Free
translation from Portuguese
   Exhibit
Number: 4.12
   
  FINANCING
      AGREEMENT THROUGH CREDIT FACILITY No. 08.2.0291.1, BY AND BETWEEN THE
      NATIONAL BANK OF ECONOMIC AND SOCIAL DEVELOPMENT – BNDES AND VOTORANTIM
      CELULOSE E PAPEL S/A, AS
FOLLOWS:
  
   NATIONAL
BANK OF ECONOMIC AND SOCIAL DEVELOPMENT (local acronym BNDES), herein simply
referred to as BNDES, a federal state company, with its principal place of
business in Brasilia, Federal District, and services in this City, at Avenida
República do Chile No. 100, enrolled with the National Corporate Taxpayers
Register under CNPJ No. 33.657.248/0001-89, herein represented by its
undersigned legal representatives;
  and
  VOTORANTIM CELULOSE E PAPEL
S/A, hereinafter referred to as BENEFICIARY, a corporation, with its
principal place of business in the City of São Paulo, State of São Paulo, at
Alameda Santos No. 1357, 6th floor,
enrolled with the National Corporate Taxpayers Register of the Ministry of
Finance under CNPJ/MF No. 60.643.228/0001-21, herein represented by its
undersigned legal representatives, have agreed upon the following
clauses:
   
  
  ONE
  NATURE AND AMOUNT OF THE
AGREEMENT.
   BNDES
hereby grants the BENEFICIARY a revolving credit limit divided into two (2)
sub-credits, in the following amounts:
  I - Sub-credit “A”: one
hundred and eight million Reais (R$108,000,000.00), to
be provided with funds raised by BNDES, in foreign currency, without any
transfer-related specific conditions, according to Resolution No. 635/87, of
January 13, 1987, of the Executive Board of BNDES;
  II -Sub-credit
“B”:four
hundred and thirty-two million Reais (R$432,000,000.00),
from the account of ordinary funds of BNDES, which are composed, among other
sources, of funds of the Workers Support Fund – FAT, of the original funds of
FAT – Special Deposits and of the Participation Fund PIS/PASEP, in compliance,
as regards their placement, with the laws applicable to each of the said
sources.
  PARAGRAPH
ONE
  The
amounts of Sub-credits “A” and “B” shall be divided into new Sub-credits,
according to their specific allocation, designed by cardinal numbers, and
subject to the proportionality set forth in the main provision of this Section,
the use of the credit limit opened to the BENEFICIARY or the Business Group to
which it belongs, if the case may be, in amounts below
  one
million Reais
(R$1,000,000.00) being prohibited.
  PARAGRAPH
TWO
  The
proportionality referred to in the foregoing paragraph may not be observed in
the event of approval of specific allocation of credit limit to projects for
which BNDES’ Operating Policies in effect at the time require a proportion of
financial costs other than that set forth in the main provision of this
Section.
  
  PARAGRAPH
THREE
  The
portions of the Sub-credits “A” and “B” agreed upon the execution of a Document
for Use of Credit Limit shall be adjusted for inflation as provided for herein,
according to Item IV of Section Eleven.
  PARAGRAPH
FOUR
  The
available balance of the credit shall be reduced by the amounts used and
automatically reestablished by the amounts of principal repayments.
  TWO
  PURPOSE OF THE
AGREEMENT
  The
credit granted herein may be used by the BENEFICIARY or a company belonging to
the same business group of the BENEFICIARY for the following
purposes:
  I –
implementation, increase and modernization of fixed assets;
  II –
acquisition of new machines and equipment, including industrial facilities and
systems, produced in the country and accredited with BNDES, with nationalization
rates equal to or exceeding sixty per cent (60%) or in compliance with the Basic
Productive Process;
  III –
engineering studies and projects for implantation and increase of fixed
assets;
  IV –
implementation of Quality and Productivity projects; Research and Development;
Technical and Managerial Qualification; Technological Upgrade and Information
Technology;
  V –
working capital exclusively related to investments for implantation or increase
of fixed assets, calculated according to the specific needs of the
enterprise;
  VI –
social investments projects and programs; and
  
