**Exhibit 4.2.1**

|  | **CLIFFORD CHANCE S/C    Cosultores em Direito Estrangeiro** |
|--|--------------------------------------------------------------|

**EXECUTION VERSION**

RESTATEMENT AGREEMENT

dated 27 September 2006

for

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

and

**THE OTHER PARTIES**named herein

 

relating to the ABN AMRO Facility Agreements and the ABN Loan No. 3 as defined herein

----

**CONTENTS**

| **Clause**                                                                                     |                             | **Page** |
|------------------------------------------------------------------------------------------------|----------------------------------|----------|
|                                                                                                |                             |          |
| 1.                                                                                             | Definitions and Interpretation   |     | 1 |
|                                                                                           |                             |     |   |
| 2.                                                                                             | Restatement                      |     | 3 |
|                                                                                           |                             |     |   |
| 3.                                                                                             | Continuity and Further Assurance |     | 4 |
|                                                                                           |                             |     |   |
| 4.                                                                                             | Costs and Expenses               |     | 4 |
|                                                                                           |                             |     |   |
| 5.                                                                                             | Notices                          |     | 4 |
|                                                                                           |                             |     |   |
| 6.                                                                                             | Partial Invalidity               |     | 6 |
|                                                                                           |                             |     |   |
| 7.                                                                                             | Remedies and Waivers             |     | 6 |
|                                                                                           |                             |     |   |
| 8.                                                                                             | Counterparts                     |     | 6 |
|                                                                                           |                             |     |   |
| 9.                                                                                             | Governing Law                    |     | 6 |
|                                                                                           |                             |     |   |
| 10.                                                                                            | Enforcement                      |     | 6 |
|                                                                                           |                             |     |   |
| Schedule   1          Conditions   Precedent |                             | 7        |
|                                                                                           |                             |     |
| Schedule   2          Restated   Agreement   |                             | 9        |

----

| **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, Sao Paulo – SP, enrolled with the CNPJ/MF under number   60.643.228/0001-21, as borrower (the “**Borrower**”); |
|                                                              |   |
| (2)                                                               | **VCP OVERSEAS HOLDING LTD. BUDAPEST**, **BAAR BRANCH**, a   branch of VCP Overseas Holding KFT (a company organised under the laws of   Hungary), licensed in the commercial register of the canton of Zug,   Switzerland, as guarantor (the “**Guarantor**”); |
|                                                              |   |
| (3)                                                               | **ABN AMRO BANK N.V.**, as lender (the“**Existing Lender**”); |
|                                                              |   |
| (4)                                                               | **ABN AMRO BANK N.V.**, as arrangerunder the Restated Agreement (as defined below) (the“**Arranger**”); |
|                                                              |   |
| (5)                                                               | **ABN AMRO BANK N.V.**, as   agent under the Restated Agreement (as defined below) (the “**Agent**”); and |
|                                                              |   |
| (6)                                                               | **ABN AMRO BANK N.V.**, as   trustee under the Restated Agreement (as defined below) (the “**Trustee**”). |

| **BACKGROUND:** |
|-----------------|
|            |
| (A)             | The ABN Loans (as defined below) are outstanding   from the Borrower to the Existing Lender. |
|            |   |
| (B)             | The parties hereto wish to (i) restate the terms and   conditions upon which the ABN Loans (as defined below) are outstanding in   relation to, in particular (but without limitation), pricing and tenor and   (ii) release the Security granted pursuant to the ABN Facility Agreements (as   defined below) and replace it with new Security to the granted pursuant to   the New Security Agreements to be entered into on the Restatement Date (as   defined below). |
|            |   |
| (C)             | Accordingly, the parties hereto have agreed to enter   into this Agreement in order to give effect to the wishes described in   paragraph (B) above. |

| **IT IS AGREED** as follows: |
|------------------------------|
|                         |
| **1.**                       | **DEFINITIONS AND INTERPRETATION** |
|                         |   |
| **1.1**                      | **Definitions** |
|                         |   |
|                         | In this Agreement: |
|                         |   |
|                         | “**ABN Facility   Agreement No. 1**” means the $50,000,000 Export Prepayment Agreement   No. G-3605/03 dated December 3, 2003 between VCP Exportadora e Participações   S.A. (now Votorantim Celulose e Papel S.A.), as Borrower and ABN AMRO Bank   N.V. as Bank”. |

