract or agreement for the sale of Products by the   Guarantor which payment is not subject to any Security and which neither   Obligor has not dedicated to the payment of any specific indebtedness at such   time.                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Unencumbered Payment Amount**” means, at   any time, the aggregate amount of all Unencumbered Payments which the   Guarantor is due to receive during the then current Coverage Period.                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Unpaid Sum**” means any sum due and payable   but unpaid by an Obligor under the Finance Documents.                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**VAT**” means value added tax and any other   tax of a similar nature.                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | “**Votorantim Party**” means each Obligor and   each of its Designated Subsidiaries.                                                                                                                                                                                                                                                                                                                    |

| 1.2    | **Construction** |
|--------|------------------|
|   |             |
|   | (a)              | Unless   a contrary indication appears any reference in this Agreement to: |
|   |             |   |
|   |             | (i) | the   “**Agent**”, the “**Arrangers**”, the “**Trustee**”, any “**Finance Party**”, any “**Secured   Party**”, any “**Lender**”,   or any “**Party**” shall be   construed so as to include its successors in title, permitted assigns and   permitted transferees and, in the case of the Trustee, any Person for the   time being appointed as trustee or trustees in accordance with this   Agreement; |

- 18 -

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|   |                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                        | “**assets**” includes present and future   properties, revenues and rights of every description;                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                       | (iii)                                                                                                                                                                                                                                       | “**indebtedness**” includes any obligation   (whether incurred as principal or as surety) for the payment or repayment of   money, whether present or future, actual or contingent;                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                       | (iv)                                                                                                                                                                                                                                        | a   “**Finance Document**” or any other   agreement or instrument is a reference to that Finance Document or other   agreement or instrument as amended or novated;                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                       | (v)                                                                                                                                                                                                                                         | a   “**regulation**” includes any   regulation, rule, official directive, request or guideline (whether or not   having the force of law) of any governmental, intergovernmental or   supranational body, agency, department or regulatory, self-regulatory or   other authority or organisation; |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                       | (vi)                                                                                                                                                                                                                                        | a   provision of law is a reference to that provision as amended or re-enacted;   and                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                       | (vii)                                                                                                                                                                                                                                       | a   time of day is a reference to London time.                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                        |
|   | (b)                                                                                                                                                                                                                                                                                                                                        | Section,   Clause and Schedule headings are for ease of reference only.                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |
|   | (c)                                                                                                                                                                                                                                                                                                                                        | Unless   a contrary indication appears, a term used in any other Finance Document or   in any notice given under or in connection with any Finance Document has the   same meaning in that Finance Document or notice as in this Agreement. |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |
|   | (d)                                                                                                                                                                                                                                                                                                                                        | A   Default (other than an Event of Default) is “**continuing**” if it has not been remedied or waived and an   Event of Default is “**continuing**”   if it has not been waived.                                       |
|   |                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                        |
| 1.3    | **Currency Symbols and Definitions**                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                       |
|   | “**$**” and “**dollars**”   denote lawful currency of the United States of America.                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                       |
| 1.4    | **Third party rights**                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                       |
|   | A   Person who is not a Party has no right under the Contracts (Rights of Third   Parties) Act 1999 to enforce or enjoy the benefit of any term of this   Agreement.                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                       |
| 2.     | **LOAN AMOUNTS**                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                       |
| 2.1    | **Loan Amounts**                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                       |
|   | Each   of the Borrower and the Lenders hereby agrees that on and as of the   Restatement Date the principal amounts outstanding to each of the Lenders   under this Agreement in respect of each Loan shall be equal to the amount set   opposite such Lender’s name in the applicable column in Schedule 1 (*The Existing Lenders*). |

- 19 -

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| 2.2    | **Finance Parties’ rights and   obligations**                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                       |
|   | (a)                                                                                                                        | The   obligations of each Finance Party under the Finance Documents are   several.  Failure by a Finance Party   to perform its obligations under the Finance Documents does not affect the   obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the   obligations of any other Finance Party under the Finance Documents. |
|   |                                                                                                                       |
|   | (b)                                                                                                                        | The   rights of each Finance Party under or in connection with the Finance   Documents are separate and independent rights and any debt arising under the   Finance Documents to a Finance Party from an Obligor shall be a separate and   independent debt. |
|   |                                                                                                                       |
|   | (c)                                                                                                                        | A   Finance Party may, except as otherwise stated in the Finance Documents,   separately enforce its rights under the Finance Documents. |
|   |                                                                                                                       |
| 2.3    | **Power of Attorney**                                                                                                      |
|   |                                                                                                                       |
|   | (a)                                                                                                                        | The   Guarantor may from time to time appoint on a case by case basis the Borrower   to act on its behalf as its agent in relation to the Finance Documents and   may authorise: |
|   |                                                                                                                       |
|   |                                                                                                                       | (i) | the   Borrower on its behalf to supply information concerning itself contemplated   by this Agreement to the Finance Parties and to give notices and   instructions, to make such agreements and to effect the relevant amendments,   supplements and variations capable of being given, made or effected by any   Obligor notwithstanding that they may affect the Guarantor, without further   reference to or the consent of the Guarantor; and |
|   |                                                                                                                       |
|   |                                                                                                                       | (ii) | each   Finance Party to give any notice, demand or other communication to the   Guarantor pursuant to the Finance Documents to the Borrower, |
|   |                                                                                                                       |
|   |                                                                                                                       | and   in each case the Guarantor shall be bound as though the Guarantor itself had   given the notices and instructions or executed or made the agreements or   effected the amendments, supplements or variations, or received the relevant   notice, demand or other communication. |
|   |                                                                                                                       |
|   | (b)                                                                                                                        | Every   act, omission, agreement, undertaking, settlement, waiver, amendment,   supplement, variation, notice or other communication given or made by, or   given to, the Borrower under any Finance Document on behalf of the Guarantor   or in connection with any Finance Document (whether or not known to the   Guarantor) shall be binding for all purposes on the Guarantor as if the   Guarantor had expressly made, given or concurred with it. In the event of any   conflict between any notices or other communications of the Borrower on   behalf of the Guarantor and the Guarantor, those of the Borrower shall   prevail. |
|   |                                                                                                                       |
| 3.     | **PURPOSE**                                                                                                                |
|   |                                                                                                                       |
|   | The   Borrower shall apply all of the proceeds of the Loans towards financing   investments and its working capital needs. |

- 20 -

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

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|   | (b)                         | A   Loan may only be prepaid after the Consolidation Date.                                                                                                                                                                                                                                                                                                                                                             |
|--------|-----------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)                         | Any   prepayment under this Clause 5.2 shall satisfy the obligations under Clause   4.1 (*Repayment of Loans*) in   inverse chronological order.                                                                                                                                                                                                                                                                       |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.3    | **Restrictions**            |
|   |                        |
|   | (a)                         | Any   notice of prepayment given by any Party under this Clause 5 shall be   irrevocable and, unless a contrary indication appears in this Agreement,   shall specify the date or dates upon which the relevant prepayment is to be   made and the amount of that prepayment.                                                                                                                                          |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                         | Any   prepayment under this Agreement shall be made together with accrued interest   on the amount prepaid and, if applicable, any Break Costs.                                                                                                                                                                                                                                                                        |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)                         | The   Borrower may not reborrow any part of a Loan which is prepaid.                                                                                                                                                                                                                                                                                                                                                   |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (d)                         | The   Borrower shall not repay or prepay all or any part of a Loan except at the   times and in the manner expressly provided for in this Agreement.                                                                                                                                                                                                                                                                   |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 6.     | **INTEREST**                |
|   |                        |
| 6.1    | **Calculation of interest** |
|   |                        |
|   | (a)                         | The   rate of interest on the A Loan for the first Interest Period in respect of   such loan shall be the percentage rate per annum which is the aggregate of   the applicable Margin and 5.27875 per cent. per annum; and, thereafter, the   rate of interest on the A Loan for each subsequent Interest Period shall be   the percentage rate per annum which is the aggregate of the applicable Margin   and LIBOR. |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                         | The   rate of interest on the B Loan for the first Interest Period in respect of   such loan shall be the percentage rate per annum which is the aggregate of   the applicable Margin and 5.27875 per cent. per annum; and, thereafter, the   rate of interest on the B Loan for each subsequent Interest Period shall be   the percentage rate per annum which is the aggregate of the applicable Margin   and LIBOR. |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)                         | The   rate of interest on the C Loan for the first Interest Period in respect of   such loan shall be the percentage rate per annum which is the aggregate of   the applicable Margin and 5.27875 per cent. per annum; and, thereafter, the   rate of interest on the C Loan for each subsequent Interest Period shall be   the percentage rate per annum which is the aggregate of the applicable Margin   and LIBOR. |
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 6.2    | **Payment of interest**     |
|   |                        |
|   | (a)                         | The   Borrower shall pay accrued interest on each Loan on the last day of each   Interest Period relating to that Loan.                                                                                                                                                                                                                                                                                                |

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                     | The   Borrower shall pay the Syndicated Loan Accrued Interest Amount to the   Existing Lenders (pro rata in accordance with their respective participations   in the Loans as of the Restatement Date) on 13 November 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.3    | **Default interest**                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                     | If   an Obligor fails to pay any amount payable by it under a Finance Document on   its due date, interest shall accrue on the overdue amount from the due date   up to the date of actual payment (both before and after judgment) at a rate   which, subject to paragraph (b) below, is one per cent higher than the rate   which would have been payable if the overdue amount had, during the period of   non-payment, constituted a Loan in the currency of the overdue amount for   successive Interest Periods, each of a duration selected by the Agent (acting   reasonably).  Any interest accruing   under this Clause 6.3 shall be immediately payable by that Obligor on demand   by the Agent. |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                     | If   any overdue amount consists of all or part of a Loan which became due on a   day which was not the last day of an Interest Period relating to that Loan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the   first Interest Period for that overdue amount shall be for the period equal   to the unexpired portion of the current Interest Period relating to that   Loan; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the   rate of interest applying to the overdue amount during that first Interest   Period shall be one per cent higher than the rate which would have applied if   the overdue amount had not become due. |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                     | Default   interest (if unpaid) arising on an overdue amount will be compounded with the   overdue amount at the end of each Interest Period applicable to that overdue   amount but will remain immediately due and payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.4    | **Notification of rates of interest**                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The   Agent shall promptly notify the Borrower of the applicable interest rate for   each Interest Period and in any event no later than two Business Days after (and   excluding) the date such interest rate is determined.                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
| 7.     | **INTEREST PERIODS**                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
| 7.1    | **Interest Periods**                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Subject   to this Clause 7, the Interest Period for each Loan will be, initially, the   period commencing on the Restatement Date and ending on the first Interest   Payment Date in respect of that Loan and, thereafter, each successive period   commencing on the last day of the preceding Interest Period and ending on the   next Interest Payment Date in respect of that Loan. |

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| 7.2    | **Non-Business Days**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If   an Interest Period would otherwise end on a day which is not a Business Day,   that Interest Period will instead end on the next Business Day in that   calendar month (if there is one) or the preceding Business Day (if there is   not).                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8.     | **CHANGES TO THE CALCULATION OF   INTEREST**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8.1    | **Market disruption**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If   a Market Disruption Event occurs in relation to a Loan for any Interest   Period, then the Agent and the Borrower shall negotiate (for a period of not   more than thirty days) with a view to agreeing a substitute basis for   determining the rate of interest. The rate of interest on each Lender’s share   of that Loan for the relevant Interest Period shall be the rate per annum   which is the sum of:                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (if   an alternative rate is so agreed within such period) the Margin plus such   rate; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (if   an alternative rate is not so agreed within such period) the Margin plus the   rate notified to the Borrower by the Agent as soon as practicable and in any   event before interest is due to be paid in respect of that Interest Period,   to be that which expresses as a percentage rate per annum the cost to the   relevant Lender of funding the Loan from whatever source it may reasonably   select. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| 8.2    | **Alternative basis of interest or   funding**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Any   alternative basis agreed pursuant to Clause 8.1 (*Market disruption*) above shall, with the prior consent of   all Lenders, be binding on all Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8.3    | **Break Costs**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The   Borrower shall, within five Business Days of written demand by a Finance   Party, pay to that Finance Party its Break Costs attributable to all or any   part of a Loan or Unpaid Sum being paid by the Borrower on a day other than   the last day of an Interest Period for that Loan or Unpaid Sum subject at all   times to the exceptions in Clause 5 (*Prepayment*)   and the Lender having provided in its demand, written calculations showing   how any such Break Costs have been calculated.                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.     | **NOT USED**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.    | **TAX GROSS-UP AND INDEMNITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1   | **Tax gross-up**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | All   payments to be made by an Obligor to any Finance Party under a Finance   Document shall be made free and clear of and without deduction for or on   account of Tax unless that Obligor is required to make such a payment subject   to the deduction or withholding of Tax, in which case the sum payable by that   Obligor (in respect of which such deduction or withholding is required to be   made) shall be increased to the extent necessary to ensure that the Finance   Party receives a sum net of any deduction or withholding equal to the sum   which it would have received had no such deduction or withholding been made   or required to be made. |

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| 10.2   | **Tax indemnity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If   a Finance Party is required to make any payment of or on account of Tax on or   in relation to any sum received or receivable under any Finance Document   (including any sum deemed for purposes of Tax to be received or receivable by   the Finance Party whether or not actually received or receivable) or if any   liability in respect of such payment is asserted, imposed, levied or assessed   against the Finance Party, the Borrower shall, upon demand of the Finance   Party, promptly indemnify the Finance Party against such payment or   liability, together with any interest, penalties, costs and expenses payable   or incurred in connection therewith, provided that this Clause 10.2 shall not   apply to: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any   Tax imposed on and calculated by reference to the net income actually   received or receivable by the Finance Party (but, for the avoidance of doubt,   not including any sum deeded for purposes of Tax to be received or receivable   by the Finance Party but not actually received) by the jurisdiction of   incorporation in which the Finance Party is incorporated; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any   Tax imposed on and calculated by reference to the net income of the Facility   Office of the Finance Party actually received or receivable by the Finance   Party (but, for the avoidance of doubt, not including any sum deeded for   purposes of Tax to be received or receivable by the Finance Party but not   actually receivable) by the jurisdiction in which its Facility Office is   located; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the   extent a loss, liability or cost is compensated for by an increased payment   under Clause 10.1 (*Tax gross-up*). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| 10.3   | **Tax Credit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If   an Obligor makes a payment under Clause 10.1 (*Tax gross-up*) (a “**Tax   Payment**”) and the relevant Finance Party determines that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it   has received a credit against, relief or remission for, or repayment of, any   Tax (a “**Tax Credit**”) which is   attributable either to an increased payment of which that Tax Payment forms   part, or to that Tax Payment; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | that   Finance Party has obtained, utilised and retained that Tax Credit, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | the   relevant Finance Party shall pay an amount to that Obligor which the Finance   Party determines will leave it (after that payment) in the same after-Tax   position as it would have been in had the Tax Payment not been required to be   made by that Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4   | **Tax receipts**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | All   Taxes required by law to be deducted or withheld by an Obligor from any   amounts paid or payable under the Finance Documents shall be paid by that   Obligor when due and that Obligor shall, upon request of any Finance Party,   promptly deliver to the Finance Party evidence satisfactory to the Finance   Party that the payment has been duly remitted to the appropriate authority.                                                                                                                                                                                                                                                                                                                                       |