  
 VII –
environmental investments.
  PARAGRAPH
ONE
  Regardless
of the adjustment to the investments to be made under the main provision of this
Section, the credit limit may not be used to carry out projects which may have,
at BNDES’s sole discretion, a significant impact on the economical and financial
capacity of the BENEFICIARY or the Business Group to which the BENEFICIARY
belongs, or on their long-term strategies, adversely affecting its character as
current project.
  PARAGRAPH
TWO
  The
specific allocation of each Sub-credit shall be defined in the Document for Use
of Credit Limit referred to in Section Eleven.
  THREE
  AVAILABILITY OF THE CREDIT
LIMIT
  The
credit shall be made available for the BENEFICIARY, in installments, after the
fulfillment of the conditions precedent for use mentioned in Section Fourteen
and in the provisions of the Document for Use of Credit Limit, by reason of the
needs to make the specific allocations referred to in item II of Section Eleven,
pursuant to the financial programming of BNDES, which is subordinated to the
definition of funds for applications, by the National Monetary
Council.
  PARAGRAPH
ONE
  The funds
of this transaction shall be made available for the BENEFICIARY, by credit to
the current account opened in its name at BNDES, nontransferable, in which, at
the moment of release, the debits determined by the law and those authorized
contractually by the BENEFICIARY will be made, the total remaining balance of
the funds shall be immediately transferred to current account to be informed in
the Document for Use
of Credit Limit referred to in Section Eleven.
  
  
 PARAGRAPH
TWO
  BNDES may
automatically suspend the use of the funds under this Agreement if the BENEFICIARY, during
the term of this Agreement, fails to meet the requirements established by BNDES
in its Operating Policies for the use of the Credit Limit.
  FOUR
  INTEREST ON SUB-CREDIT
“A”
  The
principal of the debt of the BENEFICIARY arising out of Sub-credit “A” shall
bear interest at the percentage rate (by way of remuneration) to be defined in
Paragraph One of this Section, above the variable rate readjusted on a quarterly
basis on the sixteenth (16th) day of
the months of January, April, July, and October, based on the average weighted
cost of all rates and expenses incurred by BNDES in fund-raising in foreign
currency unrelated to transfer under specific conditions, in the civil quarter
immediately before the month of readjustment of the said interest rate, on the
restated outstanding balance, according to Section Seven.
  PARAGRAPH
ONE
  The
percentage referred to in the main provision of this Section shall be defined
for each Sub-credit to be granted under Paragraph One of Section One upon the
approval of the relevant specific allocation, according to BNDES’ Operating
Policies in effect, and the assessment of risks concerning the BENEFICIARY or
the Business Group to which it belongs, if applicable, conducted according to
BNDES’ criteria.
  PARAGRAPH
TWO
  The
interest shall be computed on a daily basis according to the proportional system
on the outstanding balance, as adjusted for inflation, and shall be payable on
the fifteenth (15th) day of
the months of January, April, July, and October, during the grace period, and
monthly, during the repayment period, with the installments of the principal,
and upon the maturity or settlement of the debt pursuant to Section
Nineteen.
  
   PARAGRAPH
THREE
  The
variable rate mentioned in the Main Provision hereof shall be published by the
BNDES in the Federal Official Gazette (Section 3) on the twenty-fifth (25th) day of
the months of January, April, July, and October of each year or in the first
edition after that day, if the said official gazette is not issued on that date,
and shall be available on the official page of BNDES on the Internet
(www.bndes.gov.br) on the same dates mentioned above.
  FIVE
  INTEREST ON SUB-CREDIT
“B”
  A
percentage rate (by way of remuneration), shall accrue on the principal of the
debt of the BENEFICIARY arising out of Sub-credit “B” the percentage rate above
the Long-Term Interest Rate – TJLP – disclosed by the Central Bank of Brazil,
according to the following system:
  I - When the TJLP exceeds six
percent (6%) per year:
  a) The
amount corresponding to the installment of the TJLP that exceeds six percent
(6%) per year shall be capitalized on the fifteenth (15th) day of
each month of this Agreement, and upon its maturity or settlement, as provided
in Section Nineteen, and determined by applying the following term of
capitalization to the outstanding balance, considering all the financial events
of the period:
  TC =[(1+ TJLP)/1,06]n/360- 1 (term of capitalization
equal to, open bracket, ratio between the TJLP increased by the unit, and one
half and six hundredths, close bracket, raised to the power corresponding to the
ratio between "n" and three hundred and sixty, deducting the unit from such
result), of which:
  