- 1 -

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|   | “**ABN Facility   Agreement No. 2**” means the $50,000,000 Export Prepayment Agreement   No. G-0852/05 dated March 29, 2005 between Votorantim Celulose e Papel S.A.   as Borrower and ABN AMRO Bank N.V. as Bank.                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**ABN Facility   Agreements**” means the ABN Facility Agreement No.1 and the ABN   Facility Agreement No. 2.                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**ABN Loan No. 1**”   means the $50,000,000 principal amount outstanding from the Borrower to ABN   AMRO Bank N.V. with respect to the loan made available to the Borrower under   the ABN Facility Agreement No. 1 and originally registered with ROF number   TA300227.                          |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**ABN Loan No. 2**”   means the $50,000,000 principal amount outstanding from the Borrower to ABN   AMRO Bank N.V. with respect to the loan made available to the Borrower under   the ABN Facility Agreement No. 2 and originally registered with ROF number   TA331696.                          |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**ABN Loan No. 3**”   means the $123,000,000 principal amount outstanding from the Borrower to ABN   AMRO Bank N.V. with respect to the loan made available by ABN AMRO Bank N.V   to the Borrower on 27 June 2006 and registered with ROF numbers TA383445,   TA383447 and TA383450.              |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**ABN Loans**”   means the ABN Loan No.1, the ABN Loan No. 2 and the ABN Loan No. 3.                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**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.                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**Finance Party**”   means each of the Existing Lender, the Arranger, the Agent and the Trustee.                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**New Security   Agreements**” means the Assignment Agreement (as defined in the   Restated Agreement) and the Collection Account Security Agreement (as defined   in the Restated Agreement).                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**Obligor**”   means each of the Borrower and the Guarantor.                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**Party**”   means a party to this Agreement.                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**Person**”   means 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. |
|   |                                                                                                                                                                                                                                                                                                          |
|   | “**Restated Agreement**” means the ABN   Facility Agreements and the agreement pursuant to which the ABN Loan No. 3   was advanced, as restated by this Agreement, the terms of which are set out   in Schedule 2 (*Restated Agreement*).                                                           |

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|   | “**Restatement Date**”   means the date of this Agreement, provided that the Restatement Date shall   only occur if the Agent had confirmed to the Existing Lender the Borrower that it has received each of the documents and evidence   listed in Schedule 1 (*Conditions Precedent*) in a form and   substance satisfactory to the Agent.     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                       |
|   | “**ROF**” means the electronic registration with the Central Bank   of Brazil, obtained through the Module Registration of Financial Transactions   (Module RDE-ROF (“*Modulo RDE-ROF*”)   in the SISBACEN system), of the relevant financial terms and conditions of a   loan, as such registration may be amended from time to time. |
|   |                                                                                                                                                                                                                                                                                                                                                       |
|   | “**Security**”   means a mortgage, charge, pledge, lien or other security interest securing   any obligation of any Person or any other agreement having a similar effect.                                                                                                                                                                       |

| **1.2** | **Construction** |
|---------|------------------|

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

|   | (i)    | “**Existing Lender**”,   “**Arranger**”, “**Agent**”, “**Trustee**”, “**Finance Party**”,   or any “**Party**” shall be   construed so as to include its successors in title, permitted assigns and   permitted transferees; and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                         |
|   | (ii)   | a provision of law is a reference to that provision   as amended or re-enacted.                                                                                                                                                                                                              |

|   | (b)    | Words importing the plural shall include the   singular and vice versa.                                                                                             |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                |
|   | (c)    | Section, Clause and Schedule headings are for ease   of reference only.                                                                                             |
|   |   |                                                                                                                                                                |
|   | (d)    | Capitalised terms used herein shall have the   meanings ascribed thereto in Clause 1.1 (*Definitions*)   or in the Schedules hereto unless otherwise stated herein. |

| **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 to this Agreement has no   right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to   enjoy the benefit of any term of this Agreement. |

| **2.** | **RESTATEMENT**                        |
|--------|----------------------------------------|
|   |                                   |
|   | With effect from the Restatement Date: |
|   |                                   |
|   | (a)                                    | the terms and conditions upon which the ABN   Loans  are outstanding shall be   restated so that they shall be read and construed for all purposes as set out   in Schedule 2 (*Restated Agreement*); |
|   |                                   |   |
|   | (b)                                    | notwithstanding anything contained in this Clause 2, the outstanding principal amounts   outstanding from the Borrower to the Existing Lender with respect to the ABN   Loans shall remain outstanding and repayable by the Borrower to the Existing   Lender on the terms and conditions of the Restated Agreement; |