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| 10.5   | **Stamp taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The   Borrower shall pay and, within three Business Days of demand, indemnify any   Finance Party against any cost, loss or liability that the Finance Party   incurs in relation to all stamp duty, registration and other similar Taxes   payable in respect of any Finance Document.                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6   | **Value added tax**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Any   amount (including costs and expenses) expressed to be payable under a Finance   Document by an Obligor to a Finance Party shall be deemed to be exclusive of   any VAT or any other Tax of a similar nature which might be chargeable in   connection with that amount. If any such Tax is chargeable on any supply made   by a Finance Party to an Obligor under a Finance Document, that Obligor shall   pay to the Finance Party (in addition to and at the same time as paying the   consideration) an amount equal to the amount of that Tax. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.    | **INCREASED COSTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.1   | **Increased costs**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If   by reason of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any   change in or introduction of law, decree, rule or regulation or in the   interpretation, administration or application thereof; and/or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | compliance   with any request from or requirement of any central bank or other fiscal,   monetary or other authority (including, without limitation, a request or   requirement which affects the manner in which a Finance Party is required to   or does maintain capital resources having regard to that Finance Party’s   obligations hereunder and to amounts owing to it hereunder), |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | a   Finance Party or any of its Affiliates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | incurs   a cost as a result of it having entered into and/or performed its obligations   under this Agreement and/or assuming or maintaining a Loan under this   Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | becomes   liable to make any payment on account of any Taxes which are calculated by   reference to the amount of a Loan and/or any sum received or receivable by it   under any Finance Document; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | suffers   any other Increased Cost, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | then   the Borrower shall, within three Business Days of a demand by that Finance   Party, pay for the account of that Finance Party the amount of any such costs   or amounts suffered or incurred by that Finance Party or any of its   Affiliates.                                                                                                                                                                                                                                                                                                    |

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| 12.    | **OTHER INDEMNITIES**                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                          |
| 12.1   | **Currency indemnity**                                                                                                                                                                                        |
|   |                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                           | If   any sum due from an Obligor under the Finance Documents (a “**Sum**”), or any order, judgment or award   given or made in relation to a Sum, has to be converted from the currency   (the “**First Currency**”) in which   that Sum is payable into another currency (the “**Second Currency**”) for the purpose of: |
|   |                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                          | (i) | making   or filing a claim or proof against that Obligor; or |
|   |                                                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                                                          | (ii) | obtaining   or enforcing an order, judgment or award in relation to any litigation or   arbitration proceedings, |
|   |                                                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                                                          | that   Obligor shall as an independent obligation, within three Business Days of   demand, indemnify each Secured Party and each Arranger to whom that Sum is   due against any cost, loss or liability arising out of or as a result of the   conversion including any discrepancy between (i) the rate of exchange used to   convert that Sum from the First Currency into the Second Currency and (ii)   the rate or rates of exchange available to that Person at the time of its   receipt of that Sum. |
|   |                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                           | Each   Obligor waives, to the full extent possible by applicable law, any right it   may have in any jurisdiction to pay any amount under the Finance Documents in   a currency or currency unit other than that in which it is expressed to be   payable. |
|   |                                                                                                                                                                                                          |   |
| 12.2   | **Other indemnities**                                                                                                                                                                                         |
|   |                                                                                                                                                                                                          |
|   | The   Borrower shall, within three Business Days of demand, indemnify each Secured   Party and each Arranger against any cost, loss or liability incurred by that   Secured Party or Arranger as a result of: |
|   |                                                                                                                                                                                                          |
|   | (i)                                                                                                                                                                                                           | the   occurrence of any Event of Default; |
|   |                                                                                                                                                                                                          |   |
|   | (ii)                                                                                                                                                                                                          | a   failure by an Obligor to pay any amount due under a Finance Document on its   due date, including without limitation, any cost, loss or liability arising   as a result of Clause 27 (*Sharing Among   the Finance Parties*); or |
|   |                                                                                                                                                                                                          |   |
|   | (iii)                                                                                                                                                                                                         | a   Loan (or part of a Loan) not being prepaid in accordance with a notice of   prepayment given by the Borrower. |
|   |                                                                                                                                                                                                          |   |
| 12.3   | **Indemnity to the Agent**                                                                                                                                                                                    |
|   |                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                           | The Borrower shall promptly indemnify the Agent against any cost, loss or   liability incurred by the Agent (acting reasonably) as a result of: |
|   |                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                          | (i) | investigating   any event which it reasonably believes is a Default; or |
|   |                                                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                                                          | (ii) | acting   or relying on any notice, request or instruction which it reasonably believes   to be genuine, correct and appropriately authorised, provided that the   Borrower shall not be obliged to indemnify the Agent against any cost, loss   or liability where that cost, loss or liability arises directly as a result   of the gross negligence or wilful misconduct of the Agent. |

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|   | (b)                           | If   paragraph (a) of this Clause 12.3 applies, the Agent will (i) promptly inform   the Borrower that it intends to conduct such an investigation and (ii) as   soon as reasonably practicable supply the Borrower with an estimate of the   costs, expenses, losses or liabilities that the Borrower may incur as a   result of the Agent conducting such investigations.                                                                            |
|--------|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.4   | **Indemnity to the Trustee**  |
|   |                          |
|   | (a)                           | The   Borrower shall promptly indemnify the Trustee and every Receiver and Delegate   against any cost, loss or liability incurred by any of them as a result of:                                                                                                                                                                                                                                                                                      |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                          | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the   taking, holding, protection or enforcement of the Transaction Security; |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the   exercise of any of the rights, powers, discretions and remedies vested in the   Trustee and each Receiver and Delegate by the Finance Documents or by law;   and |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                          | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any   default by an Obligor in the performance of any of the obligations expressed   to be assumed by it in the Finance Documents. |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                           | The   Trustee may, in priority to any payment to the Secured Parties, indemnify   itself out of the Secured Property in respect of, and pay and retain, all   sums necessary to give effect to the indemnity in paragraph (a) above and   shall have a lien on the Transaction Security and the proceeds of the   enforcement of the Transaction Security for all moneys payable to it.                                                                |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 13.    | **MITIGATION BY THE LENDERS** |
|   |                          |
| 13.1   | **Mitigation**                |
|   |                          |
|   | (a)                           | Each   Finance Party shall, in consultation with the Borrower, take all reasonable   steps to mitigate any circumstances which arise and which would result in any   amount becoming payable under or pursuant to any of Clause 10 (*Tax gross-up and indemnities*) or Clause   11 (*Increased costs*) including   (but not limited to) transferring its rights and obligations under the   Finance Documents to another Affiliate or Facility Office. |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)                           | Paragraph   (a) of this Clause 13.1 does not in any way limit the obligations of any   Obligor under the Finance Documents.                                                                                                                                                                                                                                                                                                                            |
|   |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 13.2   | **Limitation of liability**   |
|   |                          |
|   | (a)                           | The   Borrower shall indemnify any Finance Party for all costs and expenses reasonably   incurred by that Finance Party as a result of steps taken by it under Clause   13.1 (*Mitigation*).                                                                                                                                                                                                                                                           |

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|   | (b)                                                                                                                                                                                                                                                                                                                         | A   Finance Party is not obliged to take any steps under Clause 13.1 (*Mitigation*) if, in the opinion of that   Finance Party (acting reasonably), to do so might be prejudicial to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.    | **COSTS AND EXPENSES**                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                        |
| 14.1   | **Transaction expenses**                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | The   Borrower shall promptly on demand pay each Finance Party the amount of all   costs and expenses (including, subject to any pre-agreed caps, legal fees)   reasonably incurred by that Finance Party in connection with the negotiation,   preparation, printing, execution and perfection of:                         |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                         | this   Agreement, the Security Documents and any other documents referred to in this   Agreement and the Transaction Security; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)                                                                                                                                                                                                                                                                                                                         | any   other Finance Documents executed after the Restatement Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.2   | **Amendment costs**                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                         | If   the Borrower requests an amendment, waiver or consent, the Borrower shall,   within five Business Days of demand, reimburse the Agent and/or the Trustee   for the amount of all costs and expenses (including legal fees) reasonably   incurred by the Agent and/or the Trustee in responding to, evaluating,   negotiating or complying with that request or requirement.  Without prejudice to the Borrower’s   reimbursement obligation under this paragraph (a), if the Borrower requests   an amendment, waiver or consent, the Agent shall promptly notify the Borrower   if at any time the Agent reasonably considers that the aggregate amount of   all costs and expenses (including legal fees) which will be incurred by the   Agent and the Trustee in responding to, evaluating, negotiating or complying   with that request or requirement will be more than $25,000. |
|   |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)                                                                                                                                                                                                                                                                                                                         | If   an amendment (not requested by the Borrower) is required to the Finance   Documents, the Agent shall (i) notify the Borrower of the need thereof and   (ii) send the Borrower an estimate of the costs and expenses that will be   incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3   | **Enforcement costs**                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | The   Borrower shall, within five Business Days of demand, pay to each Secured   Party and each Arranger the amount of all costs and expenses (including legal   fees) incurred by that Secured Party or Arranger in connection with the   enforcement of, or the preservation of any rights under, any Finance   Document. |
|   |                                                                                                                                                                                                                                                                                                                        |
| 15.    | **GUARANTEE AND INDEMNITY**                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                        |
| 15.1   | **Guarantee and indemnity**                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | The   Guarantor irrevocably and unconditionally:                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                         | guarantees   to each Finance Party punctual performance by the Borrower of all the   Borrower’s obligations under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|   | (b)                                                                                                                                                                                                                                                                                                                       | undertakes   with each Finance Party that whenever the Borrower does not pay any amount   when due under or in connection with any Finance Document, it shall   immediately on demand pay that amount as if it was the principal obligor; and                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (c)                                                                                                                                                                                                                                                                                                                       | indemnifies   each Finance Party immediately on demand against any cost, loss or liability   suffered by that Finance Party if any obligation guaranteed by it is or   becomes unenforceable, invalid or illegal.    The amount of the cost, loss or liability shall be equal to the amount   which that Finance Party would otherwise have been entitled to recover.              |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.2   | **Continuing Guarantee**                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                      |
|   | This   guarantee is a continuing guarantee and will extend to the ultimate balance   of sums payable by the Borrower under the Finance Documents, regardless of   any intermediate payment or discharge in whole or in part.                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                      |
| 15.3   | **Reinstatement**                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                      |
|   | If   any payment by the Borrower or any discharge given by a Finance Party   (whether in respect of the obligations of the Borrower or any security for   those obligations or otherwise) is avoided or reduced as a result of   insolvency or any similar event:                                                         |
|   |                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                       | the   liability of the Guarantor shall continue as if the payment, discharge,   avoidance or reduction had not occurred; and                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (b)                                                                                                                                                                                                                                                                                                                       | each   Finance Party shall be entitled to recover the value or amount of that   security or payment from the Guarantor, as if the payment, discharge,   avoidance or reduction had not occurred.                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.4   | **Waiver of defences**                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                      |
|   | The   obligations of the Guarantor under this Clause 15 will not be affected by an   act, omission, matter or thing which, but for this Clause 15, would reduce,   release or prejudice any of its obligations under this Clause 15 (without   limitation and whether or not known to it or any Finance Party) including: |
|   |                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                       | any   time, waiver or consent granted to, or composition with, the Borrower or   other Person;                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (b)                                                                                                                                                                                                                                                                                                                       | the   release of the Borrower or any other Person under the terms of any   composition or arrangement with any creditor of any member of the Group;                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (c)                                                                                                                                                                                                                                                                                                                       | the   taking, variation, compromise, exchange, renewal or release of, or refusal or   neglect to perfect, take up or enforce, any rights against, or security over   assets of, the Borrower or other Person or any non-presentation or   non-observance of any formality or other requirement in respect of any   instrument or any failure to realise the full value of any security; |
|   |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (d)                                                                                                                                                                                                                                                                                                                       | any   incapacity or lack of power, authority or legal personality of or dissolution   or change in the members or status of the Borrower or any other Person;                                                                                                                                                                                                                           |

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

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| 15.8   | **Additional security**                                                                                                                                                                                                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | This   guarantee is in addition to and is not in any way prejudiced by any other   guarantee or security now or subsequently held by any Finance Party.                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.    | **REPRESENTATIONS**                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Each   Obligor makes the representations and warranties set out in this Clause 16 to   each Finance Party on the Restatement Date.                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.1   | **Status**                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                         | It   is a corporation, duly incorporated and validly existing under the law of its   jurisdiction of incorporation. |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                         | It   and each of the Designated Subsidiaries has the power to own its assets and   carry on its business as it is being conducted. |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
| 16.2   | **Binding obligations**                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The   obligations expressed to be assumed by it in each Transaction Document are,   subject to any general principles of law as at the Restatement Date limiting   its obligations which are specifically referred to in any legal opinion   delivered pursuant to Schedule 1 (*Conditions   Precedent*) of the Restatement Agreement, legal, valid, binding and   enforceable obligations. |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.3   | **Non-conflict with other obligations**                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The   entry into and performance by it of, and the transactions contemplated by,   the Transaction Documents do not and will not conflict with:                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                         | any   law or regulation applicable to it, except to the extent that any such   conflict is not reasonably likely to have a Material Adverse Effect; |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                         | its   constitutional documents, or, except to the extent that any such conflict is   not reasonably likely to have a Material Adverse Effect, any Designated   Subsidiary’s constitutional documents; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                         | any   agreement or instrument binding upon it or any Designated Subsidiary or its   or any Designated Subsidiary’s assets, except to the extent that any such   conflict is not reasonably likely to have a Material Adverse Effect. |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
| 16.4   | **Power and authority**                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | It   has the power to enter into, perform and deliver, and has taken all necessary   corporate action to authorise its entry into, performance and delivery of,   the Transaction Documents to which it is a party and the transactions   contemplated by those Transaction Documents.                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.5   | **Validity and admissibility in   evidence**                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                         | All   Authorisations required or desirable: |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                        | (i) | to   enable it lawfully to enter into, exercise its rights and comply with its   obligations in the Transaction Documents to which it is a party; and |