  
 TC –
capitalization term;
  TJLP -
Long-Term Interest Rate, disclosed by the Central Bank of Brazil,
and
  n –
number of days between the date of the financial event and the date of
capitalization, maturity or settlement of the obligation, financial event is any
and all facts of a financial nature that result in or may result in a change in
the outstanding balance hereof.
  b) The
percentage above the TJLP (remuneration) mentioned in the main provision hereof,
plus the noncapitalized installment of the TJLP at six percent (6%) per year,
shall apply to the outstanding balance, on the dates of payment of the interest
mentioned in Paragraph Three or on the maturity date or settlement hereof,
pursuant to the provisions of item "a" and considering, for the daily
computation of interest, the number of days between the date of each financial
event and the dates of payment mentioned above.
  II - When
the TJLP is equal to or less than six percent (6%) per year:
  The
percentage above the TJLP (remuneration), mentioned in the main provision
hereof, plus the TJLP itself, shall apply to the outstanding balance, on the
dates of payment of the interest mentioned in Paragraph Three or on the maturity
date or settlement hereof, considering, for the daily computation of interest,
the number of days between the date of each financial event and the dates of
payment mentioned above.
  PARAGRAPH
ONE
  The
percentage referred to in the main provision of this Section shall be defined
for each Sub-credit to be granted under Paragraph One of Section One upon the
approval of the relevant specific allocation, according to BNDES’ Operating
Policies in effect, and the assessment of risks concerning the BENEFICIARY or the Business
Group to which it belongs, if applicable, conducted according to BNDES’
criteria.
  
   PARAGRAPH
TWO
  The
amount mentioned in Item I, sub-item “a”, which shall be capitalized, and merged
into the principal of the debt, shall be payable according to Item II of Section
Nine.
  PARAGRAPH
THREE
  The
amount determined pursuant to Item I, sub-item “b”, or Item II, shall be payable
on a quarterly basis, during the grace period, and monthly, during the repayment
period, with the installments of the principal, and upon the maturity or
settlement hereof, pursuant to Section Nineteen.
  PARAGRAPH
FOUR
  In the
event of using funds from the Participation Fund PIS/PASEP, according to
Supplementary Law No. 26, of September 11, 1975, the remuneratory commissions
due shall henceforth be considered to be included in the interest fixed herein,
according to the laws applicable to the said Fund.
  SIX
  INCOME TAX ON THE REMITTANCE
OF CHARGES AND COMMISSIONS DUE TO FOREIGN CREDITORS
  As
regards Sub-credit "A", in addition to the principal, interest, and other
charges that have been agreed upon, the BENEFICIARY shall pay the BNDES, by way
of reimbursement of Income Tax expense, a percentage on the variable rate
mentioned in Section Four, corresponding to the weighted average rate of the
Income Tax due on the charges sent by BNDES to creditors of foreign funds,
unrelated to remittance under specific conditions, in the civil quarter before
the month of restatement of this percentage, to be determined, published in the
Federal Official Gazette and the reimbursement is due at the same time of the
interest mentioned in Section Four.
  
  
 SOLE
PARAGRAPH
  The
weighted average rate of the Income Tax mentioned in the Main Provision hereof
shall be published by the BNDES in the Federal Official Gazette (Section 3), on
the twenty-fifth (25th) day of the months of January, April, July, and October,
or in the first edition after that day, if the said official gazette is not
issued on that date, and shall be available on the official page of BNDES on the
Internet (www.bndes.gov.br) on the same dates mentioned above.
  SEVEN
  RESTATEMENT OF THE AMOUNT OF
THE DEBT OF SUB-CREDIT “A”
  he
outstanding balance of the BENEFICIARY arising out of Sub-credit "A", including
the principal, compensatory and default interest, reimbursement for Income Tax
expenses, other expenses, commissions, and other charges agreed upon, shall be
restated on a daily basis at the weighted average of the foreign exchange
variation applicable to the funds raised by BNDES, in foreign currency unrelated
to transfer under specific conditions, determined by BNDES according to the
following criteria:
  I - daily
assessment of its payable liabilities in foreign currency unrelated to transfer
under specific conditions, for purposes of determination of the weights
applicable to foreign exchange variations;
  II -
daily determination of the weighted average of the foreign exchange variations,
based on the position of the liability assessed under Item I, taking into
account the closing quotations, for sale, of the foreign currency disclosed by
the Central Bank of Brazil, on the previous day.
  