- 3 -

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|   | (c)    | the Existing Lender without recourse, representation   or warranty of title (i) releases all the assets and undertaking of the   Borrower from the Security created pursuant to the ABN Facility Agreements   and (ii) reassigns all the assets and undertaking of the Borrower assigned to   the Existing Lender pursuant to the ABN Facility Agreements; and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                           |
|   | (d)    | the Existing Lender appoints the Borrower as its   agent for the sole purpose of giving notice (at the cost and expense of the   Borrower) on behalf of the Existing Lender of reassignment to any person on   notice of the assignment of any of the Borrower’s assets or undertaking by or   pursuant to the ABN Facility Agreements.                   |

| **3.**  | **REPRESENTATIONS, CONTINUITY AND FURTHER ASSURANCE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **3.1** | **Representations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | Each Obligor makes the representations and   warranties set out in clause 16 (*Representations*)   of the Restated Agreement to each Finance Party on the Restatement Date.                                                                                                                                                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **3.2** | **Continuing obligations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | Until the occurrence of the Restatement Date, the   provisions of the ABN Facility Agreements and the agreement pursuant to which   the ABN Loan No. 3 was advanced shall continue in full force and effect.                                                                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **3.3** | **Further assurance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | The Borrower shall, at the request of the Agent and   at its own expense, do all such acts and things necessary or desirable to   give effect to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **4.**  | **COSTS AND EXPENSES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **4.1** | **Enforcement costs**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | The Borrower shall, within five Business Days of   demand, pay to each Finance Party the amount of all costs and expenses   (including legal fees) incurred by that Finance Party in connection with the   enforcement of, or the preservation of any rights under, this Agreement.                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **4.2** | **Stamp taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | The Borrower shall pay and, within three Business   Days of demand, indemnify each Finance Party against any cost, loss or   liability that Finance Party incurs in relation to all stamp duty,   registration and other similar taxes payable in respect of this Agreement.                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **5.**  | **NOTICES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **5.1** | **Communications in writing**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | Any communication to be made under or in connection   with this Agreement shall be made in writing and, unless otherwise stated,   may be made by fax or letter.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **5.2** | **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 this Agreement is that identified with its name below or any   substitute address, fax number or department or officer as the Party may   notify to the Agent, who shall on receipt, notify the other Parties (or the   Agent may notify to the other Parties, if a change is made by the Agent) by   not less than five Business Days’ notice. |

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| **5.3** | **Delivery** |
|---------|--------------|

|   | (a) | Any communication or document made or delivered by   one Party to another under or in connection with this Agreement will only be   effective: |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i)                                                                                                                                                                             | if by way of fax, when received in legible form; or                                                                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                            |                                                                                                                                                                                            |
|   | (ii)                                                                                                                                                                            | if by way of letter, when it has been left at the   relevant address or seven Business Days after being deposited in the post   postage prepaid in an envelope addressed to it at that address, |
|   |                                                                                                                                                                            |                                                                                                                                                                                            |
|   | and, if a particular department or officer is specified   as part of its address details provided under Clause 5.2 (*Addresses*), if addressed to that   department or officer. |

|   | (b)    | Any notice delivered under or in connection with   this Agreement 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 the Borrower and the   Guarantor or to any Party 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 5.3 will be deemed to have been   made or delivered to each of the Obligors.                                                                                                                                                                                                                                      |

| **5.4** | **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 5.2 (*Addresses*)   or changing its own address or fax number, the Agent shall notify the other   Parties. |
|    |                                                                                                                                                                                                                                   |
| **5.5** | **English language**                                                                                                                                                                                                                   |

|   | (a)    | Any notice given under or in connection with this   Agreement must be in English.  |
|--------|--------|------------------------------------------------------------------------------------|
|   |   |                                                                               |
|   | (b)    | All other documents provided under or in connection   with this Agreement 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. |