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|   |                              | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to   make the Transaction Documents to which it is a party admissible in evidence   in its jurisdiction of incorporation, |
|--------|-----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                      |
|   |                              | have   been obtained or effected and are in full force and effect, except (x) for   any further authorisation from, notice to or registration with, as the case   may be, the Central Bank of Brazil which will enable the Borrower (1) to make   payments under this Agreement that are specifically covered by the   Registration of Financial Transactions (ROF in the SISBACEN system)of the relevant terms and conditions of   the Loans (the “**ROF**”) and the   registration of the schedules of payment within the ROF with the Central Bank   of Brazil which will enable the Borrower to make remittances from Brazil to   repay the scheduled principal of and interest on the Loans and the fees,   expenses and commissions referred to therein that will not be paid on the   date of the entrance of the funds into Brazil (the “**Schedules of Payment**”) earlier than their   respective due dates, whether upon acceleration or otherwise, or on a date   which isafter the 120th day from the original scheduled principal   repayment date of such payment; and (2) to make remittances from Brazil to   make payments contemplated by this Agreement not specifically covered by the   ROF and the Schedules of Payment; and (y) with respect to paragraph (a)(ii)   of this Clause 16.5, for the enforceability or admission in evidence of any   Transaction Document before Brazilian courts: (A) the signatures of the   parties signing such document outside Brazil must be notarised by a notary   public qualified as such under the laws of the place of signing and the   signature of such notary public must be authenticated by a Brazilian consular   officer at the competent Brazilian consulate and (B) such Transaction   Document must be translated into Portuguese by a sworn translator. |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                      |
|   | (b)                               | All   Authorisations necessary for the conduct of its business, trade and ordinary   activities and those of each other Votorantim Party have been obtained or   effected and are in full force and effect, except where failure to have any   such Authorisations (in the aggregate) could not reasonably be expected to   have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                      |
| 16.6   | **Governing law and enforcement** |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                      |
|   | (a)                               | The   relevant law selected as the governing law of each of the Finance Documents   will be recognised and enforced in its jurisdiction of incorporation to the extent that, with respect to   enforcement in Brazil, such law is not deemed to be against Brazilian   national sovereignty, good morals or public policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (b)                               | Any   judgment obtained in England in relation to a Finance Document will be   recognised and enforced in its jurisdiction of incorporation, provided that, with respect to   enforcement in Brazil, it is previously confirmed by the Superior Court of   Justice in Brazil, such confirmation being available only if: (i) the   judgment fulfills all formalities required for its enforceability under the   laws of the country where the same was issued; (ii) the judgment was issued   by a competent court after due service of process upon the parties to the   action; (iii) the judgment is not subject to appeal; (iv) the judgment was   authenticated by a Brazilian consulate in the country where the same was   issued; and (v) the judgment is not contrary to Brazilian national   sovereignty, good morals or public policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| 16.7   | **Deduction of Tax**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | It   is not required to make any deduction for or on account of Tax from any   payment it may make under any Finance Document, except that (a) interest and fees paid by   the Borrower under the Finance Documents will be subject to income tax in   Brazil at a zero percent rate if the Loan is repaid with exports from Brazil   and, should the Loan not be repaid with exports from Brazil, interest and   fees paid by the Borrower under the Finance Documents may be subject to   Brazilian withholding tax at a rate of up to 25% in addition to penalties   levied thereon, and (b) payments of other expenses under the Finance   Documents made by the Borrower will generally be subject to withholding   income tax at the rate of 15%.                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 16.8   | **No filing or stamp taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Under   the law of its jurisdiction of incorporation it is not necessary that any of   the Transaction Documents be filed, recorded or enrolled with any court or   other authority in that jurisdiction or that any stamp, registration or   similar tax be paid on or in relation to any of the Transaction Documents or   the transactions contemplated by any of the Transaction Documents, except for   certain court costs and deposits to guarantee judgment that may be due if a   proceeding is brought against the Borrower in Brazil.                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 16.9   | **No default**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No   Event of Default is continuing. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No   other event or circumstance is outstanding which constitutes a default under   any other agreement or instrument which is binding on it or to which its   assets are subject which might have a Material Adverse Effect. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 16.10  | **No insolvency**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | No   Obligor has taken any corporate action nor have any other steps been taken or   legal proceedings been started or (to the best of its  knowledge and belief) threatened against   any Obligor for its winding-up, dissolution, administration or   re-organisation (whether by voluntary arrangement, scheme of arrangement or   otherwise) or for the appointment of a receiver, administrator,   administrative receiver, conservator, custodian, trustee or similar officer   of it or of any or all its assets or revenues. Neither Obligor is engaged, nor   is it about to engage, in any business or transaction for which the assets   retained by it shall be an unreasonably small capital, taking into   consideration its obligations incurred hereunder and under the other   Transaction Documents to which it is a party. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 16.11  | **No misleading information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Any   factual information provided to the Finance Parties prior to the Restatement   Date by (or on behalf of) any Obligor was true and accurate in all material   respects as at the date it was provided or as at the date (if any) at which   it is stated. |

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|   | (b)                                                                                                                                                                                                                                              | All   financial projections provided to the Finance Parties prior to the   Restatement Date by the Borrower have been prepared on the basis of recent   historical information and on the basis of reasonable assumptions.                                                                                                                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)                                                                                                                                                                                                                                              | Nothing   has occurred or been omitted from any factual information and no information   has been given or withheld that results in the information, taken as a whole,   provided to the Finance Parties prior to the Restatement Date being untrue or   misleading in any material respect.                                                                                                             |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (d)                                                                                                                                                                                                                                              | All   written information (other than the information provided pursuant paragraphs   (a) to (c) above) supplied by (or on behalf of) any Obligor to any Finance   Party is, taken as a whole, true, complete and accurate in all material   respects as at the date it was given and is not misleading in any respect.                                                                                   |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.12  | **Financial statements**                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                             |
|   | (a)                                                                                                                                                                                                                                              | The   Original Financial Statements were prepared in accordance with GAAP   consistently applied.                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)                                                                                                                                                                                                                                              | The   Original Financial Statements fairly represent the consolidated financial   condition and operations of the Group (in the case of the Borrower’s Original   Financial Statements) or the Guarantor and its Subsidiaries (if any) for the   time being (in the case of the Guarantor’s Original Financial Statements)   during the relevant financial year.                               |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (c)                                                                                                                                                                                                                                              | Its   most recent financial statements delivered pursuant to Clause 17.1 (*Financial statements*):                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                             | (i)                                                                                                                                                                                                                                                                                                                                                                                                      | have   been prepared in accordance with GAAP consistently applied; and |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |                                                                                                                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     | give   a true and fair view of (if audited) or fairly present (if unaudited) its   consolidated financial condition as at the end of, and consolidated results   of operations for, the period to which they relate. |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (d)                                                                                                                                                                                                                                              | There   has been no material adverse change in (i) its business, condition (financial   or otherwise), operations, performance or properties or (ii) the financial   markets in Brazil that directly or indirectly affects or is reasonably   expected to affect its ability to perform its obligations under the Finance   Documents, in each case since the date of the Original Financial Statements. |
|   |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.13  | **Pari passu ranking**                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                             |
|   | Its   payment obligations under the Finance Documents rank at least pari passu with   the claims of all its other unsecured and unsubordinated creditors, except   for obligations mandatorily preferred by law applying to companies generally. |

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| 16.14  | **No proceedings pending or   threatened**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | No   litigation, arbitration or administrative proceedings of or before any court,   arbitral body or agency which, if adversely determined, might reasonably be   expected to have a Material Adverse Effect have (to the best of its knowledge   and belief) been started or threatened against it or any other Votorantim   Party.                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 16.15  | **Environmental compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Each   Obligor has performed and observed in all material respects all Environmental   Law, Environmental Permits and all other material covenants, conditions,   restrictions or agreements directly or indirectly concerned with any   contamination, pollution or waste or the release or discharge of any toxic or   hazardous substance in connection with any real property which is or was at   any time owned, leased or occupied by any Obligor or on which any Obligor has   conducted any activity where failure to do so might reasonably be expected to   have a Material Adverse Effect. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 16.16  | **Environmental Claims**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | No   Environmental Claim has been commenced or (to the best of its knowledge and   belief) is threatened against any Votorantim Party where that claim would be   reasonably likely, if determined against that Votorantim Party, to have a   Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 16.17  | **Taxation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | It   has duly and punctually paid and discharged all Taxes imposed upon it or its   assets within the time period allowed without incurring penalties (except to   the extent that (a) such payment is being contested in good faith, (b) it has   maintained adequate reserves for those Taxes and (c) such payment can be   lawfully withheld). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | It   is not materially overdue in the filing of any Tax returns. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | No   claims are being or are reasonably likely to be asserted against it with   respect to Taxes which, if determined against it, could reasonably be   expected to have a Material Adverse Effect. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 16.18  | **No Immunity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In   any proceedings taken in its jurisdiction of incorporation in relation to   this Agreement, it will not be entitled to claim for itself or any of its   assets immunity from suit, execution, attachment or other legal process.                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 16.19  | **Private and commercial acts**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Its   execution of the Finance Documents constitutes, and its exercise of its   rights and performance of its obligations hereunder will constitute, private   and commercial acts done and performed for private and commercial purposes.                                                                                                                                                                                                                                                                                                                                                             |

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| 16.20  | **Ranking**                                                                                                                                                                                                                                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                |
|   | The   Transaction Security has or will have first ranking priority and it is not   subject to any prior ranking or pari passu ranking Security.                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                |
| 16.21  | **Transaction Security**                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                |
|   | Each   Security Document to which it is a party validly creates the Security which   is expressed to be created by that Security Document and evidences the   Security it is expressed to evidence, subject to satisfaction of any   necessary filing or registration requirements. |
|   |                                                                                                                                                                                                                                                                                |
| 16.22  | **Legal and Beneficial Owner**                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                |
|   | It   is the absolute legal and beneficial owner of the assets subject to the   Security Documents to which it is a party.                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                |
| 16.23  | **Ownership**                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                 | The   Borrower is a Subsidiary of the Parent. |
|   |                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                 | The   Guarantor is a Subsidiary of the Borrower. |
|   |                                                                                                                                                                                                                                                                                |   |
| 16.24  | **Repetition**                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                |
|   | The   Repeating Representations are deemed to be made by each Obligor (by reference   to the facts and circumstances then existing) on the Restatement Date and the   first day of each Interest Period.                                                                            |
|   |                                                                                                                                                                                                                                                                                |
| 17.    | **INFORMATION UNDERTAKINGS**                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                |
|   | The   undertakings in this Clause 17 remain in force from the Restatement Date for   so long as any amount is outstanding under the Finance Documents.                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                |
| 17.1   | **Financial statements**                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                |
|   | Each   of the Obligors shall supply to the Agent:                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                 | as   soon as the same become available, but in any event within 90 days after the   end of each of its financial years its audited consolidated financial   statements for that financial year; and |
|   |                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                 | as   soon as the same become available, but in any event within 60 days after the   end of each half of each of its financial years its financial statements for   that financial half year. |
|   |                                                                                                                                                                                                                                                                                |   |
| 17.2   | **Compliance Certificate**                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                                 | The   Borrower shall supply to the Agent, with each set of financial statements   delivered pursuant to paragraphs (a) and (b) of Clause 17.1 (*Financial statements*), a Compliance   Certificate setting out (in reasonable detail) computations as to compliance   with Clause 18 (*Financial covenants*)   as at the date as at which those financial statements were drawn up. |

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|   | (b)                                                                                                                | Each   Compliance Certificate shall be signed by the Chief Financial Officer and   Treasurer of the Borrower (or by a Person validly appointed by them who has   authority under the Borrower’s constitutional documents to sign such   documents).                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.3   | **Requirements as to financial   statements**                                                                      |
|   |                                                                                                               |
|   | (a)                                                                                                                | Each   set of financial statements delivered by the Obligors pursuant to Clause 17.1   (*Financial statements*) shall be   certified by a director of the relevant Obligor as fairly representing its   financial condition as at the date as at which those financial statements   were drawn up.                                                                                                                |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                | The   Obligors shall procure that each set of financial statements delivered   pursuant to Clause 17.1 (*Financial statements*)   is prepared using GAAP.                                                                                                                                                                                                                                                         |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.4   | **Information: miscellaneous**                                                                                     |
|   |                                                                                                               |
|   | Each   Obligor shall supply to the Agent (in sufficient copies for all of the   Lenders if the Agent so requests): |
|   |                                                                                                               |
|   | (a)                                                                                                                | all   documents dispatched by such Obligor to its creditors generally at the same   time as they are dispatched (which, for the avoidance of doubt, shall not   include documents which are specific to other facilities);                                                                                                                                                                                        |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                | promptly   upon becoming aware of them, the details of any litigation, arbitration or   administrative proceedings which are current, threatened or pending against   any Votorantim Party, and which might, if adversely determined, have a   Material Adverse Effect;                                                                                                                                           |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (c)                                                                                                                | promptly   (and, in any event, within five Business Days) after either Obligor’s   knowledge thereof, notice of any other event or development that could   reasonably be expected to have a Material Adverse Effect;                                                                                                                                                                                        |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (d)                                                                                                                | promptly   upon request of the Agent at any time after the commencement of a Coverage   Period and prior to the Sales Value Testing Date falling in that Coverage   Period, evidence that the Unencumbered Payment Amount at such time, when   aggregated with the Aggregate Sales Value at such time, is not less than the   amount which is 115% of the Debt Service Obligation for that Coverage Period;   and |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (e)                                                                                                                | promptly,   such further information regarding the financial condition, business and   operations of the Obligors as any Finance Party (through the Agent) may   reasonably request.                                                                                                                                                                                                                              |
|   |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.5   | **Notification of default**                                                                                        |
|   |                                                                                                               |
|   | (a)                                                                                                                | Each   Obligor shall notify the Agent of:                                                                                                                                                                                                                                                                                                                                                                         |