  
 PARAGRAPH
ONE
  For
purposes of Item II, on the day without official quotation, the quotation of the
immediately previous day shall be considered.
  PARAGRAPH
TWO
  The
weighted average of the foreign exchange variations mentioned herein shall be
published by BNDES in the Federal Official Gazette (Section 3), on the tenth
(10th) and
twenty-fifth (25th) days
of each month, or on the first publication thereafter, if they are not published
in the Official Gazette on said dates, and they can be found at the official
page of BNDES in the Internet (www.bndes.gov.br) on
the aforementioned dates.
  PARAGRAPH
THREE
  The
outstanding balance of Sub-credit “A” may become remunerated at any time, in
whole or in part, pursuant to the same legal criteria adopted to remunerate
funds transferred to BNDES from the PIS / PASEP (Social Participation Program /
Public Service Employee Savings Program) Fund and the Workers Support Fund
(FAT)), subject to Section Ten, based on the outstanding balance determined
pursuant to this Section, on the date the amendment takes effect, provided that
the same conditions of Sub-credit “B” shall be applicable to this portion (which
shall become Sub-credit “C”), except for the maturity of the installment of
repayment, which shall remain the same as those provided for in Section Nine,
item I. In this case, BNDES shall send written notice of the amendment to the
BENEFICIARY.
  
  
 EIGHT
 
 PROCESSING AND COLLECTION OF
DEBT
 
 The
collection of the principal and charges of Sub-credits “A” and “B” shall be made
upon prior Notice of Collection issued by BNDES to the BENEFICIARY in order to
allow the BENEFICIARY to settle those obligations on their due
dates.
 
 PARAGRAPH
ONE
 
 Considering
that the debt of Sub-credit “A” is subject to daily restatement according to
Section Seven, the Notice of Collection mentioned herein shall be issued by
BNDES with a reference to the referential value in the Monetary Unit of BNDES -
UMBND, the quotation of which shall be obtained from the Department of
Collection of the Financial Area of BNDES - AF/DECOB, or at
www.bndes.gov.br/produtos/custos/moedas/moedas.asp, and the amount of payment,
due in cash, shall be determined according to the respective quotation of the
day of actual payment.
 
 PARAGRAPH
TWO
 
 Failure
to receive the Notice of Collection shall not release the BENEFICIARY from the
obligation of paying the installments of the principal and charges on the due
dates set forth in this Agreement.
 
 PARAGRAPH
THREE
 
 BNDES
shall provide the BENEFICIARY with the information, data and computation that
serve as the basis to assess the due amounts.
  
 
 NINE
   REPAYMENT
 
 The
principal of the debt resulting from each use of the credit limit granted
hereunder, which shall take effect upon the execution of the Document for Use of
Credit Limit provided for in Section Eleven, shall be repaid to BNDES as
follows:
 
 I –
Sub-credit “A”: within the term to be stipulated in the Document for Use of
Credit Limit provided for in Section Eleven, subject to Paragraph One of Section
Eleven, in monthly and successive installments, each in the amount of the
principal not yet due of the debt under this Sub-credit, restated according to
Section Seven, divided by the number of installments of repayment not yet due,
the first of each payable on the fifteenth (15th) day of
the month following the expiration of the grace period of this Sub-credit
provide for in Paragraph One of this Section, subject to the provisions of the
Section Nineteen;
 
 II –
Sub-credit “B”: within the term to be stipulated in the Document for Use of
Credit Limit provided for in Section Eleven, subject to Paragraph One of Section
Eleven, in monthly and successive installments, each in the amount of the
principal not yet due of the debt under this Sub-credit, divided by the number
of installments of repayment not yet due, the first of each payable on the
fifteenth (15th) day of
the month following the expiration of the grace period of this Sub-credit
provide for in Paragraph Two of this Section, subject to the provisions of the
Section Nineteen;
 
 PARAGRAPH
ONE
 
 The grace
period referred to in item I of the main Provision of this Section shall be
stipulated in the Document for Use of Credit Limit provided for in Section
Eleven, subject to Paragraph One of Section Eleven, as from the fifteenth (15th)
day after the execution of said document until the nearest fifteenth (15th) day
of one of the following months: January, April, July and October.
  