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| **6.**   | **PARTIAL INVALIDITY**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | If, at any time, any provision of this Agreement 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.                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **7.**   | **REMEDIES AND WAIVERS**                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | No failure to exercise, nor any delay in exercising,   on the part of any Finance Party, any right or remedy under this Agreement   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. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **8.**   | **COUNTERPARTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | This Agreement 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 Agreement.                                                                                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **9.**   | **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.                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **10.**  | **ENFORCEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **10.1** | **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 10 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. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **10.2** | **Service of process**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | Without prejudice to any other mode of service   allowed under any relevant law, the Borrower and the Guarantor each:                                                                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | (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 this Agreement; and |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | agrees that failure by an agent for service of   process to notify it 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.**

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**SCHEDULE 1        CONDITIONS PRECEDENT**

| 1.     | **The Obligors**                                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                    | A copy of the constitutional documents of each   Obligor. |
|   |                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                    | To the extent required by its constitutional   documents, a copy of a resolution of the board of directors or other   competent body of each Obligor: |
|   |                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                   | (i) | approving the terms of, and the transactions   contemplated by, the Transaction Documents (as defined in the Restated   Agreement) to which it is a party and resolving that it execute the   Transaction Documents (as defined in the Restated Agreement) to which it is a   party; |
|   |                                                                                                                                                                                                                                                   |   |   |
|   |                                                                                                                                                                                                                                                   | (ii) | authorising a specified Person or persons to execute   the Transaction Documents (as defined in the Restated Agreement) to which it   is a party on its behalf; and |
|   |                                                                                                                                                                                                                                                   |   |   |
|   |                                                                                                                                                                                                                                                   | (iii) | authorising a specified Person or persons, on its   behalf, to sign and/or despatch all documents and notices to be signed and/or   despatched by it under or in connection with the Transaction Documents (as   defined in the Restated Agreement) to which it is a party. |
|   |                                                                                                                                                                                                                                                   |   |   |
|   | (c)                                                                                                                                                                                                                                                    | A specimen of the signature of each Person   authorised to sign the Transaction Documents to which each Obligor is a party   on behalf of such Obligor. |
|   |                                                                                                                                                                                                                                                   |   |
|   | (d)                                                                                                                                                                                                                                                    | To the extent required by an Obligor’s   constitutional documents, a copy of a resolution signed by all the holders of   the issued shares in each Obligor, approving the terms of, and the   transactions contemplated by, the Finance Documents (as defined in the   Restated Agreement) to which the Obligor is a party. |
|   |                                                                                                                                                                                                                                                   |   |
|   | (e)                                                                                                                                                                                                                                                    | A certificate of each Obligor (signed by a director)   confirming that borrowing or guaranteeing the Loans (as defined in the   Restated Agreement) does or would not cause any borrowing, guaranteeing or   similar limit binding on the Obligor to be exceeded. |
|   |                                                                                                                                                                                                                                                   |   |
|   | (f)                                                                                                                                                                                                                                                    | A certificate of an authorised signatory of each   Obligor certifying that each copy document relating to it specified in this   Schedule 1 is correct, complete and in full force and effect as at the date   of this Agreement. |
|   |                                                                                                                                                                                                                                                   |   |
| 2.     | **Legal opinions**                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                   |
|   | A legal opinion of the legal advisers to the   Existing Lender in England and Brazil and legal advisers to the Guarantor in   Hungary and Switzerland substantially in the forms distributed to the   Existing Lender prior to signing this Agreement. |