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|   |                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any   Default; and                                                                                                                                                      |
|--------|-------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                    |
|   |                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any   default by it or any Buyer under any Sales Contract,                                                                                                              |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                    |
|   |                                      | (and   the steps, if any, being taken to remedy it) promptly upon becoming aware of   its occurrence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (b)                                       | Promptly   upon a request by the Agent, the Borrower shall supply to the Agent a   certificate signed by two of its directors or senior officers on its behalf   certifying that no Default is continuing (or if a Default is continuing,   specifying the Default and the steps, if any, being taken to remedy it).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (c)                                       | Promptly   upon a request by the Agent, the Guarantor shall supply to the Agent a   certificate signed by two of its directors or senior officers on its behalf   certifying that no default under any Sales Contract has occurred (or if a   default under a Sales Contract has occurred, specifying the default under   such Sales Contract and the steps, if any, being taken to remedy it).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 17.6   | **“Know your customer” checks** |
|   |                                      |
|   | (a)                                       | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the   introduction of or any change in (or in the interpretation, administration or   application of) any law or regulation made after the Restatement Date;            |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                    |
|   |                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any   change in the status of an Obligor or the composition of the shareholders of   an Obligor after the Restatement Date; or                                          |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                    |
|   |                                      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a   proposed assignment by a Lender of any of its rights and obligations under   this Agreement to a party that is not a Lender prior to such assignment or   transfer, |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                    |
|   |                                      | obliges   the Agent or any Lender (or, in the case of paragraph (iii) above, any   prospective new Lender) to comply with “know your customer” or similar   identification procedures in circumstances where the necessary information is   not already available to it, each Obligor shall promptly upon the request of   the Agent or any Lender supply, or procure the supply of, such documentation   and other evidence as is reasonably requested by the Agent (for itself or on   behalf of any Lender) or any Lender (for itself or, in the case of the event   described in paragraph (iii) above, on behalf of any prospective new Lender)   in order for the Agent, such Lender or, in the case of the event described in   paragraph (iii) above, any prospective new Lender to carry out and be   satisfied it has complied with all necessary “know your customer” or other   similar checks under all applicable laws and regulations pursuant to the   transactionscontemplated in the Finance Documents. |
|   |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (b)                                       | Each   Lender shall promptly upon the request of the Agent supply, or procure the   supply of, such documentation and other evidence as is reasonably requested   by the Agent (for itself) in order for the Agent to carry out and be   satisfied it has complied with all necessary “know your customer” or other   similar checks under all applicable laws and regulations pursuant to the   transactions contemplated in the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| 18.    | **FINANCIAL COVENANTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The   Borrower shall ensure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the   Debt Service Coverage Ratio as of the last day of each Fiscal Semester shall   be not less than 1.0:1.0; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the   Net Debt to EBITDA Ratio as of the last day of each Fiscal Semester shall not   be greater than 3.0:1.0; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the   Total Debt to Total Capitalisation Ratio as of the last day of each Fiscal   Semester shall not exceed 0.7:1.0. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | The   financial covenants set out above shall be tested by reference to each of the   financial statements and/or each Compliance Certificate delivered pursuant to   Clause 17.1 (*Financial Statements*)   and Clause 17.2 (*Compliance Certificate*).   Notwithstanding the foregoing any breach of such financial covenants shall be   considered to have begun as of the last day of the relevant Fiscal Semester.   The calculation of the above ratios (and all components thereof) shall be   made using GAAP.                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 19.    | **GENERAL UNDERTAKINGS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The   undertakings in this Clause 19 remain in force from the Restatement Date for   so long as any amount is outstanding under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 19.1   | **Authorisations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Each   Obligor shall promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | obtain,   comply with and do all that is necessary to maintain in full force and   effect; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | supply   certified copies to the Agent of, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | any   Authorisation required under any law or regulation of its jurisdiction of   incorporation to enable it to perform its obligations under the Transaction   Documents and to ensure the legality, validity, enforceability or   admissibility in evidence in its jurisdiction of incorporation of any   Transaction Document (except for those contemplated in sub-clause (y) of   paragraph (a) of Clause 16.5 (*Validity and   admissibility in evidence*)).                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 19.2   | **Compliance with laws**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Each   Obligor shall (and shall cause each of its respective Subsidiaries to) comply   with the requirements of all Applicable Laws (including export regulations)   and orders of any Governmental Authority and with all material contractual   obligations applicable to it (or its Subsidiaries), in each case to the   extent that failure to comply therewith could (in the aggregate) reasonably   be expected to have a Material Adverse Effect, except where (and for so long   as) the necessity of compliance therewith is being contested in good faith by   appropriate proceedings. |

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| 19.3   | **Negative pledge**                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | No   Obligor shall create, assume or suffer to exist any Security (other than the   Transaction Security) over any of its rights under or with respect to any   Sales Contract or the Collection Account.    In addition, no Obligor shall create, assume or suffer to exist (and   the Borrower shall not permit any Designated Subsidiary to create, assume or   suffer to exist), any Security on any of its other assets, whether now owned   or hereafter acquired by it, except: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Permitted   Security and the Transaction Security; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security on the inventory or receivables (other than those described in   paragraph (f) below) of any Obligor or any Designated Subsidiary securing   obligations:  (i) under any short term   lines of credit, entered into in the normal course of business; or (ii) under   any working capital facility; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security in respect of legal proceedings which have been submitted to a   competent court and are being contested in good faith; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security created solely for the purpose of securing the payment of all or a   part of the purchase price of assets (including Capital Stock of any Person)   acquired or constructed after the Restatement Date, provided that (i) the   aggregate principal amount of Debt secured by such Security shall not exceed   the purchase price of the assets so acquired or constructed; and (ii) such   Security shall not encumber any assets other than the assets so acquired and   shall attach to such assets within 90 days of the construction or acquisition   of such assets; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security which arises pursuant to a final judgment or judgments that do not   constitute an Event of Default under Clause 21.9 (*Judgments*); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security on accounts receivable and related assets in connection with export,   import or other trade transactions or in connection with any securitization   transaction, provided that the aggregate amount of any receivables permitted   pursuant to this paragraph (f) securing Debt shall not exceed (i) with   respect to transactions related to revenues from exports, 80% of such Obligor   or Designated Subsidiary’s consolidated net sales from exports; or (ii) with   respect to transactions related to revenues from domestic sales, 80% of such   Obligor or Designated Subsidiary’s consolidated net sales within Brazil; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security granted to secure borrowings from (i) Banco Nacional de Desenvolvimento   Econômico e Social-BNDES, or any other Brazilian governmental development   bank; or (ii) any international development bank or Governmental Authority; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any   Security existing on the Restatement Date; |

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

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

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

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| 19.11  | **Pari passu ranking**                                                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | Each   Obligor shall ensure that at all times all unsecured and unsubordinated   claims of the Lenders against it under each Finance Document rank at least pari   passu with the claims of all its other unsecured and unsubordinated creditors   except those creditors whose claims are mandatorily preferred by laws of   general application to companies. |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| 19.12  | **Access and Inspection: Books and   Records**                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                             | The   Borrower shall ensure that (not more than once in every financial year unless   the Agent reasonably suspects a Default is continuing or may occur) the Agent   and/or the Trustee and/or its accountants or other professional advisers and   contractors has free access at all reasonable times and on reasonable notice   at the risk and cost of the Borrower (i) to the premises, assets, books,   accounts and records of each Obligor and (ii) to meet and discuss matters   with senior management. |
|   |                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                             | Each   of the Obligors shall (and the Borrower shall cause each of the Designated   Subsidiaries to) (i) engage internationally recognised independent   accountants to audit its financial statements, and (ii) maintain a system of   accounting in which full and correct entries shall be made of all of its   financial transactions, assets and liabilities in accordance with applicable   GAAP. |
|   |                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                             | No   Obligor shall (and the Borrower shall not permit any Designated Subsidiary   to) amend, modify or otherwise change any of its *estatutos sociais*, by-laws or other similar documents in   any way that would adversely affect the Finance Parties without the prior   written consent (which consent shall not be unreasonably withheld or delayed)   of the Majority Lenders. |
|   |                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                             | No   Obligor shall (and the Borrower shall not permit any Designated Subsidiary   to) take any action, or conduct its affairs in a manner, that would   reasonably be expected to result in its corporate existence being ignored by   any court of competent jurisdiction or in its assets and/or liabilities being   substantively consolidated with those of any other Person in a bankruptcy,   reorganisation or other insolvency proceeding. |
|   |                                                                                                                                                                                                                                                                                                                                                            |   |
| 19.13  | **Sales Contracts**                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | As   soon as the same becomes available, the Guarantor shall deliver, or procure   that there is delivered, to the Trustee:                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                             | to   the extent not previously delivered together with the Sales Contract   Designation Notice relating to that Sales Contract, a copy of any and all   documentation evidencing a Sales Contract; |
|   |                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                             | the   details of any litigation, arbitration or administrative proceedings which   are current, threatened or pending in relation to any Sales Contract; and |

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

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| 20.2   | **Sales Information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The   Obligors shall deliver, or procure that there is delivered, to the Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | on   each Sales Value Testing Date, a report detailing all of the projected sales   of Products (including details as to scheduled delivery dates, Products,   tonnage, sales prices, Buyers and any relevant vessel nominations) made or to   be made by the Guarantor under the Sales Contracts during the then current   Coverage Period; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | on   demand, such additional financial or sales information relating to the sale   of Products to Buyers by the Guarantor as may reasonably be requested by the   Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| 20.3   | **Shipping Documents**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | As   soon as the same are available, the Guarantor shall deliver to the Trustee   copies of any and all Documents of Title relating to Products to be delivered   to a Buyer under a Sales Contract and any other document required to be delivered   by the Guarantor to the Buyer in relation to such Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.4   | **Collection Account**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The   Obligors shall procure and ensure that all amounts paid by or on behalf of a   Buyer in respect of Products delivered or to be delivered to a Buyer under a   Sales Contract are made directly into the Collection Account.  Without prejudice to the foregoing, in the   event that any amount paid by or on behalf of a Buyer in respect of Products   delivered or to be delivered to a Buyer under a Sales Contract is not paid   directly into the Collection Account and is instead otherwise received by an   Obligor, that Obligor shall forthwith pay such amount to the Collection   Account (and until such payment to the Collection Account the relevant amount   shall be held in trust by the relevant Obligor for the benefit of the   Trustee). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.5   | **Debt Service Coverage**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Subject   to Clause 20.7 (*“Top-Up” Clause*),   the Obligors shall procure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | on   each Sales Value Testing Date, the Aggregate Sales Value with respect to the   then current Coverage Period is not less than the amount which is 115% of the   Debt Service Obligation for that Coverage Period; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the   amounts which are credited to the Collection Account pursuant to Clause 20.4   (*Collection Account*) are such   that the Collection Account Amount on each Payment Testing Date is not less   than the amount which is 115% of the Debt Service Obligation for the Coverage   Period in which that Payment Testing Date falls. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| 20.6   | **Sales Contracts**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The   Guarantor shall enter into and designate such Sales Contracts as are   necessary to enable it to comply with its obligations under Clause 20.5 (*Debt Service Coverage*).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| 20.7   | “**Top-Up**”**Clause**                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In   the event that the Obligors fail to comply with the requirements set out   under paragraph (a) of Clause 20.5 (*Debt   Service Coverage*) on any Sales Value Testing Date, no breach of   this Agreement shall be deemed to have occurred as a result of such failure   if, on or before the day (the “**Back-Stop   Date**”) which is ten days after that Sales Value Testing Date,   either: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                           | the   Guarantor designates and delivers copies of further Sales Contracts to the   Trustee; and/or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                           | the   Borrower prepays all or part of the Loans in accordance with Clause 5.2 (*Voluntary Prepayment*), |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | so   that on the Back-Stop Date the Aggregate Sales Value for the Coverage Period   in which the Back-Stop Date falls is not less than the amount which is 115%   of the Debt Service Obligation for that Coverage Period.                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.8   | **Payments from Collection Account on   Interest Payment Dates**                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Without   prejudice to any of the rights and remedies of the Finance Parties under the   Finance Documents, on each Interest Payment Date with respect to each Loan:                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                           | the   Trustee shall be entitled to (and, provided that the Collection Account   Amount at such time is sufficient to discharge all principal, interest and   other sums due and payable by the Obligors under the Finance Documents at   such time, shall) debit from the Collection Account any amount then standing   to the credit of the Collection Account and shall apply any amount so debited   in or towards the discharge of principal, interest and all other sums due and   payable by the Obligors under the Finance Documents at such time; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                           | immediately   after application of the amount(s) referred to in paragraph (a) above, and   provided that no Default is continuing at such time, the Guarantor shall be   entitled to withdraw from the Collection Account the surplus (if any)   remaining after application of the above amount(s) referred to in paragraph   (a) above. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 20.9   | **Authorisation of the Obligors**                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Each   of the Obligors specifically authorises the Trustee to make the payments and   transfers specified in Clause 20.8 (*Payments   from Collection Account on Interest Payment Dates*).                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.10  | **No Withdrawal**                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The   Obligors shall not at any time be entitled to withdraw or receive any amount   standing to the credit of the Collection Account except as specifically   provided in Clause 20.8 (*Payments from   Collection Account on Interest Payment Dates*).                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.    | **EVENTS OF DEFAULT**                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Each   of the events or circumstances set out in this Clause 21 is an Event of   Default.                                                                                                                                                                                                                                                                                                                     |

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| 21.1   | **Non-payment**                                                                                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                               |
|   | An   Obligor does not pay on the due date any amount payable pursuant to a Finance   Document at the place at and in the currency in which it is expressed to be   payable unless: |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | its   failure to pay is caused by administrative or technical error; and |
|   |                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                | payment   is made within 2 Business Days of its due date. |
|   |                                                                                                                                                                               |   |
| 21.2   | **Financial and other covenants**                                                                                                                                                  |
|   |                                                                                                                                                                               |
|   | Any   requirement of Clauses 18 (*Financial   Covenants*) or Clause 20 (*Debt   Service Undertaking*) is not satisfied.                                                            |
|   |                                                                                                                                                                               |
| 21.3   | **Other obligations**                                                                                                                                                              |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | An   Obligor does not comply with any provision of the Finance Documents (other   than those referred to in Clause 21.1 (*Non-payment*)   and Clause 21.2 (*Financial and other   covenants*)). |
|   |                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                | No   Event of Default under paragraph (a) above in relation to Clause 19 (*General Undertakings*) will occur if the   failure to comply is capable of remedy and is remedied within 30 days of the   earlier of (i) the relevant Obligor receiving notice of the failure to comply   from the Agent and (ii) the relevant Obligor otherwise becoming aware of the   failure to comply. |
|   |                                                                                                                                                                               |   |
| 21.4   | **Misrepresentation**                                                                                                                                                              |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | Any   representation or statement made or deemed to be made by an Obligor in any   Finance Document or any other document delivered by or on behalf of any   Obligor under or in connection with any Finance Document is or proves to have   been incorrect or misleading in any material respect when made or deemed to   be made. |
|   |                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                | No   Event of Default under paragraph (a) above will occur if the failure to   comply is capable of remedy and is remedied within 5 Business Days of the   earlier of the Agent giving notice to the relevant Obligor or the relevant   Obligor becoming aware of the failure to comply. |
|   |                                                                                                                                                                               |   |
| 21.5   | **Cross default**                                                                                                                                                                  |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | Any   Debt of any Votorantim Party or any of the consolidated subsidiaries of the   Borrower as determined in accordance with GAAP is not paid when due nor   within any originally applicable grace period. |
|   |                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                | Any   Debt of any Votorantim Party or any of the consolidated subsidiaries of the   Borrower as determined in accordance with GAAP is declared to be or otherwise   becomes due and payable prior to its specified maturity as a result of an   event of default (however described). |

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

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

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| 21.14  | **Effectiveness of documents**                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                  | Any   Finance Document ceases to be in full force and effect or any Transaction   Document which is not a Finance Document ceases to be in full force and   effect as against an Obligor. |
|   |                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                  | Any   Transaction Document is alleged by an Obligor to be ineffective for any   reason. |
|   |                                                                                                                                                                                 |   |
|   | (c)                                                                                                                                                                                  | A   Security Document does not or ceases to create the valid, first ranking,   fully perfected security it purports to create. |
|   |                                                                                                                                                                                 |   |
|   | (d)                                                                                                                                                                                  | Any   Transaction Document is terminated, cancelled, suspended or revoked by an   Obligor. |
|   |                                                                                                                                                                                 |   |
|   | (e)                                                                                                                                                                                  | No   Event of Default will occur under paragraphs (a) to (c) above if the event in   question is capable of remedy and is remedied (to the satisfaction of the   Agent) within 10 Business Days from the date the event occurred. |
|   |                                                                                                                                                                                 |   |
| 21.15  | **Governmental Intervention**                                                                                                                                                        |
|   |                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                  | The   authority or ability of any Obligor or any Designated Subsidiary to conduct   its business in any respect that is material to its day to day business   activities is limited or wholly or substantially curtailed by any seizure,   expropriation, nationalisation, intervention, restriction or other action by   or on behalf of any governmental, regulatory or other authority or Person in   relation to any Obligor or any Designated Subsidiary or any of their   respective assets. |
|   |                                                                                                                                                                                 |   |
|   | (b)                                                                                                                                                                                  | By   or under the authority of any government: |
|   |                                                                                                                                                                                 |   |
|   |                                                                                                                                                                                 | (i) | the   management of any Obligor or any Designated Subsidiary (which management is   material to its day to day business activities) is wholly or substantially   displaced or the authority of any Obligor or any Designated Subsidiary in the   conduct of its business is wholly or substantially curtailed; or |
|   |                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                 | (ii) | all   or a majority of the issued shares of any Obligor or any Designated   Subsidiary or the whole or any part (the book value of which is 20 per cent.   or more of the book value of the whole) of any of their respective revenues   or assets is seized, nationalised, expropriated or compulsorily acquired. |
|   |                                                                                                                                                                                 |   |   |
| 21.16  | **Acceleration**                                                                                                                                                                     |
|   |                                                                                                                                                                                 |
|   | On   and at any time after the occurrence of an Event of Default which is   continuing the Agent may, and shall if so directed by the Majority Lenders,   by notice to the Borrower: |
|   |                                                                                                                                                                                 |
|   | (a)                                                                                                                                                                                  | declare   that all or part of any Loan, together with accrued interest, and all other   amounts accrued or outstanding under the Finance Documents be immediately due   and payable, whereupon they shall become immediately due and payable; and/or |