  
 PARAGRAPH
TWO
 
 The grace
period referred to in item II of the main provision of this Section shall be
stipulated in the Document for Use of Credit Limit provided for in Section
Eleven, subject to Paragraph One of Section Eleven, as from the fifteenth (15th)
day after the execution of said document.
 
 PARAGRAPH
THREE
 
 The
BENEFICIARY shall pay, with the last installment of repayment of each
Sub-credit, all obligations hereunder.
  
 TEN
  
 CHANGE OF THE STATUTORY
CRITERION OF REMUNERATION OF THE FUNDS FROM THE PIS/PASEP FUND AND FROM
FAT
 
 In the
event of change of the statutory criterion of remuneration of funds transferred
to BNDES from the PIS/PASEP Participation Fund and from the Workers Support Fund
– FAT, the remuneration set forth in Section Five may, at the discretion of
BNDES, be made by using the new criterion of remuneration of the said funds, or
another, indicated by BNDES, which, in addition to preserving the actual value
of the transaction, remunerates it on the same levels as before. In this event,
BNDES shall communicate the change, in writing, to the BENEFICIARY.
   
 
 ELEVEN
 
 DOCUMENT FOR USE OF CREDIT
LIMIT
 
 The
specific allocation and the agreed amount of the credit limit shall be defined
by the parties in the Document for Use of Credit
Limit, which shall become part of this Agreement for all purposes and
legal effects, and shall include at least the following
information:
 I – The
parties duly qualified;
 II –
Specific allocation deemed by BNDES as qualifying under the provisions of
Article Two which establish the purposes of this Agreement;
 III –
Amount required for the specific allocation;
 IV-
Method and base-date for the adjustment of the amount required for the specific
allocation;
 V –
Interest rates and dates of payment;
 VI – Term
of Use;
 VII –
Beginning and expiration of the grace and repayment periods, subject to the
maximum term stipulated in paragraph one of this Section;
 VIII –
Ratification or granting of guarantees, as the case may be;
 IX –
Special additional obligations;
 X –
Specific allocation use conditions;
 XI –
Requirement of filing the Document for Use of Credit
Limit with the competent Registry.
 
 PARAGRAPH
ONE
  
 The sum
of the grace period and the repayment period to be fixed for each Sub-credit to
be established according to Paragraph One of Section One shall not exceed the
limit of one hundred and twenty (120) months.
 
 PARAGRAPH
TWO
 
 The
execution of the Document for Use of Credit
Limit shall be subject to:
  
 
 I –
submission by the BENEFICIARY of an
officially published Installation License issued by a competent State body which
is part of the National Environment System (SISNAMA), or supplementarily by the
Brazilian Institute of Environment and Renewable Natural Resources (IBAMA), in
respect to the relevant specific allocation.
 
 II –
analysis by BNDES of enrollment and registration status of the company making
the investments and of the respective titleholders and managers in the event
provided for in Paragraph Two of this Section.
 
 III –
submission by the BENEFICIARY to BNDES of other documents required by law or
regulations, as well as those usually requested in similar transactions, as
deemed necessary by BNDES; and
 
 IV – non
inclusion in the List of Employers who kept employees working in conditions
similar to slavery, pursuant to Administrative Rule No. 540, October 15, 2004,
of the Brazilian Department of Labor, upon search in the INTERNET, at www.mte.gov.br
(Resolution No. 1178, May 31, 2005, of the Executive Board of
BNDES).
  
 PARAGRAPH
THREE
 
 If the
party responsible for making the investments is a company belonging to the same
Business Group as the BENEFICIARY, said company shall be liable to BNDES, upon
the execution of the Document for Use of Credit Limit, to make such investments
under penalty of acceleration of this Agreement.
  