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| 3.     | **Finance Documents**            |
|--------|----------------------------------|
|   |                             |
|   | (a)                              | A copy of this Agreement duly signed by all the   parties hereto. |
|   |                             |   |
|   | (b)                              | A copy of each New Security Document duly signed by all   the parties thereto |
|   |                             |   |
| 4.     | **Other documents and evidence** |
|   |                             |   |   |
|   | (a)                              | Evidence that any agent for service of process   referred to in clause 38.2 (*Service of   process*) of the Restated Agreement and Clause 10.2 (*Service of process*) of this Agreement   has accepted its appointment. |
|   |                             |   |
|   | (b)                              | A copy of any other Authorisation (as defined in the   Restated Agreement) or other document, opinion or assurance which the Agent   reasonably considers to be necessary or desirable (if it has notified the   Borrower accordingly) in connection with the entry into and performance of   the transactions contemplated by any Transaction Document (as defined in the   Restated Agreement) or for the validity and enforceability of any Transaction   Document (as defined in the Restated Agreement) (including, without   limitation, a copy of any governmental approval, licence or authorisation   required for the transaction). |
|   |                             |   |
|   | (c)                              | The Original Financial Statements (as defined in the   Restated Agreement) of the Borrower and the Guarantor. |
|   |                             |   |
|   | (d)                              | Evidence that the Collection Account (as defined in   the Restated Agreement) has been opened. |
|   |                             |   |
|   | (e)                              | A copy of the approvals of the Central Bank of   Brazil (ROF). |

- 8 -

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**SCHEDULE 2 RESTATED AGREEMENT**

- 9 -

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**SIGNATURES**

| **THE BORROWER**                     |
|--------------------------------------|
|                                 |
| **VOTORANTIM CELULOSE E PAPEL S.A.** |
|                                 |   |   |
| By:                                  |   |   |
|                                 |   |   |
| Name:                                |   |   |
| Title:                               |   |   |
| Address:                             |   | Alameda   Santos 1357, 8th Floor |
|                                 |   | Sao   Paulo SP 01419-908 |
|                                 |   | Brazil |
| Fax:                                 |   | + 55 11 2138   4066 |
| Tel:                                 |   | + 55 11 2138 4218 |
| Attention:                           |   | Ricardo   Akeda |

| **THE GUARANTOR**                                     |
|-------------------------------------------------------|
|                                                  |
| **VCP OVERSEAS HOLDING LTD. BUDAPEST,   BAAR BRANCH** |
|                                                  |   |   |
| By:                                                   |   |   |
|                                                  |   |   |
| Name:                                                 |   |   |
| Title:                                                |   |   |
| Address:                                              |   | Baarenstrasse   8, 6300 |
|                                                  |   | Zug,   Switzerland |
|                                                  |   |   |
| Fax:                                                  |   | + 41 41 725 4725 |
| Tel:                                                  |   | + 41 41 725 4711 |
| Attention:                                            |   | Guilherme   Moralles |

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| **THE EXISTING LENDER** |
|-------------------------|
|                    |   |   |
| **ABN AMRO BANK N.V.**  |
|                    |   |   |
| By:                     |   |   |
| Name:                   |   |   |
| Title:                  |   |   |
| Address:                |   | Gustav   Mahlerlaan 10 |
|                    |   | 1000   EA Amsterdam |
|                    |   | The   Netherlands |
| Fax:                    |   | + 31 20 383 3455 |
| Tel:                    |   | + 31 20 628 1478 / 8520 |
| Attention:              |   | Vincent   Zimmermann / Robert Kuiken |
|                    |   |   |
| **THE AGENT**           |
|                    |   |   |
| **ABN AMRO BANK N.V.**  |
|                    |   |   |
| By:                     |   |   |
| Name:                   |   |   |
| Title:                  |   |   |
|                    |   |   |
| Address:                |   | Gustav   Mahlerlaan 10 |
|                    |   | 1000   EA Amsterdam |
|                    |   | The   Netherlands |
|                    |   |   |
| Fax:                    |   | + 31 20 383 3455 |
| Tel:                    |   | + 31 20 628 1478 / 8520 |
| Attention:              |   | Vincent   Zimmermann / Robert Kuiken |

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| **THE TRUSTEE**        |
|------------------------|
|                   |   |   |
| **ABN AMRO BANK N.V.** |
|                   |   |   |
| By:                    |   |   |
| Name:                  |   |   |
| Title:                 |   |   |
|                   |   |   |
| Address:               |   | Gustav   Mahlerlaan 10 |
|                   |   | 1000   EA Amsterdam |
|                   |   | The   Netherlands |
|                   |   |   |
| Fax:                   |   | + 31 20 383 3455 |
| Tel:                   |   | + 31 20 628 1478 / 8520 |
| Attention:             |   | Vincent   Zimmermann / Robert Kuiken |

- 12 -

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