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|   | (b)                                                                                                                                                                                                                                                                 | declare   that all or part of any Loan be payable on demand, whereupon they shall   immediately become payable on demand by the Agent on the instructions of the   Majority Lenders; and/or                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   | (c)                                                                                                                                                                                                                                                                 | exercise,   or direct the Trustee to exercise, any or all of its rights, remedies and   powers under any of the Finance Documents.                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
| 22.    | **CHANGES TO THE LENDERS**                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                |
| 22.1   | **Assignments and transfers by the   Lenders**                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                |
|   | Subject   to this Clause 22, a Lender (the “**Existing   Lender**”) may:                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                 | assign   any of its rights; or                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   | (b)                                                                                                                                                                                                                                                                 | transfer   by novation any of its rights and obligations,                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   | to   another bank or financial institution or to a trust, fund or other entity   which is regularly engaged in or established for the purpose of making,   purchasing or investing in loans, securities or other financial assets (the “**New Lender**”). |
|   |                                                                                                                                                                                                                                                                |
| 22.2   | **Conditions of assignment or   transfer**                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                |
|   | (a)                                                                                                                                                                                                                                                                 | The   consent of the Borrower is required for an assignment or transfer by an   Existing Lender, unless the assignment is to another Lender or an Affiliate   of a Lender or an Event of Default has occurred and is continuing.                                                                                             |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   | (b)                                                                                                                                                                                                                                                                 | The   consent of the Borrower to an assignment must not be unreasonably withheld or   delayed.  The Borrower will be deemed   to have given its consent ten Business Days after the Borrower has received   the Existing Lender’s request unless such request has been refused by the   Borrower within that time. |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   | (c)                                                                                                                                                                                                                                                                 | An   assignment will only be effective on:                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                          | receipt   by the Agent of written confirmation from the New Lender (in form and   substance satisfactory to the Agent) that the New Lender will assume the same   obligations to the other Finance Parties and the other Secured Parties as it   would have been under if it was an Existing Lender; and |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                         | performance   by the Agent of all necessary “know your customer” or other similar checks   under all applicable laws and regulations in relation to such assignment to a   New Lender, the completion of which the Agent shall promptly notify to the   Existing Lender and the New Lender. |
|   |                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                         |   |
|   | (d)                                                                                                                                                                                                                                                                 | A   transfer will only be effective if the procedure set out in Clause 22.5 (*Procedure for transfer*) is complied   with.                                                                                                                                                                                                   |

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|   | (e)                                                                                                                                              | If:                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                             | (i)                                                                                                                                                                                                                                                                                                          | a   Lender assigns or transfers any of its rights or obligations under the   Finance Documents or changes its Facility Office; and |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                         | as   a result of circumstances existing at the date the assignment, transfer or   change occurs, an Obligor would be obliged to make a payment to the New   Lender or Lender acting through its new Facility Office under Clause 10 (*Tax gross-up and indemnities*) or Clause   11 (*Increased costs*), |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | then   the New Lender or Lender acting through its new Facility Office is only   entitled to receive payment under those Clauses to the same extent as the   Existing Lender or Lender acting through its previous Facility Office would   have been if the assignment, transfer or change had not occurred. |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |
| 22.3   | **Assignment or transfer fee**                                                                                                                   |
|   |                                                                                                                                             |
|   | The   New Lender shall, on the date upon which an assignment or transfer takes   effect, pay to the Agent (for its own account) a fee of $5,000. |
|   |                                                                                                                                             |
| 22.4   | **Limitation of responsibility of   Existing Lenders**                                                                                           |
|   |                                                                                                                                             |
|   | (a)                                                                                                                                              | Unless   expressly agreed to the contrary, an Existing Lender makes no representation   or warranty and assumes no responsibility to a New Lender for:                                                                                                                                                       |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                             | (i)                                                                                                                                                                                                                                                                                                          | the   legality, validity, effectiveness, adequacy or enforceability of the   Transaction Documents, the Transaction Security or any other documents; |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                         | the   financial condition of any Obligor or any Buyer; |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | (iii)                                                                                                                                                                                                                                                                                                        | the   performance and observance by any Obligor or any Buyer of its obligations   under the Transaction Documents or any other documents; or |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | (iv)                                                                                                                                                                                                                                                                                                         | the   accuracy of any statements (whether written or oral) made in or in connection   with any Transaction Document or any other document, |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | and   any representations or warranties implied by law are excluded.                                                                                                                                                                                                                                         |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |
|   | (b)                                                                                                                                              | Each   New Lender confirms to the Existing Lender and the other Finance Parties that   it:                                                                                                                                                                                                                   |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                             | (i)                                                                                                                                                                                                                                                                                                          | has   made (and shall continue to make) its own independent investigation and   assessment of the financial condition and affairs of each Obligor and each   Buyer and their related entities in connection with its participation in this   Agreement and has not relied exclusively on any information provided to it by   the Existing Lender in connection with any Transaction Documents; and |
|   |                                                                                                                                             |                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                         | will   continue to make its own independent appraisal of the creditworthiness of each   Obligor and each Buyer and their related entities whilst any amount is or may   be outstanding under the Finance Documents. |

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|   | (c)                        | Nothing   in any Finance Document obliges an Existing Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | accept   a re-transfer from a New Lender of any of the rights and obligations assigned   or transferred under this Clause 22; or |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | support   any losses directly or indirectly incurred by the New Lender by reason of the   non-performance by any Obligor of its obligations under the Finance Documents   or otherwise. |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| 22.5   | **Procedure for transfer** |
|   |                       |
|   | (a)                        | Subject   to the conditions set out in Clause 22.2 (*Conditions   of assignment or transfer*) a transfer is effected in accordance   with paragraph (c) below when the Agent executes an otherwise duly completed   Transfer Certificate delivered to it by the Existing Lender and the New   Lender.  The Agent shall, as soon as   reasonably practicable after receipt by it of a duly completed Transfer   Certificate appearing on its face to comply with the terms of this Agreement   and delivered in accordance with the terms of this Agreement, execute that   Transfer Certificate. |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)                        | The   Agent shall only be obliged to execute a Transfer Certificate delivered to it   by the Existing Lender and the New Lender once it is satisfied it has   complied with all necessary “know your customer” or other similar checks   under all applicable laws and regulations in relation to the transfer to such   New Lender.                                                                                                                                                                                                                                                        |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (c)                        | On   the Transfer Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | to   the extent that in the Transfer Certificate the Existing Lender seeks to   transfer by novation its rights and obligations under the Finance Documents   and in respect of the Transaction Security each of the Obligors and the   Existing Lender shall be released from further obligations towards one   another under the Finance Documents and in respect of the Transaction   Security and their respective rights against one another shall be cancelled   (being the “**Discharged Rights and   Obligations**”); |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | each   of the Obligors and the New Lender shall assume obligations towards one   another and/or acquire rights against one another which differ from the   Discharged Rights and Obligations only insofar as that Obligor and the New   Lender have assumed and/or acquired the same in place of that Obligor and the   Existing Lender; |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the   Agent, the Arrangers, the Trustee, the New Lender and other Lenders shall   acquire the same rights and assume the same obligations between themselves   and in respect of the Transaction Security as they would have acquired and   assumed had the New Lender been an Existing Lender with the rights and/or   obligations acquired or assumed by it as a result of the transfer and to that   extent the Agent, the Arrangers, the Trustee and the Existing Lender shall   each be released from further obligations to each other under the Finance   Documents; and |
|   |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the   New Lender shall become a Party as a “Lender”. |

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| 22.6   | **Copy of Transfer Certificate to   Borrower**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The   Agent shall, as soon as reasonably practicable after it has executed a   Transfer Certificate, send to the Borrower a copy of that Transfer   Certificate.                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.7   | **Disclosure of information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Any   Lender may disclose to any of its Affiliates and any other Person:                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | to   (or through) whom that Lender assigns or transfers (or may potentially assign   or transfer) all or any of its rights and obligations under this Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | with   (or through) whom that Lender enters into (or may potentially enter into) any   sub-participation in relation to, or any other transaction under which   payments are to be made by reference to, this Agreement or any Obligor; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | to   whom, and to the extent that, information is required to be disclosed by any   applicable law or regulation, and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | any   information about any Obligor, the Group or any Buyer and the Transaction   Documents as that Lender shall, in its reasonable opinion, consider   appropriate if, in relation to paragraphs (a) and (b) above, the Person to   whom the information is to be given has entered into a Confidentiality   Undertaking.                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.8   | **Participations by Lenders**                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Any   Lender may enter into any sub-participation in relation to any of the Finance   Documents or the Obligors or any other contractual arrangements with third   parties in respect of any Loan or to reduce its credit exposure to the   Obligors without the consent of the Obligors.  The relevant Lender shall notify the Agent (which shall notify   the Borrower) of each such sub-participation that is entered into within 5   Business Days from the date it is entered into. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 23.    | **CHANGES TO THE OBLIGORS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | No   Obligor may assign any of its rights or transfer any of its rights or   obligations under the Finance Documents unless each of the Lenders has given   its prior written consent to such assignment or transfer.                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 24.    | **ROLE OF THE AGENT AND THE ARRANGERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 24.1   | **Appointment of the Agent**                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Each   other Finance Party (other than the Trustee) appoints the Agent to act as its   agent under and in connection with the Finance Documents. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Each   other Finance Party authorises the Agent to exercise the rights, powers,   authorities and discretions specifically given to the Agent under or in   connection with the Finance Documents together with any other incidental   rights, powers, authorities and discretions. |

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| 24.2   | **Duties of the Agent**                                                                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                              |
|   | (a)                                                                                                                                                                               | The   Agent shall promptly forward to a Party the original or a copy of any   document which is delivered to the Agent for that Party by any other Party. |
|   |                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                               | Except   where a Finance Document specifically provides otherwise, the Agent is not   obliged to review or check the adequacy, accuracy or completeness of any   document it forwards to another Party. |
|   |                                                                                                                                                                              |   |
|   | (c)                                                                                                                                                                               | If   the Agent receives notice from a Party referring to this Agreement,   describing a Default and stating that the circumstance described is a   Default, it shall promptly notify the other Finance Parties. |
|   |                                                                                                                                                                              |   |
|   | (d)                                                                                                                                                                               | If   the Agent is aware of the non-payment of any principal, interest or any fee   payable to a Finance Party (other than the Agent, the Arranger or the   Trustee) under this Agreement it shall promptly notify the other Finance   Parties. |
|   |                                                                                                                                                                              |   |
|   | (e)                                                                                                                                                                               | The   Agent’s duties under the Finance Documents are solely mechanical and   administrative in nature. |
|   |                                                                                                                                                                              |   |
| 24.3   | **Role of the Arrangers**                                                                                                                                                         |
|   |                                                                                                                                                                              |
|   | Except   as specifically provided in the Finance Documents, each Arranger has no   obligations of any kind to any other Party under or in connection with any   Finance Document. |
|   |                                                                                                                                                                              |
| 24.4   | **No fiduciary duties**                                                                                                                                                           |
|   |                                                                                                                                                                              |
|   | (a)                                                                                                                                                                               | Nothing   in this Agreement constitutes the Agent or the Arrangers as a trustee or   fiduciary of any other Person. |
|   |                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                               | Neither   the Agent nor the Arrangers shall be bound to account to any Lender for any   sum or the profit element of any sum received by it for its own account. |
|   |                                                                                                                                                                              |   |
| 24.5   | **Business with the Group**                                                                                                                                                       |
|   |                                                                                                                                                                              |
|   | The   Agent and the Arrangers may accept deposits from, lend money to and generally   engage in any kind of banking or other business with any member of the Group.               |
|   |                                                                                                                                                                              |
| 24.6   | **Rights and discretions of the Agent**                                                                                                                                           |
|   |                                                                                                                                                                              |
|   | (a)                                                                                                                                                                               | The   Agent may rely on: |
|   |                                                                                                                                                                              |   |
|   |                                                                                                                                                                              | (i) | any   representation, notice or document believed by it to be genuine, correct and   appropriately authorised; and |
|   |                                                                                                                                                                              |   |   |
|   |                                                                                                                                                                              | (ii) | any   statement made by a director, authorised signatory or employee of any Person   regarding any matters which may reasonably be assumed to be within his   knowledge or within his power to verify. |

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

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

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

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

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

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|   | (c)                                            | be   entitled to carry out all dealings with the Lenders through the Agent and may   give to the Agent any notice or other communication required to be given by   the Trustee to the Lenders.                                                                                                                                                                                                                                                                                                 |
|--------|------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 25.4   | **Trustee’s Actions**                     |
|   |                                           |
|   | Subject   to the provisions of this Clause 25: |
|   |                                           |
|   | (a)                                            | the   Trustee may, in the absence of any instructions to the contrary, take such   action in the exercise of any of its powers and duties under the Finance   Documents which in its absolute discretion it considers to be for the   protection and benefit of all the Secured Parties; and                                                                                                                                                                                                   |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)                                            | at   any time after receipt by the Trustee of notice from the Agent directing the   Trustee to exercise all or any of its rights, remedies, powers or discretions   under any of the Finance Documents, the Trustee may, and shall if so directed   by the Agent, take any action as in its sole discretion it thinks fit to   enforce the Transaction Security.                                                                                                                               |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 25.5   | **Trustee’s Discretions**                 |
|   |                                           |
|   | (a)                                            | The   Trustee may assume (unless it has received actual notice to the contrary in   its capacity as trustee for the Secured Parties) that:                                                                                                                                                                                                                                                                                                                                                     |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | no   Default has occurred and none of the Obligors or the Buyers is in breach of   or default under its obligations under any of the Transaction Documents; and |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any   right, power, authority or discretion vested in any Person has not been   exercised. |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | (b)                                            | The   Trustee may, if it receives any instructions or directions from the Agent to   take any action in relation to the Transaction Security, assume that all   applicable conditions under the Finance Documents for taking that action have   been satisfied.                                                                                                                                                                                                                                |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)                                            | Without   prejudice to the Borrower’s obligations under Clause 14 (*Costs and Expenses*), the Trustee may   engage, pay for and rely on the advice or services of any lawyers,   accountants, surveyors or other experts (whether obtained by the Trustee or   by any other Secured Party).                                                                                                                                                                                               |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (d)                                            | The   Trustee may rely upon any communication or document believed by it to be   genuine and, as to any matters of fact which might reasonably be expected to   be within the knowledge of a Secured Party or an Obligor, upon a certificate   signed by or on behalf of that Person.                                                                                                                                                                                                          |
|   |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (e)                                            | The   Trustee may refrain from acting in accordance with the instructions of the   Agent or Lenders (including bringing any legal action or proceeding arising   out of or in connection with the Transaction Documents) until it has received   any indemnification and/or security that it may in its absolute discretion   require (whether by way of payment in advance or otherwise) for all costs,   losses and liabilities which it may incur in bringing such action or   proceedings. |