 
 TWELVE
 
 SPECIAL OBLIGATIONS OF THE
BENEFICIARY
 
 The
BENEFICIARY shall:
 
 I –
comply, as applicable, until the final settlement of the debt hereunder, with
the “PROVISIONS APPLICABLE TO
BNDES CONTRACTS”,approved by Resolution No. 665, of December 10, 1987,
partially amended by Resolution No. 775, of December 16, 1991, by Resolution No.
863, of March 11, 1996, by Resolution No. 878, of September 4, 1996, by
Resolution No. 894, of March 6, 1997, by Resolution No. 927, of April 1, 1998,
and by Resolution No. 976, of September 24, 2001, and by Resolution No.
1571/2008, of March 4, 2008, all of which of the Executive Board of BNDES,
published in the Federal Official Gazette (Section I), of December 29, 1987,
December 27, 1991, April 8, 1996, September 24, 1996, March 19, 1997, April 15,
1998, October 31, 2001, and March 25, 2008, respectively, a copy of which is
hereby delivered to the BENEFICIARY, which, after learning about all the
contents of the same, declares to accept it as an integral and inseparable part
hereof, for all the purposes and legal effects;
 
 II -
compromise the credit within sixty (60) months, as from the date of execution
hereof, without prejudice to the authority of BNDES, before or after the final
expiration of this period, to extend the said period, upon the execution of an
amendment to the agreement;
 
 III – use
the amount of the specific allocation within the period fixed in the Document for Use of Credit
Limit provided for in Section Eleven, from the date of execution of said
document;
 
 IV - in
the event of, by reason of the specific allocations under item II of Section
Eleven, dismissal of employees of the BENEFICIARY or the company belonging to
its Business Group during the term hereof, offering a training program aimed at
opportunities of work in the region and/or program for placing the workers in
other companies, after submitting to the BNDES, for examination, a document that
specifies and attests to the conclusion of the negotiations with the competent
representations of the workers involved in the process of
dismissal.
  
 
 
 V -
adopt, during the term hereof, measures and actions intended to avoid or correct
damages to the environment, occupational safety and medicine, which may be
caused by the specific allocations mentioned in Section One;
 
 VI -
maintain in a regular situation its obligations toward the environmental
authorities, during the term hereof;
 
 VII -
observe, during the term hereof, the provisions of the laws applicable to
disabled persons.
 
 VIII –
not collect financial charges exceeding those provided for herein in the event
specific allocations under item II of Section Eleven which are performed by a
company that, at BNDES’ sole discretion, belongs to the same Business Group of
the BENEFICIARY;
 
 IX –
authorize the release of the funds directly to the performing company in the
event of specific allocations under item II of Section Eleven which are
performed by a company that, at BNDES’ sole discretion, belongs to the same
Business Group of the BENEFICIARY;
 
 X – not
provide, unless with prior and express authorization of BNDES, collateral
security to other creditors without providing the same collateral security to
BNDES in equal conditions and with the same priority, except collateral security
required by law as guarantee in legal actions and/or administrative proceedings
to which the BENEFICIARY is part as defendant, as well as fiduciary ownership in
financings for acquisitions of equipment, where only prior written notices to
BNDES will be required upon the granting of such guarantees;
  
  XI –
annually determine, during the term of this Agreement, the following economical
and financial rates between 2008 and 2022, upon balance sheet audited by
external auditors certified with the Brazilian Securities and Exchange
Commission (CVM), namely:
 
 a) as
regards the indebtedness during the period mentioned in item XI of this Section
the formula DBL/EBITDA shall be applicable, where DBL stands for bank net debt,
and EBITDA stands for earnings before interest, taxes, depreciation, and
amortization. In this period, the BENEFICIARY’s indebtedness shall be equal to
or lesser than three (3.00);
 
 b) as
regards the debt structure during the period mentioned in item XI of this
Section the formula Gross Debt/(Gross Debt + PL), where Gross Debt stands for
the sum of the current liability and the long-term liability, and Pl stands for
shareholder’s equity. In this period, the BENEFICIARY’s debt structure shall be
equal to or lesser than zero point seventy (0.70);
 XII –
annually submit to BNDES, by June 30 of each year, for purposes of evidencing
the compliance with the obligation under item XI of this Section, a balance
sheet audited by a company registered with the Brazilian Securities and Exchange
Commission (CVM);
 
 XIII – if
the levels established in item XI of this Section are not achieved, provide
collateral securities, within sixty (60) days from the date of written notice
sent by BNDES, according to the provisions of the article 27 of the already
mentioned “Provisions Applicable to BNDES Contracts”, so long as the aforesaid
levels are not reestablished within said period;
 
 XIV –
notify BNDES, on the occasion, of the name and Individual Taxpayers Register No.
(CPF) of any person who performs any remunerated duty or any position as owner,
major shareholder or officer of said company, has been elected and installed to
occupy a seat in the Federal House of Representatives or the
Senate.
  
 
 THIRTEEN
 
 AUTHORIZATION
 
 Authorization
to BNDES to discount from the first installment related to the first use of the
credit limit the amount of one hundred and ninety-three thousand, two hundred
and six Reais
(R$193,206.00) on account of Study Commission for the transaction provided in
Section Two.
 
 FOURTEEN
  
 CONDITIONS TO USE THE CREDIT
LIMIT
  
 The
utilization of the credit limit, and performance, as the case may be, of the
conditions set forth in Articles 5 and 6 of the “PROVISIONS APPLICABLE TO BNDES
CONTRACTS”mentioned above, those set forth in the “RULES AND INSTRUCTIONS OF
ACCOMPANIMENT”,mentioned in Article 2 of the same “PROVISIONS”, and those
provided in the Document for Use of Credit Limit mentioned in Section Eleven, is
subject to the followings:
 
 I - To
use the first installment of the credit limit: opening, by the BENEFICIARY, of a
current account at BNDES;
 
 II - To
use each installment of the credit limit:
 
 a)
execution and filing with the competent Registry(ies) of the Document for Use of Credit
Limit set forth in Section Eleven;
  
  
 b)
inexistence of an economic-financial fact that, at the discretion of BNDES, may
compromise the performance of the undertaking now financed, so as to change it
or prevent its performance, as set forth in the project approved by
BNDES;
 
 c)
presentation, by the BENEFICIARY, of the Certificate of No Liability – CND,
issued by the Brazilian Internal Revenue Office, on the Internet, to be
extracted by the BENEFICIARY at http://www.previdencia/social.gov.br
and verified by BNDES at www.previdenciasocial.gov.br
or www.receita.fazenda.gov.br;
and
 
 d) proof
of the good standing before environmental authorities, or when such proof has
already been presented and is in force, declaration of the BENEFICIARY about the
continuation of the validity of such document.
 
 FIFTEEN
  
 BREACH
  
 In the
event of breach of the obligations assumed by the BENEFICIARY, Articles 40 to
47-A of the“PROVISIONS
APPLICABLE TO BNDES CONTRACTS”shallapply, as mentioned by
Section Twelve, Item I.
  
 SIXTEEN
  
 FINE FOR
FILING
  
 In the
event of judicial collection of the debt arising out of this Agreement, the
BENEFICIARY shall pay a fine of ten percent (10%) on the principal and charges
of the debt, in addition to extrajudicial, judicial expenses and fees of
counsel, due as from the issuance of court order for collection.
  
 
 SEVENTEEN
 ACCELERATED SETTLEMENT OF
THE DEBT
 
 In the
event of accelerated settlement of the debt, the collateral shall be released,
and the other obligations shall conform to Article 18, Paragraph Two, of the
“PROVISIONS APPLICABLE TO BNDES
CONTRACTS”mentioned in Section Twelve, Item I.
 
 SOLE
PARAGRAPH
 
 The
accelerated settlement, in whole or in part, of the portion of the funds under
Sub-credit A, provided in item I of Section One, where authorized by BNDES,
shall be carried out with the amounts assessed in respect to the outstanding
balance of Sub-credit B, on the date of settlement thereof, provided for in item
II of said Section One, in Paragraph Two of Section Two, and in Paragraph Three
of Section Seven, subject to the proportionality between the outstanding
balances of said sub-credits.
 