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| 25.6   | **Trustee’s Obligations**                          |
|--------|---------------------------------------------------------|
|   |                                                    |
|   | The   Trustee shall promptly inform the Agent of:       |
|   |                                                    |
|   | (a)                                                     | the   contents of any notice or document received by it in its capacity as Trustee   from any Obligor or any Buyer under any Transaction Document; and |
|   |                                                    |   |
|   | (b)                                                     | the   occurrence of any Default of which the Trustee has received notice from any   other party to this Agreement. |
|   |                                                    |   |
| 25.7   | **Excluded Obligations**                                |
|   |                                                    |
|   | The   Trustee shall not:                                |
|   |                                                    |
|   | (a)                                                     | be   bound to enquire as to the occurrence or otherwise of any Default or the   performance, default or any breach by an Obligor or a Buyer of its   obligations under any of the Transaction Documents; |
|   |                                                    |   |
|   | (b)                                                     | be   bound to account to any other Secured Party for any sum or the profit element   of any sum received by it for its own account; |
|   |                                                    |   |
|   | (c)                                                     | be   bound to disclose to any other Person (including any Secured Party) (i) any   confidential information or (ii) any other information if disclosure would,   or might in its reasonable opinion, constitute a breach of any law or be a   breach of fiduciary duty; |
|   |                                                    |   |
|   | (d)                                                     | be   under any obligations other than those which are specifically provided for in   the Finance Documents; or |
|   |                                                    |   |
|   | (e)                                                     | have   or be deemed to have any duty, obligation or responsibility to, or   relationship of trust or agency with, any Obligor. |
|   |                                                    |   |
| 25.8   | **No responsibility to perfect   Transaction Security** |
|   |                                                    |
|   | The   Trustee shall not be liable for any failure to:   |
|   |                                                    |
|   | (a)                                                     | require   the deposit with it of any deed or document certifying, representing or   constituting the title of any Obligor to any of the Secured Property; |
|   |                                                    |   |
|   | (b)                                                     | obtain   any licence, consent or other authority for the execution, delivery,   legality, validity, enforceability or admissibility in evidence of any of the   Transaction Documents or the Transaction Security; |
|   |                                                    |   |
|   | (c)                                                     | register,   file or record or otherwise protect any of the Transaction Security (or the   priority of any of the Transaction Security) under any applicable laws in any   jurisdiction or to give notice to any Person of the execution of any of the   Transaction Documents or of the Transaction Security; |

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|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | take,   or to require any of the Obligors to take, any steps to perfect its title to   any of the Secured Property or to render the Transaction Security effective   or to secure the creation of any ancillary Security under the laws of any   jurisdiction; or                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | require   any further assurances in relation to any of the Security Documents.                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 25.9   | **Insurance by Trustee**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The   Trustee shall not be under any obligation to insure any of the Secured   Property, to require any other Person to maintain any insurance or to verify   any obligation to arrange or maintain insurance contained in the Transaction   Documents.  The Trustee shall not be   responsible for any loss which may be suffered by any Person as a result of   the lack of or inadequacy of any such insurance.                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | If   the Trustee is named on any insurance policy as an insured party, it shall   not be responsible for any loss which may be suffered by reason of, directly   or indirectly, its failure to notify the insurers of any material fact   relating to the risk assumed by the insurers or any other information of any   kind, unless any Secured Party has requested it to do so in writing and the   Trustee has failed to do so within fourteen days after receipt of that   request. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 25.10  | **Custodians and Nominees**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The   Trustee may appoint and pay any Person to act as a custodian or nominee on   any terms in relation to any assets of the trust as the Trustee may   determine, including for the purpose of depositing with a custodian this   Agreement or any document relating to the trust created under this Agreement   and the Trustee shall not be responsible for any loss, liability, expense,   demand, cost, claim or proceedings incurred by reason of the misconduct,   omission or default on the part of any Person appointed by it under this   Agreement or be bound to supervise the proceedings or acts of any Person. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 25.11  | **Acceptance of Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The   Trustee shall be entitled to accept without enquiry, and shall not be obliged   to investigate, the right and title as each of the Obligors may have to any   of the Secured Property and shall not be liable for or bound to require any   Obligor to remedy any defect in its right or title.                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 25.12  | **Refrain from Illegality**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The   Trustee may refrain from doing anything which in its opinion will or may be   contrary to any relevant law, directive or regulation of any jurisdiction   which would or might otherwise render it liable to any Person, and the   Trustee may do anything which is, in its opinion, necessary to comply with   any law, directive or regulation.                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 25.13  | **Business with the Obligors**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The   Trustee may accept deposits from, lend money to, and generally engage in any   kind of banking or other business with any of the Obligors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| 25.14  | **Releases**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Upon   a disposal of any of the Secured Property:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | pursuant   to the enforcement of the Transaction Security by a Receiver or the Trustee;   or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | if   that disposal is permitted under the Finance Documents, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | the   Trustee shall (at the cost of the Borrower) release that property from the   Transaction Security and is authorised to execute, without the need for any   further authority from the Secured Parties, any release of the Transaction   Security or other claim over that asset and to issue any certificates of   non-crystallisation of floating charges that may be required or desirable.                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 25.15  | **Winding up of Trust**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | If   the Trustee, with the approval of the Majority Lenders, determines that (a)   all of the Secured Obligations and all other obligations secured by any of   the Security Documents have been fully and finally discharged and (b) none of   the Secured Parties is under any commitment, obligation or liability (actual   or contingent) to make advances or provide other financial accommodation to   any Obligor pursuant to the Finance Documents, the trusts set out in this   Agreement shall be wound up and the Trustee shall release, without recourse   or warranty, all of the Transaction Security and the rights of the Trustee   under each of the Security Documents. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 25.16  | **Perpetuity Period**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The   perpetuity period under the rule against perpetuities, if applicable to this   Agreement, shall be the period of eighty years from the Restatement Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 25.17  | **Powers Supplemental**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The   rights, powers and discretions conferred upon the Trustee by this Agreement   shall be supplemental to the Trustee Acts 1925 and 2000 and in addition to   any which may be vested in the Trustee by general law or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 25.18  | **Disapplication**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Section   1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in   relation to the trusts constituted by this Agreement.  Where there are any inconsistencies   between the Trustee Acts 1925 and 2000 and the provisions of this Agreement,   the provisions of this Agreement shall, to the extent allowed by law, prevail   and, in the case of any inconsistency with the Trustee Act 2000, the   provisions of this Agreement shall constitute a restriction or exclusion for   the purposes of that Act.                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 25.19  | **Resignation of Trustee**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The   Trustee may resign and appoint one of its Affiliates as successor by giving   notice to the other Parties (or to the Agent on behalf of the Lenders). |

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|   | (b)                     | Alternatively   the Trustee may resign by giving notice to the other Parties (or to the Agent   on behalf of the Lenders) in which case the Majority Lenders may appoint a   successor Trustee.                                                                                                                                                                                                                                                                                                                                                |
|--------|-------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)                     | If   the Majority Lenders have not appointed a successor Trustee in accordance   with paragraph (b) above within 30 days after the notice of resignation was   given, the Trustee (after consultation with the Agent) may appoint a   successor Trustee.                                                                                                                                                                                                                                                                                       |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (d)                     | The   retiring Trustee shall, at its own cost, make available to the successor   Trustee such documents and records and provide such assistance as the   successor Trustee may reasonably request for the purposes of performing its   functions as Trustee under the Finance Documents.                                                                                                                                                                                                                                                       |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (e)                     | The   Trustee’s resignation notice shall only take effect upon (i) the appointment   of a successor and (ii) the transfer of all of the Transaction Security to   that successor.                                                                                                                                                                                                                                                                                                                                                         |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (f)                     | Upon   the appointment of a successor, the retiring Trustee shall be discharged from   any further obligation in respect of the Finance Documents but shall remain   entitled to the benefit of Clauses 24 (*Role   of the Agent and Arrangers*) and 25 (*Role of Trustee*).    Its successor and each of the other Parties shall have the same rights   and obligations amongst themselves as they would have had if such successor   had been an original Party.                                                                        |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (g)                     | The   Majority Lenders may, by notice to the Trustee, require it to resign in   accordance with paragraph (b) above.    In this event, the Trustee shall resign in accordance with paragraph   (b) above.                                                                                                                                                                                                                                                                                                                                 |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 25.20  | **Delegation**          |
|   |                    |
|   | (a)                     | The   Trustee may, at any time, delegate by power of attorney or otherwise to any   Person for any period, all or any of the rights, powers and discretions   vested in it by any of the Finance Documents.                                                                                                                                                                                                                                                                                                                                    |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)                     | The   delegation may be made upon any terms and conditions (including the power to   sub-delegate) and subject to any restrictions as the Trustee may think fit in   the interests of the Secured Parties and it shall not be bound to supervise,   or be in any way responsible for any loss incurred by reason of any   misconduct or default on the part of any delegate or sub-delegate.                                                                                                                                                   |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 25.21  | **Additional Trustees** |
|   |                    |
|   | (a)                     | The   Trustee may at any time appoint (and subsequently remove) any Person to act   as a separate trustee or as a co-trustee jointly with it (i) if it considers   that appointment to be in the interests of the Secured Parties or (ii) for   the purposes of conforming to any legal requirements, restrictions or   conditions which the Trustee deems to be relevant or (iii) for obtaining or   enforcing any judgment in any jurisdiction, and the Trustee shall give prior   notice to the Borrower and the Agent of that appointment. |

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|   | (b)                                                                                                                                                                                                                                                                                                         | Any   Person so appointed shall have the rights, powers and discretions (not   exceeding those conferred on the Trustee by this Agreement) and the duties   and obligations that are conferred or imposed by the instrument of   appointment.                                                                                                                                                                                                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (c)                                                                                                                                                                                                                                                                                                         | The   remuneration that the Trustee may pay to any Person, and any costs and   expenses incurred by that Person in performing its functions pursuant to that   appointment shall, for the purposes of this Agreement, be treated as costs   and expenses incurred by the Trustee.                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 25.22  | **Parallel Debt (Covenant to pay the   Trustee)**                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                         | Notwithstanding   any other provision of this Agreement, each Obligor hereby irrevocably and   unconditionally undertakes to pay to the Trustee, as creditor in its own   right and not as representative of the other Finance Parties, sums equal to   and in the currency of each amount payable by such Obligor to each of the   Finance Parties under each of the Finance Documents as and when that amount   falls due for payment under the relevant Finance Document.                                                                                      |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                                                                                         | The   Trustee shall have its own independent right to demand payment of the amounts   payable by each Obligor under this Clause 25.22.                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (c)                                                                                                                                                                                                                                                                                                         | Any   amount due and payable by an Obligor to the Trustee under this Clause 25.22   shall be decreased to the extent that the other Finance Parties have received   (and are able to retain) payment in full of the corresponding amount under   the other provisions of the Finance Documents and any amount due and payable   by an Obligor to the other Finance Parties under those provisions shall be   decreased to the extent that the Trustee has received (and is able to retain)   payment in full of the corresponding amount under this Clause 25.22. |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 26.    | **CONDUCT OF BUSINESS BY THE FINANCE   PARTIES**                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                        |
|   | No   provision of this Agreement will:                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                         | interfere   with the right of any Finance Party to arrange its affairs (tax or otherwise)   in whatever manner it thinks fit;                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                                                                                         | oblige   any Finance Party to investigate or claim any credit, relief, remission or   repayment available to it or the extent, order and manner of any claim; or                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (c)                                                                                                                                                                                                                                                                                                         | oblige   any Finance Party to disclose any information relating to its affairs (tax or   otherwise) or any computations in respect of Tax.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 27.    | **SHARING AMONG THE FINANCE PARTIES**                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                        |
| 27.1   | **Payments to Finance Parties**                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                        |
|   | If   a Finance Party (a “**Recovering Finance   Party**”) receives or recovers any amount from an Obligor other than   in accordance with Clause 28 (*Payment mechanics*)   or Clause 30 (*Application of Proceeds*)   and applies that amount to a payment due under the Finance Documents then: |

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|   | (a)                                                                                                                                                                                                                                         | the   Recovering Finance Party shall, within three Business Days, notify details of   the receipt or recovery, to the Agent;                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                         | the   Agent shall determine whether the receipt or recovery is in excess of the   amount the Recovering Finance Party would have been paid had the receipt or   recovery been received or made by the Agent and distributed in accordance   with Clause 28 (*Payment mechanics*),   without taking account of any Tax which would be imposed on the Agent in   relation to the receipt, recovery or distribution; and                                                                                                                             |
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (c)                                                                                                                                                                                                                                         | the   Recovering Finance Party shall, within three Business Days of demand by the   Agent, pay to the Agent an amount (the “**Sharing   Payment**”) equal to such receipt or recovery less any amount which   the Agent determines may be retained by the Recovering Finance Party as its   share of any payment to be made, in accordance with Clause 28.5 (*Partial payments*).                                                                                                                                                       |
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 27.2   | **Redistribution of payments**                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                        |
|   | The   Agent shall treat the Sharing Payment as if it had been paid by the relevant   Obligor and distribute it between the Finance Parties (other than the   Recovering Finance Party) in accordance with Clause 28.5 (*Partial payments*). |
|   |                                                                                                                                                                                                                                        |
| 27.3   | **Recovering Finance Party’s rights**                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                         | On   a distribution by the Agent under Clause 27.2 (*Redistribution of payments*), the Recovering Finance Party   will be subrogated to the rights of the Finance Parties which have shared in   the redistribution.                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                         | If   and to the extent that the Recovering Finance Party is not able to rely on   its rights under paragraph (a) above, the relevant Obligor shall be liable to   the Recovering Finance Party for a debt equal to the Sharing Payment which is   immediately due and payable.                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 27.4   | **Reversal of redistribution**                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                        |
|   | If   any part of the Sharing Payment received or recovered by a Recovering Finance   Party becomes repayable and is repaid by that Recovering Finance Party, then:                                                                          |
|   |                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                         | each   Finance Party which has received a share of the relevant Sharing Payment   pursuant to Clause 27.2 (*Redistribution of   payments*) shall, upon request of the Agent, pay to the Agent for   account of that Recovering Finance Party an amount equal to the appropriate   part of its share of the  Sharing   Payment (together with an amount as is necessary to reimburse that Recovering   Finance Party for its proportion of any interest on the Sharing Payment which   that Recovering Finance Party is required to pay); and |
|   |                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (b)                                                                                                                                                                                                                                         | that   Recovering Finance Party’s rights of subrogation in respect of any   reimbursement shall be cancelled and the Borrower will be liable to the   reimbursing Finance Party for the amount so reimbursed.                                                                                                                                                                                                                                                                                                                                |