 EIGHTEEN
  
 ACCELERATED
MATURITY
 
 The BNDES
may declare the accelerated maturity hereof, with the payability of the debt and
immediate suspension of any disbursement, if, in addition to the events set
forth in Articles 39 and 40 of the “PROVISIONS APPLICABLE TO BNDES
CONTRACTS”,mentioned by Section Twelve, Item I, BNDES
proves:
 
  a) the
dismissal of employees of the BENEFICIARY in breach of the provisions of Item IV
of Section Twelve;
  
 
 b)
existence of final judgment as regards to the BENEFICIARY’ actions in
breach of laws against discriminatory actions based on race or sex, child labor
and slave labor;
 
 c) the
inclusion, in a corporate agreement, articles of incorporation or association of
the BENEFICIARY, or of the companies that control it, of a provision that
requires a special quorum for the resolution or approval of matters that limit
or restrict the control of any of these companies by the respective controllers,
or also the inclusion in those documents of provisions that lead
to:
  
 i)
restrictions on the capacity of growth of the BENEFICIARY or on its
technological development;
  
 ii)
restrictions on the access of the BENEFICIARY to new markets; or,
  
 iii)
restrictions or injury to the capacity of payment of the financial obligations
arising out of this transaction;
  
 d)
noncompliance with the obligation provided in item XIII.
  
 PARAGRAPH
ONE
  
 In the
event of using the funds granted hereby for a purpose other than that set forth
in Section Two, the BNDES, without prejudice to the main provision hereof, shall
communicate the fact to the Federal Attorneys Office, for the purposes of Law
No. 7.492, of June 16, 1986.
  
  
 PARAGRAPH
TWO
  
 Early
termination of this Agreement shall also occur, with acceleration of the debt
and the immediate suspension of the disbursement, on the date any person
occupying a remunerated position in the BENEFICIARY or who is
amongst its owners, major shareholders or officers officially takes a seat in
the Federal House of Representatives or the Senate, pursuant to the prohibitions
provided for in article 54, paragraphs I and II of the Brazilian Federal
Constitution. No default charges shall accrue in the event of early termination
so long as payment is made within five (5) business days from entrance into
office, under penalty of accrual of such charges in the event of non-payment in
the cases of early termination for default in payment.
  
 NINETEEN
  
 MATURITY ON
HOLIDAYS
  
 If the
due date for repayment of the principal and charges may fall in any Saturday,
Monday or National, State, District or Local Holidays, repayment shall be made,
for all the purposes and effects of this Agreement, on the first business day
immediately thereafter, and the charges shall be computed until such date, and
the next regular period for assessment and calculations of the charges under
this Agreement shall begin after said date.
  
 SOLE
PARAGRAPH
  
 For the
purposes of the main provision of this Section, unless otherwise provided, the
holidays of the place where the BENEFICIARY has its business address specified
in this Agreement shall be deemed applicable.
  
 (Continuation:
Page of signatures of the Financing Agreement Through Credit Facility No.
08.2.0291.1)
  
  
 BENEFICIARY
VOTORANTIM CELULOSE E PAPEL S/A submitted Tax Release Certificate (CND) No.
937452007-21003030, issued on January 11, 2008 by the Brazilian Internal Revenue
Service, effective until July 9, 2008.
 
 
 The pages
of this Agreement are initialed by Leonardo Thadeu de Oliveira, lawyer for
BNDES, by authorization of its undersigned legal representatives.
  
 Rio de
Janeiro, July 2, 2008.
  
 By
BNDES:
  
 NATIONAL
BANK OF ECONOMIC AND SOCIAL DEVELOPMENT - BNDES
  
 (sgd)
 Luciano
Coutinho
 Chief
Executive Officer
  
 (sgd)
 WAGNER
BITTENCOURT
 Officer
  
 By the
BENEFICIARY:
  
 VOTORANTIM
CELULOSE E PAPEL S/A
  
 (sgd)
 Valdir
Roque, Chief Financial and Investor Relations Officer
  
  
 (sgd)
 Marcelo
Strufaldi Castelli
 Chief
Operations Officer
  
 WITNESSES:
  
 (sgd)
 Name:
Paulo Geraldo Polezi
 ID Card
(RG)
 Taxpayer
Card (CPF): 131.209.228-97
  
 (sgd)
 Name:
Paulo (illegible)
 ID Card
(RG):
 Individual
Taxpayers’ Register (CPF): 254.279.748-27
 edo/mmc/textos6/voto21.doc
 3/3/2009