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| 27.5   | **Exceptions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | This   Clause 27 shall not apply to the extent that the Recovering Finance Party   would not, after making any payment pursuant to this Clause, have a valid and   enforceable claim against the relevant Obligor. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A   Recovering Finance Party is not obliged to share with any other Finance Party   any amount which the Recovering Finance Party has received or recovered as a   result of taking legal or arbitration proceedings, if: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i) | it   notified that other Finance Party of the legal or arbitration proceedings;   and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii) | that   other Finance Party had an opportunity to participate in those legal or   arbitration proceedings but did not do so as soon as reasonably practicable   having received notice and did not take separate legal or arbitration proceedings. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
| 28.    | **PAYMENT MECHANICS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 28.1   | **Payments to the Agent**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On   each date on which an Obligor or a Lender is required to make a payment under   a Finance Document, that Obligor or Lender shall make the same available to   the Agent (unless a contrary indication appears in a Finance Document) for   value on the due date at the time and in such funds specified by the Agent as   being customary at the time for settlement of transactions in the relevant   currency in the place of payment. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Payment   shall be made to such account as the Agent specifies from time to time. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| 28.2   | **Distributions by the Agent**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Each   payment received by the Agent under the Finance Documents for another Party   shall, subject to Clause 28.3 (*Distributions   to an Obligor*), Clause 28.4 (*Clawback*)   and Clause 24.15 (*Deduction from amounts   payable by the Agent*) be made available by the Agent as soon as   practicable after receipt to the Party entitled to receive payment in   accordance with this Agreement (in the case of a Lender, for the account of   its Facility Office), to such account as that Party may notify to the Agent   by not less than five Business Days’ notice with a bank in the principal   financial centre of the country of that currency. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 28.3   | **Distributions to an Obligor**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The   Agent may (with the consent of the relevant Obligor or in accordance with   Clause 29 (*Set-off*)) apply any   amount received by it for that Obligor in or towards payment (on the date and   in the currency and funds of receipt) of any amount due from that Obligor   under the Finance Documents or in or towards purchase of any amount of any   currency to be so applied.                                                                                                                                                                                                                                                                              |

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| 28.4   | **Clawback**                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | Where   a sum is to be paid to the Agent under the Finance Documents for another   Party, the Agent is not obliged to pay that sum to that other Party (or to   enter into or perform any related exchange contract) until it has been able   to establish to its satisfaction that it has actually received that sum. |
|   |                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                | If   the Agent pays an amount to another Party and it proves to be the case that   the Agent had not actually received that amount, then the Party to whom that   amount (or the proceeds of any related exchange contract) was paid by the   Agent shall on demand refund the same to the Agent together with interest on   that amount from the date of payment to the date of receipt by the Agent,   calculated by the Agent to reflect its cost of funds. |
|   |                                                                                                                                                                               |
| 28.5   | **Partial payments**                                                                                                                                                               |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | If   the Agent receives a payment that is insufficient to discharge all the   amounts then due and payable by an Obligor under the Finance Documents, the   Agent shall apply that payment towards the obligations of that Obligor under   the Finance Documents in the following order: |
|   |                                                                                                                                                                               |
|   |                                                                                                                                                                               | (i) | **first**, in or towards payment pro rata of any   unpaid fees, costs and expenses of the Agent, the Trustee (including any   Receiver or Delegate and the Arrangers) under the Finance Documents; |
|   |                                                                                                                                                                               |
|   |                                                                                                                                                                               | (ii) | **secondly**, in or towards   payment pro rata of any accrued interest or commission due but unpaid under   this Agreement; |
|   |                                                                                                                                                                               |
|   |                                                                                                                                                                               | (iii) | **thirdly**, in or towards payment pro rata of any   principal due but unpaid under this Agreement; and |
|   |                                                                                                                                                                               |
|   |                                                                                                                                                                               | (iv) | **fourthly**, in or towards   payment pro rata of any other sum due but unpaid under the Finance Documents. |
|   |                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                | The   Agent shall, if so directed by the Majority Lenders, vary the order set out   in sub-paragraphs (i) to (iv) of paragraph (a) above. |
|   |                                                                                                                                                                               |
|   | (c)                                                                                                                                                                                | Paragraphs   (a) and (b) above will override any appropriation made by an Obligor. |
|   |                                                                                                                                                                               |
| 28.6   | **No set-off by the Obligors**                                                                                                                                                     |
|   |                                                                                                                                                                               |
|   | All   payments to be made by an Obligor under the Finance Documents shall be   calculated and be made without (and free and clear of any deduction for)   set-off or counterclaim. |
|   |                                                                                                                                                                               |
| 28.7   | **Payment on Business Days**                                                                                                                                                       |
|   |                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                | Any   payment which is due to be made on a day that is not a Business Day shall be   made on the next Business Day in the same calendar month (if there is one) or   the preceding Business Day (if there is not). |

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | During   any extension of the due date for payment of any principal or Unpaid Sum   under this Agreement interest is payable on the principal or Unpaid Sum at   the rate payable on the original due date.                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
| 28.8   | **Currency of account**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Subject   to paragraphs (b) and (c) below, dollars is the currency of account and   payment for any sum due from an Obligor under any Finance Document.                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Each   payment in respect of costs, expenses or Taxes shall be made in the currency   in which the costs, expenses or Taxes are incurred.                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Any   amount expressed to be payable in a currency other than dollars shall be paid   in that other currency.                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
| 28.9   | **Change of currency**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Unless   otherwise prohibited by law, if more than one currency or currency unit are   at the same time recognised by the central bank of any country as the lawful   currency of that country, then:                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                | any   reference in the Finance Documents to, and any obligations arising under the   Finance Documents in, the currency of that country shall be translated into,   or paid in, the currency or currency unit of that country designated by the   Agent (after consultation with the Borrower); and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                               | any   translation from one currency or currency unit to another shall be at the   official rate of exchange recognised by the central bank for the conversion   of that currency or currency unit into the other, rounded up or down by the   Agent (acting reasonably). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | If   a change in any currency of a country occurs, this Agreement will, to the   extent the Agent (acting reasonably and after consultation with the Borrower)   specifies to be necessary, be amended to comply with any generally accepted   conventions and market practice in the Relevant Interbank Market and   otherwise to reflect the change in currency. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                               |
| 29.    | **SET-OFF**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | A   Finance Party may set off any matured obligation due from an Obligor under   the Finance Documents (to the extent beneficially owned by that Finance   Party) against any matured obligation owed by that Finance Party to that   Obligor, regardless of the place of payment, booking branch or currency of   either obligation.  If the obligations   are in different currencies, that Finance Party may convert either obligation   at a market rate of exchange in its usual course of business for the purpose   of the set-off. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 30.    | **APPLICATION OF PROCEEDS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 30.1   | **Order of Application**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | All   moneys from time to time received or recovered by the Trustee under Clause   25.22 (*Parallel Debt (Covenant to pay   Trustee*)) and/or in connection with the realisation or enforcement   of all or any part of the Transaction Security shall be held by the Trustee   on trust to apply them at such times as the Trustee sees fit, to the extent   permitted by applicable law, in the following order of priority:                                                                                                                  |

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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | in   discharging any sums owing to the Trustee (in its capacity as trustee), any   Receiver or any Delegate;                                                                                                                                                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | in   payment to the Agent, on behalf of the Secured Parties, for application   towards the discharge of all sums due and payable by any Obligor under any of   the Finance Documents in accordance with Clause 28.5 (*Partial Payments*);                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if   none of the Obligors is under any further actual or contingent liability   under any Finance Document, in payment to any Person to whom the Trustee is   obliged to pay in priority to any Obligor; and                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the   balance, if any, in payment to the relevant Obligor.                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
| 30.2   | **Investment of Proceeds**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Prior   to the application of the proceeds of the Transaction Security in accordance   with Clause 30.1 (*Order of Application*)   the Trustee may, at its discretion, hold all or part of those proceeds in an   interest bearing suspense or impersonal account(s) in the name of the Trustee   or the Agent with any financial institution (including itself) and for so   long as the Trustee thinks fit (the interest being credited to the relevant   account) pending the application from time to time of those monies at the   Trustee’s discretion in accordance with the provisions of this Clause 30.                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 30.3   | **Currency Conversion**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | For   the purpose of or pending the discharge of any of the Secured Obligations the   Trustee may convert any moneys received or recovered by the Trustee from one   currency to another, at the spot rate at which the Trustee is able to   purchase the currency in which the Secured Obligations are due with the   amount received. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The   obligations of an Obligor to pay in the due currency shall only be satisfied   to the extent of the amount of the due currency purchased after deducting the   costs of conversion.                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |
| 30.4   | **Permitted Deductions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The   Trustee shall be entitled (a) to set aside by way of reserve amounts required   to meet and (b) to make and pay, any deductions and withholdings (on account   of Tax or otherwise) which it is or may be required by any applicable law to   make from any distribution or payment made by it under this Agreement, and to   pay all Tax which may be assessed against it in respect of any of the Secured   Property, or as a consequence of performing its duties, or by virtue of its   capacity as Trustee under any of the Finance Documents or otherwise (except   in connection with its remuneration for performing its duties under this   Agreement). |

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| 30.5   | **Discharge of Secured Obligations**                                                                                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                                                                                                                                                                                                                          | Any   payment to be made in respect of the Secured Obligations by the Trustee may   be made to the Agent on behalf of the Lenders and that payment shall be a   good discharge to the extent of that payment, to the Trustee. |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                          | The   Trustee is under no obligation to make payment to the Agent in the same   currency as that in which any Unpaid Sum is denominated. |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
| 30.6   | **Sums received by the Obligors**                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | If   an Obligor receives any sum which, pursuant to any of the Finance Documents,   should have been paid to the Trustee, that sum shall promptly be paid to the   Trustee for application in accordance with this Clause 30.                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 30.7   | **Application and consideration**                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | In   consideration for the covenants given to the Trustee by each Obligor in   Clause 25.22 (*Parallel Debt (Covenant to   pay the Trustee)*), the Trustee agrees with each Obligor to apply   all moneys from time to time paid by such Obligor to the Trustee in   accordance with the provisions of Clause 30.1 (*Order of Application*). |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 31.    | **NOTICES**                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 31.1   | **Communications in writing**                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | Any   communication to be made under or in connection with the Finance Documents   shall be made in writing and, unless otherwise stated, may be made by fax or   letter.                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 31.2   | **Addresses**                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | The   address and fax number (and the department or officer, if any, for whose   attention the communication is to be made) of each Party for any   communication or document to be made or delivered under or in connection with   the Finance Documents is:                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                                                                                                                                                                                                                          | in   the case of an Obligor, that identified with its name below; |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                          | in   the case of each Lender, that notified in writing to the Agent on or prior to   the date on which it becomes a Party; and |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                          | in   the case of each Arranger, the Agent and the Trustee, that identified with   its name below, |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
|   | or   any substitute address or fax number or department or officer as the Party   may notify to the Agent (or the Agent may notify to the other Parties, if a   change is made by the Agent) by not less than five Business Days’ notice.                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                         |
| 31.3   | **Delivery**                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                                                                                                                                                                                                                          | Any   communication or document made or delivered by one Person to another under or   in connection with the Finance Documents will only be effective: |
|   |                                                                                                                                                                                                                                                                                                                                         |   |
|   |                                                                                                                                                                                                                                                                                                                                         | (i) | if   by way of fax, when received in legible form; or |

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|   |                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                 | if   by way of letter, when it has been left at the relevant address or seven   Business Days after being deposited in the post postage prepaid in an   envelope addressed to it at that address, |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                    | and,   if a particular department or officer is specified as part of its address   details provided under Clause 31.2 (*Addresses*),   if addressed to that department or officer.                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)                                                                                                                                                                                                                                     | Any   notice delivered under or in connection with the Finance Documents after 4.00   p.m. on a Business Day, or on a day which is not a Business Day, shall be   deemed to have been delivered at 10.00 a.m. on the next Business Day.                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (c)                                                                                                                                                                                                                                     | Any   communication or document to be made or delivered to the Agent or Trustee   will be effective only when actually received by the Agent or Trustee and   then only if it is expressly marked for the attention of the department or   officer identified with the Agent or Trustee’s signature below (or any   substitute department or officer as the Agent or Trustee shall specify for   this purpose). |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (d)                                                                                                                                                                                                                                     | All   notices from or to an Obligor shall be sent through the Agent.                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (e)                                                                                                                                                                                                                                     | All   notices to a Lender from the Trustee shall be sent through the Agent.                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (f)                                                                                                                                                                                                                                     | Any   communication or document made or delivered to the Borrower in accordance   with this Clause 31.3 will be deemed to have been made or delivered to each   of the Obligors.                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 31.4   | **Notification of address and fax   number**                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                    |
|   | Promptly   upon receipt of notification of an address or fax number or change of address   or fax number pursuant to Clause 31.2 (*Addresses*)   or changing its own address or fax number, the Agent shall notify the other   Parties. |
|   |                                                                                                                                                                                                                                    |
| 31.5   | **Use of websites**                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                     | The   Agent may deliver any information under the Finance Documents to a Lender by   posting it on an electronic website designated by the Agent for this purpose.                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)                                                                                                                                                                                                                                     | The   Agent will supply each Lender with the address of the electronic website and   any relevant password specifications required for access.                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (c)                                                                                                                                                                                                                                     | The   Agent must promptly, upon becoming aware of its occurrence, notify the   Lenders if:                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                  | the   website cannot be accessed;                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                 | the   website or any information on the website is infected by any electronic virus   or similar software;                                                                                        |
|   |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                | the   relevant password specification for the website is changed; or                                                                                                                              |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (iv)                                                                                       | any   information to be supplied under the Finance Documents is posted on the   website or amended after being posted.                                                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                       |                                                                                                                                                                                                                                              |
| 31.6   | **English language**                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Any   notice given under or in connection with any Finance Document must be in   English.  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                       |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | All   other documents provided under or in connection with any Finance Document   must be: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i)                                                                                        | in   English; or                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                       |                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ii)                                                                                       | if   not in English, and if so required by the Agent, accompanied by a certified   English translation and, in this case, the English translation will prevail   unless the document is a constitutional, statutory or other official   document. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                       |                                                                                                                                                                                                                                              |
| 32.    | **CALCULATIONS AND CERTIFICATES**                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.1   | **Accounts**                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | In   any litigation or arbitration proceedings arising out of or in connection   with a Finance Document, the entries made in the accounts maintained by a   Finance Party are prima facie evidence of the matters to which they relate.                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.2   | **Certificates and Determinations**                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Any   certification or determination by a Finance Party of a rate or amount under   any Finance Document is, in the absence of manifest error, conclusive   evidence of the matters to which it relates.                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.3   | **Day count convention**                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Any   interest, commission or fee accruing under a Finance Document will accrue   from day to day and is calculated on the basis of the actual number of days   elapsed and a year of 360 days or, in any case where the practice in the   Relevant Interbank Market differs, in accordance with that market practice.                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.    | **PARTIAL INVALIDITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | If,   at any time, any provision of the Finance Documents is or becomes illegal,   invalid or unenforceable in any respect under any law of any jurisdiction, neither   the legality, validity or enforceability of the remaining provisions nor the   legality, validity or enforceability of such provision under the law of any   other jurisdiction will in any way be affected or impaired.                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34.    | **REMEDIES AND WAIVERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | No   failure to exercise, nor any delay in exercising, on the part of any Secured   Party or any Arranger, any right or remedy under the Finance Documents shall   operate as a waiver, nor shall any single or partial exercise of any right or   remedy prevent any further or other exercise or the exercise of any other   right or remedy.  The rights and   remedies provided in this Agreement are cumulative and not exclusive of any   rights or remedies provided by law. |

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| 35.    | **AMENDMENTS AND WAIVERS**                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                            |
| 35.1   | **Required consents**                                                                                                                                                                           |
|   |                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                             | Subject   to Clause 35.2 (*Exceptions*) and   Clause 25.14 (*Releases*) any   term of the Finance Documents may be amended or waived only with the consent   of the Majority Lenders and the Borrower and any such amendment or waiver   will be binding on all Parties. |
|   |                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                             | The   Agent, or in respect of the Security Documents the Trustee, may effect, on   behalf of any Finance Party, any amendment or waiver permitted by this Clause   35. |
|   |                                                                                                                                                                                            |   |
| 35.2   | **Exceptions**                                                                                                                                                                                  |
|   |                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                             | An   amendment or waiver that has the effect of changing or which relates to: |
|   |                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                            | (i) | the   definition of “**Majority Lenders**”   in Clause 1.1 (*Definitions*); |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (ii) | an   extension to the date of payment of any amount under the Finance Documents; |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (iii) | a   reduction in the Margin or a reduction in the amount of any payment of   principal, interest, fees or commission payable; |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (iv) | a   change of an Obligor; |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (v) | any   provision which expressly requires the consent of all the Lenders; |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (vi) | Clause   2.2 (*Finance Parties’ rights and   obligations*), Clause 22 (*Changes   to the Lenders*) or this Clause 35; or |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | (vii) | the   nature or scope of the Secured Property or the manner in which the proceeds   of enforcement of the Transaction Security are distributed, |
|   |                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                            | shall   not be made without the prior consent of all the Lenders. |
|   |                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                             | An   amendment or waiver which relates to the rights or obligations of the Agent,   the Trustee or the Arrangers may not be effected without the consent of the   Agent, the Trustee or the Arrangers. |
|   |                                                                                                                                                                                            |   |
| 36.    | **COUNTERPARTS**                                                                                                                                                                                |
|   |                                                                                                                                                                                            |
|   | Each   Finance Document may be executed in any number of counterparts, and this has   the same effect as if the signatures on the counterparts were on a single   copy of the Finance Document. |

- 77 -

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| 37.                                                                                               | **GOVERNING LAW**                                                                                                                                                                                                                                           |
|---------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              |                                                                                                                                                                                                                                                        |
|                                                                                              | This   Agreement is governed by English law.    For the purposes of article 9 of Brazilian Decree-Law No. 4,657 dated   4 September 1942, and for no other purpose whatsoever, the transactions   contemplated hereby have been proposed by the Agent. |
|                                                                                              |                                                                                                                                                                                                                                                        |
| 38.                                                                                               | **ENFORCEMENT**                                                                                                                                                                                                                                             |
|                                                                                              |                                                                                                                                                                                                                                                        |
| 38.1                                                                                              | **Jurisdiction**                                                                                                                                                                                                                                            |
|                                                                                              |                                                                                                                                                                                                                                                        |
|                                                                                              | (a)                                                                                                                                                                                                                                                         | The   courts of England have exclusive jurisdiction to settle any dispute arising   out of or in connection with this Agreement (including a dispute regarding   the existence, validity or termination of this Agreement) (a “**Dispute**”). |
|                                                                                              |                                                                                                                                                                                                                                                        |   |
|                                                                                              | (b)                                                                                                                                                                                                                                                         | The   Parties agree that the courts of England are the most appropriate and   convenient courts to settle Disputes and accordingly no Party will argue to   the contrary. |
|                                                                                              |                                                                                                                                                                                                                                                        |   |
|                                                                                              | (c)                                                                                                                                                                                                                                                         | This   Clause 38.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be   prevented from taking proceedings relating to a Dispute in any other courts   with jurisdiction.  To the extent   allowed by law, the Finance Parties may take concurrent proceedings in any   number of jurisdictions. |
|                                                                                              |                                                                                                                                                                                                                                                        |   |
| 38.2                                                                                              | **Service of process**                                                                                                                                                                                                                                      |
|                                                                                              |                                                                                                                                                                                                                                                        |
|                                                                                              | Without   prejudice to any other mode of service allowed under any relevant law, each   Obligor:                                                                                                                                                            |
|                                                                                              |                                                                                                                                                                                                                                                        |
|                                                                                              | (a)                                                                                                                                                                                                                                                         | irrevocably   appoints Law Debenture Corporate Services Limited of 100 Wood Street, Fifth   Floor, London EC2V 7EX, England as its agent for service of process in   relation to any proceedings before the English courts in connection with any   Finance Document; and |
|                                                                                              |                                                                                                                                                                                                                                                        |   |
|                                                                                              | (b)                                                                                                                                                                                                                                                         | agrees   that failure by an agent for service of process to notify the relevant   Obligor of the process will not invalidate the proceedings concerned. |
|                                                                                              |                                                                                                                                                                                                                                                        |   |
| **This Agreement has been entered into on the date stated at   the beginning of this Agreement.** |

- 78 -

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**SCHEDULE 1**

**THE EXISTING LENDERS**

| **Name of Existing Lender**                           |   | **A Loan** |          | **B Loan** |   | **C Loan**    |   |
|-------------------------------------------------------|--------|------------|---------------|------------|--------|---------------|--------|
|                                                       |   |            |               |       |        |               |   |  |  |   |
|                                                  |   |       | **($)**       |       |   | **($)**       |   |   | **($)** |   |
| ABN   AMRO Bank N.V.                                  |   |       | 9,000,000.00  |       |   | 9,000,000.00  |   |   | 9,000,000.00 |   |
| Banco   Santander Central Hispano S.A., London Branch |   |       | 8,333,333.33  |       |   | 8,333,333.33  |   |   | 8,333,333.34 |   |
| Banco   Bradesco S.A.                                 |   |       | 16,666,666.67 |       |   | 16,666,666.67 |   |   | 16,666,666.66 |   |

- 79 -

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**SCHEDULE 2**

**FORM OF TRANSFER CERTIFICATE**

| To:    | ABN   AMRO Bank N.V. as Agent                                                                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                  |
| From:  | [*The Existing Lender*] (the “**Existing Lender**”) and [*The New Lender*] (the “**New Lender**”) |
|   |                                                                                                                  |
| Dated: |                                                                                                                  |

**Votorantim Celulose e Papel S.A. – Restated $102,000,000 Pre-Export Finance Agreement (the “Agreement”), as restated pursuant to a restatement agreement dated [•] 2006**

| 1.     | We   refer to the Agreement.  This is a   Transfer Certificate.  Terms defined   in the Agreement have the same meaning in this Transfer Certificate unless   given a different meaning in this Transfer Certificate. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                            |
| 2.     | We   refer to Clause 22.5 (*Procedure for   transfer*):                                                                                                                                                                         |
|   |                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                             | The   Existing Lender and the New Lender agree to the Existing Lender transferring   to the New Lender by novation all or part of the Existing Lender’s rights and   obligations referred to in the Schedule in accordance with Clause 22.5 (*Procedure for transfer*). |
|   |                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                             | The   proposed Transfer Date is [•]. |
|   |                                                                                                                                                                                                                            |   |
|   | (c)                                                                                                                                                                                                                             | The   Facility Office and address, fax number and attention details for notices of   the New Lender for the purposes of Clause 31.2 (*Addresses*) are set out in the Schedule. |
|   |                                                                                                                                                                                                                            |   |
| 3.     | The   New Lender expressly acknowledges the limitations on the Existing Lender’s   obligations set out in paragraph (c) of Clause 22.4 (*Limitation of responsibility of Existing Lenders*).                               |
|   |                                                                                                                                                                                                                            |
| 4.     | This   Transfer Certificate may be executed in any number of counterparts and this   has the same effect as if the signatures on the counterparts were on a single   copy of this Transfer Certificate.                         |
|   |                                                                                                                                                                                                                            |
| 5.     | This   Transfer Certificate is governed by English law.                                                                                                                                                                         |

- 80 -

----

**THE SCHEDULE**

**Rights and obligations to be transferred**

**[insert relevant details]**

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

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

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

**The Agent**

ABN AMRO Bank N.V.

By:

- 81 -

----

**SCHEDULE 3**

**FORM OF COMPLIANCE CERTIFICATE**

| To:    | ABN   AMRO Bank N.V. as Agent                                                   |
|--------|---------------------------------------------------------------------------------|
|   |                                                                            |
| From:  | Votorantim   Celulose e Papel S.A. (the “**Borrower**”)   as Borrower |
|   |                                                                            |
| Dated: | [•]                                                                        |

Dear Sirs

**Votorantim Celulose e Papel S.A. – Restated $102,000,000 Pre-Export Finance Agreement (the “Agreement”), as restated pursuant to a restatement agreement dated [•] 2006**

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

| Signed:                               |   |                    |   |   |
|---------------------------------------|--------|-------------------------|--------|--------|
|                                  |        |                    |        |   |
| Chief   Financial Officer of Borrower |   | Treasurer   of Borrower |   |

[*insert applicable certification language*]

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

- 82 -

----

**SCHEDULE 4**

**PAYMENT DATES**

| **Interest Payment Date** |   | **A Loan Principal   Payment Amount** |   | **B Loan Principal   Payment Amount** |   | **C Loan Principal   Payment Amount** |
|---------------------------|--------|---------------------------------------|--------|---------------------------------------|--------|---------------------------------------|
|                           |   |                                       |   |                                       |   |                                       |
|                      |   | **($)**                               |   | **($)**                               |   | **($)**                               |
| 19   February 2007        |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   May 2007             |   | 3,400,000.00                          |   |                                  |   |                                  |
| 20   August 2007          |   | 3,400,000.00                          |   |                                  |   |                                  |
| 19   November 2007        |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   February 2008        |   | 3,400,000.00                          |   |                                  |   |                                  |
| 19   May 2008             |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   August 2008          |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   November 2008        |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   February 2009        |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   May 2009             |   | 3,400,000.00                          |   |                                  |   |                                  |
| 18   August 2009          |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   November 2009        |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   February 2010        |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   May 2010             |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   August 2010          |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   November 2010        |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   February 2011        |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   May 2011             |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   August 2011          |   |                                  |   | 3,400,000.00                          |   |                                  |
| 18   November 2011        |   |                                  |   | 3,400,000.00                          |   |                                  |
| 20   February 2012        |   |                                  |   |                                  |   | 3,400,000.00                          |
| 18   May 2012             |   |                                  |   |                                  |   | 3,400,000.00                          |
| 20   August 2012          |   |                                  |   |                                  |   | 3,400,000.00                          |
| 19   November 2012        |   |                                  |   |                                  |   | 3,400,000.00                          |
| 18   February 2013        |   |                                  |   |                                  |   | 3,400,000.00                          |
| 20   May 2013             |   |                                  |   |                                  |   | 3,400,000.00                          |
| 19   August 2013          |   |                                  |   |                                  |   | 3,400,000.00                          |
| 18   November 2013        |   |                                  |   |                                  |   | 3,400,000.00                          |
| 18   February 2014        |   |                                  |   |                                  |   | 3,400,000.00                          |
| 19   May 2014             |   |                                  |   |                                  |   | 3,400,000.00                          |

- 83 -

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**SCHEDULE 5**

**INITIAL BUYERS**

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

- 84 -

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**SCHEDULE 6**

**FORM OF IRREVOCABLE PAYMENT INSTRUCTIONS**

| To:    | [*Insert name of Buyer*]                                                         |
|--------|----------------------------------------------------------------------------------|
|   |                                                                             |
| [To:   | [*Insert name of Permitted Covering Institution if   Buyer is a Covered Buyer*]] |
|   |                                                                             |
| From:  | VCP   Overseas Holding Ltd. Budapest, Baar Branch                                |
|   |                                                                             |
| Date:  | [*Insert date*]                                                                  |

Dear Sirs,

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

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

[*Insert wire instructions for payments to Collection Account*]

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

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

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

- 85 -

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**SCHEDULE 7**

**FORM OF SALES CONTRACT DESIGNATION NOTICE**

| To:       | ABN   AMRO Bank N.V. as Trustee                   |
|-----------|---------------------------------------------------|
|      |                                              |
| From:     | VCP   Overseas Holding Ltd. Budapest, Baar Branch |
|      |                                              |
| Dated:    |                                              |
|      |                                              |
| Dear Sirs |

**Votorantim Celulose e Papel S.A. - Restated $102,000,000 Pre-Export Finance Agreement, as restated on pursuant to a restatement agreement dated [•] 2006 (the “Agreement”)**

| 1.     | We   refer to the Agreement.  This is a   Sales Contract Designation Notice.    Terms defined in the Agreement have the same meaning when used in this   Sales Contract Designation Notice unless given a different meaning in this   Sales Contract Designation Notice. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                               |
| 2.     | We   hereby deliver to you true and complete copies of:                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                | all   documentation evidencing a binding agreement or agreements between VCP   Overseas Holding Ltd. Budapest, Baar Branch and [*Insert name of Buyer or Buyers, as applicable*] (the “**Buyer(s)**”) for the sale of Products by   VCP Overseas Holding Ltd. Budapest, Baar Branch to the Buyer(s); and |
|   |                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                | duly   executed Irrevocable Payment Instructions with respect to each agreement   evidenced by the documentation referred to in paragraph 2(a) above. |
|   |                                                                                                                                                                                                                                                                               |   |
| 3.     | We   hereby designate each agreement evidenced by the documentation referred to in   paragraph 2(a) above to be a “Sales Contract” for the purposes of the Finance   Documents and confirm that:                                                                         |
|   |                                                                                                                                                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                | we   have irrevocably assigned to you all our right, title and interest, present   and future, under each Sales Contract designated in this Sales Contract   Designation Notice in accordance with and upon the terms of the Assignment   Agreement; |
|   |                                                                                                                                                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                | each   Sales Contract designated in this Sales Contract Designation Notice is in   full force and effect as against VCP Overseas Holding Ltd. Budapest, Baar   Branch, and, to the best of our knowledge and belief, as against the   Buyer(s), upon the terms set out in documentation referred to in paragraph   2(a) above; and |
|   |                                                                                                                                                                                                                                                                               |   |
|   | (c)                                                                                                                                                                                                                                                                                | forthwith   upon delivery of this Sales Contract Designation Notice to you, we will   deliver the original(s) of the Irrevocable Payment Instructions referred to   in paragraph 2(b) above to the Buyer(s) [and the Permitted Covering   Institution(s) issuing the letter or letters of credit or the insurance policy   or policies (as applicable) supporting the Buyer(s) payment obligations under   each such Sales Contract]*. |

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

- 86 -

----

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

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

- 87 -

----